UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the fiscal year ended December 31, 2015 |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number 001-31830
Cathay General Bancorp
(Exact name of Registrant as specified in its charter)
Delaware |
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95-4274680 |
(State or other jurisdiction of
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(I.R.S. Employer
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777 North Broadway,
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90012
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Registrant’s telephone number, including area code:
(213) 625-4700
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Name of each exchange on which registered |
Common Stock, $.01 par value |
The NASDAQ Stock Market LLC |
Warrants to purchase shares of Common Stock (expiring December 5, 2018) |
The NASDAQ Stock Market LLC |
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☑
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 ☑ No ☐
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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☑ No ☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ☑ |
Accelerated filer ☐ |
Non-accelerated filer ☐ |
Smaller reporting company ☐ |
(Do not check if a smaller reporting company) |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑
The aggregate market value of the voting stock held by non-affiliates of the registrant, computed by reference to the price at which the common equity was last sold as of the last business day of the registrant’s most recently completed second fiscal quarter (June 30, 2015) was $2,403,753,285 . This value is estimated solely for the purposes of this cover page. The market value of shares held by registrant’s directors, executive officers, and Employee Stock Ownership Plan have been excluded because they may be considered to be affiliates of the registrant.
As of February 16, 2016, there were 79,595,563 shares of common stock outstanding .
DOCUMENTS INCORPORATED BY REFERENCE
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Portions of Registrant’s definitive proxy statement relating to Registrant’s 2016 Annual Meeting of Stockholders which will be filed within 120 days of the fiscal year ended December 31, 2015, are incorporated by reference into Part III. |
CATHAY GENERAL BANCORP
2015 ANNUAL REPORT ON FORM 10-K
TABLE OF CONTENTS
PART I |
3 | |
Item 1. |
Business. |
3 |
Item 1A. |
Risk Factors. | 21 |
Item 1B. |
Unresolved Staff Comments. |
33 |
Item 2. |
Properties. |
33 |
Item 3. |
Legal Proceedings. |
34 |
Item 4. |
Mine Safety Disclosures. |
34 |
Executive Officers of the Registrant. |
35 | |
PART II |
35 | |
Item 5. |
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. |
35 |
Item 6. |
Selected Financial Data. |
38 |
Item 7. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
40 |
Item 7A. |
Quantitative and Qualitative Disclosures about Market Risk. |
73 |
Item 8. |
Financial Statements and Supplementary Data. |
77 |
Item 9. |
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. |
77 |
Item 9A. |
Controls and Procedures. |
77 |
Item 9B. |
Other Information. |
80 |
PART III |
80 | |
Item 10. |
Directors, Executive Officers and Corporate Governance. |
80 |
Item 11. |
Executive Compensation. |
80 |
Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. |
80 |
Item 13. |
Certain Relationships and Related Transactions, and Director Independence. |
81 |
Item 14. |
Principal Accounting Fees and Services. |
81 |
PART IV |
81 | |
Item 15. |
Exhibits, Financial Statement Schedules. |
81 |
SIGNATURES |
85 |
Forward-Looking Statements
In this Annual Report on Form 10-K, the term “Bancorp” refers to Cathay General Bancorp and the term “Bank” refers to Cathay Bank. The terms “Company,” “we,” “us,” and “our” refer to Bancorp and the Bank collectively. The statements in this report include forward-looking statements within the meaning of the applicable provisions of the Private Securities Litigation Reform Act of 1995 regarding management’s beliefs, projections, and assumptions concerning future results and events. We intend such forward-looking statements to be covered by the safe harbor provision for forward-looking statements in these provisions. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including statements about anticipated future operating and financial performance, financial position and liquidity, growth opportunities and growth rates, growth plans, acquisition and divestiture opportunities, business prospects, strategic alternatives, business strategies, financial expectations, regulatory and competitive outlook, investment and expenditure plans, financing needs and availability, and other similar forecasts and statements of expectation and statements of assumptions underlying any of the foregoing. Words such as “aims,” “anticipates,” “believes,” “can,” “could,” “estimates,” “expects,” “hopes,” “intends,” “may,” “plans,” “projects,” “seeks,” “shall,” “should,” “will,” “predicts,” “potential,” “continue,” “possible,” “optimistic,” and variations of these words and similar expressions are intended to identify these forward-looking statements. Forward-looking statements by us are based on estimates, beliefs, projections, and assumptions of management and are not guarantees of future performance. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our historical experience and our present expectations or projections. Such risks and uncertainties and other factors include, but are not limited to, adverse developments or conditions related to or arising from:
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U.S. and international business and economic conditions; |
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possible additional provisions for loan losses and charge-offs; |
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credit risks of lending activities and deterioration in asset or credit quality; |
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extensive laws and regulations and supervision that we are subject to, including potential supervisory action by bank supervisory authorities; |
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increased costs of compliance and other risks associated with changes in regulation, including the implementation of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”); |
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higher capital requirements from the implementation of the Basel III capital standards; |
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compliance with the Bank Secrecy Act and other money laundering statutes and regulations; |
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potential goodwill impairment; |
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liquidity risk; |
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fluctuations in interest rates; |
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risks associated with acquisitions and the expansion of our business into new markets; |
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inflation and deflation; |
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real estate market conditions and the value of real estate collateral; |
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environmental liabilities; |
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our ability to compete with larger competitors; |
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our ability to retain key personnel; |
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successful management of reputational risk; |
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natural disasters and geopolitical events; |
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general economic or business conditions in Asia, and other regions where the Bank has operations; |
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failures, interruptions, or security breaches of our information systems; |
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our ability to adapt our systems to technological changes; |
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risk management processes and strategies; |
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adverse results in legal proceedings; |
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certain provisions in our charter and bylaws that may affect acquisition of the Company; |
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changes in accounting standards or tax laws and regulations; |
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market disruption and volatility; |
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restrictions on dividends and other distributions by laws and regulations and by our regulators and our capital structure; |
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issuance of preferred stock; |
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successfully raising additional capital, if needed, and the resulting dilution of interests of holders of our common stock; and |
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the soundness of other financial institutions. |
These and other factors are further described in this Annual Report on Form 10-K (at Item 1A in particular), the Company’s other reports filed with the Securities and Exchange Commission (the “SEC”) and other filings the Company makes with the SEC from time to time. Actual results in any future period may also vary from the past results discussed in this report. Given these risks and uncertainties, readers are cautioned not to place undue reliance on any forward-looking statements, which speak to the date of this report. We have no intention and undertake no obligation to update any forward-looking statement or to publicly announce any revision of any forward-looking statement to reflect future developments or events, except as required by law.
PART I
Item 1. Business.
Business of Bancorp
Overview
Cathay General Bancorp is a corporation that was organized in 1990 under the laws of the State of Delaware. We are the holding company of Cathay Bank, a California state-chartered commercial bank (“Cathay Bank” or the “Bank”), seven limited partnerships investing in affordable housing investments in which the Bank is the sole limited partner, GBC Venture Capital, Inc, and Asia Realty Corp. We also own 100% of the common stock of five statutory business trusts created for the purpose of issuing capital securities. In the future, we may become an operating company or acquire savings institutions, other banks, or companies engaged in bank-related activities and may engage in such other activities or acquire such other businesses as may be permitted by applicable law. Our principal place of business is currently located at 777 North Broadway, Los Angeles, California 90012, and our telephone number at that location is (213) 625-4700. In addition, certain of our administrative offices are located in El Monte, California, and our address there is 9650 Flair Drive, El Monte, California 91731. Our common stock is traded on the NASDAQ Global Select Market and our trading symbol is “CATY”.
We are regulated as a bank holding company by the Board of Governors of the Federal Reserve System (“Federal Reserve”). Cathay Bank is regulated as a California commercial bank by the California Department of Business Oversight (“DBO”) and the Federal Deposit Insurance Corporation (“FDIC”) .
Subsidiaries of Bancorp
In addition to its wholly-owned bank subsidiary, the Bancorp has the following subsidiaries:
Cathay Capital Trust I, Cathay Statutory Trust I, Cathay Capital Trust II, Cathay Capital Trust III and Cathay Capital Trust IV . The Bancorp established Cathay Capital Trust I in June 2003, Cathay Statutory Trust I in September 2003, Cathay Capital Trust II in December 2003, Cathay Capital Trust III in March 2007, and Cathay Capital Trust IV in May 2007 (collectively, the “Trusts”) as wholly-owned subsidiaries. The Trusts are statutory business trusts. The Trusts issued capital securities representing undivided preferred beneficial interests in the assets of the Trusts. The Trusts exist for the purpose of issuing the capital securities and investing the proceeds thereof, together with proceeds from the purchase of the common securities of the Trusts by the Bancorp, in a certain series of securities issued by us, with similar terms to the relevant series of securities issued by each of the Trusts, which we refer to as “Junior Subordinated Notes.” The Bancorp guarantees, on a limited basis, payments of distributions on the capital securities of the Trusts and payments on redemption of the capital securities of the Trusts. The Bancorp is the owner of all the beneficial interests represented by the common securities of the Trusts. The purpose of issuing the capital securities was to provide the Company with a cost-effective means of obtaining Tier 1 capital for regulatory purposes. Because the Bancorp is not the primary beneficiary of the Trusts, the financial statements of the Trusts are not included in our Consolidated Financial Statements.
GBC Venture Capital, Inc. The business purpose of GBC Venture Capital, Inc. is to hold equity interests (such as options or warrants) received as part of business relationships and to make equity investments in companies and limited partnerships subject to applicable regulatory restrictions.
Asia Realty Corp . Asia Realty Corp. was incorporated in January 2013 for the purpose of holding other real estate owned and became a subsidiary of the Bancorp as a result of the acquisition of Asia Bancshares. Asia Realty Corp. owned one foreclosed property with a carrying value of $3.0 million at December 31, 2015
Competition
Our primary business is to act as the holding company for the Bank. Accordingly, we face the same competitive pressures as those expected by the Bank. For a discussion of those risks, see “Business of the Bank — Competition ” below under this Item 1.
Employees
Due to the limited nature of the Bancorp’s activities as a bank holding company, the Bancorp currently does not employ any persons other than the Bancorp’s management, which includes the Chief Executive Officer and President, the Chief Financial Officer, Executive Vice Presidents, the Secretary and General Counsel, and the Assistant Secretary. See also “Business of the Bank — Employees ” below under this Item 1.
Business of the Bank
General
Cathay Bank was incorporated under the laws of the State of California on August 22, 1961, is licensed by the California Department of Business Oversight (“DBO”) (previously known as the California Department of Financial Institutions or California State Banking Department), and commenced operations as a California state-chartered bank on April 19, 1962. Cathay Bank is an insured bank under the Federal Deposit Insurance Act by the FDIC, but it is not a member of the Federal Reserve.
The Bank’s head office is located in the Chinatown area of Los Angeles, at 777 North Broadway, Los Angeles, California 90012. In addition, as of December 31, 2015, the Bank had branch offices in Southern California (21 branches), Northern California (12 branches), New York (12 branches), Illinois (three branches), Washington (three branches), Texas (two branches), Maryland (one branch), Massachusetts (one branch), Nevada (one branch), New Jersey (one branch), and Hong Kong (one branch) and a representative office in Shanghai and in Taipei. Deposit accounts at the Hong Kong branch are not insured by the FDIC. Each branch has loan approval rights subject to the branch manager’s authorized lending limits. Current activities of the Shanghai and Taipei representative offices are limited to coordinating the transportation of documents to the Bank’s head office and performing liaison services.
Our primary market area is defined by the Community Reinvestment Act (the “CRA”) delineation, which includes the contiguous areas surrounding each of the Bank’s branch offices. It is the Bank’s policy to reach out and actively offer services to low and moderate income groups in the delineated branch service areas. Many of the Bank’s employees speak both English and one or more Chinese dialects or Vietnamese, and are thus able to serve the Bank’s Chinese, Vietnamese, and English speaking customers.
As a commercial bank, the Bank accepts checking, savings, and time deposits, and makes commercial, real estate, personal, home improvement, automobile, and other installment and term loans. From time to time, the Bank invests available funds in other interest-earning assets, such as U.S. Treasury securities, U.S. government agency securities, state and municipal securities, mortgage-backed securities, asset-backed securities, corporate bonds, and other security investments. The Bank also provides letters of credit, wire transfers, forward currency spot and forward contracts, traveler’s checks, safe deposit, night deposit, Social Security payment deposit, collection, bank-by-mail, drive-up and walk-up windows, automatic teller machines (“ATM”), Internet banking services, and other customary bank services.
The Bank primarily services individuals, professionals, and small to medium-sized businesses in the local markets in which its branches are located and provides commercial mortgage loans, commercial loans, Small Business Administration (“SBA”) loans, residential mortgage loans, real estate construction loans, home equity lines of credit, and installment loans to individuals for automobile, household, and other consumer expenditures.
Through Cathay Wealth Management business unit, the Bank provides its customers the ability to trade securities online and to purchase mutual funds, annuities, equities, bonds, and short-term money market instruments. All securities and insurance products provided by Cathay Wealth Management are offered by, and all Financial Consultants are registered with, Cetera Financial Services, a registered securities broker/dealer and licensed insurance agency and member of the Financial Industry Regulatory Authority and Security Investor Protection Corporation. Cetera Financial Services and Cathay Bank are independent entities. These products are not insured by the FDIC.
Securities
The Bank’s securities portfolio is managed in accordance with a written Investment Policy which addresses strategies, types, and levels of allowable investments, and which is reviewed and approved by our Board of Directors on an annual basis.
Our investment portfolio is managed to meet our liquidity needs through proceeds from scheduled maturities and is also utilized for pledging requirements for deposits of state and local subdivisions, securities sold under repurchase agreements, and Federal Home Loan Bank (“FHLB”) advances. The portfolio is comprised of U.S. government securities, mortgage-backed securities, collateralized mortgage obligations, corporate debt instruments, and mutual funds.
Information concerning the carrying value, maturity distribution, and yield analysis of the Company’s securities portfolio as well as a summary of the amortized cost and estimated fair value of the Bank’s securities by contractual maturity is included in Part II — Item 7 — “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and in Note 4 to the Consolidated Financial Statements.
Loans
The Bank’s Board of Directors and senior management establish, review, and modify the Bank’s lending policies. These policies include (as applicable) an evaluation of a potential borrower’s financial condition, ability to repay the loan, character, secondary repayment sources (such as guaranties), quality and availability of collateral, capital, leverage capacity and regulatory guidelines, market conditions for the borrower’s business or project, and prevailing economic trends and conditions. Loan originations are obtained through a variety of sources, including existing customers, walk-in customers, referrals from brokers or existing customers, and advertising. While loan applications are accepted at all branches, the Bank’s centralized document department supervises the application process including documentation of loans, review of appraisals, and credit reports.
Commercial Mortgage Loans. Commercial mortgage loans are typically secured by first deeds of trust on commercial properties. Our commercial mortgage portfolio includes primarily commercial retail properties, shopping centers, and owner-occupied industrial facilities, and, secondarily, office buildings, multiple-unit apartments, hotels, and multi-tenanted industrial properties.
The Bank also makes medium-term commercial mortgage loans which are generally secured by commercial or industrial buildings where the borrower uses the property for business purposes or derives income from tenants.
Commercial Loans. The Bank provides financial services to diverse commercial and professional businesses in its market areas. Commercial loans consist primarily of short-term loans (normally with a maturity of up to one year) to support general business purposes, or to provide working capital to businesses in the form of lines of credit to finance trade. The Bank continues to focus primarily on commercial lending to small-to-medium size businesses within the Bank’s geographic market areas. The Bank participates or syndicates loans, typically more than $25 million in principal amount, with other financial institutions to limit its credit exposure. Commercial loan pricing is generally at a rate tied to the prime rate, as quoted in The Wall Street Journal , or the Bank’s reference rate.
SBA Loans. The Bank originates U.S. Small Business Administration (“SBA”) loans under the national “preferred lender” status. Preferred lender status is granted to a lender that has made a certain number of SBA loans and which, in the opinion of the SBA, has staff qualified and experienced in small business loans. As a preferred lender, the Bank’s SBA Lending Group has the authority to issue, on behalf of the SBA, the SBA guaranty on loans under the 7(a) program which may result in shortening the time it takes to process a loan. In addition, under this program, the SBA delegates loan underwriting, closing, and most servicing and liquidation authority and responsibility to selected lenders.
The Bank utilizes both the 504 program, which is focused on long-term financing of buildings and other long-term fixed assets, and the 7(a) program, which is the SBA’s primary loan program and which can be used for financing of a variety of general business purposes such as acquisition of land , buildings, equipment and inventory and working capital needs of eligible businesses generally over a 5- to 25-year term. The collateral position in the SBA loans is enhanced by the SBA guaranty in the case of 7(a) loans, and by lower loan-to-value ratios under the 504 program. The Bank has sold, and may in the future sell, the guaranteed portion of certain of its SBA 7(a) loans in the secondary market. SBA loan pricing is generally at a rate tied to the prime rate, as quoted in The Wall Street Journal .
Residential Mortgage Loans. The Bank originates single-family-residential mortgage loans. The single-family-residential mortgage loans are comprised of conforming, nonconforming, and jumbo residential mortgage loans, and are secured by first or subordinate liens on single (one-to-four) family residential properties. The Bank’s products include a fixed-rate residential mortgage loan and an adjustable-rate residential mortgage loan. Mortgage loans are underwritten in accordance with the Bank’s and regulatory guidelines, on the basis of the borrower’s financial capabilities, an independent appraisal of the value of the property, historical loan quality, and other factors deemed relevant by the Bank’s underwriting personnel. It is the current practice of the Bank to sell all conforming fixed rate residential first mortgages that meet Government Sponsored Agency guidelines to the Federal Home Loan Mortgage Corporation on a cash basis as they are originated. The Bank retains all other mortgage loans it originates in its portfolio. As such, the Bank was not impacted by the rule pertaining to risk retention implementing the risk retention requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), since the Bank does not securitize any of the loans it sells or retains .
Real Estate Construction Loans. The Bank’s real estate construction loan activity focuses on providing short-term loans to individuals and developers, primarily for the construction of multi-unit projects. Residential real estate construction loans are typically secured by first deeds of trust and guarantees of the borrower. The economic viability of the projects, borrower’s credit worthiness, and borrower’s and contractor’s experience are primary considerations in the loan underwriting decision. The Bank utilizes approved independent licensed appraisers and monitors projects during the construction phase through construction inspections and a disbursement program tied to the percentage of completion of each project. The Bank also occasionally makes unimproved property loans to borrowers who intend to construct a single-family residence on their lots generally within twelve months. In addition, the Bank makes commercial real estate construction loans to high net worth clients with adequate liquidity for construction of office and warehouse properties. Such loans are typically secured by first deeds of trust and are guaranteed by the borrower.
Home Equity Lines of Credit. The Bank offers variable-rate home equity lines of credit that are secured by the borrower’s home. The pricing on the variable-rate home equity line of credit is generally at a rate tied to the prime rate, as quoted in The Wall Street Journal , or the Bank’s reference rate. Borrowers may use this line of credit for home improvement financing, debt consolidation and other personal uses.
Installment Loans . Installment loans tend to be fixed rate and longer-term (one-to-six year maturities). These loans are funded primarily for the purpose of financing the purchase of automobiles and other personal uses of the borrower.
Distribution and Maturity of Loans. Information concerning types, distribution, and maturity of loans is included in Part II — Item 7 — “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and in Note 5 to the Consolidated Financial Statements.
Asset Quality
The Bank’s lending and credit policies require management to regularly review the Bank’s loan portfolio so that the Bank can monitor the quality of its assets. If during the ordinary course of business, management becomes aware that a borrower may not be able to meet the contractual payment obligations under a loan, then that loan is supervised more closely with consideration given to placing the loan on non-accrual status, the need for an additional allowance for loan losses, and (if appropriate) partial or full charge-off.
Under the Bank’s current policy, a loan will generally be placed on a non-accrual status if interest or principal is past due 90 days or more, or in cases where management deems the full collection of principal and interest unlikely. When a loan is placed on non-accrual status, previously accrued but unpaid interest is reversed and charged against current income, and subsequent payments received are generally first applied towards the outstanding principal balance of the loan. Depending on the circumstances, management may elect to continue the accrual of interest on certain past due loans if partial payment is received or the loan is well-collateralized, and in the process of collection. The loan is generally returned to accrual status when the borrower has brought the past due principal and interest payments current and, in the opinion of management, the borrower has demonstrated the ability to make future payments of principal and interest as scheduled. A non-accrual loan may also be returned to accrual status if all principal and interest contractually due are reasonably assured of repayment within a reasonable period and there has been a sustained period of payment performance, generally six months.
Information concerning non-performing loans, restructured loans, allowance for credit losses, loans charged-off , loan recoveries, and other real estate owned is included in Part II — Item 7 — “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and in Note 5 and Note 6 to the Consolidated Financial Statements.
Deposits
The Bank offers a variety of deposit products in order to meet its customers’ needs. As of December 31, 2015, the Bank offered passbook accounts, checking accounts, money market deposit accounts, certificates of deposit, individual retirement accounts, college certificates of deposit, and public funds deposits. These products are priced in order to promote growth of deposits.
The Bank’s deposits are generally obtained from residents within its geographic market area. The Bank utilizes traditional marketing methods to attract new customers and deposits, by offering a wide variety of products and services and utilizing various forms of advertising media. From time to time, the Bank may offer special deposit promotions. Information concerning types of deposit accounts, average deposits and rates, and maturity of time deposits is included in Part II — Item 7 — “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and in Note 9 to the Consolidated Financial Statements.
Borrowings
Borrowings from time to time include securities sold under agreements to repurchase, the purchase of federal funds, funds obtained as advances from the FHLB, borrowing from other financial institutions, and the issuance of Junior Subordinated Notes. Information concerning the types, amounts, and maturity of borrowings is included in in Part II — Item 7 — “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and in Note 1 0 and Note 11 to the Consolidated Financial Statements.
Return on Equity and Assets
Information concerning the return on average assets, return on average stockholders’ equity, the average equity to assets ratio and the dividend payout ratio is included in Part II — Item 7 — “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Interest Rates and Differentials
Information concerning the interest-earning asset mix, average interest-earning assets, average interest-bearing liabilities, and the yields on interest-earning assets and interest-bearing liabilities is included in Part II — Item 7 — “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Analysis of Changes in Net Interest Income
An analysis of changes in net interest income due to changes in rate and volume is included in Part II — Item 7 — “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Commitments and Letters of Credit
Information concerning the Bank’s outstanding loan commitments and letters of credit is included in Note 14 to the Consolidated Financial Statements.
Expansion
We have engaged in expansion through acquisitions and may consider acquisitions in the future in order to compete for new deposits and loans, and to be able to serve our customers more effectively.
On July 31, 2015 the Company completed the acquisition of New York-based Asia Bancshares, Inc., parent of Asia Bank. Asia Bank operated three branch locations in New York City and one branch location in the state of Maryland. The acquisition allowed the Company to expand its number of branches in New York City and to enter the state of Maryland. The purchase consideration consisted of fifty-five percent in Bancorp stock and forty-five percent in cash. The fair value of the consideration was $139.9 million, which consisted of 2,580,359 shares of Bancorp common stock valued at $82.9 million at the date of acquisition and $57.0 million in cash.
Subsidiaries of Cathay Bank
Cathay Community Development Corporation (“CCDC”) is a wholly-owned subsidiary of the Bank and was incorporated in September 2006. The primary mission of CCDC is to help in the development of low-income neighborhoods in the Bank’s California and New York service areas by providing or facilitating the availability of capital to businesses and real estate developers working to renovate these neighborhoods. In October 2006, CCDC formed a wholly-owned subsidiary, Cathay New Asia Community Development Corporation (“CNACDC”), for the purpose of assuming New Asia Bank’s pre-existing New Markets Tax Credit activities in the greater Chicago area by providing or facilitating the availability of capital to businesses and real estate developers working to renovate these neighborhoods.
Cathay Holdings LLC (“CHLLC”) was incorporated in December 2007, Cathay Holdings 2 LLC (“CHLLC2”) was incorporated in January 2008, and Cathay Holdings 3 LLC (“CHLLC3”) was incorporated in December 2008. They are wholly-owned subsidiaries of the Bank. The purpose of these subsidiaries is to hold other real estate owned in the state of Texas that was transferred from the Bank. As of December 31, 2015, CHLLC owned a property with a carrying value of $526,000. CHLLC2 and CHLLC3 did not own property at December 31, 2015.
Competition
We face substantial competition for deposits, loans and other banking services, as well as acquisitions, throughout our market area from the major banks and financial institutions that dominate the commercial banking industry. We also compete for loans and deposits, as well as other banking services, such as payment services, with savings and loan associations, savings banks, brokerage houses, insurance companies, mortgage companies, credit unions, credit card companies and other financial and non-financial institutions and entities.
In California, one larger Chinese-American bank competes for loans and deposits with the Bank and at least two super-regional banks compete with the Bank for deposits. In addition, there are many other Chinese-American banks in both Southern and Northern California. Banks from the Pacific Rim countries, such as Taiwan, Hong Kong, and China also continue to open branches in the Los Angeles area, thus increasing competition in the Bank’s primary markets. See discussion below in Part I — Item 1A — “Risk Factors.”
To compete with other financial institutions in its primary service areas, the Bank relies principally upon local promotional activities, personal contacts by its officers, directors, employees, and stockholders, extended hours on weekdays, Saturday banking in certain locations, Internet banking, an Internet website ( www.cathaybank.com ), and certain other specialized services. The content of our website is not incorporated into and is not part of this Annual Report on Form 10-K.
If a proposed loan exceeds the Bank’s internal lending limits, the Bank has, in the past, and may in the future, arrange the loan on a participation or syndication basis with correspondent banks. The Bank also assists customers requiring other services not offered by the Bank to obtain these services from its correspondent banks.
Employees
As of December 31, 2015, the Bank and its subsidiaries employed approximately 1,122 persons, including 533 banking officers. None of the employees are represented by a union. We believe that our employer-employee relations are good.
Available Information
We invite you to visit our website at www.cathaygeneralbancorp.com , to access free of charge the Bancorp's Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports, all of which are made available as soon as reasonably practicable after we electronically file such material with or furnish it to the Securities and Exchange Commission (the “SEC”). The content of our website is not incorporated into and is not part of this Annual Report on Form 10-K. In addition, you can write to us to obtain a free copy of any of those reports at Cathay General Bancorp, 9650 Flair Drive, El Monte, California 91731, Attn: Investor Relations. These reports are also available through the SEC’s Public Reference Room, located at 100 F Street NE, Washington, DC 20549 and online at the SEC’s website, located at www.sec.gov . Investors can obtain information about the operation of the SEC’s Public Reference Room by calling 800-SEC-033 0.
Regulation and Supervision
General
The Bancorp and the Bank are subject to significant regulation and restrictions by federal and state laws and regulatory agencies. This regulation is intended primarily for the protection of depositors and the deposit insurance fund, secondarily for the stability of the U.S. banking system, and not for the protection of stockholders. The following discussion of statutes and regulations is a summary and does not purport to be complete nor does it address all applicable statutes and regulations. This discussion is also qualified in its entirety by reference to the full text and to the implementation and enforcement of the statutes and regulations referred to in this discussion.
Additional initiatives may be proposed or introduced before Congress, the California Legislature, and other governmental bodies in the future. Such proposals, if enacted, may further alter the structure, regulation, and competitive relationship among financial institutions and may subject us to increased supervision and disclosure and reporting requirements. In addition, the various bank regulatory agencies often adopt new rules and regulations and policies to implement and enforce existing legislation. It cannot be predicted whether, or in what form, any such legislation or regulatory changes in policy may be enacted or the extent to which the business of the Bank would be affected thereby. In addition, the outcome of examinations, any litigation, or any investigations initiated by state or federal authorities may result in necessary changes in our operations and increased compliance costs.
The Dodd-Frank Wall Street Reform and Consumer Protection Act
The Dodd-Frank Act financial reform legislation significantly revised and expanded the rulemaking, supervisory and enforcement authority of the federal bank regulatory agencies. The numerous rules and regulations promulgated pursuant to the Dodd-Frank Act have significantly impacted our operations and compliance costs. Various provisions of the Dodd-Frank Act are now effective and have been fully implemented, including the revisions in the deposit insurance assessment base for FDIC insurance and the permanent increase in coverage to $250,000; the permissibility of paying interest on business checking accounts; the removal of barriers to interstate branching; and required disclosure and shareholder advisory votes on executive compensation. Implementation in 2015 of additional Dodd-Frank Act regulatory provisions included aspects of (i) the final new capital rules, and (ii) the so called “Volcker Rule” restrictions on certain proprietary trading and investment activities.
Capital Adequacy Requirements
Bank holding companies and banks are subject to various regulatory capital requirements administered by state and federal banking agencies. Capital adequacy guidelines and, additionally for banks, prompt corrective action regulations (See “Prompt Corrective Action Provisions” below), involve quantitative measures of assets, liabilities, and certain off-balance sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators about components, risk weighting, and other factors. The risk-based capital guidelines for bank holding companies and banks require capital ratios that vary based on the perceived degree of risk associated with a banking organization’s operations for both transactions reported on the balance sheet as assets, such as loans, and those recorded as off-balance sheet items, such as commitments, letters of credit and recourse arrangements. The risk-based capital ratio is determined by classifying assets and certain off-balance sheet financial instruments into weighted categories, with higher levels of capital being required for those categories perceived as representing greater risks and dividing its qualifying capital by its total risk-adjusted assets and off-balance sheet items. Bank holding companies and banks engaged in significant trading activity may also be subject to the market risk capital guidelines and be required to incorporate additional market and interest rate risk components into their risk-based capital standards. Under Basel III rules that became effective January 1, 2015 discussed under “New Capital Rules” below, there are four fundamental capital ratios: (i) a common equity Tier 1capital ratio, (ii) a total risk-based capital ratio, (iii) a Tier 1 risk-based capital ratio and (iv) a Tier 1 leverage ratio. To be deemed “well capitalized” a bank holding company or bank must have (i) a common equity Tier 1 capital ratio equal to or greater than 6.5%, (ii) a Tier 1 risk-based capital ratio equal to or greater than 8 .0%, (iii) a total risk-based capital ratio equal to or greater than 10 .0%, and (iv) a Tier 1 leverage capital ratio equal to or greater than 5 .0%. At December 31, 2015, (i) the Bancorp’s and the Bank’s common equity Tier 1 capital ratios were 12.95% and 13.54%, respectively; (ii) their total risk-based capital ratios were, respectively, 15.30% and 14.79%; (iii) their Tier 1 risk-based capital ratios were, respectively, 14.03% and 13.54%; and (iv) their leverage capital ratios were, respectively, 11.95% and 11.53%, all of which ratios exceeded the minimum percentage requirements to be deemed “well-capitalized” for regulatory purposes. The federal banking agencies may require banks and bank holding companies subject to enforcement actions to maintain capital ratios in excess of the minimum ratios otherwise required to be deemed “well -capitalized.”
Failure to meet statutorily mandated capital guidelines or more restrictive ratios separately established for a financial institution could subject a bank or bank holding company to a variety of enforcement remedies, including issuance of a capital directive, the termination of deposit insurance by the FDIC, a prohibition on accepting or renewing brokered deposits, limitations on the rates of interest that the institution may pay on its deposits and other restrictions on its business. Significant additional restrictions can be imposed on FDIC-insured depository institutions that fail to meet applicable capital requirements under the regulatory agencies’ prompt corrective action authority.
New Capital Rules
The federal bank regulatory agencies adopted final regulations in July 2013, which revised their risk-based and leverage capital requirements for banking organizations to meet requirements of the Dodd-Frank Act and to implement Basel III international agreements reached by the Basel Committee. Although many of the rules contained in these final regulations are applicable only to large, internationally active banks, most will apply on a phased in basis to all banking organizations, including the Bancorp and the Bank. The new capital rules took effect on January 1, 2015, but many elements are being phased-in. To the extent that the new capital rules are not fully phased-in, the prior capital rules continue to apply.
The following are among the new requirements that are effective or being phased-in beginning January 1, 2015:
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An increase in the minimum Tier 1 capital ratio from 4.00% to 6.00% of risk-weighted assets. |
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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. |
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A minimum non-risk-based leverage ratio is set at 4.00% eliminating a 3.00% exception for higher rated banks. |
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Changes in the permitted composition of Tier 1 capital to exclude trust preferred securities (other than certain grandfathered 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. |
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A new additional capital conservation buffer of 2.5% of risk weighted assets over each of the required capital ratios will be phased in from 2016 to 2019 and must be met to avoid limitations in the ability of the Bank to pay dividends, repurchase shares or pay discretionary bonuses. |
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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. |
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An additional “countercyclical capital buffer” is required for larger and more complex institutions. |
Without taking into account the capital conservation buffer, the new capital rules require the following minimum ratios: (i) a Tier 1 leverage ratio of 4.0%; (ii) a common equity Tier 1 risk-based capital ratio of 4.5%, (iii) a Tier 1 risk-based capital ratio of 6%, and (iv) a total risk-based capital ratio of 8.0%. To be considered “well capitalized,” a bank holding company or bank would be required to have the following minimum ratios: (i) a Tier 1 leverage ratio of 5.0%; (ii) a common equity Tier 1 risk-based capital ratio of 6.5%, (iii) a Tier 1 risk-based capital ratio of 8.0%, and (iv) a total risk-based capital ratio of 10.0%. The new capital conservation buffer requirement will be phased in beginning in January 2016 at 0.625% of risk-weighted assets, increasing each year until fully implemented in January 2019 at 2.50% of risk-weighted assets.
While the new capital rules set higher regulatory capital standards for the Bancorp and the Bank, bank regulators may also continue their past policies of expecting banks to maintain additional capital beyond the new minimum requirements. The implementation of the new capital rules or more stringent requirements to maintain higher levels of capital or to maintain higher levels of liquid assets could adversely impact the Bancorp’s net income and return on equity, restrict the ability of the Bank and/or the Bancorp to pay dividends or executive bonuses and require the raising of additional capital.
As of December 31, 2015, the Bancorp and the Bank met all applicable capital requirements under the new capital rules on a fully phased-in basis if such requirements were currently in effect .
Liquidity Requirements
In response to the endemic liquidity problems that accompanied the 2008 financial crisis and as part of the Basel III initiative, the federal regulatory agencies promulgated regulations in 2014 requiring the largest financial institutions to maintain an amount of high-quality liquid assets at least equal to those institutions’ estimated net cash outflows over a 30-day stressed liquidity period. This ratio is referred to as the “liquidity coverage ratio” or “LCR.” The LCR requirement generally applies only to banking organizations with $250 billion or more in assets (or total consolidated on-balance sheet foreign exposure of $10 billion or more), and any subsidiary depository institution of such an organization with $10 billion or more in consolidated assets. In addition, pursuant to the authority granted to federal regulators under the Dodd- Frank Act to require enhanced prudential standards from banking organizations, bank holding companies with $50 billion or more in consolidated assets are subject to specific liquidity risk management requirements and liquidity stress testing and buffer requirements. Although smaller banking organizations, such as the Bancorp, are not subject to such specific liquidity requirements, appropriate liquidity management (including liquidity stress testing) has become an increasingly important focus of prudential regulation of smaller institutions by federal and state bank regulators. This emphasis had led many financial institutions to hold a higher percentage of lower-yielding, short term assets than they may have held in past years.
Final Volcker Rule
In December 2013, the federal bank regulatory agencies adopted final rules that implement a part of the Dodd-Frank Act commonly referred to as the “Volcker Rule.” Under these rules and subject to certain exceptions, banking entities, including the Company and the Bank and its subsidiaries, will be restricted from engaging in activities that are considered proprietary trading and from sponsoring or investing in certain entities, including hedge or private equity funds that are considered “covered funds.” Bank holding companies and banks were generally required to conform their activities to the Volcker rule on or before July 21, 2015 although certain provisions are subject to delayed effectiveness under rules promulgated by the Federal Reserve.
Except for divesting some investments aggregating less than $5 million as of December 31, 2015, we believe that the new rules will not require any material changes in our operations or business or security holdings .
CFPB Actions
The Dodd-Frank Act provided for the creation of the Consumer Financial Protection Bureau (“CFPB”) as an independent entity within the Federal Reserve with broad rulemaking, supervisory, and enforcement authority over consumer financial products and services, including deposit products, residential mortgages, home-equity loans and credit cards. The CFPB’s functions include investigating consumer complaints, conducting market research, rulemaking, supervising and examining bank consumer transactions, and enforcing rules related to consumer financial products and services. CFPB regulations and guidance apply to all financial institutions and banks with $10 billion or more in assets, which are also subject to examination by the CFPB. As the Bank has more than $10 billion in assets, it is now examined for compliance with CFPB regulation by the CFPB in addition to examinations of the Bank by the FDIC and the DBO.
The CFPB has enforcement authority over unfair, deceptive or abusive act and practices (“UDAAP”). UDAAP is considered one of the most far reaching new enforcement tools at the disposal of the CFPB and covers all consumer and small business financial products or services such as deposit and lending products or services such as overdraft programs and third-party payroll card vendors. It is a wide-ranging regulatory net that potentially picks up the gaps not included in other consumer laws, rules and regulations. Violations of UDAAP can be found in many areas and can include advertising and marketing materials, the order of processing and paying items in a checking account or the design of client overdraft programs. The scope of coverage includes not only direct interactions with clients and prospects but also actions by third-party service providers. The Dodd-Frank Act does not prevent states from adopting stricter consumer protection standards. State regulation of financial products and potential enforcement actions could also adversely affect our business, financial condition or results of operations.
Additionally, in 2014, the CFPB adopted revisions to Regulation Z, which implement the Truth in Lending Act, pursuant to the Dodd-Frank Act, and apply to all consumer mortgages (except home equity lines of credit, timeshare plans, reverse mortgages, or temporary loans). The revisions mandate specific underwriting criteria for home loans in order for creditors to make a reasonable, good faith determination of a consumer's ability to repay and establish certain protections from liability under this requirement for “qualified mortgages” meeting certain standards. In particular, it will prevent banks from making “no doc” and “low doc” home loans, as the rules require that banks determine a consumer’s ability to pay based in part on verified and documented information. We do originate certain “low doc” loans that meet specific underwriting criteria. Given the small volume of such loans, we do not believe that this regulation will have a significant impact on our operations.
Enhanced Prudentia l Standards
Pursuant to Federal Reserve Board regulations promulgated under authority of the Dodd-Frank Act, as a publicly traded bank holding company with $10 billion or more (but less than $50 billion) in assets, we are required and have established and maintained a risk committee responsible for enterprise-wide risk management practices, comprised of an independent chairman and at least one risk management expert. A dditional stress testing is required for banking organizations having $50 billion or more of assets. The risk committee approves and periodically reviews the risk-management policies of the bank holding company’s global operations and oversees the operations of its risk-management framework. The bank holding company’s risk-management framework must be commensurate with its structure, risk profile, complexity, activities and size. At a minimum, the framework must include policies and procedures establishing risk-management governance and providing for adequate risk-control infrastructure for the bank holding company’s operations. In addition, the framework must include processes and systems to monitor compliance with the foregoing policies and procedures, including processes and systems designed to identify and report risk-management risks and deficiencies; ensure effective implementation of actions to address emerging risks and risk-management deficiencies; designate managerial and staff responsibility for risk management; ensure the independence of the risk-management function; and integrate risk-management and associated controls with management goals and the management compensation structure.
As a bank holding company with more than $10 billion in assets, we are also required under the Dodd-Frank Act to conduct annual stress tests using various scenarios established by the Federal Reserve, including a baseline, adverse and severely adverse economic conditions (known as “Dodd Frank Act Stress Tests” or “DFAST”). The stress tests are designed to determine whether our capital planning, assessment of capital adequacy and risk management practices adequately protect the Bancorp and its affiliates in the event of an economic downturn. The Bancorp must establish adequate internal controls, documentation, policies and procedures to ensure the annual stress adequately meets these objectives. The Board of Directors must review our policies and procedures at least annually. We are required to report the results of our annual stress tests to the Federal Reserve, and we are required to consider the results of our stress tests as part of our capital planning and risk management practices.
Interchange Fees
Under the Durbin Amendment to the Dodd-Frank Act, the Federal Reserve adopted rules establishing standards for assessing whether the interchange fees that may be charged with respect to certain electronic debit transactions are “reasonable and proportional” to the costs incurred by issuers for processing such transactions.
Interchange fees, or “swipe” fees, are charges that merchants pay to us and other card-issuing banks for processing electronic payment transactions. Under the final rules, the maximum permissible interchange fee is equal to no more than 21 cents plus 5 basis points of the transaction value for many types of debit interchange transactions. The Federal Reserve also adopted a rule to allow a debit card issuer to recover 1 cent per transaction for fraud prevention purposes if the issuer complies with certain fraud-related requirements required by the Federal Reserve. The Federal Reserve also has rules governing routing and exclusivity that require issuers to offer two unaffiliated networks for routing transactions on each debit or prepaid product.
On July 31, 2013, the U.S. District Court for the District of Columbia found the interchange fee cap and the exclusivity provision adopted by the Federal Reserve to be invalid. The U.S. Court of Appeals for the District of Columbia, or D.C. Circuit, reversed this decision on March 21, 2014, generally upholding the Federal Reserve’s interpretation of the Durbin Amendment and the Federal Reserve’s rules implementing it. On August 18, 2014, the plaintiffs in this litigation filed a petition for a writ of certiorari asking the U.S. Supreme Court to review the D.C. Circuit’s decision with respect to the interchange fee cap. The petition was denied on January 23, 2015. With the U.S. Supreme Court's denial of certiorari, the U.S. Court of Appeals decision will stand. We continue to monitor developments in the litigation surrounding these rules.
Bank Holding Company and Bank Regulation
The Bancorp is a bank holding company within the meaning of the Bank Holding Company Act and is registered as such with the Federal Reserve. The Bancorp is also a bank holding company within the meaning of Section 1280 of the California Financial Code. Therefore, the Bancorp and any of its subsidiaries are subject to examination by, and may be required to file reports with, the DBO. As a California commercial bank the deposits of which are insured by the FDIC, the Bank is subject to regulation, supervision, and regular examination by the DBO and by the FDIC, as the Bank’s primary federal regulator, and must additionally comply with certain applicable regulations of the Federal Reserve.
Bank holding companies and their bank and non-bank subsidiaries are subject to significant regulation and restrictions by federal and state laws and regulatory agencies. These laws, regulations and restrictions, which may affect the cost of doing business, limit permissible activities and expansion or impact the competitive balance between banks and other financial services providers, are intended primarily for the protection of depositors and the FDIC’s Deposit Insurance Fund, and secondarily for the stability of the U.S. banking system. They are not intended for the benefit of stockholders of financial institutions. The following discussion of key statutes and regulations to which the Bancorp and the Bank are subject is a summary and does not purport to be complete nor does it address all applicable statutes and regulations. This discussion is qualified in its entirety by reference to the full statutes and regulations.
The wide range of requirements and restrictions contained in both federal and state banking laws include:
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Requirements that bank holding companies and banks file periodic reports. |
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Requirements that bank holding companies and banks meet or exceed minimum capital requirements (see “Capital Adequacy Requirements” above) . |
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Requirements that bank holding companies serve as a source of financial and managerial strength for their banking subsidiaries. In addition, the regulatory agencies have “prompt corrective action” authority to limit activities and require a limited guaranty of a required bank capital restoration plan by a bank holding company if the capital of a bank subsidiary falls below capital levels required by the regulators. |
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Limitations on dividends payable to stockholders. The Bancorp’s ability to pay dividends is subject to legal and regulatory restrictions. A substantial portion of the Bancorp’s funds to pay dividends or to pay principal and interest on our debt obligations is derived from dividends paid by the Bank. |
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Limitations on dividends payable by bank subsidiaries. These dividends are subject to various legal and regulatory restrictions. The federal banking agencies have indicated that paying dividends that deplete a depositary institution’s capital base to an inadequate level would be an unsafe and unsound banking practice. Moreover, the federal agencies have issued policy statements that provide that bank holding companies and insured banks should generally only pay dividends out of current operating earnings. |
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Safety and soundness requirements. Banks must be operated in a safe and sound manner and meet standards applicable to internal controls, information systems, internal audit, loan documentation, credit underwriting, interest rate exposure, asset growth, and compensation, as well as other operational and management standards. These safety and soundness requirements give bank regulatory agencies significant latitude in exercising their supervisory authority and the authority to initiate informal or formal enforcement actions. |
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Requirements for notice, application and approval, or non-objection of acquisitions and certain other activities conducted directly or in subsidiaries of the Bancorp or the Bank. |
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Compliance with the Community Reinvestment Act (“CRA”). The CRA requires that banks help meet the credit needs in their communities, including the availability of credit to low and moderate income individuals. If the Bank fails to adequately serve its communities, restrictions may be imposed, including denials of applications for branches, for adding subsidiaries or affiliate companies, for engaging in new activities or for the merger with or purchase of other financial institutions. In its last reported examination by the FDIC in July 2013, the Bank received a CRA rating of “Satisfactory.” |
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Compliance with the Bank Secrecy Act, the USA Patriot Act, and other anti-money laundering laws. These laws and regulations require financial institutions to assist U.S. government agencies in detecting and preventing money laundering and other illegal acts by maintaining policies, procedures and controls designed to detect and report money laundering, terrorist financing, and other suspicious activity. Regulatory authorities routinely examine financial institutions for compliance with these obligations, and failure of a financial institution to maintain and implement adequate programs to combat money laundering and terrorist financing, or to comply with all of the relevant laws or regulations, could have serious legal and reputational consequences for the institution, including causing applicable bank regulatory authorities not to approve merger or acquisition transactions when regulatory approval is required or to prohibit such transactions even if approval is not required. Regulatory authorities have imposed cease and desist orders and civil money penalties against institutions found to be violating these obligations. |
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Compliance with the regulations of the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”). OFAC administers and enforces economic and trade sanctions against targeted foreign countries and regimes, under authority of various laws, including designated foreign countries, nationals and others. OFAC publishes lists of specially designated targets and countries. We and our bank are responsible for, among other things, blocking accounts of, and transactions with, such targets and countries, prohibiting unlicensed trade and financial transactions with them and reporting blocked transactions after their occurrence. Failure to comply with these sanctions could have serious legal and reputational consequences, including causing applicable bank regulatory authorities not to approve merger or acquisition transactions when regulatory approval is required or to prohibit such transactions even if approval is not required. |
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Limitations on the amount of loans to one borrower and its affiliates and to executive officers and directors. |
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Limitations on transactions with affiliates. |
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Restrictions on the nature and amount of any investments in, and the ability to underwrite, certain securities. |
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Requirements for opening of intra- and interstate branches. |
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Compliance with truth in lending and other consumer protection and disclosure laws to ensure equal access to credit and to protect consumers in credit transactions. |
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Compliance with provisions of the Gramm-Leach-Bliley Act of 1999 (“GLB Act”) and other federal and state laws dealing with privacy for nonpublic personal information of customers. The federal bank regulators have adopted rules limiting the ability of banks and other financial institutions to disclose non-public information about consumers to unaffiliated third parties. These limitations require disclosure of privacy policies to consumers and, in some circumstances, allow consumers to prevent disclosure of certain personal information to an unaffiliated third party. These regulations affect how consumer information is transmitted through diversified financial companies and conveyed to outside vendors. |
Under Section 1280 et seq . of the California Financial Code, California-based bank holding companies and their subsidiaries are subject to examination and supervision by, and may be required to file reports with, the DBO. DBO approvals are also required for bank holding companies to acquire control of banks.
Additional Restrictions on Bancorp and Bank Activities
Subject to prior notice or Federal Reserve approval, bank holding companies may generally engage in, or acquire shares of companies engaged in, activities determined by the Federal Reserve to be so closely related to banking or managing or controlling banks as to be a proper incident thereto. Bank holding companies which elect and retain “financial holding company” status pursuant to the GLB Act may engage in these nonbanking activities and broader securities, insurance, merchant banking and other activities that are determined to be “financial in nature” or are incidental or complementary to activities that are financial in nature without prior Federal Reserve approval. Pursuant to the GLB Act and the Dodd-Frank Act, in order to elect and retain financial holding company status, a bank holding company and all depository institution subsidiaries of a bank holding company must be well capitalized and well managed, and, except in limited circumstances, depository subsidiaries must be in satisfactory compliance with the CRA. Failure to sustain compliance with these requirements or correct any non-compliance within a fixed time period could lead to divestiture of subsidiary banks or require all activities to conform to those permissible for a bank holding company. The Bancorp has not elected financial holding company status and does not believe it has engaged in any activities determined by the Federal Reserve to be financial in nature or incidental or complementary to activities that are financial in nature, which would, in the absence of financial holding company status, require notice or Federal Reserve approval .
Pursuant to the Federal Deposit Insurance Act (“FDI Act”) and the California Financial Code, California state chartered commercial banks may generally engage in any activity permissible for national banks. Therefore, the Bank may form subsidiaries to engage in the many so-called “closely related to banking” or “nonbanking” activities commonly conducted by national banks in operating subsidiaries or subsidiaries of bank holding companies. Further, pursuant to the GLB Act, California banks may conduct certain “financial” activities in a subsidiary to the same extent as a national bank, provided the bank is and remains “well-capitalized,” “well-managed” and in satisfactory compliance with the CRA. The Bank currently has no financial subsidiaries.
Regulation of the Bank
As a California commercial bank whose deposits are insured by the FDIC, the Bank is subject to regulation, supervision, and regular examination by the DBO and the FDIC, as the Bank’s primary Federal regulator, and must also comply with certain applicable regulations of the Federal Reserve. Specific federal and state laws and regulations which are applicable to banks regulate, among other things, the scope of their business, their investments, their reserves against deposits, the timing of the availability of deposited funds, their activities relating to dividends, the nature and amount of and collateral for certain loans, servicing and foreclosing on loans, borrowings, capital requirements, certain check-clearing activities, branching, and mergers and acquisitions. California banks are also subject to statutes and regulations including Federal Reserve Regulation O and Federal Reserve Act Sections 23A and 23B and Regulation W, which restrict or limit loans or extensions of credit to “insiders,” including officers, directors, and principal shareholders, and affiliates, and purchases of assets from affiliates, including parent bank holding companies, except pursuant to certain exceptions and only on terms and conditions at least as favorable to those prevailing for comparable transactions with unaffiliated parties. The Dodd-Frank Act expanded definitions and restrictions on transactions with affiliates and insiders under Sections 23A and 23B , and also lending limits for derivative transactions, repurchase agreements and securities lending, and borrowing transactions .
The Bank operates branches and/or loan production offices in California, New York, Illinois, Massachusetts, Texas, Washington, Nevada, Maryland, and New Jersey. While the DBO remains the Bank’s primary state regulator, the Bank’s operations in these jurisdictions are subject to examination and supervision by local bank regulators, and transactions with customers in those jurisdictions are subject to local laws, including consumer protection laws. The Bank also operates a branch in Hong Kong and a representative office in Taipei and in Shanghai. The operations of these foreign offices and branches (and limits on the scope of their activities) are subject to local law and regulatory authorities in addition to regulation and supervision by the DBO and the Federal Reserve.
Enforcement Authority
The federal and California regulatory structure gives the bank regulatory agencies extensive discretion in connection with their supervisory and enforcement activities and examination policies, including policies with respect to the classification of assets and the establishment of adequate loan loss reserves for regulatory purposes. The regulatory agencies have adopted guidelines to assist in identifying and addressing potential safety and soundness concerns before an institution’s capital becomes impaired. The guidelines establish operational and managerial standards generally relating to: (i) internal controls, information systems, and internal audit systems; (ii) loan documentation; (iii) credit underwriting; (iv) interest-rate exposure; (v) asset growth and asset quality; (vi) loan concentration; and (vii) compensation, fees, and benefits. Further, the regulatory agencies have adopted safety and soundness guidelines for asset quality and for evaluating and monitoring earnings to ensure that earnings are sufficient for the maintenance of adequate capital and reserves. If, as a result of an examination, the DBO or the FDIC should determine that the financial condition, capital resources, asset quality, earnings prospects, management, liquidity, or other aspects of the Bank’s operations are unsatisfactory or that the Bank or its management is violating or has violated any law or regulation, the DBO and the FDIC have residual authority to:
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Require affirmative action to correct any conditions resulting from any violation or practice; |
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Direct an increase in capital and the maintenance of higher specific minimum capital ratios, which may preclude the Bank from being deemed “well -capitalized” and restrict its ability to accept certain brokered deposits, among other things; |
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Restrict the Bank’s growth geographically, by products and services, or by mergers and acquisitions; |
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Issue, or require the Bank to enter into, informal or formal enforcement actions, including required Board resolutions, memoranda of understanding, written agreements and consent or cease and desist orders or prompt corrective action orders to take corrective action and cease unsafe and unsound practices; |
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Require prior approval of senior executive officer or director changes, remove officers and directors, and assess civil monetary penalties; and |
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Terminate FDIC insurance, revoke the Bank’s charter, take possession of , close and liquidate the Bank, or appoint the FDIC as receiver. |
The Federal Reserve has similar enforcement authority over bank holding companies and commonly takes parallel action in conjunction with actions taken by a subsidiary bank’s regulators.
In the exercise of their supervisory and examination authority, the regulatory agencies have recently emphasized corporate governance, stress testing, enterprise risk management and other board responsibilities; anti-money laundering compliance and enhanced high risk customer due diligence; vendor management; cyber security and fair lending and other consumer compliance obligations.
Deposit Insurance
The FDIC is an independent federal agency that insures deposits, up to prescribed statutory limits, of federally insured banks and savings institutions and safeguards the safety and soundness of the banking and savings industries. The FDIC insures our customer deposits through the Deposit Insurance Fund (the “DIF”) up to prescribed limits of $250,000 for each depositor pursuant to the Dodd-Frank Act. The amount of FDIC assessments paid by each DIF member institution is based on its relative risk of default as measured by regulatory capital ratios and other supervisory factors. As an institution with $10 billion or more in assets, the FDIC uses a performance score and a loss-severity score to calculate an initial assessment rate for the Bank. In calculating these scores, the FDIC uses the Bank’s capital level and regulatory supervisory ratings and certain financial measures to assess the Bank’s ability to withstand asset-related stress and funding-related stress. The FDIC also has the ability to make discretionary adjustments to the total score based upon significant risk factors that are not adequately captured in the calculations. In addition to ordinary assessments described above, the FDIC has the ability to impose special assessments in certain instances.
All FDIC-insured institutions are also required to pay assessments to the FDIC to fund interest payments on bonds issued by the Financing Corporation (“FICO"), an agency of the federal government established to recapitalize the predecessor to the DIF. These assessments will continue until the FICO bonds mature in 2017 through 2019 .
Pursuant to the Dodd-Frank Act, the FDIC has established 2.0% as the designated reserve ratio (DRR), that is, the ratio of the DIF to insured deposits. The FDIC has adopted a plan under which it will meet the statutory minimum DRR of 1.35% (formerly 1.15%) by September 30, 2020, the deadline imposed by the Dodd-Frank Act. The Dodd-Frank requires the FDIC to offset the effect of the increase in the statutory minimum DRR to 1.35% on institutions with assets less than $10 billion. The FDIC has not yet announced how it will implement this offset or how larger institutions will be affected by it.
We are generally unable to control the amount of assessments that we are required to pay for FDIC insurance. If there are additional bank or financial institution failures or if the FDIC otherwise determines, we may be required to pay even higher FDIC assessments than the recently increased levels. These increases in FDIC insurance assessments may have a material and adverse effect on our earnings and could have a material adverse effect on the value of, or market for, our common stock.
Under the FDI Act, the FDIC may terminate deposit insurance upon a finding that the institution has engaged in unsafe and unsound practices, is in an unsafe or unsound condition to continue operations, or has violated any applicable law, regulation, rule, order or condition imposed by the FDIC.
Prompt Corrective Action Provisions
The FDI Act requires the federal bank regulatory agencies to take “prompt corrective action” with respect to a depository institution if that institution does not meet certain capital adequacy standards, including requiring the prompt submission of an acceptable capital restoration plan. Depending on the bank’s capital ratios, the agencies’ regulations define five categories in which an insured depository institution will be placed: well-capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized. At each successive lower capital category, an insured bank is subject to more restrictions, including restrictions on the bank's activities, operational practices or the ability to pay dividends. Based upon its capital levels, a bank that is classified as well-capitalized, adequately capitalized, or undercapitalized may be treated as though it were in the next lower capital category if the appropriate federal banking agency, after notice and opportunity for hearing, determines that an unsafe or unsound condition, or an unsafe or unsound practice, warrants such treatment.
The prompt corrective action standards were changed when the new capital rule ratios became effective on January 1, 2015. Under the new standards, in order to be considered well-capitalized, the Bank is required to have met the new common equity Tier 1 ratio of 6.5%, an increased Tier 1 ratio of 8% (increased from 6%), a total capital ratio of 10% (unchanged) and a leverage ratio of 5% (unchanged).
Dividends
Holders of the Bancorp’s common stock are entitled to receive dividends as and when declared by the board of directors out of funds legally available therefore under the laws of the State of Delaware. Delaware corporations such as the Bancorp may make distributions to their stockholders out of their surplus, or in case there is no surplus, out of their net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year. However, dividends may not be paid out of a corporation’s net profits if, after the payment of the dividend, the corporation’s capital would be less than the capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets.
It is the Federal Reserve’s policy that bank holding companies should generally pay dividends on common stock only out of income available over the past year, and only if prospective earnings retention is consistent with the organization’s expected future needs and financial condition. It is also the Federal Reserve’s policy that bank holding companies should not maintain dividend levels that undermine their ability to be a source of strength to their banking subsidiaries. The Federal Reserve also discourages dividend policy payment ratios that are at maximum allowable levels unless both asset quality and capital are very strong.
The terms of our Junior Subordinated Notes also limit our ability to pay dividends on our common stock. If we are not current on our payment of interest on our Junior Subordinated Notes, we may not pay dividends on our common stock. The amount of future dividends by the Bancorp will depend on our earnings, financial condition, capital requirements and other factors, and will be determined by our board of directors in accordance with the capital management and dividend policy.
The Bank is a legal entity that is separate and distinct from its holding company. The Bancorp is dependent on the performance of the Bank for funds which may be received as dividends from the Bank for use in the operation of the Bancorp and the ability of the Bancorp to pay dividends to stockholders. Future cash dividends by the Bank will also depend upon management’s assessment of future capital requirements, contractual restrictions, and other factors. When phased in, the new capital rules will restrict dividends by the Bank if the capital conservation buffer is not achieved.
The power of the board of directors of the Bank to declare cash dividends to the Bancorp is subject to California law, which restricts the amount available for cash dividends to the lesser of a bank’s retained earnings or net income for its last three fiscal years (less any distributions to stockholders made during such period). Where the above test is not met, cash dividends may still be paid, with the prior approval of the DBO , in an amount not exceeding the greatest of (i) retained earnings of the Bank; (ii) the net income of the Bank for its last fiscal year; or (iii) the net income of the Bank for its current fiscal year. Future cash dividends by the Bank will also depend upon management’s assessment of future capital requirements, contractual restrictions, and other factors.
Operations and Consumer Compliance Laws
The Bank must comply with numerous federal and state anti-money laundering and consumer protection statutes and implementing regulations, including the USA Patriot Act, the Bank Secrecy Act, the Foreign Account Tax Compliance Act, the CRA, the Fair Credit Reporting Act, as amended by the Fair and Accurate Credit Transactions Act, the Equal Credit Opportunity Act, the Truth in Lending Act, the Fair Housing Act, the Home Mortgage Disclosure Act, the Real Estate Settlement Procedures Act, the National Flood Insurance Act, the California Homeowner Bill of Rights and various federal and state privacy protection laws. The Bank and the Company are also subject to federal and state laws prohibiting unfair or fraudulent business practices, untrue or misleading advertising, and unfair competition.
These laws and regulations also mandate certain disclosure and reporting requirements and regulate the manner in which financial institutions must deal with customers when taking deposits, making loans, collecting loans, and providing other services. Failure to comply with these laws and regulations can subject the Bank to lawsuits and penalties, including enforcement actions, injunctions, fines or criminal penalties, punitive damages to consumers, and the loss of certain contractual rights.
Federal Home Loan Bank System
The Bank is a member of the FHLB of San Francisco. Among other benefits, each FHLB serves as a reserve or central bank for its members within its assigned region. Each FHLB is financed primarily from the sale of consolidated obligations of the FHLB system. Each FHLB makes available loans or advances to its members in compliance with the policies and procedures established by the board of directors of the individual FHLB. Each member of the FHLB of San Francisco is required to own stock in an amount equal to the greater of (i) a membership stock requirement with an initial cap of $15 million (100% of “membership asset value” as defined), or (ii) an activity based stock requirement (based on a percentage of outstanding advances). There can be no assurance that the FHLB will pay dividends at the same rate it has paid in the past, or that it will pay any dividends in the future.
Impact of Monetary Policies
The earnings and growth of the Bank are largely dependent on its ability to maintain a favorable differential or spread between the yield on its interest-earning assets and the rates paid on its deposits and other interest-bearing liabilities. As a result, the Bank’s performance is influenced by general economic conditions, both domestic and foreign, the monetary and fiscal policies of the federal government, and the policies of the regulatory agencies. The Federal Reserve implements national monetary policies (such as seeking to curb inflation and combat recession) by its open-market operations in U.S. government securities, by adjusting the required level of reserves for financial institutions subject to its reserve requirements, and by varying the discount rate applicable to borrowings by banks from the Federal Reserve Banks. The actions of the Federal Reserve in these areas influence the growth of bank loans, investments, and deposits, and also affect interest rates charged on loans and deposits. The nature and impact of any future changes in monetary policies cannot be predicted.
Securities and Corporate Governance
The Bancorp is subject to the disclosure and regulatory requirements of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, both as administered by the SEC. As a company listed on the NASDAQ Global Select Market, the Company is subject to NASDAQ listing standards for listed companies. The Bancorp is also subject to the Sarbanes-Oxley Act of 2002, provisions of the Dodd-Frank Act, and other federal and state laws and regulations which address, among other issues, required executive certification of financial presentations, corporate governance requirements for board audit and compensation committees and their members, and disclosure of controls and procedures and internal control over financial reporting, auditing and accounting, executive compensation, and enhanced and timely disclosure of corporate information. NASDAQ has also adopted corporate governance rules, which are intended to allow stockholders and investors to more easily and efficiently monitor the performance of companies and their directors. Under the Sarbanes-Oxley Act, management and the Bancorp’s independent registered public accounting firm are required to assess the effectiveness of the Bancorp’s internal control over financial reporting as of December 31, 2015. These assessments are included in Part II — Item 9A — “Controls and Procedures.”
Federal Banking Agency Compensation Guidelines
Guidelines adopted by the federal banking agencies pursuant to the FDI Act prohibit excessive compensation as an unsafe and unsound practice and describe compensation as excessive when the amounts paid are unreasonable or disproportionate to the services performed by an executive officer, employee, director or principal stockholder. In June 2010, the federal banking agencies issued comprehensive guidance on incentive compensation policies intended to ensure that the incentive compensation policies of banking organizations do not undermine the safety and soundness of such organizations by encouraging excessive risk-taking.
In addition, the Dodd-Frank Act requires the federal bank regulatory agencies and the SEC to establish joint regulations or guidelines prohibiting certain incentive-based payment arrangements. These regulators must establish regulations or guidelines requiring enhanced disclosure to regulators of incentive-based compensation arrangements. The agencies proposed such regulations in April 2011, but the regulations have not been finalized.
The scope, content and application of the U.S. banking regulators’ policies on incentive compensation continue to evolve. It cannot be determined at this time whether compliance with such policies will adversely affect the ability of the Bancorp and the Bank to hire, retain and motivate key employees.
The Federal Reserve will review, as part of the regular, risk-focused examination process, the incentive compensation arrangements of banking organizations, such as us, that are not “large, complex banking organizations.” These reviews will be tailored to each organization based on the scope and complexity of the organization’s activities and the prevalence of incentive compensation arrangements. The findings of the supervisory initiatives will be included in reports of examination. Deficiencies will be incorporated into the organization’s supervisory ratings, which can affect the organization’s ability to make acquisitions and take other actions. Enforcement actions may be taken against a banking organization if its incentive compensation arrangements, or related risk management control or governance processes, pose a risk to the organization’s safety and soundness and the organization is not taking prompt and effective measures to correct the deficiencies.
Audit Requirements
The Bank is required to have an annual independent audit, alone or as a part of its bank holding company’s audit, and to prepare all financial statements in accordance with U.S. generally accepted accounting principles. The Bank and the Bancorp are also each required to have an audit committee comprised entirely of independent directors. As required by NASDAQ, the Bancorp has certified that its audit committee has adopted formal written charters and meets the requisite number of directors, independence, and other qualification standards. As such, among other requirements, the Bancorp must maintain an audit committee that includes members with banking or related financial management expertise, has access to its own outside counsel, and does not include members who are large customers of the Bank. In addition, because the Bank has more than $3 billion in total assets, it is subject to the FDIC requirements for audit committees of large institutions.
Regulation of Non-Bank Subsidiaries
Non-bank subsidiaries are subject to additional or separate regulation and supervision by other state, federal and self-regulatory bodies. Additionally, any foreign-based subsidiaries would also be subject to foreign laws and regulations.
Item 1A. Risk Factors.
Difficult business and economic conditions can adversely affect our industry and business.
Our financial performance generally, and the ability of borrowers to pay interest on and repay the principal of outstanding loans and the value of the collateral securing those loans, as well as demand for loans and other products and services we offer, is highly dependent upon the business and economic conditions in the markets in which we operate and in the United States as a whole. Although the U.S. economy has recently showed signs of improvement following a prolonged economic recession , consumer spending and gross domestic product growth have been less robust than expected . Since the recession, economic growth has been slow and uneven, business growth across a wide range of industries and regions in the United States remains reduced, local governments and many businesses continue to experience financial difficulty and there are continuing concerns related to the level of U.S. government debt and fiscal actions that may be taken to address that debt. Recovery by many businesses has been impaired by lower consumer spending. More recently, the volatility in the stock exchanges and real estate markets in the U.S. and abroad may negatively impact asset values and the profitability and liquidity of our customers, potentially increasing the risk of borrower defaults. Oil prices also have declined significantly, with the price of oil decreasing to below $30 per barrel, from a high of $110 per barrel in 2011. In addition, concerns about the performance of international economies, especially in Europe and emerging markets, and economic conditions in Asia, particularly the economies of China and Taiwan, can impact the economy and financial markets here in the United States. Concerns about the economy have also resulted in decreased lending by financial institutions to their customers and to each other. These economic pressures on consumers and businesses may continue to adversely affect our business, financial condition, results of operations and stock price. In particular, we may face the following risks in connection with these events:
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Unfavorable market conditions can result in a deterioration in the credit quality of our borrowers and the demand for our products and services, an increase in the number of loan delinquencies, defaults and charge-offs, additional provisions for loan losses, adverse asset values and an overall material adverse effect on the quality of our loan portfolio . |
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Economic pressure on consumers and uncertainty regarding continuing economic improvement may result in changes in consumer and business spending, borrowing and saving habits. Such conditions could have a material adverse effect on the credit quality of our loans or our business, financial condition or results of operations . |
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We face increased regulation of our industry, including changes by Congress or federal regulatory agencies to the banking and financial institutions regulatory regime and heightened legal standards and regulatory requirements that may be adopted in the future. Compliance with such regulation may increase our costs and limit our ability to pursue business opportunities. |
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The process we use to estimate losses inherent in our credit exposure requires difficult, subjective, and complex judgments, including forecasts of economic conditions and how these economic conditions might impair the ability of our borrowers to repay their loans. The level of uncertainty concerning economic conditions may adversely affect the accuracy of our estimates which may, in turn, impact the reliability of the process. |
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The value of the portfolio of investment securities that we hold may be adversely affected by increasing interest rates and defaults by debtors. |
Our banking operations are concentrated primarily in California, and secondarily in New York, Texas, Massachusetts, Washington, Illinois, New Jersey, Maryland, Nevada, and Hong Kong. The economic conditions in these local markets may be different from, and in some instances worse than, the economic conditions in the United States as a whole. Adverse economic conditions in these regions in particular could impair borrowers’ ability to service their loans, decrease the level and duration of deposits by customers, decrease demand for our loans and other services and erode the value of loan collateral. These conditions include the effects of the general decline in real estate sales and prices in many markets across the United States; declines in economic growth, business activity or investor or business confidence; limitations on the availability or increases in the cost of credit and capital; increases in inflation or interest rates; high unemployment; natural disasters; state or local government insolvency; or a combination of these or other factors. These conditions could increase the amount of our non-performing assets and have an adverse effect on our efforts to collect our non-performing loans or otherwise liquidate our non-performing assets (including other real estate owned) on terms favorable to us, if at all, and could also cause a decline in demand for our products and services, or a lack of growth or a decrease in deposits, any of which may cause us to incur losses, adversely affect our capital, and hurt our business.
We may be required to make additional provisions for loan losses and charge off additional loans in the future, which could adversely affect our results of operations.
At December 31, 2015, our allowance for loan losses totaled $139.0 million and we had net charge-offs of $11.1 million for 2015. Although economic conditions in the real estate market in portions of Los Angeles, San Diego, Riverside, and San Bernardino counties and the Central Valley of California where many of our commercial real estate and construction loan customers are based, have improved, the economic recovery in these areas of California is uneven and in some areas rather slow, with relatively high and persistent unemployment. Moreover, rising interest rates may adversely affect real estate sales. As of December 31, 2015, we had approximately $5.7 billion in commercial real estate and construction loans. Any deterioration in the real estate market generally and in the commercial real estate and residential building segments in particular could result in additional loan charge-offs and provisions for loan losses in the future, which could have a material adverse effect on our financial condition, net income, and capital.
The allowance for credit losses is an estimate of probable credit losses. Actual credit losses in excess of the estimate could adversely affect our results of operations and capital.
A significant source of risk arises from the possibility that we could sustain losses because borrowers, guarantors, and related parties may fail to perform in accordance with the terms of their loans and leases. The underwriting and credit monitoring policies and procedures that we have adopted to address this risk may not prevent unexpected losses that could have a material adverse effect on our business, financial condition, results of operations, and cash flows. The allowance for credit losses is based on management’s estimate of the probable losses from our credit portfolio. If actual losses exceed the estimate, the excess losses could adversely affect our results of operations and capital. Such excess losses could also lead to larger allowances for credit losses in future periods, which could in turn adversely affect results of operations and capital in those periods. If economic conditions differ substantially from the assumptions used in the estimate or adverse developments arise with respect to our credits, future losses may occur, and increases in the allowance may be necessary. In addition, various regulatory agencies, as an integral part of their examination process, periodically review the adequacy of our allowance. These agencies may require us to establish additional allowances based on their judgment of the information available at the time of their examinations. No assurance can be given that we will not sustain credit losses in excess of present or future levels of the allowance for credit losses.
We are subject to extensive laws , regulations and supervision, and may become subject to additional laws , regulations and supervision that may be enacted and that could limit or restrict our activities, hamper our ability to increase our assets and earnings, and materially and adversely affect our profitability.
We operate in a highly regulated industry and are or may become subject to regulation by federal, state, and local governmental authorities and various laws, regulations, regulatory guidelines, and judicial and administrative decisions imposing requirements or restrictions on part or all of our operations, capitalization, payment of dividends, mergers and acquisitions, investments, loans and interest rates charged, interest rates paid on deposits, and locations of offices. We also must comply with numerous federal anti-money laundering, tax withholding and reporting, and consumer protection statutes and regulations. A considerable amount of management time and resources have been devoted to the oversight of, and the development and implementation of controls and procedures relating to, compliance with these laws and regulations, and we expect that significant time and resources will be devoted to compliance in the future. These laws and regulations mandate certain disclosure and reporting requirements and regulate the manner in which we must deal with our customers when taking deposits, making loans, collecting loans, and providing other services. We also are, or may become subject to, examination, supervision, and additional comprehensive regulation by various federal, state, and local authorities with regard to compliance with these laws and regulations.
Because our business is highly regulated, the laws, rules, regulations, and supervisory guidance and policies applicable to us are subject to regular modification and change. Perennially, various laws, rules and regulations are proposed, which, if adopted, could impact our operations, increase our capital requirements or substantially restrict our growth and adversely affect our ability to operate profitably by making compliance much more difficult or expensive, restricting our ability to originate or sell loans, or further restricting the amount of interest or other charges or fees earned on loans or other products. In addition, further regulation could increase the assessment rate we are required to pay to the FDIC, adversely affecting our earnings. Furthermore, recent changes to Regulation Z promulgated by the CFPB may make it more difficult for us to underwrite consumer mortgages and to compete with large national mortgage service providers. It is very difficult to predict the competitive impact that any such changes would have on the banking and financial services industry in general or on our business in particular. Such changes may, among other things, increase the cost of doing business, limit permissible activities, or affect the competitive balance between banks and other financial institutions. The Dodd-Frank Act instituted major changes to the banking and financial institutions regulatory regimes in light of the recent performance of and government intervention in the financial services sector. Other changes to statutes, regulations, or regulatory policies, including changes in interpretation or implementation of statutes, regulations, or policies, could affect us in substantial and unpredictable ways. Such changes could, among other things, subject us to additional costs, limit the types of financial services and products we may offer, and/or increase the ability of non-banks to offer competing financial services and products. Failure to comply with laws, regulations, or policies could result in sanctions by regulatory agencies, civil money penalties, and/or reputation damage, which could have a material and adverse effect on our business, financial condition, results of operations and the value of our common stock. See Part I — Item 1 — “Business — Regulation and Supervision.”
Additional requirements imposed by the Dodd-Frank Act could adversely affect us.
Recent government efforts to strengthen the U.S. financial system have resulted in the imposition of additional regulatory requirements, including expansive financial services regulatory reform legislation. The Dodd-Frank Act provided for sweeping regulatory changes and the establishment of strengthened capital and liquidity requirements for banks and bank holding companies, including minimum leverage and risk-based capital requirements no less than the strictest requirements in effect for depository institutions as of the date of enactment; the requirement that bank holding companies serve as a source of financial strength for their depository institution subsidiaries; enhanced regulation of financial markets, including the derivative and securitization markets, and the elimination of certain proprietary trading activities by banks; additional corporate governance and executive compensation requirements; enhanced financial institution safety and soundness regulations; revisions in FDIC insurance assessment fees; the implementation of the qualified mortgage and ability-to-repay rules for mortgage loans; and the establishment of new regulatory bodies, such as the CFPB and the Financial Services Oversight Counsel, to identify emerging systemic risks and improve interagency cooperation. In addition, we are required to conduct stress testing based on certain macroeconomic scenarios to reflect the impact on our income, revenues, balance sheets, and capital levels, the results of which could require us to take certain actions, including being required to raise additional capital. Current and future legal and regulatory requirements, restrictions, and regulations, including those imposed under the Dodd-Frank Act, may adversely impact our profitability, make it more difficult to attract and retain key executives and other personnel, may have a material and adverse effect on our business, financial condition, results of operations and the value of our common stock, and may require us to invest significant management attention and resources to evaluate and make any changes required by the legislation and related regulations .
We are subject to stringent capital requirements , including those required by Basel III .
The U.S. federal bank regulators have jointly adopted new capital requirements on banks and bank holding companies as required by the Dodd-Frank Act, which became effective on January 1, 2015, incorporate the elements of Basel Committee’s Basel III accords and have the effect of raising our capital requirements and imposing new capital requirements beyond those previously required. Increased regulatory capital requirements (and the associated compliance costs) whether due to the adoption of new laws and regulations, changes in existing laws and regulations, or more expansive or aggressive interpretations of existing laws and regulations, may require us to raise additional capital, or impact our ability to pay dividends or pay compensation to our executives, which could have a material and adverse effect on our business, financial condition, results of operations and the value of our common stock. If we do not meet minimum capital requirements, we will be subject to prompt corrective action by federal bank regulatory agencies. Prompt corrective action can include progressively more restrictive constraints on operations, management and capital distributions. For additional discussion regarding our capital requirements, please see “Item 1. Business – Regulation and Supervision – Capital Adequacy Requirements” above.
We may become subject to supervisory action by bank supervisory authorities that could have a material adverse effect on our business, financial condition, and the value of our common stock.
Under federal and state laws and regulations pertaining to the safety and soundness of financial institutions, the Federal Reserve Bank of San Francisco (the “FRB SF”) has authority over the Bancorp and separately the DBO and FDIC have authority over the Bank to compel or restrict certain actions if the Bancorp or the Bank should violate any laws or regulations, if its capital should fall below adequate capital standards as a result of operating losses, or if these regulators otherwise determine that the Bancorp or the Bank have engaged in unsafe or unsound practices, including failure to exercise proper risk oversight over the many areas of Bancorp’s and the Bank’s operations. These regulators, as well as the CFPB, also have authority over the Bancorp’s and the Bank’s compliance with various statutes and consumer protection and other regulations. Among other matters, the corrective actions that may be required of the Bancorp or the Bank following the occurrence of any of the foregoing may include, but are not limited to, requiring the Bancorp and/or the Bank to enter into informal or formal enforcement orders, including board resolutions, memoranda of understanding, written agreements, supervisory letters, commitment letters, and consent or cease and desist orders to take corrective action and refrain from unsafe and unsound practices; removing officers and directors; assessing civil monetary penalties; and taking possession of , closing and liquidating the Bank. If we are unable to meet the requirements of any corrective actions, we could become subject to supervisory action. The terms of any such supervisory action could have a material and adverse effect on our business, financial condition, results of operations and the value of our common stock.
We face a risk of noncompliance and enforcement action with the Bank Secrecy Act and other anti-money laundering statutes and regulations.
The Bank Secrecy Act, the USA PATRIOT Act of 2001, and other laws and regulations require financial institutions, among other duties, to institute and maintain an effective anti-money laundering program and file suspicious activity and currency transaction reports as appropriate. The federal Financial Crimes Enforcement Network is authorized to impose significant civil money penalties for violations of those requirements and has recently engaged in coordinated enforcement efforts with federal banking regulators, as well as with the U.S. Department of Justice, Drug Enforcement Administration, and Internal Revenue Service. We are also subject to increased scrutiny of compliance with the rules enforced by the Office of Foreign Assets Control and compliance with the Foreign Corrupt Practices Act. In addition, our Hong Kong Branch is subject to the anti-money laundering laws and regulations of Hong Kong. If our policies, procedures and systems are deemed deficient, we would be subject to liability, including fines and regulatory actions, which may include restrictions on our ability to pay dividends and the necessity to obtain regulatory approvals to proceed with certain aspects of our business plan, including our acquisition plans. Failure to maintain and implement adequate programs to combat money laundering and terrorist financing could also have serious reputational consequences for us. Any of these results could materially and adversely affect our business, financial condition, results of operations and the value of our common stock.
We may experience goodwill impairment.
Goodwill is initially recorded at fair value and is not amortized, but is reviewed at least annually or more frequently if events or changes in circumstances indicate that the carrying value may not be fully recoverable. If our estimates of goodwill fair value change, we may determine that impairment charges are necessary. Estimates of fair value are determined based on a complex model using cash flows and company comparisons. If management’s estimates of future cash flows are inaccurate, the fair value determined could be inaccurate and impairment may not be recognized in a timely manner.
Liquidity risk could impair our ability to fund operations and jeopardize our financial condition.
Liquidity is essential to our business. An inability to raise funds through deposits, FHLB advances and other borrowings, the sale of loans, and other sources could have a material adverse effect on our liquidity. Our access to funding sources in amounts adequate to finance our activities could be impaired by factors that affect us specifically or the financial services industry in general. Factors that could detrimentally impact our access to liquidity sources include a decrease in the level of our business activity due to a market downturn or adverse regulatory action against us. Deposit balances can decrease when customers perceive alternative investments as providing a better risk/return tradeoff. If customers move money out of bank deposits and into other investments, we would lose a relatively low-cost source of funds, increasing our funding costs and reducing our net interest income and net income. Our ability to acquire deposits or borrow could also be impaired by factors that are not specific to us, such as a severe disruption of the financial markets or negative views and expectations about the prospects for the financial services industry as a whole.
Based on past experience, we believe that our deposit accounts are relatively stable sources of funds. If we increase interest rates paid to retain deposits, our earnings may be adversely affected, which could have an adverse effect on our business, financial condition and results of operations. Any decline in available funding could adversely impact our ability to originate loans, invest in securities, meet our expenses, pay dividends to our stockholders or to fulfill obligations such as repaying our borrowings or meeting deposit withdrawal demands, any of which could have a material adverse impact on our liquidity, business, financial condition and results of operations.
Our business is subject to interest rate risk, and fluctuations in interest rates could reduce our net interest income and adversely affect our business.
A substantial portion of our income is derived from the differential, or “spread,” between the interest earned on loans, investment securities, and other interest-earning assets, and the interest paid on deposits, borrowings, and other interest-bearing liabilities. The interest rate risk inherent in our lending, investing, and deposit taking activities is a significant market risk to us and our business. Income associated with interest earning assets and costs associated with interest-bearing liabilities may not be affected uniformly by fluctuations in interest rates. The magnitude and duration of changes in interest rates, events over which we have no control, may have an adverse effect on net interest income. Prepayment and early withdrawal levels, which are also impacted by changes in interest rates, can significantly affect our assets and liabilities. Increases in interest rates may adversely affect the ability of our floating rate borrowers to meet their higher payment obligations, which could in turn lead to an increase in non-performing assets and net charge-offs.
Generally, the interest rates on our interest-earning assets and interest-bearing liabilities do not change at the same rate, to the same extent, or on the same basis. Even assets and liabilities with similar maturities or periods of re-pricing may react in different degrees to changes in market interest rates. Interest rates on certain types of assets and liabilities may fluctuate in advance of changes in general market interest rates, while interest rates on other types of assets and liabilities may lag behind changes in general market rates. Certain assets, such as fixed and adjustable rate mortgage loans, have features that limit changes in interest rates on a short-term basis and over the life of the asset. Therefore, as interest rates begin to increase, if our floating rate interest-earning assets do not reprice faster than our interest-bearing liabilities in a rising rate environment, our net interest income and, in turn, our profitability, could be adversely affected.
We seek to minimize the adverse effects of changes in interest rates by structuring our asset-liability composition to obtain the maximum spread. We use interest rate sensitivity analysis and a simulation model to assist us in estimating the optimal asset-liability composition. However, such management tools have inherent limitations that impair their effectiveness. Moreover, the long-term effects of the Federal Reserve’s unprecedented quantitative easing and tapering of it is unknown and, while interest rates have begun to increase, they remain at historically low levels and are not expected to increase significantly in the near future . There can be no assurance that we will be successful in minimizing the adverse effects of changes in interest rates.
We have engaged in expansion through acquisitions and may consider additional acquisitions in the future, which could negatively affect our business and earnings.
We have engaged in expansion through acquisitions and may consider other acquisitions in the future. There are risks associated with any such expansion. These risks include, among others, incorrectly assessing the asset quality of a bank acquired in a particular transaction, encountering greater than anticipated costs in integrating acquired businesses, facing resistance from customers or employees, and being unable to profitably deploy assets acquired in the transaction. Additional country- and region-specific risks are associated with transactions outside the United States, including in China. To the extent we issue capital stock in connection with additional transactions, if any, these transactions and related stock issuances may have a dilutive effect on earnings per share and share ownership.
Our earnings, financial condition, and prospects after a merger or acquisition depend in part on our ability to successfully integrate the operations of the acquired company. We may be unable to integrate operations successfully or to achieve expected cost savings. Any cost savings which are realized may be offset by losses in revenues or other charges to earnings.
In addition, our ability to grow may be limited if we cannot make acquisitions. We compete with other financial institutions with respect to proposed acquisitions. We cannot predict if or when we will be able to identify and attract acquisition candidates or make acquisitions on favorable terms.
Inflation and deflation may adversely affect our financial performance.
The Consolidated Financial Statements and related financial data presented in this report have been prepared in accordance with accounting principles generally accepted in the United States. These principles require the measurement of financial position and operating results in terms of historical dollars, without considering changes in the relative purchasing power of money over time due to inflation or deflation. The primary impact of inflation on our operations is reflected in increased operating costs. Conversely, deflation will tend to erode collateral values and diminish loan quality. Virtually all of our assets and liabilities are monetary in nature. As a result, interest rates have a more significant impact on our performance than the general levels of inflation or deflation. Interest rates do not necessarily move in the same direction or in the same magnitude as the price of goods and services.
As we expand our business outside of California markets, we will encounter risks that could adversely affect us.
We primarily operate in California markets with a concentration of Chinese-American individuals and businesses; however, one of our strategies is to expand beyond California into other domestic markets that have concentrations of Chinese-American individuals and businesses. We currently have operations in eight other states (New York, Texas, Washington, Massachusetts, Illinois, New Jersey, Maryland, and Nevada) and in Hong Kong. In the course of this expansion, we will encounter significant risks and uncertainties that could have a material adverse effect on our operations. These risks and uncertainties include increased expenses and operational difficulties arising from, among other things, our ability to attract sufficient business in new markets, to manage operations in noncontiguous market areas, to comply with all of the various local laws and regulations, and to anticipate events or differences in markets in which we have no current experience.
To the extent that we expand through acquisitions, such acquisitions may also adversely harm our business if we fail to adequately address the financial and operational risks associated with such acquisitions. For example, risks can include difficulties in assimilating the operations, technology, and personnel of the acquired company; diversion of management’s attention from other business concerns; inability to maintain uniform standards, controls, procedures, and policies; potentially dilutive issuances of equity securities; the incurring of additional debt and contingent liabilities; use of cash resources; large write-offs; and amortization expenses related to other intangible assets with finite lives.
Our loan portfolio is largely secured by real estate, which has adversely affected and may continue to adversely affect our results of operations.
The downturn in the real estate markets in recent years hurt our business because many of our loans are secured by real estate. The real estate collateral securing our borrowers’ obligations is principally located in California, and to a lesser extent, in New York, Texas, Massachusetts, Washington, Illinois, New Jersey, Maryland, and Nevada. The value of such collateral depends upon conditions in the relevant real estate markets. These include general or local economic conditions and neighborhood characteristics, unemployment rates, real estate tax rates, the cost of operating the properties, governmental regulations and fiscal policies, acts of nature including earthquakes, floods, and hurricanes (which may result in uninsured losses), and other factors beyond our control. The direction of real estate sales and prices in many markets across the United States is not currently predictable and reductions in the value of our real estate collateral could cause us to have to foreclose on the real estate. If we are not able to realize a satisfactory amount upon foreclosure sales, we may have to own the properties, subjecting us to exposure to the risks and expenses associated with ownership. Continued declines in real estate sales and prices coupled with any weakness in the economy and continued high unemployment will result in higher than expected loan delinquencies or problem assets, a decline in demand for our products and services, or a lack of growth or a decrease in deposits, which may cause us to incur losses, adversely affect our capital, and hurt our business.
The risks inherent in construction lending may continue to affect adversely our results of operations. Such risks include, among other things, the possibility that contractors may fail to complete, or complete on a timely basis, construction of the relevant properties; substantial cost overruns in excess of original estimates and financing; market deterioration during construction; and lack of permanent take-out financing. Loans secured by such properties also involve additional risk because they have no operating history. In these loans, loan funds are advanced upon the security of the project under construction (which is of uncertain value prior to completion of construction) and the estimated operating cash flow to be generated by the completed project. There is no assurance that such properties will be sold or leased so as to generate the cash flow anticipated by the borrower. A general decline in real estate sales and prices across the United States or locally in the relevant real estate market, a decline in demand for residential real estate, economic weakness, high rates of unemployment, and reduced availability of mortgage credit, are some of the factors that can adversely affect the borrowers’ ability to repay their obligations to us and the value of our security interest in collateral, and thereby adversely affect our results of operations and financial results.
Our use of appraisals in deciding whether to make a loan on or secured by real property does not ensure the value of the real property collateral.
In considering whether to make a loan secured by real property, we require an appraisal of the property. However, an appraisal is only an estimate of the value of the property at the time the appraisal is made. If the appraisal does not reflect the amount that may be obtained upon any sale or foreclosure of the property, we may not realize an amount equal to the indebtedness secured by the property.
Liabilities from environmental regulations could materially and adversely affect our business and financial condition.
In the course of the Bank’s business, the Bank may foreclose and take title to real estate, and could be subject to environmental liabilities with respect to these properties. The Bank may be held liable to a governmental entity or to third parties for property damage, personal injury, investigation and clean-up costs incurred by these parties in connection with environmental contamination, or may be required to investigate or clear up hazardous or toxic substances, or chemical releases at a property. The costs associated with investigation or remediation activities could be substantial. In addition, as the owner or former owner of any contaminated site, the Bank may be subject to common law claims by third parties based on damages, and costs resulting from environmental contamination emanating from the property. If the Bank ever becomes subject to significant environmental liabilities, its business, financial condition, results of operations and the value of our common stock could be materially and adversely affected.
We face substantial competition from our competitors.
We face substantial competition for deposits, loans, and for other banking services, as well as acquisitions, throughout our market area from the major banks and financial institutions that dominate the commercial banking industry. This may cause our cost of funds to exceed that of our competitors. These banks and financial institutions, including those with foreign ownership, have greater resources than we do, including the ability to finance advertising campaigns and allocate their investment assets to regions of higher yield and demand and make acquisitions. By virtue of their larger capital bases, they have substantially greater lending limits than we do and perform certain functions, including trust services, which are not presently offered by us. We also compete for loans and deposits, as well as other banking services, such as payment services, with savings and loan associations, savings banks, brokerage houses, insurance companies, mortgage companies, credit unions, credit card companies and other financial and non-financial institutions and entities. These factors and ongoing consolidation among insured institutions in the financial services industry may materially and adversely affect our ability to market our products and services. Significant increases in the costs of monitoring and ensuring compliance with new banking regulations and the necessary costs of upgrading information technology and data processing capabilities can have a disproportionate impact on our ability to compete with larger institutions.
We are dependent on key personnel and the loss of one or more of those key personnel may materially and adversely affect our prospects.
Competition for qualified employees and personnel in the banking industry is intense and there are a limited number of qualified persons with knowledge of, and experience in, the communities that we serve. The process of recruiting personnel with the combination of skills and attributes required to carry out our strategies is often lengthy. Our success depends to a significant degree upon our ability to attract and retain qualified management, loan origination, finance, administrative, marketing, and technical personnel and upon the continued contributions of our management and personnel. In particular, our success has been and continues to be highly dependent upon the abilities of key executives and certain other employees, including, but not limited to, our Chief Executive Officer, Dunson K. Cheng, and our Chief Financial Officer, Heng W. Chen.
Our compensation practices are subject to review and oversight by the FDIC, the DBO, the Federal Reserve and other regulators. We may be subject to limitations on compensation practices, which may or may not affect our competitors, by the FDIC, the DBO, the Federal Reserve or other regulators. These limitations could further affect our ability to attract and retain our executive officers and other key personnel. In April 2011, the Federal Reserve, other federal banking agencies and the SEC jointly published proposed rules designed to implement provisions of the Dodd-Frank Act prohibiting incentive compensation arrangements that would encourage inappropriate risk taking at covered financial institutions, which includes a bank or bank holding company with $1 billion or more of assets, such as the Bancorp and the Bank. It cannot be determined at this time whether or when a final rule will be adopted and whether compliance with such a final rule will substantially affect the manner in which we structure compensation for our executives and other employees. Depending on the nature and application of the final rules, we may not be able to successfully compete with certain financial institutions and other companies that are not subject to some or all of the rules to retain and attract executives and other high performing employees. If this were to occur, our business, financial condition and results of operations could be adversely affected, perhaps materially.
Managing reputational risk is important to attracting and maintaining customers, investors, and employees.
Threats to our reputation can come from many sources, including adverse sentiment about financial institutions generally, unethical practices, employee misconduct, failure to deliver minimum standards of service or quality, compliance deficiencies, failure to protect confidential client information and questionable, illegal, or fraudulent activities of our customers. We have policies and procedures in place that seek to protect our reputation and promote ethical conduct, but these policies and procedures may not be fully effective. Negative publicity regarding our business, employees, or customers, with or without merit, may result in the loss of customers, investors, and employees, costly litigation, a decline in revenues, and increased governmental regulation.
Natural disasters and geopolitical events beyond our control could adversely affect us.
Natural disasters such as earthquakes, landslides, wildfires, extreme weather conditions, hurricanes, floods, and other acts of nature and geopolitical events involving civil unrest, changes in government regimes, terrorism, or military conflict could adversely affect our business operations and those of our customers and cause substantial damage and loss to real and personal property. These natural disasters and geopolitical events could impair our borrowers’ ability to service their loans, decrease the level and duration of deposits by customers, erode the value of loan collateral, and result in an increase in the amount of our non-performing loans and a higher level of non-performing assets (including real estate owned), net charge-offs, and provision for loan losses, which could materially and adversely affect our business, financial condition, results of operations and the value of our common stock .
Adverse conditions in Asia and elsewhere could adversely affect our business.
A substantial number of our customers have economic and cultural ties to Asia and, as a result, we are likely to feel the effects of adverse economic and political conditions in Asia, including the effects of rising inflation or slowing growth and volatility in the real estate and stock markets in China and other regions. Additionally, we maintain a branch in Hong Kong. U.S. and global economic policies, military tensions, and unfavorable global economic conditions may adversely impact the Asian economies. In addition, pandemics and other public health crises or concerns over the possibility of such crises could create economic and financial disruptions in the region. A significant deterioration of economic conditions in Asia could expose us to, among other things, economic and transfer risk, and we could experience an outflow of deposits by those of our customers with connections to Asia. Transfer risk may result when an entity is unable to obtain the foreign exchange needed to meet its obligations or to provide liquidity. This may adversely impact the recoverability of investments with or loans made to such entities. Adverse economic conditions in Asia, and in China or Taiwan in particular, may also negatively impact asset values and the profitability and liquidity of our customers who operate in this region.
Our information systems may experience failures, interruptions, or breaches in security, which could have a material and adverse effect on our business, financial condition, results of operations and the value of our common stock .
We rely heavily on communications and information systems to conduct our business. Any failure, interruption, or breach or threatened breach of these systems could result in failures or disruptions in our customer relationship management, general ledger, deposit, loan, and other systems. In the course of providing financial services, we store personally identifiable data concerning customers and employees of customers. While we have policies and procedures designed to prevent or limit the effect of the failure, interruption, or breaches of our information systems, there can be no assurance that any such failures, interruptions, or breaches will not occur or, if they do occur, that they will be adequately addressed. Privacy laws and regulations are matters of growing public concern and are continually changing in the states in which we operate.
In recent periods, there has been a rise in electronic fraudulent activity, security breaches, and cyber -attacks within the financial services industry, especially in the banking sector. Some financial institutions have reported breaches of their websites and systems, some of which have involved sophisticated and targeted attacks intended to misappropriate sensitive or confidential information, destroy or corrupt data, disable or degrade service, disrupt operations or sabotage systems. These breaches can remain undetected for an extended period of time. The secure maintenance and transmission of confidential information, as well as the secure execution of transactions over our systems, are essential to protect us and our customers against fraud and security breaches and to maintain our customers’ confidence. Increases in criminal activity levels and sophistication, advances in computer capabilities, and other developments could result in a compromise or breach of the technology, processes, and controls that we use to prevent fraudulent transactions or to protect data about us, our customers, and underlying transactions, as well as the technology used by our customers to access our systems. Cyber security risks may also occur with our third-party service providers, and may interfere with their ability to fulfill their contractual obligations to us, with attendant potential for financial loss or liability that could adversely affect our financial condition or results of operations. These risks will likely continue to increase in the future as we continue to increase our offerings of mobile services and other Internet or web-based products.
The occurrence of any failures, interruptions, or breaches could damage our reputation, result in a loss of customers, cause us to incur additional costs (including remediation and cyber security protection costs), disrupt our operations, affect our ability to grow our online and mobile banking services, subject us to additional regulatory scrutiny, or expose us to civil litigation and possible financial liability, any of which could have a material adverse effect on our business, financial condition, results of operations and the value of our common stock .
Our need to continue to adapt our information technology systems to allow us to provide new and expanded service could present operational issues, require significant capital spending, and disrupt our business.
The financial services market, including banking services, is undergoing rapid changes with frequent introductions of new technology-driven products and services. In addition to better serving customers, the effective use of technology increases efficiency and may enable us to reduce costs. Our future success may depend, in part, on our ability to use technology to provide products and services that provide convenience to customers and to create additional efficiencies in our operations. As we continue to offer Internet banking and other online and mobile services to our customers, and continue to expand our existing conventional banking services, we will need to adapt our information technology systems to handle these changes in a way that meets constantly changing industry and regulatory standards. This can be very expensive and may require significant capital expenditures. In addition, our success will depend on, among other things, our ability to provide secure and reliable services, anticipate changes in technology, and efficiently develop and introduce services that are accepted by our customers and cost effective for us to provide. Some of our competitors have substantially greater resources to invest in technological improvements than we currently have. We may not be able to effectively implement new technology-driven products and services or be successful in marketing these products and services to our customers. As a result, our ability to effectively compete to retain or acquire new business may be impaired, and our business, financial condition or results of operations, may be adversely affected.
We may incur significant losses as a result of ineffective risk management processes and strategies.
We are exposed to many types of operational risks, including liquidity risk, credit risk, market risk, interest rate risk, legal and compliance risk, strategic risk, information security risk, and reputational risk. We are also reliant upon our employees, and our operations are subject to the risk of fraud, theft or malfeasance by our employees. We seek to monitor and control our risk exposure through a risk and control framework encompassing a variety of separate but complementary financial, credit, operational and compliance systems, and internal control and management review processes. However, these systems and review processes and the judgments that accompany their application may not be effective and, as a result, we may not anticipate every economic and financial outcome in all market environments or the specifics and timing of such outcomes, particularly in the event of the kinds of dislocations in market conditions experienced during the recession, which highlight the limitations inherent in using historical data to manage risk. If those systems and review processes prove to be ineffective in identifying and managing risks, our business, financial condition, results of operations and the value of our common stock could be materially and adversely affected. We may also suffer severe reputational damage.
Our business and financial results could be impacted materially by adverse results in legal proceedings.
Various aspects of our operations involve the risk of legal liability. We have been, and expect to continue to be, named or threatened to be named as defendants in legal proceedings arising from our business activities. We establish accruals for legal proceedings when information related to the loss contingencies represented by those proceedings indicates both that a loss is probable and that the amount of the loss can be reasonably estimated, but we do not have accruals for all legal proceedings where we face a risk of loss. In addition, amounts accrued may not represent the ultimate loss to us from those legal proceedings. Thus, our ultimate losses may be higher or lower, and possibly significantly so, than the amounts accrued for loss contingencies arising from legal proceedings, and these losses could have a material and adverse effect on our business, financial condition, results of operations and the value of our common stock .
Certain provisions of our charter and bylaws could make the acquisition of our company more difficult.
Certain provisions of our restated certificate of incorporation, as amended, and our restated bylaws, as amended, could make the acquisition of our company more difficult. These provisions include authorized but unissued shares of preferred and common stock that may be issued without stockholder approval; three classes of directors serving staggered terms; special requirements for stockholder proposals and nominations for director; and super-majority voting requirements in certain situations including certain types of business combinations.
Our financial results could be adversely affected by changes in accounting standards or tax laws and regulations.
From time to time, the Financial Accounting Standards Board and the SEC will change the financial accounting and reporting standards that govern the preparation of our financial statements. In addition, from time to time, federal and state taxing authorities will change the tax laws and regulations, and their interpretations. These changes and their effects can be difficult to predict and can materially and adversely impact how we record and report our financial condition and results of operations.
The price of our common stock may fluctuate significantly, and this may make it difficult for you to sell shares of common stock owned by you at times or at prices you find attractive.
The trading price of our common stock may fluctuate widely as a result of a number of factors, many of which are outside our control. In addition, the stock market is subject to fluctuations in the share prices and trading volumes that affect the market prices of the shares of many companies. These broad market fluctuations could adversely affect the market price of our common stock. Among the factors that could affect our stock price are:
|
● |
actual or anticipated quarterly fluctuations in our operating results and financial condition and prospects; |
● |
changes in revenue or earnings estimates or publication of research reports and recommendations by financial analysts; |
● |
failure to meet analysts’ revenue or earnings estimates; |
● |
speculation in the press or investment community; |
● |
strategic actions by us or our competitors, such as acquisitions or restructurings; |
● |
acquisitions of other banks or financial institutions; |
● |
actions by institutional stockholders; |
● |
fluctuations in the stock price and operating results of our competitors; |
● |
general market conditions and, in particular, developments related to market conditions for the financial services industry; |
● |
proposed or adopted regulatory changes or developments; |
● |
anticipated or pending investigations, proceedings, or litigation that involve or affect us; |
● |
successful management of reputational risk; and |
● |
domestic and international economic factors, such as interest or foreign exchange rates, stock, commodity, credit, or asset valuations or volatility, unrelated to our performance. |
The stock market and, in particular, the market for financial institution stocks, has experienced significant volatility. As a result, the market price of our common stock may be volatile. In addition, the trading volume in our common stock may fluctuate more than usual and cause significant price variations to occur. The trading price of the shares of our common stock and the value of our other securities will depend on many factors, which may change from time to time, including, without limitation, our financial condition, performance, creditworthiness and prospects, future sales of our equity or equity related securities, and other factors identified above in “Forward-Looking Statements,” and in this Item 1A — “Risk Factors.” The capital and credit markets can experience volatility and disruption. Such volatility and disruption can reach unprecedented levels, resulting in downward pressure on stock prices and credit availability for certain issuers without regard to their underlying financial strength. A significant decline in our stock price could result in substantial losses for individual stockholders and could lead to costly and disruptive securities litigation.
Statutory restrictions and restrictions by our regulators on dividends and other distributions from the Bank may adversely impact us by limiting the amount of distributions the Bancorp may receive. Statutory and contractual restrictions and our regulators may also restrict the Bancorp’s ability to pay dividends.
The ability of the Bank to pay dividends to us is limited by various regulations and statutes, including California law, and our ability to pay dividends on our outstanding stock is limited by various regulations and statutes, including Delaware law.
A substantial portion of the Bancorp’s cash flow comes from dividends that the Bank pays to us. Various statutory provisions restrict the amount of dividends that the Bank can pay to us without regulatory approval.
The Federal Reserve Board has previously issued Federal Reserve Supervision and Regulation Letter SR-09-4 that states that bank holding companies are expected to inform and consult with the Federal Reserve supervisory staff prior to taking any actions that could result in a diminished capital base, including any payment or increase in the rate of dividends. In addition, if we are not current in our payment of dividends on our Junior Subordinated Notes, we may not pay dividends on our common stock. Further, new capital conservation buffer requirements will limit the ability of the Bank to pay dividends to the Bancorp if we are not compliant with those capital cushions.
If the Bank were to liquidate, the Bank’s creditors would be entitled to receive distributions from the assets of the Bank to satisfy their claims against the Bank before the Bancorp, as a holder of the equity interest in the Bank, would be entitled to receive any of the assets of the Bank as a distribution or dividend.
The restrictions described above, together with the potentially dilutive impact of the warrant initially issued to the U.S. Treasury in connection with our participation in the TARP Capital Purchase Program and subsequently sold by the U.S. Treasury in a secondary public offering, could have a negative effect on the value of our common stock. Moreover, holders of our common stock are entitled to receive dividends only when, as and if declared by our Board of Directors. Although we have historically paid cash dividends on our common stock, we are not required to do so and our Board of Directors could reduce or eliminate our common stock dividend in the future, which could adversely affect the market price of our common stock.
The issuance of preferred stock could adversely affect holders of common stock, which may negatively impact their investment.
Our Board of Directors is authorized to issue preferred stock without any action on the part of the stockholders. The board of directors also has the power, without stockholder approval, to set the terms of any such classes or series of preferred stock that may be issued, including voting rights, dividend rights and preferences over the common stock with respect to dividends or upon the liquidation, dissolution, or winding up of our business and other terms. If we issue preferred stock in the future that has a preference over the common stock with respect to the payment of dividends or upon liquidation, dissolution or winding up, or if we issue preferred stock with voting rights that dilute the voting power of the common stock, the rights of holders of the common stock or the market price of the common stock could be adversely affected.
Our outstanding debt securities restrict our ability to pay dividends on our capital stock.
We have issued an aggregate of $119.1 million in trust preferred securities (collectively, the “Trust Preferred Securities”). Payments to investors in respect of the Trust Preferred Securities are funded by distributions on certain series of securities issued by us, with similar terms to the relevant series of Trust Preferred Securities, which we refer to as the “Junior Subordinated Notes.” If we are unable to pay interest in respect of the Junior Subordinated Notes (which will be used to make distributions on the Trust Preferred Securities), or if any other event of default occurs, then we will generally be prohibited from declaring or paying any dividends or other distributions, or redeeming, purchasing or acquiring, any of our capital securities, including the common stock, during the next succeeding interest payment period applicable to any of the Junior Subordinated Notes.
Moreover, any other financing agreements that we enter into in the future may limit our ability to pay cash dividends on our capital stock, including the common stock. In the event that any other financing agreements in the future restrict our ability to pay such dividends, we may be unable to pay dividends in cash on the common stock unless we can refinance amounts outstanding under those agreements.
We may need to raise additional capital which may dilute the interests of holders of our common stock or otherwise have an adverse effect on their investment.
Should economic conditions deteriorate, particularly in the California commercial real estate and residential real estate markets where our business is concentrated, we may need to raise more capital to support any additional provisions for loan losses and loan charge-offs. In addition, we may need to raise more capital to meet other regulatory requirements, including new required capital standards, if our losses are higher than expected, if we are unable to meet our capital requirements, or if additional capital is required for our growth. There can be no assurance that we would succeed in raising any such additional capital, and any capital we obtain may dilute the interests of holders of our common stock, or otherwise have an adverse effect on their investment.
The soundness of other financial institutions could adversely affect us.
Financial institutions are interrelated as a result of trading, clearing, counterparty or other relationships. We have exposure to many different industries and counterparties, and we routinely execute transactions with counterparties in the financial industry, including brokers and dealers, commercial banks, investment banks, and other institutions. Many of these transactions expose us to credit risk in the event of default of our counterparty. In addition, our credit risk may be exacerbated when the collateral held by us cannot be realized upon or is liquidated at prices not sufficient to recover the full amount of the financial instrument exposure due us. The failure of financial institutions can also result in increased FDIC assessments for the Deposit Insurance Fund. Any such losses or increased assessments could have a material adverse effect on our financial condition and results of operations.
Item 1B . Unresolved Staff Comments.
The Company has not received written comments regarding its periodic or current reports from the staff of the Securities and Exchange Commission that were issued not less than 180 days before the end of its 2015 fiscal year and that remain unresolved.
Item 2. Properties .
Cathay General Bancorp
The Bancorp currently neither owns nor leases any real or personal property. The Bancorp uses the premises, equipment, and furniture of the Bank at 777 North Broadway, Los Angeles, California 90012 and at 9650 Flair Drive, El Monte, California 91731, in exchange for payment of a management fee to the Bank.
Cathay Bank
The Bank’s head office is located in a 36,727 square foot building in the Chinatown area of Los Angeles. The Bank owns both the building and the land upon which the building is situated. The Bank maintains certain of its administrative offices at a seven-story 102,548 square foot office building located at 9650 Flair Drive, El Monte, California 91731 . The Bank also owns this building and land in El Monte.
The Bank owns its branch offices in Monterey Park, Alhambra, Westminster, San Gabriel, City of Industry, Cupertino, Artesia, New York City (2 locations), Flushing (3 locations), Chicago, and Rockville in the state of Maryland. In addition, the Bank has certain operating and administrative departments located at 4128 Temple City Boulevard, Rosemead, California, where it owns the building and land with approximately 27,600 square feet of space.
The other branch and representative offices and other properties are leased by the Bank under leases with expiration dates ranging from April 2016 to December 2024, exclusive of renewal options. As of December 31, 2015, the Bank’s investment in premises and equipment totaled $108.9 million, net of accumulated depreciation. See Note 8 and Note 14 to the Consolidated Financial Statements.
Item 3. Legal Proceedings .
The Company and its subsidiaries and their property are not currently a party or subject to any material pending legal proceeding.
Item 4. Mine Safety Disclosures.
Not Applicable.
Executive Officers of the Registrant .
The table below sets forth the names, ages, and positions at the Bancorp and the Bank of all executive officers of the Company as of February 16, 2016.
Name |
Age |
Present Position and Principal Occupation During the Past Five Years |
|
Dunson K. Cheng |
71 |
Chairman of the Board of Directors of Bancorp and the Bank since 1994; Director, President, and Chief Executive Officer of Bancorp since 1990; Director of the Bank since 1982; President of the Bank from 1985 to March 2015. |
|
Pin Tai |
62 |
Director and President of the Bank since April 2015; Chief Lending Officer of the Bank from 2013 to March 2015; Executive Vice President of the Bank from 2006 to 2015; Deputy Chief Lending Officer and General Manager of Eastern Regions of the Bank from 2010 to 2013; General Manager of Eastern Regions of the Bank from 2006 to 2009. |
|
Irwin Wong |
67 |
Chief Operating Officer of the Bank since April 2015; Senior Executive Vice President since 2014, Chief Retail Administration and Regulatory Affairs Officer of the Bank from January 2014 to March 2015; Executive Vice President and Chief Risk Officer of the Bank from 2011 to 2013; Executive Vice President-Branch Administration of the Bank from 1999 to 2011. |
Heng W. Chen |
63 |
Executive Vice President, Chief Financial Officer, and Treasurer of Bancorp since 2003; Executive Vice President of the Bank since 2003; Chief Financial Officer of the Bank since 2004. |
|
Donald S. Chow |
65 |
Executive Vice President and Chief Credit Officer of the Bank since 2014; Consultant of the Office of the President from August to December 2013; Executive Vice President and Senior Credit Supervisor of East West Bank from 2009 to 2013; and President of Desert Community Bank, a division of East West Bank, from 2007 to 2009. |
|
Kim R. Bingham | 59 | Chief Risk Officer of the Bank since 2014; Executive Vice President of the Bank since 2004; Chief Credit Officer of the Bank from 2004 to 2013. |
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities .
Market Information
Our common stock is listed on the NASDAQ Global Select Market under the symbol “CATY.” The closing price of our common stock on February 16, 2016, was $27.51 per share, as reported by the NASDAQ Global elect Market.
The following table sets forth the high and low closing prices as reported on the NASDAQ Global Select Market for the periods presented:
2015 |
2014 |
|||||||||||||||
High |
Low |
High |
Low |
|||||||||||||
First quarter |
$ | 28.45 | $ | 23.07 | $ | 26.37 | $ | 22.76 | ||||||||
Second quarter |
33.37 | 28.32 | 26.47 | 23.10 | ||||||||||||
Third quarter |
34.14 | 27.73 | 26.81 | 24.81 | ||||||||||||
Fourth quarter |
34.52 | 29.36 | 27.02 | 24.04 |
Holders
As of February 16, 2016, there were approximately 1,534 holders of record of our common stock.
Dividends
The cash dividends per share declared by quarter were as follows:
Year Ended December 31, |
||||||||
2015 |
2014 |
|||||||
First quarter |
$ | 0.10 | $ | 0.05 | ||||
Second quarter |
0.14 | 0.07 | ||||||
Third quarter |
0.14 | 0.07 | ||||||
Fourth quarter |
0.18 | 0.10 | ||||||
Total |
$ | 0.56 | $ | 0.29 |
For information concerning restrictions on the payment of dividends, see Part II — Item 7 — “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Capital Resources — Dividend Policy,” and Note 13 to the Consolidated Financial Statements.
Performance Graph
The graph and accompanying information furnished below shows the cumulative total stockholder return over the past five years assuming the investment of $100 on December 31, 2010 (and the reinvestment of dividends thereafter) in each of our common stock, the SNL Western Bank Index and the S&P 500 Index. The SNL Western Bank Index is a market-weighted index comprised of publicly traded banks and bank holding companies (including the Company) most of which are based in California and the remainder of which are based in eight other western states, including Oregon, Washington, and Nevada. We will furnish, without charge, on the written request of any person who is a stockholder of record as of the record date for the 2016 annual meeting of stockholders, a list of the companies included in the SNL Western Bank Index. Requests for this information should be addressed to Lisa L. Kim, Secretary, Cathay General Bancorp, 777 North Broadway, Los Angeles, California 90012.
NOTE: The comparisons in the graph below are based upon historical data and are not indicative of, or intended to forecast, the future performance of, or returns on, our common stock. Such information furnished herewith shall not be deemed to be incorporated by reference into any of our filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, and shall not be deemed to be “soliciting material” or to be “filed” under the Securities Act or the Securities Exchange Act with the Securities and Exchange Commission except to the extent that the Company specifically requests that such information be treated as soliciting material or specifically incorporates it by reference into a filing under the Securities Act or the Securities Exchange Act.
|
Period Ending | ||||||||||||||||||||||||
Index |
12/31/ 10 |
12/31/1 1 |
12/31/1 2 |
12/31/1 3 |
12/31/1 4 |
12/31/1 5 |
||||||||||||||||||
Cathay General Bancorp |
100.00 | 89.64 | 117.54 | 161.40 | 156.31 | 194.93 | ||||||||||||||||||
SNL Western Bank |
100.00 | 90.34 | 114.01 | 160.41 | 192.51 | 199.46 | ||||||||||||||||||
S&P 500 |
100.00 | 102.11 | 118.45 | 156.82 | 178.28 | 180.75 |
Source: SNL Financial LC, Charlottesville, VA © 2015
Unregistered Sales of Equity Securities
There were no sales of any equity securities by the Company during the period covered by this Annual Report on Form 10-K that were not registered under the Securities Act.
Issuer Purchases of Equity Securities
In November 2007, the Board of Directors approved a stock repurchase program for the Company to buy back up to one million shares of our common stock, and 377,500 shares were repurchased during 2007. Repurchases of shares were suspended under this program between 2008 and July 2015. In August 2015, the Company resumed stock repurchases under the November 2007 repurchase program and repurchased the remaining 622,500 shares under the November 2007 repurchase program for $18.1 million, or an average price of $29.08 per share.
On August 31, 2015, the Board of Directors approved a new stock repurchase program to buy back up to two million shares of our common stock. In 2015, the Company repurchased 1,366,750 shares for $41.3 million, or $30.22 per share under the August 2015 repurchase program.
As of December 31, 2015, the Company could repurchase up to 633 ,250 shares of common stock under the August 2015 stock repurchase program, subject to regulatory limitations. The August 2015 stock repurchase program were completed on February 1, 2016 by repurchasing the remaining shares of 633,250 for $17.0 million, or $26.82 per share, in January and February of 2016.
On February 1, 2016, the Board of Directors approved a new stock repurchase program to buy back up to $45.0 million of the Company’s common stock. As of February 16, 2016, the Company repurchased 579,543 shares for $15.8 million, or $27.22 per share, under the February 2016 repurchase program. As of February 16, 2016, the Company may repurchase up to $29.2 million of its common stock under the February 2016 repurchase program.
Issuer Purchases o f Equity Securities |
||||||||||||||||
Period |
(a) Total Number of Shares (or Units) Purchased |
(b) Average Price Paid per Share (or Unit) |
(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs |
(d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs |
||||||||||||
(October 1, 2015 - October 31, 2015) |
- | - | - | 915,250 | ||||||||||||
(November 1, 2015 - November 30, 2015) |
- | - | - | 915,250 | ||||||||||||
(December 1, 2015 - December 31, 2015) |
282,000 | $ | 30.89 | 282,000 | 633,250 | |||||||||||
Total |
282,000 | $ | 30.89 | 282,000 | 633,250 |
Item 6. Selected Financial Data .
The following table presents our selected historical consolidated financial data, and is derived in part from our audited Consolidated Financial Statements. The selected historical consolidated financial data should be read in conjunction with the Consolidated Financial Statements and the Notes thereto included elsewhere herein and with Part II — Item 7 — “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Selected Consolidated Financial Data
Year Ended December 31, |
||||||||||||||||||||
2015 |
2014 |
2013 |
2012 |
2011 |
||||||||||||||||
(Dollars in thousands, except share and per share data) |
||||||||||||||||||||
Income Statement |
||||||||||||||||||||
Interest income |
$ | 453,706 | $ | 418,647 | $ | 406,996 | $ | 429,744 | $ | 453,571 | ||||||||||
Interest expense |
73,964 | 75,866 | 82,300 | 108,491 | 139,881 | |||||||||||||||
Net interest income before provision for credit losses |
379,742 | 342,781 | 324,696 | 321,253 | 313,690 | |||||||||||||||
(Reversal)/Provision for credit losses |
(11,400 | ) | (10,800 | ) | (3,000 | ) | (9,000 | ) | 27,000 | |||||||||||
Net interest income after provision for credit losses |
391,142 | 353,581 | 327,696 | 330,253 | 286,690 | |||||||||||||||
Securities (losses)/gains |
(3,349 | ) | 6,748 | 27,362 | 18,026 | 21,131 | ||||||||||||||
Other non-interest income |
36,023 | 33,779 | 32,945 | 28,481 | 29,761 | |||||||||||||||
Non-interest expense |
202,720 | 174,313 | 193,833 | 192,589 | 185,566 | |||||||||||||||
Income before income tax expense |
221,096 | 219,795 | 194,170 | 184,171 | 152,016 | |||||||||||||||
Income tax expense |
59,987 | 81,965 | 70,435 | 66,128 | 51,261 | |||||||||||||||
Net income |
161,109 | 137,830 | 123,735 | 118,043 | 100,755 | |||||||||||||||
Less: net income attributable to noncontrolling interest |
- | - | 592 | 605 | 605 | |||||||||||||||
Net income attributable to Cathay General Bancorp |
161,109 | 137,830 | 123,143 | 117,438 | 100,150 | |||||||||||||||
Dividends on preferred stock |
- | - | (9,685 | ) | (16,488 | ) | (16,437 | ) | ||||||||||||
Net income attributable to common stockholders |
$ | 161,109 | $ | 137,830 | $ | 113,458 | $ | 100,950 | $ | 83,713 | ||||||||||
Net income attributable to common stockholders per common share |
||||||||||||||||||||
Basic |
$ | 2.00 | $ | 1.73 | $ | 1.44 | $ | 1.28 | $ | 1.06 | ||||||||||
Diluted |
$ | 1.98 | $ | 1.72 | $ | 1.43 | $ | 1.28 | $ | 1.06 | ||||||||||
Cash dividends paid per common share |
$ | 0.56 | $ | 0.29 | $ | 0.08 | $ | 0.04 | $ | 0.04 | ||||||||||
Weighted-average common shares |
||||||||||||||||||||
Basic |
80,563,577 | 79,661,571 | 78,954,898 | 78,719,133 | 78,633,317 | |||||||||||||||
Diluted |
81,294,796 | 80,106,895 | 79,137,983 | 78,723,297 | 78,640,652 | |||||||||||||||
Statement of Condition |
||||||||||||||||||||
Investment securities |
$ | 1,586,352 | $ | 1,318,935 | $ | 1,586,668 | $ | 2,065,248 | $ | 2,447,982 | ||||||||||
Net loans (1) |
10,016,227 | 8,740,268 | 7,897,187 | 7,235,587 | 6,844,483 | |||||||||||||||
Loans held for sale |
6,676 | 973 | - | - | 760 | |||||||||||||||
Total assets |
13,254,126 | 11,516,846 | 10,989,286 | 10,694,089 | 10,644,864 | |||||||||||||||
Deposits |
10,509,087 | 8,783,460 | 7,981,305 | 7,383,225 | 7,229,131 | |||||||||||||||
Federal funds purchased and securities sold under agreements to repurchase |
400,000 | 450,000 | 800,000 | 1,250,000 | 1,400,000 | |||||||||||||||
Advances from the Federal Home Loan Bank |
275,000 | 425,000 | 521,200 | 146,200 | 225,000 | |||||||||||||||
Long-term debt |
119,136 | 119,136 | 121,136 | 171,136 | 171,136 | |||||||||||||||
Total equity |
1,747,778 | 1,602,888 | 1,458,971 | 1,629,504 | 1,515,633 | |||||||||||||||
Common Stock Data |
||||||||||||||||||||
Shares of common stock outstanding |
80,806,116 | 79,814,553 | 79,589,869 | 78,778,288 | 78,652,557 | |||||||||||||||
Book value per common share |
$ | 21.46 | $ | 20.00 | $ | 18.24 | $ | 17.12 | $ | 15.75 | ||||||||||
Profitability Ratios |
||||||||||||||||||||
Return on average assets |
1.34 | % | 1.26 | % | 1.17 | % | 1.11 | % | 0.94 | % | ||||||||||
Return on average stockholders' equity |
9.52 | 8.95 | 8.00 | 7.48 | 6.78 | |||||||||||||||
Dividend payout ratio |
28.11 | 16.76 | 5.15 | 2.68 | 3.14 | |||||||||||||||
Average equity to average assets ratio |
14.04 | 14.04 | 14.73 | 14.87 | 13.98 | |||||||||||||||
Efficiency ratio |
49.15 | 45.48 | 50.35 | 52.37 | 50.90 |
(1) |
Net loans represent gross loans net of loan participations sold, allowance for loan losses , and unamortized deferred loan fees. |
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations .
General
The following discussion is intended to provide information to facilitate the understanding and assessment of the consolidated financial condition and results of operations of the Bancorp and its subsidiaries . It should be read in conjunction with the audited Consolidated Financial Statements and Notes appearing elsewhere in this Annual Report on Form 10-K.
The Bank offers a wide range of financial services. It currently operates 21 branches in Southern California, 12 branches in Northern California, 12 branches in New York State, one branch in Massachusetts, two branches in Texas, three branches in Washington State, three branches in Illinois, one branch in New Jersey, one branch in Maryland, one branch in Nevada, one branch in Hong Kong and two representative offices (one in Shanghai, China, and one in Taipei, Taiwan). The Bank is a commercial bank, servicing primarily individuals, professionals, and small to medium-sized businesses in the local markets in which its branches are located.
The financial information presented herein includes the accounts of the Bancorp, its subsidiaries, including the Bank, and the Bank’s consolidated subsidiaries. All material transactions between these entities are eliminated.
Critical Accounting Policies
The discussion and analysis of our financial condition and results of operations are based upon our Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these Consolidated Financial Statements requires management to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities at the date of our Consolidated Financial Statements. Actual results may differ from these estimates under different assumptions or conditions.
Certain accounting policies involve significant judgments and assumptions by management which have a material impact on the carrying value of certain assets and liabilities; management considers such accounting policies to be critical accounting policies. The judgments and assumptions used by management are based on historical experience and other factors, which are believed to be reasonable under the circumstances.
Management believes the following are critical accounting policies that require the most significant judgments and estimates used in the preparation of the Consolidated Financial Statements:
A llowance for Credit L osses
The determination of the amount of the provision for credit losses charged to operations reflects management’s current judgment about the credit quality of the loan portfolio and takes into consideration changes in lending policies and procedures, changes in economic and business conditions, changes in the nature and volume of the portfolio and in the terms of loans, changes in the experience, ability, and depth of lending management, changes in the volume and severity of past due, non-accrual, and adversely classified or graded loans, changes in the quality of the loan review system, changes in the value of underlying collateral for collateral-dependent loans, the existence and effect of any concentrations of credit and the effect of competition, legal and regulatory requirements, and other external factors. The nature of the process by which we determine the appropriate allowance for loan losses requires the exercise of considerable judgment. The allowance is increased by the provision for loan losses and decreased by charge-offs when management believes the uncollectibility of a loan is confirmed. Subsequent recoveries, if any, are credited to the allowance. A weakening of the economy or other factors that adversely affect asset quality could result in an increase in the number of delinquencies, bankruptcies, or defaults, and a higher level of non-performing assets, net charge-offs, and provision for loan losses in future periods.
The total allowance for credit losses consists of two components: specific allowances and general allowances. To determine the adequacy of the allowance in each of these two components, we employ two primary methodologies, the individual loan review analysis methodology and the classification migration methodology. These methodologies support the basis for determining allocations between the various loan categories and the overall adequacy of our allowance to provide for probable losses inherent in the loan portfolio. These methodologies are further supported by additional analysis of relevant factors such as the historical losses in the portfolio, and environmental factors which include trends in delinquency and non-accrual, and other significant factors, such as the national and local economy, the volume and composition of the portfolio, the strength of management and loan staff, underwriting standards, and the concentration of credit.
The Bank’s management allocates a specific allowance for “Impaired Credits,” in accordance with Accounting Standard Codification (“ASC”) Section 310-10-35. For non-Impaired Credits, a general allowance is established for those loans internally classified and risk graded Pass, Minimally Acceptable, Special Mention, or Substandard based on historical losses in the specific loan portfolio and a reserve based on environmental factors determined for that loan group. The level of the general allowance is established to provide coverage for management’s estimate of the credit risk in the loan portfolio by various loan segments not covered by the specific allowance. The allowance for credit losses is discussed in more detail in “Risk Elements of the Loan Portfolio — Allowance for Credit Losses ” below.
Investment Securities
The classification and accounting for investment securities are discussed in detail in Note 1 to the Consolidated Financial Statements. Under ASC Topic 320, “ Accounting for Certain Investments in Debt and Equity Securities ,” investment securities must be classified as held-to-maturity, available-for-sale , or trading. The appropriate classification is based partially on our ability to hold the securities to maturity and largely on management's intentions with respect to either holding or selling the securities. The classification of investment securities is significant since it directly impacts the accounting for unrealized gains and losses on securities. Unrealized gains and losses on trading securities flow directly through earnings during the periods in which they arise, whereas available-for-sale securities are recorded as a separate component of stockholders' equity (accumulated other comprehensive income or loss) and do not affect earnings until realized. The fair values of our investment securities are generally determined by reference to quoted market prices and reliable independent sources. We are obligated to assess, at each reporting date, whether there is an "other-than-temporary" impairment to our investment securities. ASC Topic 320 requires us to assess whether we have the intent to sell the debt security or more likely than not will be required to sell the debt security before its anticipated recovery. Other-than-temporary impairment related to credit losses will be recognized in earnings. Other-than-temporary impairment related to all other factors will be recognized in other comprehensive income.
Income Taxes
The provision for income taxes is based on income reported for financial statement purposes, and differs from the amount of taxes currently payable, since certain income and expense items are reported for financial statement purposes in different periods than those for tax reporting purposes. Taxes are discussed in more detail in Note 12 to the Consolidated Financial Statements. Accrued taxes represent the net estimated amount due or to be received from taxing authorities. In estimating accrued taxes, we assess the relative merits and risks of the appropriate tax treatment of transactions taking into account statutory, judicial , and regulatory guidance in the context of our tax position.
We account for income taxes using the asset and liability approach, the objective of which is to establish deferred tax assets and liabilities for the temporary differences between the financial reporting basis and the tax basis of our assets and liabilities at enacted tax rates expected to be in effect when such amounts are realized or settled. A valuation allowance is established for deferred tax assets if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized.
Goodwill and G oodwill I mpairment
Goodwill represents the excess of costs over fair value of assets of businesses acquired. ASC Topic 805, “ Business Combinations (Revised 2007),” requires an entity to recognize the assets, liabilities, and any non-controlling interest at fair value as of the acquisition date. Contingent consideration is required to be recognized and measured at fair value on the date of acquisition rather than at a later date when the amount of that consideration may be determinable beyond a reasonable doubt. ASC Topic 805 also requires an entity to expense acquisition-related costs as incurred rather than allocating such costs to the assets acquired and liabilities assumed. Contingent considerations are to be recognized at fair value on the acquisition date in a business combination and would be subject to the probable and estimable recognition criteria of ASC Topic 450, “ Accounting for Contingencies .” Goodwill and intangible assets acquired in a purchase business combination and determined to have an indefinite useful life are not amortized, but instead are tested for impairment at least annually in accordance with the provisions of ASC Topic 350. ASC Topic 350 also requires that intangible assets with estimable useful lives be amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment in accordance with ASC Topic 360, “ Accounting for Impairment or Disposal of Long-Lived Assets.”
Our policy is to assess goodwill for impairment at the reporting unit level on an annual basis or between annual assessments if a triggering event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Impairment is the condition that exists when the carrying amount of goodwill exceeds its implied fair value. Accounting standards require management to estimate the fair value of each reporting unit in making the assessment of impairment at least annually.
The Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test described in ASC Topic 350. The two-step impairment testing process conducted by us, if needed, begins by assigning net assets and goodwill to our reporting units. We then complete “step one” of the impairment test by comparing the fair value of each reporting unit (as determined in Note 1 to the Consolidated Financial Statements ) with the recorded book value (or “carrying amount”) of its net assets, with goodwill included in the computation of the carrying amount. If the fair value of a reporting unit exceeds its carrying amount, goodwill of that reporting unit is not considered impaired, and “step two” of the impairment test is not necessary. If the carrying amount of a reporting unit exceeds its fair value, step two of the impairment test is performed to determine the amount of impairment. Step two of the impairment test compares the carrying amount of the reporting unit’s goodwill to the “implied fair value” of that goodwill. The implied fair value of goodwill is computed by assuming all assets and liabilities of the reporting unit would be adjusted to the current fair value, with the offset as an adjustment to goodwill. This adjusted goodwill balance is the implied fair value used in step two. An impairment charge is recognized for the amount by which the carrying amount of goodwill exceeds its implied fair value.
Valuation of Other Real Estate Owned (OREO)
Real estate acquired in the settlement of loans is initially recorded at fair value, less estimated costs to sell. Specific valuation allowances on other real estate owned are recorded through charges to operations to recognize declines in fair value subsequent to foreclosure. Gains on sales are recognized when certain criteria relating to the buyer’s initial and continuing investment in the property are met.
Results of Operations
Overview
For the year ended December 31, 2015, we reported net income attributable to common stockholders of $161.1 million, or $1.98 per diluted share, compared to net income attributable to common stockholders of $137.8 million, or $1.72 per share, in 2014, and net income attributable to common stockholders of $113.5 million, or $1.43 per share, in 2013. The $23.3 million increase in net income from 2014 to 2015 was primarily the result of increases in net interest income, and decreases in costs associated with debt redemption , partially offset by decreases in securities gains, increases in operation expenses from amortization of investments in affordable housing and alternative energy partnerships and in occupancy expenses and professional expenses. The return on average assets in 2015 was 1.34%, compared to 1.26% in 2014, and to 1.17% in 2013. The return on average stockholders’ equity was 9.52% in 2015, compared to 8.95% in 2014, and to 8.00% in 2013.
Highlights
● |
Diluted earnings per share increased 15.1% to $1.98 per share for the year ended December 31, 2015 compared to $1.72 per share for the year ended December 31, 2014. |
● |
Total loans increased $1.2 billion, or 14.0%, excluding loans held for sale, during 2015, to $10.2 billion at December 31, 2015, compared to $8.9 billion at December 31, 2014. |
Net income available to common stockholders and key financial performance ratios are presented below for the three years indicated:
2015 |
2014 |
2013 |
||||||||||
(Dollars in thousands, except per share data) |
||||||||||||
Net income |
$ | 161,109 | $ | 137,830 | $ | 123,143 | ||||||
Dividends on preferred stock |
- | - | (9,685 | ) | ||||||||
Net income available to common stockholders |
$ | 161,109 | $ | 137,830 | $ | 113,458 | ||||||
Basic earnings per common share |
$ | 2.00 | $ | 1.73 | $ | 1.44 | ||||||
Diluted earnings per common share |
$ | 1.98 | $ | 1.72 | $ | 1.43 | ||||||
Return on average assets |
1.34 | % | 1.26 | % | 1.17 | % | ||||||
Return on average stockholders' equity |
9.52 | % | 8.95 | % | 8.00 | % | ||||||
Total average assets |
$ | 12,056,531 | $ | 10,974,890 | $ | 10,506,842 | ||||||
Total average equity |
$ | 1,692,826 | $ | 1,540,564 | $ | 1,548,179 | ||||||
Efficiency ratio |
49.15 | % | 45.48 | % | 50.35 | % | ||||||
Effective income tax rate |
27.13 | % | 37.29 | % | 36.39 | % |
Net Interest Income
Net interest income increased $36.9 million, or 10.8%, from $342.8 million in 2014 to $379.7 million in 2015. The increase in net interest income was due primarily to the increase in loan interest income and the decrease in interest expense from securities sold under agreements to repurchase, offset by the decrease in interest income from available-for-sale securities and increases in interest expense from time deposits .
Average loans for 2015 were $9.59 billion, a $1.06 billion, or a 12.4%, increase from $8.53 billion in 2014. Compared with 2014, average commercial mortgage loans increased $658.1 million, or 15.4%, average residential mortgage loans increased $247.3 million, or 15.1%, average real estate construction loans increased $97.4 million, or 35.8% and average commercial loans increased $67.2 million, or 2.9%. Average investment securities were $1.38 billion in 2015, a decrease of $38.4 million , or 2.7% , from 2014, due primarily to decreases in U.S. Treasury securities of $153.4 million and in corporate debt securities of $42.6 million, offset by increases in agency mortgage-backed securities of $125.1 million and increases in U.S. government sponsored agency securities of $31.3 million.
Average interest bearing deposits were $7.80 billion in 2015, an increase of $884.0 million, or 12.8%, from $6.92 billion in 2014, primarily due to increases of $416.1 million, or 9.8%, in time deposits, $270.0 million, or 19.2%, in money market deposits, $139.1 million, or 19.3%, in interest bearing demand deposits, and $58.8 million, or 11.1%, in saving deposits. Average securities sold under agreements to repurchase decreased $228.5 million, or 36.3%, to $400.8 million in 2015 from $629.3 million in 2014, primarily due to maturities and prepayments of securities sold under agreements to repurchase. Average other borrowings decreased $40.8 million, or 27.9%, to $105.4 million in 2015 from $146.1 million in 2014, primarily due to decreases in FHLB advances.
Interest income increased $35.1 million, or 8.4%, from $418.6 million in 2014 to $453.7 million in 2015 primarily due to increases in the volume of loans offset by a decline in rate of loans and investment securities and by a change in the mix of interest-earning assets as discussed below:
|
● |
Changes in volume: Average interest-earning assets increased $965.6 million, or 9.4%, to $11.19 billion in 2015, compared with the average interest-earning assets of $10.22 billion in 2014. The increase in average loans of $1.06 billion in 2015 offset by a decrease in average investment securities of $38.4 million and in average interest bearing cash on deposits with financial institutions of $49.3 million contributed to the increase in interest income. The increase of $45.8 million in interest income due to volume were resulted primarily from a $47.5 million increase in interest income from the loan volume increase offset by a $1.7 million decrease in interest income caused by the decrease in the volume of investment securities, FHLB stock, and deposits with other banks.
|
● |
Decrease in rate: The average yield of interest bearing assets decreased to 4.06% in 2015 from 4.10% in 2014. The rate on taxable investment securities decreased 15 basis points to 1.56% in 2015 from 1.71% in 2014. The decrease in taxable investment securities yields caused a $2.1 million decline in interest income . The rate on loans decreased 12 basis points to 4.46% in 2015 from 4.58% in 2014. The decrease in loan yield caused a $10.3 million decline in interest income . |
● |
Change in the mix of interest-earning assets: Average gross loans, which generally have a higher yield than other types of investments, comprised 85.8% of total average interest-earning assets in 2015, an increase from 83.5% in 2014 . Average investment securities comprised 12.3% of total average interest-bearing assets in 2015, a decrease from 13.9% in 2014. |
Interest expense decreased by $1.9 million, or 2.5%, to $74.0 million in 2015, compared with $75.9 million in 2014, primarily due to decreased cost from securities sold under agreements to repurchase offset by increased cost from time deposits, long-term debt and money market deposits. The overall decrease in interest expense was primarily due to decreases in volume on securities sold under agreements to repurchase offset by increases in volume on interest bearing deposits and by increases in rate on long-term debt and time deposits as discussed below:
|
● |
Changes in volume: Average securities sold under agreements to repurchase decreased $228.5 million, or 36.3%, in 2015 and contributed to a $9.0 million decrease in interest expense. Average time deposits increased $416.1 million, or 9.8%, and average money market deposits increased $270.0 million, or 19.2%, causing interest expense to increase by $5.1 million. The changes in volume contributed to a decrease in interest expense of $3.8 million |
● |
Increase in rate: The average cost of interest bearing deposits increased to 0.67% in 2015 from 0.66% in 2014. The average cost of securities sold under agreements to repurchase increased to 3.95% in 2015 from 3.92% in 2014. The average cost of long-term debt increased to 4.85% in 2015 from 3.73% in 2014 primarily due to the full year impact of cash flow interest rate swaps entered into during June 2014. The increases in rate caused interest expense to increase by $1.9 million. |
● |
Change in the mix of interest-bearing liabilities: Average interest bearing deposits of $7.80 billion increased to 92.6% of total interest-bearing liabilities in 2015 compared to 88.5% in 2014. Offsetting the increase, average securities sold under agreements to repurchase decreased to 4.8% of total interest-bearing liabilities in 2015 compared to 8.1% in 2014. |
Net interest margin, defined as net interest income to average interest-earning assets, increased to 3.39% in 2015 from 3.35% in 2014. The increase in the net interest margin was primarily due to the impact from the increase in loans and the decrease in securities sold under agreements to repurchase offset by the increase in time deposits and money market deposits.
Net interest income increased $18.1 million, or 5.6%, from $324.7 million in 2013 to $342.8 million in 2014. Interest income on tax-exempt securities was zero in 2014 compared to $1.0 million, or $1.5 million on a tax-equivalent basis , in 2013. The increase in net interest income was due primarily to the increase in loan interest income and the decrease in interest expense from securities sold under agreements to repurchase, offset by the decrease in interest income from available-for-sale securities.
Average loans for 2014 were $8.53 billion, a $901.7 million, or 11.8%, increase from $7.63 billion in 2013. Compared with 2013, average commercial mortgage loans increased $411.4 million, or 10.6%, average residential mortgage loans increased $222.8 million, or 15.7%, average commercial loans increased $173.8 million, or 8.1%, and average real estate construction loans increased $95.4 million, or 53.9%. Average investment securities were $1.42 billion in 2014, a decrease of $515.6 million , or 26.7% , from 2013, due primarily to decreases in agency mortgage-backed securities of $483.4 million, or 38.6%.
Average interest bearing deposits were $6.92 billion in 2014, an increase of $586.1 million, or 9.3%, from $6.33 billion in 2013, primarily due to increases of $264.2 million, or 6.6%, in time deposits, $191.7 million, or 15.8%, in money market deposits, $86.9 million, or 13.7%, in interest bearing demand deposits, and $43.3 million, or 8.9%, in savings deposits. Average securities sold under agreements to repurchase decreased $343.0 million, or 35.3%, to $629.3 million in 2014 from $972.3 million in 2013, primarily due to maturities and prepayments of securities sold under agreements to repurchase in 2014. Average other borrowings increased $73.4 million, or 101%, to $146.1 million in 2014 from $72.7 million in 2013, primarily due to increases in FHLB advances. Average long term debt decreased $49.7 million, or 29.3%, to $119.8 million in 2014 from $169.5 million in 2013.
Taxable-equivalent interest income increased $11.1 million , or 2.7% , to $418.6 million in 2014 from $407.5 million in 2013, primarily due to increases in volume of loans offset by a decline in volume of investment securities and by a change in the mix of interest-earning assets as discussed below:
|
● |
Changes in volume: Average interest-earning assets increased $439.5 million, or 4.5%, to $10.22 billion in 2014, compared with average interest-earning assets of $9.78 billion in 2013. The increase in average loans of $901.7 million in 2014 offset by a decrease in average investment securities of $515.6 million primarily contributed to the increase in interest income. The increase of $30.5 million in interest income due to volume primarily resulted from a $41.5 million increase in interest income from the loan volume increase offset by a $9.7 million decrease in interest income caused by the decrease in investment securities volume.
|
● |
Decrease in rate: The average yield of interest bearing assets decreased 7 basis points to 4.10% in 2014 from 4.17% in 2013. The rate on taxable investment securities decreased 57 basis points to 1.71% in 2014 from 2.28% in 2013. The decrease in taxable investment securities yields caused a $9.5 million decline in interest income . The rate on loans decreased 14 basis points to 4.58% in 2014 from 4.72% in 2013. The decrease in loan yield caused a $11.0 million decline in interest income . |
● |
Change in the mix of interest-earning assets: Average gross loans, which generally have a higher yield than other types of investments, comprised 83.5% of total average interest-earning assets in 2014, an increase from 78.1% in 2013 . Average investment securities comprised 13.9% of total average interest-bearing assets in 2014, a decrease from 19.8% in 2013. |
Interest expense decreased by $6.4 million, or 7.8%, to $75.9 million in 2014, compared with $82.3 million in 2013, primarily due to decreased cost from securities sold under agreements to repurchase offset by increased cost from time deposits and money market deposits. The overall decrease in interest expense was primarily due to decreases in volume on securities sold under agreements to repurchase offset by increases on rate and volume on interest bearing deposits as discussed below:
|
● |
Changes in volume: Average securities sold under agreements to repurchase decreased $343.0 million, or 35.3%, in 2014 and contributed to a $13.5 million decrease in interest expense. Average time deposits increased $264.2 million, or 6.6%, and average money market deposits increased $191.7 million, or 15.8%, causing interest expense to increase by $3.3 million. The changes in volume contributed to decreases in interest expense of $10.8 million. |
● |
Increase in rate: The average cost of interest bearing deposits increased to 0.66% in 2014 from 0.64% in 2013. The average cost of securities sold under agreements to repurchase increased to 3.92% in 2014 from 3.88% in 2013. The average cost of long-term debt increased to 3.73% in 2014 from 2.18% in 2013. The increase in rate caused interest expense to increase by $4.3 million. |
● |
Change in the mix of interest-bearing liabilities: Average interest bearing deposits of $6.92 billion increased to 88.5% of total interest-bearing liabilities in 2014 compared to 83.9% in 2013. Offsetting the increase, average securities sold under agreements to repurchase decreased to 8.1% of total interest-bearing liabilities in 2014 compared to 12.9% in 2013. |
Our taxable-equivalent net interest margin, defined as taxable-equivalent net interest income to average interest-earning assets, increased to 3.35% in 2014 from 3.33% in 2013. The increase in the net interest margin was due to the impact from increases in loans and decreases in securities sold under agreements to repurchase offset by decreases in investment securities.
The following table sets forth information concerning average interest-earning assets, average interest-bearing liabilities, and the yields and rates paid on those assets and liabilities. Average outstanding amounts included in the table are daily averages.
Interest-Earning Assets and Interest-Bearing Liabilities
2015 Average Balance |
Interest Income/ Expense (4) |
Average Yield/ Rate (1)(2) |
2014 Average Balance |
Interest Income/ Expense (4) |
Average Yield/ Rate (1)(2) |
2013 Average Balance |
Interest Income/ Expense (4) |
Average Yield/ Rate (1)(2) |
||||||||||||||||||||||||||||
(Dollars in thousands) |
||||||||||||||||||||||||||||||||||||
Interest-Earning Assets: |
||||||||||||||||||||||||||||||||||||
Commercial loans |
$ | 2,389,776 | $ | 90,980 | 3.81 | % | $ | 2,322,563 | $ | 89,994 | 3.87 | % | $ | 2,148,763 | $ | 84,680 | 3.94 | % | ||||||||||||||||||
Residential mortgages |
1,890,558 | 85,537 | 4.52 | 1,643,239 | 77,231 | 4.70 | 1,420,434 | 66,229 | 4.66 | |||||||||||||||||||||||||||
Commercial mortgages |
4,938,397 | 229,292 | 4.64 | 4,280,255 | 207,235 | 4.84 | 3,868,837 | 198,904 | 5.14 | |||||||||||||||||||||||||||
Real estate construction loans |
369,928 | 21,717 | 5.87 | 272,479 | 15,889 | 5.83 | 177,093 | 10,010 | 5.65 | |||||||||||||||||||||||||||
Other loans |
4,789 | 95 | 1.98 | 13,712 | 91 | 0.66 | 15,403 | 136 | 0.88 | |||||||||||||||||||||||||||
Loans (1) |
9,593,448 | 427,621 | 4.46 | 8,532,248 | 390,440 | 4.58 | 7,630,530 | 359,959 | 4.72 | |||||||||||||||||||||||||||
Taxable securities |
1,378,641 | 21,523 | 1.56 | 1,417,007 | 24,237 | 1.71 | 1,903,541 | 43,412 | 2.28 | |||||||||||||||||||||||||||
Tax-exempt securities (3) |
- | - | - | - | - | - | 29,076 | 1,531 | 5.27 | |||||||||||||||||||||||||||
FHLB stock |
21,480 | 3,164 | 14.73 | 29,487 | 1,974 | 6.69 | 33,446 | 1,480 | 4.43 | |||||||||||||||||||||||||||
Interest-bearing deposits |
192,763 | 1,398 | 0.73 | 242,037 | 1,996 | 0.82 | 184,654 | 1,150 | 0.62 | |||||||||||||||||||||||||||
Total interest-earning assets |
$ | 11,186,332 | $ | 453,706 | 4.06 | $ | 10,220,779 | $ | 418,647 | 4.10 | $ | 9,781,247 | $ | 407,532 | 4.17 | |||||||||||||||||||||
Non-interest Earning Assets: |
||||||||||||||||||||||||||||||||||||
Cash and due from banks |
213,882 | 177,129 | 149,196 | |||||||||||||||||||||||||||||||||
Other non-earning assets |
822,326 | 762,535 | 769,388 | |||||||||||||||||||||||||||||||||
Total non-interest earning assets |
1,036,208 | 939,664 | 918,584 | |||||||||||||||||||||||||||||||||
Less: Allowance for loan losses |
(155,683 | ) | (172,377 | ) | (181,272 | ) | ||||||||||||||||||||||||||||||
Deferred loan fees |
(10,326 | ) | (13,176 | ) | (11,717 | ) | ||||||||||||||||||||||||||||||
Total Assets |
$ | 12,056,531 | $ | 10,974,890 | $ | 10,506,842 | ||||||||||||||||||||||||||||||
Interest-Bearing Liabilities: |
||||||||||||||||||||||||||||||||||||
Interest-bearing demand deposits |
$ | 860,513 | $ | 1,406 | 0.16 | $ | 721,435 | $ | 1,229 | 0.17 | $ | 634,506 | $ | 1,017 | 0.16 | |||||||||||||||||||||
Money market deposits |
1,677,065 | 10,138 | 0.60 | 1,407,053 | 8,627 | 0.61 | 1,215,347 | 7,034 | 0.58 | |||||||||||||||||||||||||||
Savings deposits |
590,987 | 901 | 0.15 | 532,184 | 802 | 0.15 | 488,932 | 374 | 0.08 | |||||||||||||||||||||||||||
Time deposits |
4,673,862 | 39,443 | 0.84 | 4,257,736 | 35,111 | 0.82 | 3,993,508 | 31,964 | 0.80 | |||||||||||||||||||||||||||
Total interest-bearing deposits |
7,802,427 | 51,888 | 0.67 | 6,918,408 | 45,769 | 0.66 | 6,332,293 | 40,389 | 0.64 | |||||||||||||||||||||||||||
Securities sold under agreements to repurchase |
400,822 | 15,813 | 3.95 | 629,315 | 24,685 | 3.92 | 972,329 | 37,692 | 3.88 | |||||||||||||||||||||||||||
FHLB advances and other borrowings |
105,367 | 487 | 0.46 | 146,120 | 945 | 0.65 | 72,687 | 528 | 0.73 | |||||||||||||||||||||||||||
Long-term debt |
119,136 | 5,776 | 4.85 | 119,785 | 4,467 | 3.73 | 169,492 | 3,691 | 2.18 | |||||||||||||||||||||||||||
Total interest-bearing liabilities |
8,427,752 | 73,964 | 0.88 | 7,813,628 | 75,866 | 0.97 | 7,546,801 | 82,300 | 1.09 | |||||||||||||||||||||||||||
Non-interest Bearing Liabilities: |
||||||||||||||||||||||||||||||||||||
Demand deposits |
1,781,981 | 1,535,461 | 1,325,781 | |||||||||||||||||||||||||||||||||
Other liabilities |
153,972 | 85,237 | 86,081 | |||||||||||||||||||||||||||||||||
Stockholders' equity |
1,692,826 | 1,540,564 | 1,548,179 | |||||||||||||||||||||||||||||||||
Total liabilities and stockholders' equity |
$ | 12,056,531 | $ | 10,974,890 | $ | 10,506,842 | ||||||||||||||||||||||||||||||
Net interest spread (4) |
3.18 | % | 3.13 | % | 3.08 | % | ||||||||||||||||||||||||||||||
Net interest income (4) |
$ | 379,742 | $ | 342,781 | $ | 325,232 | ||||||||||||||||||||||||||||||
Net interest margin (4) |
3.39 | % | 3.35 | % | 3.33 | % |
____________
(1) |
Yields and amounts of interest earned include loan fees. Non-accrual loans are included in the average balance. |
(2) |
Calculated by dividing net interest income by average outstanding interest-earning assets. |
(3) |
The average yield has been adjusted to a fully taxable-equivalent basis for certain securities of states and political subdivisions and other securities held using a statutory federal income tax rate of 35%. |
(4) |
Net interest income, net interest spread, and net interest margin on interest-earning assets have been adjusted to a fully taxable-equivalent basis using a statutory federal income tax rate of 35%. |
Taxable-Equivalent Net Interest Income — Changes Due to Rate and Volume(1)
2015 - 2014 |
2014 - 2013 | |||||||||||||||||||||||
Increase/(Decrease) in |
Increase/(Decrease) in |
|||||||||||||||||||||||
Net Interest Income Due to: |
Net Interest Income Due to: |
|||||||||||||||||||||||
Change in |
Change in |
Total |
Change in |
Change in |
Total |
|||||||||||||||||||
Volume |
Rate |
Change |
Volume |
Rate |
Change |
|||||||||||||||||||
(In thousands) |
||||||||||||||||||||||||
Interest-Earning Assets |
||||||||||||||||||||||||
Deposits with other banks |
$ | (376 | ) | $ | (222 | ) | $ | (598 | ) | $ | 414 | $ | 432 | $ | 846 | |||||||||
Taxable securities |
(643 | ) | (2,071 | ) | (2,714 | ) | (9,694 | ) | (9,481 | ) | (19,175 | ) | ||||||||||||
Tax-exempt securities (2) |
- | - | - | (1,531 | ) | - | (1,531 | ) | ||||||||||||||||
FHLB stock |
(655 | ) | 1,845 | 1,190 | (192 | ) | 686 | 494 | ||||||||||||||||
Loans |
47,519 | (10,338 | ) | 37,181 | 41,521 | (11,040 | ) | 30,481 | ||||||||||||||||
Total increase/(decrease) in interest income |
45,845 | (10,786 | ) | 35,059 | 30,518 | (19,403 | ) | 11,115 | ||||||||||||||||
Interest-Bearing Liabilities |
||||||||||||||||||||||||
Interest-bearing demand deposits |
229 | (52 | ) | 177 | 145 | 67 | 212 | |||||||||||||||||
Money market deposits |
1,634 | (123 | ) | 1,511 | 1,157 | 436 | 1,593 | |||||||||||||||||
Savings deposits |
90 | 9 | 99 | 36 | 392 | 428 | ||||||||||||||||||
Time deposits |
3,496 | 836 | 4,332 | 2,159 | 988 | 3,147 | ||||||||||||||||||
Securities sold under agreements to repurchase |
(9,014 | ) | 142 | (8,872 | ) | (13,450 | ) | 443 | (13,007 | ) | ||||||||||||||
FHLB advances and other borrowings |
(226 | ) | (232 | ) | (458 | ) | 481 | (64 | ) | 417 | ||||||||||||||
Long-term debt |
(24 | ) | 1,333 | 1,309 | (1,307 | ) | 2,083 | 776 | ||||||||||||||||
Total decrease/(increase) in interest expense |
(3,815 | ) | 1,913 | (1,902 | ) | (10,779 | ) | 4,345 | (6,434 | ) | ||||||||||||||
Change in net interest income |
$ | 49,660 | $ | (12,699 | ) | $ | 36,961 | $ | 41,297 | $ | (23,748 | ) | $ | 17,549 |
_________
(1) |
Changes in interest income and interest expense attributable to changes in both volume and rate have been allocated proportionately to changes due to volume and changes due to rate. |
(2) |
The amount of interest earned has been adjusted to a fully tax-equivalent basis for certain securities of states and political subdivisions and other securities held using a statutory federal income tax rate of 35%. |
Provision for Credit Losses
The provision for credit losses represents the charge against current earnings that is determined by management, through a credit review process, as the amount needed to maintain an allowance for loan losses and an allowance for off-balance sheet unfunded credit commitments that management believes to be sufficient to absorb credit losses inherent in the Bank’s loan portfolio and credit commitments. The Bank recorded a negative $11.4 million provision for credit losses in 2015 compared with a negative $10.8 million in 2014, and a negative $3.0 million in 2013. Net charge-offs for 2015 were $11.1 million, or 0.12% of average loans, compared to net charge-offs for 2014 of $1.3 million, or 0.02% of average loans, and net charge-offs for 2013 of $6.4 million, or 0.08% of average loans.
Non-interest Income
Non-interest income decreased $7.8 million, or 19.4%, to $32.7 million for 2015, from $40.5 million for 2014, compared to $60.3 million for 2013 . Non-interest income includes depository service fees, letters of credit commissions, securities gains (losses), gains (losses) from loan sales, gains from sale of premises and equipment, and other sources of fee income. These other fee-based services include wire transfer fees, safe deposit fees, fees on loan-related activities, fee income from our Wealth Management division, and foreign exchange fees.
The decrease in non-interest income from 2014 to 2015 was primarily due to a $10.1 million decrease in securities gains and a $1.1 million decrease in wealth management commissions offset by increases in venture capital gains of $1.9 million and in other fees and commissions of $1.6 million. We sold securities of $1.03 billion in 2015 compared to $859.0 million in 2014. In 2015, gains of $2.4 million and losses of $1.9 million were realized on sales of investment securities compared with gains of $18.0 million and losses of $10.5 million realized in 2014. Other-than-temporary write-downs on agency preferred stock were $3.9 million in 2015 compared to $0.8 million in 2014.
The decrease in non-interest income from 2013 to 2014 was primarily due to a $20.6 million decrease in securities gains offset by a $1.4 million increase in wealth management commissions. We sold securities of $859.0 million in 2014 compared to $1.0 billion in 2013. In 2014, gains of $18.0 million and losses of $10.5 million were realized on sales of investment securities compared with gains of $29.0 million and losses of $1.6 million realized in 2013.
Non-interest Expense
Non-interest expense includes expenses related to salaries and benefits of employees, occupancy expenses, marketing expenses, computer and equipment expenses, amortization of core deposit intangibles, and other operating expenses. Non-interest expense totaled $202.7 million in 2015 compared to $174.3 million in 2014. The increase of $28.4 million , or 16.3% , in non-interest expense in 2015 compared to 2014 was primarily due to a combination of the following:
|
● |
Amortization of investments in affordable housing and alternative energy partnerships increased $26.3 million to $33.3 million in 2015 from $7.0 million in 2014 primarily due to the investment in an alternative energy partnership in 2015. |
● |
Occupancy expenses increased $1.3 million, or 8.2%, due primarily to increases in higher rental expenses resulting from the acquisition of Asia Bank and from new branches. |
● |
Professional service expenses increased $2.4 million primarily due to increases in data processing expenses and expenses related to the conversion of Asia Bank customers to our data processing systems. |
● |
Marketing expenses increased $0.8 million primarily due to increases in media and promotion expenses. |
● |
OREO expenses increased $0.5 million primarily due to decreases in gains on sale and transfer of OREO offset by decreases in the provision for OREO losses and expenses. |
● |
Offsetting the above increases were a decrease of $3.3 million in costs associated with debt redemptions during 2014 for prepayment penalties on securities sold under agreements to repurchase. |
The efficiency ratio, defined as non-interest expense divided by the sum of net interest income before provision for loan losses plus non-interest income, increased to 49.15% in 2015 compared to 45.48% in 2014 due primarily to higher non-interest expense as explained above.
Non-interest expense totaled $174.3 million in 2014 compared to $193.8 million in 2013. The decrease of $19.5 million , or 10.1% , in non-interest expense in 2014 compared to 2013 was primarily due to a combination of the following:
|
● |
Costs associated with debt redemptions due to prepayment penalties on securities sold under agreements to repurchase and Federal Home Loan Bank advances decreased $19.2 million, or 85%, to $3.3 million in 2014 from $22.6 million in 2013. |
● |
Amortization of core deposit intangibles decreased $3.8 million, or 84%, to $719,000 in 2014 from $4.5 million in 2013 as a result of the full amortization of the core deposit premium from the General Bank acquisition. |
● |
Professional service expense decreased $1.9 million, or 7.9%, due primarily to the decreases in legal collection expense and consulting expense. |
● |
OREO expense decreased $1.1 million primarily due to gains on sale of OREO in 2014. |
● |
Offsetting the above decreases were a $1.6 million increase in s alaries and employee benefits, a $1.5 million increase in litigation expense, and a $1.4 million increase in FDIC and state assessments. |
The efficiency ratio, defined as non-interest expense divided by the sum of net interest income before provision for loan losses plus non-interest income, decreased to 45.48% in 2014 compared to 50.35% in 2013 due primarily to lower non-interest expense as explained above.
Income Tax Expense
Income tax expense was $60.0 million in 2015, compared to $82.0 million in 2014, and $70.4 million in 2013. The effective tax rate was 27.1% for 2015, 37.3% for 2014, and 36.4% for 2013. The effective tax rate differed from the composite statutory composite rate of 42% primarily as a result of alternative energy tax credits, low income housing and other tax credits totaling $31.0 million recognized in 2015, $10.2 million recognized in 2014, and $10.1 million recognized in 2013.
Our tax returns are open for audits by the Internal Revenue Service back to 2012 and by the California Franchise Tax Board back to 2008. The Company is under audit by the California Franchise Tax Board for the years 2008 to 2011. From time to time, there may be differences of opinion with respect to the tax treatment accorded transactions. When, and if, such differences occur and the related tax effects become probable and estimable, such amounts will be recognized.
Financial Condition
Total assets were $13.3 billion at December 31, 2015, an increase of $1.8 billion, or 15.1%, from $11.5 billion at December 31, 2014, primarily due to an increase of $1.2 billion in gross loans, excluding loans held for sale, and an increase of $267.4 million in investment securities .
Investment S ecurities
Investment securities were $1.6 billion and represented 12.0% of total assets at December 31, 2015, compared with $1.3 billion and 11.5% of total assets at December 31, 2014. The following table summarizes the carrying value of our portfolio of securities for each of the past two years:
As of December 31, |
||||||||
2015 |
2014 |
|||||||
(In thousands) |
||||||||
Securities Available-for-Sale: |
||||||||
U.S. treasury securities |
$ | 284,288 | $ | 664,004 | ||||
U.S. government sponsored entities |
148,160 | - | ||||||
Mortgage-backed securities |
1,062,269 | 544,303 | ||||||
Collateralized mortgage obligations |
36 | 45 | ||||||
Corporate debt securities |
73,855 | 94,472 | ||||||
Mutual funds |
5,833 | 5,866 | ||||||
Preferred stock of government sponsored entities |
3,216 | 3,224 | ||||||
Other equity securities |
8,695 | 7,021 | ||||||
Total securities available-for-sale |
$ | 1,586,352 | $ | 1,318,935 |
ASC Topic 320 requires an entity to assess whether it has the intent to sell the debt security or more likely than not will be required to sell the debt security before its anticipated recovery. If either of these conditions is met, an entity must recognize an other-than-temporary impairment (“OTTI”) to its investment securities. If an entity does not intend to sell the debt security and will not be required to sell the debt security, the entity must consider whether it will recover the amortized cost basis of the security. If the present value of expected cash flows is less than the amortized cost basis of the security, OTTI shall be considered to have occurred. OTTI is then separated into the amount of the total impairment related to credit losses and the amount of the total impairment related to all other factors. An entity determines the impairment related to credit losses by comparing the present value of cash flows expected to be collected from the security with the amortized cost basis of the security. OTTI related to the credit loss is thereafter recognized in earnings. OTTI related to all other factors is recognized in other comprehensive income. OTTI not related to the credit loss for a held-to-maturity security should be recognized separately in a new category of other comprehensive income and amortized over the remaining life of the debt security as an increase in the carrying value of the security only when the entity does not intend to sell the security and it is not more likely than not that the entity will be required to sell the security before recovery of its remaining amortized cost basis. The Company has both the ability and the intent to hold and it is not more likely than not that the Company will be required to sell those securities with unrealized losses before recovery of their amortized cost basis.
The temporarily impaired securities represent 92.0% of the fair value of investment securities as of December 31, 2015. Unrealized losses for securities with unrealized losses for less than twelve months represent 1.0%, and securities with unrealized losses for twelve months or more represent 3.3%, of the historical cost of these securities. Unrealized losses on these securities generally resulted from increases in interest rates or spreads subsequent to the date that these securities were purchased. At December 31, 2015, seven issues of securities had unrealized losses for 12 months or longer and 47 issues of securities had unrealized losses of less than 12 months.
Total unrealized losses of $15.9 million at December 31, 2015, were primarily caused by increases in interest rates subsequent to the date that these securities were purchased or caused by the widening of credit and liquidity spreads since the dates of acquisition. The contractual terms of those investments do not permit the issuers to settle the security at a price less than the amortized cost of the investment.
At December 31, 2015, management believed the impairment was temporary and, accordingly, no impairment loss on debt securities has been recognized in our Consolidated Statements of Operations. The Company expects to recover the amortized cost basis of its debt securities, and has no intent to sell and believes it is more likely than not that it will not be required to sell available-for-sale debt securities that have declined below their cost before their anticipated recovery.
The tables below show the fair value and unrealized losses of the temporarily impaired securities in our investment securities portfolio as of December 31, 2015, and December 31, 2014:
As of December 31, 2015 |
||||||||||||||||||||||||||||||||||||
Temporarily Impaired Securities |
||||||||||||||||||||||||||||||||||||
Less than 12 months |
12 months or longer |
Total |
||||||||||||||||||||||||||||||||||
Fair |
Unrealized |
No. of |
Fair |
Unrealized |
No. of |
Fair |
Unrealized |
No. of |
||||||||||||||||||||||||||||
Value |
Losses |
Issuances |
Value |
Losses |
Issuances |
Value |
Losses |
Issuances |
||||||||||||||||||||||||||||
(Dollars in thousands) |
||||||||||||||||||||||||||||||||||||
Securities Available-for-Sale |
||||||||||||||||||||||||||||||||||||
U.S. treasury securities |
$ | 224,289 | $ | 395 | 5 | $ | - | $ | - | - | $ | 224,289 | $ | 395 | 5 | |||||||||||||||||||||
U.S. government sponsored entities |
148,160 | 1,840 | 3 | - | - | - | $ | 148,160 | $ | 1,840 | 3 | |||||||||||||||||||||||||
Mortgage-backed securities |
1,025,342 | 11,398 | 35 | 6 | 1 | 2 | 1,025,348 | 11,399 | 37 | |||||||||||||||||||||||||||
Collateralized mortgage obligations |
- | - | - | 36 | 27 | 1 | 36 | 27 | 1 | |||||||||||||||||||||||||||
Corporate debt securities |
9,950 | 50 | 1 | 43,525 | 1,475 | 3 | 53,475 | 1,525 | 4 | |||||||||||||||||||||||||||
Mutual funds |
- | - | - | 5,833 | 167 | 1 | 5,833 | 167 | 1 | |||||||||||||||||||||||||||
Preferred stock of government sponsored entities |
2,488 | 228 | 2 | - | - | - | 2,488 | 228 | 2 | |||||||||||||||||||||||||||
Other equity securities |
158 | 342 | 1 | - | - | - | 158 | 342 | 1 | |||||||||||||||||||||||||||
Total securities available-for-sale |
$ | 1,410,387 | $ | 14,253 | 47 | $ | 49,400 | $ | 1,670 | 7 | $ | 1,459,787 | $ | 15,923 | 54 |
As of December 31, 2014 |
||||||||||||||||||||||||||||||||||||
Temporarily Impaired Securities |
||||||||||||||||||||||||||||||||||||
Less than 12 months |
12 months or longer |
Total |
||||||||||||||||||||||||||||||||||
Fair |
Unrealized |
No. of |
Fair |
Unrealized |
No. of |
Fair |
Unrealized |
No. of |
||||||||||||||||||||||||||||
Value |
Losses |
Issuances |
Value |
Losses |
Issuances |
Value |
Losses |
Issuances |
||||||||||||||||||||||||||||
(Dollars in thousands) |
||||||||||||||||||||||||||||||||||||
Securities Available-for-Sale |
||||||||||||||||||||||||||||||||||||
U.S. treasury securities |
$ | 374,153 | $ | 265 | 6 | $ | - | $ | - | - | $ | 374,153 | $ | 265 | 6 | |||||||||||||||||||||
Mortgage-backed securities |
- | - | - | 425,090 | 6,386 | 16 | 425,090 | 6,386 | 16 | |||||||||||||||||||||||||||
Collateralized mortgage obligations |
- | - | - | 45 | 34 | 1 | 45 | 34 | 1 | |||||||||||||||||||||||||||
Corporate debt securities |
- | - | - | 63,753 | 1,247 | 4 | 63,753 | 1,247 | 4 | |||||||||||||||||||||||||||
Mutual funds |
- | - | - | 5,866 | 134 | 1 | 5,866 | 134 | 1 | |||||||||||||||||||||||||||
Preferred stock of government sponsored entities |
2,448 | 3,733 | 2 | - | - | - | 2,448 | 3,733 | 2 | |||||||||||||||||||||||||||
Total securities available-for-sale |
$ | 376,601 | $ | 3,998 | 8 | $ | 494,754 | $ | 7,801 | 22 | $ | 871,355 | $ | 11,799 | 30 |
The scheduled maturities and taxable-equivalent yields by security type are presented in the following table:
Securites Portfolio Maturity Distribution and Yield Analysis:
As of December 31, 2015 |
||||||||||||||||||||
After One |
After Five |
|||||||||||||||||||
One Year |
Year to |
Years to |
Over Ten |
|||||||||||||||||
or Less |
Five Years |
Ten Years |
Years |
Total |
||||||||||||||||
(Dollars in thousands) |
||||||||||||||||||||
Maturity Distribution: |
||||||||||||||||||||
Securities Available-for-Sale: |
||||||||||||||||||||
U.S. treasury securities |
$ | 184,956 | $ | 99,332 | $ | - | $ | - | $ | 284,288 | ||||||||||
U.S. government sponsored entities |
- | - | 148,160 | - | 148,160 | |||||||||||||||
Mortgage-backed securities (1) |
- | 6,262 | 606 | 1,055,401 | 1,062,269 | |||||||||||||||
Collateralized mortgage obligations (1) |
- | - | - | 36 | 36 | |||||||||||||||
Corporate debt securities |
- | 30,330 | 43,525 | - | 73,855 | |||||||||||||||
Mutual funds (2) |
- | - | - | 5,833 | 5,833 | |||||||||||||||
Preferred stock of government sponsored entities (2) |
- | - | - | 3,216 | 3,216 | |||||||||||||||
Other equity securities (2) |
- | - | - | 8,695 | 8,695 | |||||||||||||||
Total securities available-for-sale |
$ | 184,956 | $ | 135,924 | $ | 192,291 | $ | 1,073,181 | $ | 1,586,352 | ||||||||||
Weighted-Average Yield: |
||||||||||||||||||||
Securities Available-for-Sale: |
||||||||||||||||||||
U.S. treasury securities |
0.39 | % | 0.69 | % | - | - | 0.49 | % | ||||||||||||
U.S. government sponsored entities |
- | - | 1.98 | - | 1.98 | |||||||||||||||
Mortgage-backed securities (1) |
- | 4.70 | 5.96 | 2.04 | 2.06 | |||||||||||||||
Collateralized mortgage obligations (1) |
- | - | - | 3.50 | 3.50 | |||||||||||||||
Corporate debt securities |
- | 1.38 | 1.47 | - | 1.43 | |||||||||||||||
Mutual funds (2) |
- | - | - | 2.12 | 2.12 | |||||||||||||||
Total securities available-for-sale |
0.39 | % | 1.03 | % | 1.88 | % | 2.02 | % | 1.74 | % |
(1) |
Securities reflect stated maturities and do not reflect the impact of anticipated prepayments. |
(2) |
There is no stated maturity for mutual funds and equity securities. |
Loans
Loans represented 85.8% of average interest-earning assets during 2015, compared with 83.5% during 2014. Gross loans, excluding loans held for sale, increased by $1.2 billion, or 14.0%, to $10.16 billion at December 31, 2015, compared with $8.91 billion at December 31, 2014. These figures include total gross loans of $419.7 million from the acquisition of Asia Bank on July 31, 2015. The increase in gross loans was primarily attributable to the following:
• |
Commercial mortgage loans increased $814.8 million , or 18.2% , to $5.30 billion at December 31, 2015, compared to $4.49 billion at December 31, 2014. The acquisition of Asia Bank added $402.0 million in commercial mortgage loans. Total commercial mortgage loans accounted for 52.2% of gross loans at December 31, 2015, compared to 50.3% at December 31, 2014. Commercial mortgage loans consist primarily of commercial retail properties, shopping centers, and owner-occupied industrial facilities, and , secondarily , of office buildings, multiple-unit apartments, hotels, and multi-tenanted industrial properties, and are typically secured by first deeds of trust on such commercial properties. In addition, the Bank provides medium-term commercial real estate loans secured by commercial or industrial buildings where the borrower either uses the property for business purposes or derives income from tenants. |
• |
Total residential mortgage loans increased by $362.3 million , or 23.1% , to $1.93 billion at December 31, 2015, compared to $1.57 billion at December 31, 2014, primarily due to the low level of interest rates and the originations of mortgages to non-US residents secured by residential real estate in the United States. |
• |
Real estate construction loans increased $142.9 million , or 47.8%, to $441.5 million at December 31, 2015, compared to $298.7 million at December 31, 2014. |
• |
Commercial loans decreased $65.6 million , or 2.8% , to $2.32 billion at December 31, 2015, compared to $2.38 billion at December 31, 2014. Commercial loans consist primarily of short-term loans (typically with a maturity of one year or less) to support general business purposes, or to provide working capital to businesses in the form of lines of credit , trade-finance loans, loans for commercial purposes secured by cash, and SBA loans. |
Our lending relates predominantly to activities in the states of California, Nevada, New York, Texas, Washington , Massachusetts, Illinois, New Jersey, and Maryland, although we have some loans to domestic clients who are engaged in international trade. Loans outstanding in our branch in Hong Kong were $216.2 million as of December 31, 2015, compared to $227.6 million as of December 31, 2014.
The classification of loans by type and amount outstanding as of December 31 for each of the past five years is presented below:
Loan Type and Mix |
||||||||||||||||||||
As of December 31, |
||||||||||||||||||||
2015 |
2014 |
2013 |
2012 |
2011 |
||||||||||||||||
(In thousands) |
||||||||||||||||||||
Commercial loans |
$ | 2,316,863 | $ | 2,382,493 | $ | 2,298,724 | $ | 2,127,107 | $ | 1,868,275 | ||||||||||
Residential mortgage loans and equity lines |
2,101,335 | 1,742,938 | 1,526,532 | 1,340,082 | 1,186,969 | |||||||||||||||
Commercial mortgage loans |
5,301,218 | 4,486,443 | 4,023,051 | 3,768,452 | 3,748,897 | |||||||||||||||
Real estate construction loans |
441,543 | 298,654 | 221,701 | 180,950 | 237,372 | |||||||||||||||
Installment and other loans |
2,493 | 3,552 | 14,555 | 12,556 | 17,699 | |||||||||||||||
Gross loans |
10,163,452 | 8,914,080 | 8,084,563 | 7,429,147 | 7,059,212 | |||||||||||||||
Less: |
||||||||||||||||||||
Allowance for loan losses |
(138,963 | ) | (161,420 | ) | (173,889 | ) | (183,322 | ) | (206,280 | ) | ||||||||||
Unamortized deferred loan fees |
(8,262 | ) | (12,392 | ) | (13,487 | ) | (10,238 | ) | (8,449 | ) | ||||||||||
Total loans and leases, net |
$ | 10,016,227 | $ | 8,740,268 | $ | 7,897,187 | $ | 7,235,587 | $ | 6,844,483 | ||||||||||
Loans held for sale |
$ | 6,676 | $ | 973 | $ | - | $ | - | $ | 760 |
The loan maturities in the table below are based on contractual maturities. As is customary in the banking industry, loans that meet underwriting criteria can be renewed by mutual agreement between us and the borrower. Because we are unable to estimate the extent to which our borrowers will renew their loans, the table is based on contractual maturities. As a result, the data shown below should not be viewed as an indication of future cash flows.
Contractual Maturity of Loan Portfolio
Within One Year |
One to Five Years |
Over Five Years |
Total |
|||||||||||||
(In thousands) |
||||||||||||||||
Commercial loans |
||||||||||||||||
Floating rate |
$ | 1,701,172 | $ | 409,420 | $ | 65,392 | $ | 2,175,984 | ||||||||
Fixed rate |
96,345 | 32,735 | 11,799 | 140,879 | ||||||||||||
Residential mortgage loans and equity lines |
||||||||||||||||
Floating rate |
13 | 822 | 578,984 | 579,819 | ||||||||||||
Fixed rate |
2,044 | 14,140 | 1,505,332 | 1,521,516 | ||||||||||||
Commercial mortgage loans |
||||||||||||||||
Floating rate |
431,684 | 1,199,250 | 2,314,833 | 3,945,767 | ||||||||||||
Fixed rate |
127,258 | 955,344 | 272,849 | 1,355,451 | ||||||||||||
Real estate construction loans |
||||||||||||||||
Floating rate |
253,442 | 153,391 | 5,776 | 412,609 | ||||||||||||
Fixed rate |
28,934 | - | - | 28,934 | ||||||||||||
Installment and other loans |
||||||||||||||||
Floating rate |
93 | - | - | 93 | ||||||||||||
Fixed rate |
2,141 | 259 | - | 2,400 | ||||||||||||
Total Loans |
$ | 2,643,126 | $ | 2,765,361 | $ | 4,754,965 | $ | 10,163,452 | ||||||||
Floating rate |
$ | 2,386,404 | $ | 1,762,883 | $ | 2,964,985 | $ | 7,114,272 | ||||||||
Fixed rate |
256,722 | 1,002,478 | 1,789,980 | 3,049,180 | ||||||||||||
Total Loans |
2,643,126 | 2,765,361 | 4,754,965 | 10,163,452 | ||||||||||||
Allowance for loan losses |
(138,963 | ) | ||||||||||||||
Unamortized deferred loan fees |
(8,262 | ) | ||||||||||||||
Net loans |
$ | 10,016,227 | ||||||||||||||
Loans held for sale |
$ | 6,676 |
Deposits
The Bank primarily uses customer deposits to fund its operations, and to a lesser extent borrowings in the form of securities sold under agreements to repurchase, advances from the Federal Home Loan Bank, and other borrowings. The Bank’s deposits are generally obtained from the Bank’s geographic market area. The Bank utilizes traditional marketing methods to attract new customers and deposits, by offering a wide variety of products and services and utilizing various forms of advertising media. Although the vast majority of the Bank’s deposits are retail in nature, the Bank does engage in certain wholesale activities, primarily accepting deposits generated by brokers or Internet listing services. The Bank considers wholesale deposits to be an alternative borrowing source rather than a customer relationship and, as such, their levels are determined by management’s decisions as to the most economic funding sources. B rokered-deposits totaled $684.2 million, or 6.5%, of total deposits, at December 31, 2015, compared to $497.4 million, or 5.7%, at December 31, 2014.
The Company’s total deposits increased $1.73 billion, or 19.7%, to $10.51 billion at December 31, 2015, from $8.78 billion at December 31, 2014, primarily due to a $718.0 million, or 16.8%, increase in time deposits, a $368.1 million, or 22.1%, increase in non-interest bearing demand deposits, a $367.5 million, or 23.9% , increase in money market deposits, a $187.7 million, or 24.1% , increase in NOW deposits, and a $84.2 million, or 15.8% increase in savings deposits. These figures include total deposits of $420.6 million from the acquisition of Asia Bank on July 31, 2015. The following table displays the deposit mix for the past three years:
Deposit Mix
Year Ended December 31, |
||||||||||||||||||||||||
2015 |
2014 |
2013 |
||||||||||||||||||||||
Amount |
Percentage |
Amount |
Percentage |
Amount |
Percentage |
|||||||||||||||||||
(Dollars in thousands) |
||||||||||||||||||||||||
Demand deposits |
$ | 2,033,048 | 19.4 | % | $ | 1,664,914 | 19.0 | % | $ | 1,441,858 | 18.1 | % | ||||||||||||
NOW deposits |
966,404 | 9.2 | 778,691 | 8.9 | 683,873 | 8.6 | ||||||||||||||||||
Money market deposits |
1,905,719 | 18.1 | 1,538,187 | 17.5 | 1,286,338 | 16.1 | ||||||||||||||||||
Savings deposits |
618,164 | 5.9 | 533,940 | 6.1 | 499,520 | 6.2 | ||||||||||||||||||
Time deposits |
4,985,752 | 47.4 | 4,267,728 | 48.5 | 4,069,716 | 51.0 | ||||||||||||||||||
Total |
$ | 10,509,087 | 100 | % | $ | 8,783,460 | 100 | % | $ | 7,981,305 | 100.0 | % |
Average total deposits increased $1.13 billion, or 13.4% , to $9.58 billion in 2015, compared with average total deposits of $8.45 billion in 2014.
The following table displays average deposits and rates for the past five years:
Average Deposits and Average Rates
Year Ended December 31, |
||||||||||||||||||||||||||||||||||||||||
2015 |
2014 |
2013 |
2012 |
2011 |
||||||||||||||||||||||||||||||||||||
Amount |
% |
Amount |
% |
Amount |
% |
Amount |
% |
Amount |
% |
|||||||||||||||||||||||||||||||
(Dollars in thousands) |
||||||||||||||||||||||||||||||||||||||||
Demand deposits |
$ | 1,781,981 | - | % | $ | 1,535,461 | - | % | $ | 1,325,781 | - | % | $ | 1,157,343 | - | % | $ | 996,215 | - | % | ||||||||||||||||||||
NOW deposits |
860,513 | 0.16 | 721,435 | 0.17 | 634,506 | 0.16 | 516,246 | 0.15 | 426,252 | 0.18 | ||||||||||||||||||||||||||||||
Money market deposits |
1,677,065 | 0.60 | 1,407,053 | 0.61 | 1,215,347 | 0.58 | 1,059,841 | 0.56 | 979,253 | 0.75 | ||||||||||||||||||||||||||||||
Savings deposits |
590,987 | 0.15 | 532,184 | 0.15 | 488,932 | 0.08 | 451,022 | 0.08 | 411,953 | 0.12 | ||||||||||||||||||||||||||||||
Time deposits |
4,673,862 | 0.84 | 4,257,736 | 0.82 | 3,993,508 | 0.80 | 4,197,906 | 0.96 | 4,323,833 | 1.24 | ||||||||||||||||||||||||||||||
Total |
$ | 9,584,408 | 0.54 | % | $ | 8,453,869 | 0.54 | % | $ | 7,658,074 | 0.53 | % | $ | 7,382,358 | 0.64 | % | $ | 7,137,506 | 0.87 | % |
Management considers the Bank’s time deposits of $250,000 or more, which totaled $1.79 billion at December 31, 2015, to be generally less volatile than other wholesale funding sources primarily because approximately 71% of the Bank’s CDs of $250,000 or more have been on deposit with the Bank for two years or more. Management monitors the CDs of $250,000 or more portfolio to identify any changes in the deposit behavior in the market and of the customers the Bank is serving.
Of our CDs , approximately 74.1% mature within one year as of December 31, 2015. The following tables display time deposits by maturity:
Time Deposits by Maturity
At December 31, 2015 |
||||
(In thousands) |
||||
Less than three months |
$ | 1,478,505 | ||
Three to six months |
816,977 | |||
Six to twelve months |
1,399,682 | |||
Over one year |
1,290,588 | |||
Total |
$ | 4,985,752 |
The following table displays time deposits with a remaining term of more than one year at December 31, 2015:
Maturities of Time Deposits with a Remaining Term
of More Than One Year for Each
of the Five Years Following December 31, 2015
2017 |
$ | 997,735 | ||
2018 |
249,147 | |||
2019 |
42,788 | |||
2020 |
907 | |||
2021 |
11 |
Borrowings
Borrowings include securities sold under agreements to repurchase, Federal funds purchased, funds obtained as advances from the Federal Home Loan Bank (“FHLB”) of San Francisco, and borrowings from other financial institutions.
Securities sold under agreements to repurchase were $400.0 million with a weighted average rate of 3.89% at December 31, 2015, compared to $450.0 million with a weighted average rate of 3.85% at December 31, 2014. In 2014, the Company prepaid securities sold under agreements to repurchase totaling $100 million with a weighted average rate of 3.5% and incurred prepayment penalties of $3.4 million compared to no repayments in 2015. As of December 31, 2015, four floating-to-fixed rate agreements totaling $200.0 million with weighted average rate of 5.0% and final maturity in January 2017 have initial floating rates for one year, with floating rates of the three-month LIBOR rate minus 340 basis points. Thereafter, the rates are fixed for the remainder of the term, with interest rates ranging from 4.89% to 5.07%. As of December 31, 2015, and December 31, 2014, four fixed rate non-callable securities sold under agreements to repurchase totaled $200.0 million with a weighted average rate of 2.78%. Final maturity for the four fixed rate non-callable securities sold under agreements to repurchase is $50.0 million in August 2016, $50.0 million in July 2017, $50.0 million in June 2018, and $50.0 million in July 2018.
These transactions are accounted for as collateralized financing transactions and recorded at the amounts at which the securities were sold. The Company may have to provide additional collateral for the repurchase agreements, as necessary. The underlying collateral pledged for the repurchase agreements consists of U.S. Treasury securities and mortgage-backed securities with a fair value of $430.2 million as of December 31, 2015, and $516.3 million as of December 31, 2014 .
The table below provides comparative data for securities sold under agreements to repurchase for the years indicated:
2015 |
2014 |
2013 |
||||||||||
(Dollars in thousands) |
||||||||||||
Average amount outstanding during the year (1) |
$ | 400,822 | $ | 629,315 | $ | 972,329 | ||||||
Maximum amount outstanding at month-end (2) |
400,000 | 700,000 | 1,200,000 | |||||||||
Balance, December 31 |
400,000 | 450,000 | 800,000 | |||||||||
Rate, December 31 |
3.89 | % | 3.85 | % | 3.87 | % | ||||||
Weighted average interest rate for the year |
3.95 | % | 3.92 | % | 3.88 | % |
(1) |
Average balances were computed using daily averages. |
(2) |
Highest month-end balances were January 2015, January 2014, and January 2013. |
As of December 31, 2015, over-night borrowings from the FHLB were $250.0 million at a rate of 0.27% compared to $400.0 million at a rate of 0.27% at December 31, 2014. At December 31, 2015 and 2014, a $25 million advance from the FHLB at a rate of 1.13% was outstanding and will mature in March 2018.
Long-term Debt
We established three special purpose trusts in 2003 and two in 2007 for the purpose of issuing Guaranteed Preferred Beneficial Interests in their Subordinated Debentures to outside investors (“Capital Securities”). The proceeds from the issuance of the Capital Securities as well as our purchase of the common stock of the special purpose trusts were invested in Junior Subordinated Notes of the Company (“Junior Subordinated Notes”). The trusts exist for the purpose of issuing the Capital Securities and investing in Junior Subordinated Notes. Subject to some limitations, payment of distributions out of the monies held by the trusts and payments on liquidation of the trusts, or the redemption of the Capital Securities, are guaranteed by the Company to the extent the trusts have funds on hand at such time. The obligations of the Company under the guarantees and the Junior Subordinated Notes are subordinate and junior in right of payment to all indebtedness of the Company and will be structurally subordinated to all liabilities and obligations of the Company’s subsidiaries. The Company has the right to defer payments of interest on the Junior Subordinated Notes at any time or from time to time for a period of up to twenty consecutive quarterly periods with respect to each deferral period. Under the terms of the Junior Subordinated Notes, the Company may not, with certain exceptions, declare or pay any dividends or distributions on its capital stock or purchase or acquire any of its capital stock if it has deferred payment of interest on any Junior Subordinated Notes.
At December 31, 2015, Junior Subordinated Notes totaled $119.1 million with a weighted average interest rate of 2.70% , compared to $119.1 million with a weighted average rate of 2.42% at December 31, 2014. T he Company prepaid Junior Subordinated Notes of $2 million and incurred income of $555,000 in April 2014. The Junior Subordinated Notes have a stated maturity term of 30 years. The Junior Subordinated Notes qualify as Tier 1 capital for regulatory reporting purposes at both December 31, 2015 and 2014. The trusts are not consolidated with the Company in accordance with an accounting pronouncement that took effect in December 2003.
Off-Balance-Sheet Arrangements, Commitments, Guarantees, and Contractual Obligations
The following table summarizes our contractual obligations and commitments to make future payments as of December 31, 2015. Payments for deposits and borrowings do not include interest. Payments related to leases are based on actual payments specified in the underlying contracts. Loan commitments and standby letters of credit are presented at contractual amounts; however, since many of these commitments are expected to expire unused or only partially used, the total amounts of these commitments do not necessarily reflect future cash requirements.
Payment Due by Period |
||||||||||||||||||||
More than |
3 years or |
|||||||||||||||||||
1 year but |
more but |
|||||||||||||||||||
1 year |
less than |
less than |
5 years |
|||||||||||||||||
or less |
3 years |
5 years |
or more |
Total |
||||||||||||||||
(In thousands) |
||||||||||||||||||||
Contractual obligations: |
||||||||||||||||||||
Securities sold under agreements to repurchase (1) |
$ | - | $ | 200,000 | $ | - | $ | - | $ | 200,000 | ||||||||||
Securities sold under agreements to repurchase (2) |
50,000 | 150,000 | - | - | 200,000 | |||||||||||||||
Advances from the Federal Home Loan Bank |
250,000 | 25,000 | - | - | 275,000 | |||||||||||||||
Other borrowings |
- | - | - | 18,593 | 18,593 | |||||||||||||||
Long-term debt |
- | - | - | 119,136 | 119,136 | |||||||||||||||
Operating leases |
7,887 | 11,383 | 4,795 | 4,869 | 28,934 | |||||||||||||||
Deposits with stated maturity dates |
3,695,164 | 1,246,882 | 43,695 | 11 | 4,985,752 | |||||||||||||||
Total contractual obligations and other commitments |
$ | 4,003,051 | $ | 1,633,265 | $ | 48,490 | $ | 142,609 | $ | 5,827,415 | ||||||||||
Other commitments: |
||||||||||||||||||||
Commitments to extend credit |
1,041,386 | 708,917 | 96,173 | 125,372 | 1,971,848 | |||||||||||||||
Standby letters of credit |
47,851 | 596 | 176 | 458 | 49,081 | |||||||||||||||
Commercial letters of credit |
38,039 | - | 92 | - | 38,131 | |||||||||||||||
Bill of lading guarantees |
454 | - | - | - | 454 | |||||||||||||||
Total contractual obligations and other commitments |
$ | 1,127,730 | $ | 709,513 | $ | 96,441 | $ | 125,830 | $ | 2,059,514 |
|
(1) |
These repurchase agreements have a final maturity of 10-years from origination date but are callable on a quarterly basis. |
|
(2) |
These repurchase agreements are non-callable. |
In the normal course of business, we enter into various transactions, which, in accordance with U.S. generally accepted accounting principles, are not included in our Consolidated Balance Sheets. We enter into these transactions to meet the financing needs of our customers. These transactions include commitments to extend credit and standby letters of credit, which involve, to varying degrees, elements of credit risk and interest rate risk in excess of the amounts recognized in the Consolidated Balance Sheets.
Loan Commitments . We enter into contractual commitments to extend credit, normally with fixed expiration dates or termination clauses, at specified rates and for specific purposes. Substantially all of our commitments to extend credit are contingent upon customers maintaining specific credit standards at the time of loan funding. We minimize our exposure to loss under these commitments by subjecting them to credit approval and monitoring procedures. Management assesses the credit risk associated with certain commitments to extend credit in determining the level of the allowance for credit losses.
Standby Letters of Credit . Standby letters of credit are written conditional commitments issued by us to secure the obligations of a customer to a third party. In the event the customer does not perform in accordance with the terms of an agreement with the third party, we would be required to fund the commitment. The maximum potential amount of future payments we could be required to make is represented by the contractual amount of the commitment. If the commitment is funded, we would be entitled to seek reimbursement from the customer. Our policies generally require that standby letter of credit arrangements contain security and debt covenants similar to those contained in loan agreements.
Capital Resources
Stockholders’ Equity
Total equity was $1.75 billion at December 31, 2015, an increase of $144.9 million, or 9.0%, from $1.60 billion at December 31, 2014, primarily due to increases in net income of $161.1 million and equity consideration for the acquisition of Asia Bancshares, Inc. of $82.8 million offset by purchases of treasury stock of $59.4 million and common stock cash dividends of $45.3 million. Under the terms of the acquisition of Asia Bancshares, Inc. which was completed on July 31, 2015, we issued 2.58 million shares of our common stock and paid $57.0 million in cash for all of the issued and outstanding stock of Asia Bancshares. The Company paid cash dividends of $0.56 per common share in 2015 and $0.29 per common share in 2014.
In November 2007, the Board of Directors approved a stock repurchase program for the Company to buy back up to one million shares of our common stock, and 377,500 shares were repurchased during 2007. Repurchases of shares were suspended under this program between 2008 and July 2015. In August 2015, the Company resumed stock repurchases under the November 2007 repurchase program and repurchased the remaining 622,500 shares under the November 2007 repurchase program for $18.1 million, or an average price of $29.08 per share.
On August 31, 2015, the Board of Directors approved a new stock repurchase program to buy back up to two million shares of our common stock. In 2015, the Company repurchased 1,366,750 shares for $41.3 million, or $30.22 per share under the August 2015 repurchase program.
As of December 31, 2015, the Company could repurchase up to 633 ,250 shares of common stock under the August 2015 stock repurchase program, subject to regulatory limitations. The August 2015 stock repurchase program were completed on February 1, 2016, by repurchasing the remaining shares of 633,250 for $17.0 million, or $26.82 per share, in January and February of 2016.
On February 1, 2016, the Board of Directors approved a new stock repurchase program to buy back up to $45.0 million of the Company’s common stock. As of February 16, 2016, the Company repurchased 579,543 shares for $15.8 million, or $27.22 per share, under the February 2016 repurchase program. As of February 16, 2016, the Company may repurchase up to $29.2 million of its common stock under the February 2016 repurchase program.
Capita l Adequacy
Management seeks to retain our capital at a level sufficient to support future growth, protect depositors and stockholders, and comply with various regulatory requirements. The primary measure of capital adequacy is based on the ratio of risk-based capital to risk-weighted assets. At December 31, 2015, the Company’s common equity Tier 1 capital ratio of 12.95%, Tier 1 risk-based capital ratio of 14.03%, total risk-based capital ratio of 15.30%, and Tier 1 leverage capital ratio of 11.95%, calculated under the new Basel III capital rules that became effective January 1, 2015, continue to place the Company in the “well capitalized” category for regulatory purposes, which is defined as institutions with a common equity Tier 1 capital ratio equal to or greater than 6.5%, a Tier 1 risk-based capital ratio equal to or greater than 8%, a total risk-based capital ratio equal to or greater than 10%, and a Tier 1 leverage capital ratio equal to or greater than 5%. At December 31, 2014, the Company’s Tier 1 risk-based capital ratio was 14.96%, total risk-based capital ratio was 16.22%, and Tier 1 leverage capital ratio was 12.99%, calculated based on the prior Basel I capital rules.
A table displaying the Bancorp’s and the Bank’s capital and leverage ratios at December 31, 2015, and 2014, is included in Note 22 to the Consolidated Financial Statements.
Dividend Policy
Holders of common stock are entitled to dividends as and when declared by our Board of Directors out of funds legally available for the payment of dividends. Although we have historically paid cash dividends on our common stock, we are not required to do so. We increased the common stock dividend from $.01 per share to $.05 per share in the fourth quarter of 2013, to $.07 per share in the second quarter of 2014, to $.10 per share in the fourth quarter of 2014, to $.14 per share in the second quarter of 2015, and to $.18 per share in the fourth quarter of 2015. The amount of future dividends will depend on our earnings, financial condition, capital requirements and other factors, and will be determined by our Board of Directors. The terms of our Junior Subordinated Notes also limit our ability to pay dividends. If we are not current in our payment of dividends on our Junior Subordinated Notes, we may not pay dividends on our common stock.
Substantially all of the revenues of the Company available for payment of dividends derive from amounts paid to it by the Bank. The Bank paid dividends to Bancorp totaling $163.3 million during 2015, $30.0 million during 2014, and $138.0 million during 2013 .
The Federal Reserve Board issued Federal Reserve Supervision and Regulation Letter SR-09-4 that states that bank holding companies are expected to inform and consult with the Federal Reserve supervisory staff prior to declaring and paying a dividend that exceeds earnings for the period for which the dividend is being paid.
Under California State banking law, the Bank may not without regulatory approval pay a cash dividend which exceeds the lesser of the Bank’s retained earnings or its net income for the last three fiscal years, less any cash distributions made during that period. Under this regulation, the amount of retained earnings available for cash dividends to the Company immediately after December 31, 2015, was restricted to approximately $98.4 million.
Risk Elements of the Loan Portfolio
Non-performing Assets
Non-performing assets include loans past due 90 days or more and still accruing interest, non-accrual loans, and OREO. Our policy is to place loans on non-accrual status if interest and principal or either interest or principal is past due 90 days or more, or in cases where management deems the full collection of principal and interest unlikely. After a loan is placed on non-accrual status, any previously accrued but unpaid interest is reversed and charged against current income and subsequent payments received are generally first applied towards the outstanding principal balance of the loan. Depending on the circumstances, management may elect to continue the accrual of interest on certain past due loans if partial payment is received and/or the loan is well collateralized and in the process of collection. The loan is generally returned to accrual status when the borrower has brought the past due principal and interest payments current and, in the opinion of management, the borrower has demonstrated the ability to make future payments of principal and interest as scheduled.
Management reviews the loan portfolio regularly for problem loans. During the ordinary course of business, management becomes aware of borrowers that may not be able to meet the contractual requirements of the loan agreements. Such loans are placed under closer supervision with consideration given to placing the loan on non-accrual status, the need for an additional allowance for loan losses, and (if appropriate) partial or full charge-off.
Total non-performing portfolio assets decreased $24.8 million, or 24.4%, to $76.8 million at December 31, 2015, compared to $101.6 million at December 31, 2014, primarily due to an $18.1 million decrease in non-accrual loans and a $6.8 million decrease in OREO.
As a percentage of gross loans, excluding loans held for sale, plus OREO, our non-performing assets decreased to 0.75% at December 31, 2015, from 1.14% at December 31, 2014. The non-performing portfolio loan, excluding loans held for sale, coverage ratio, defined as the allowance for credit losses to non-performing loans, excluding loans held for sale, increased to 269.4% at December 31, 2015, from 232.8% at December 31, 2014.
The following table presents the breakdown of total non-accrual, past due, and restructured loans for the past five years:
Non-accrual, Past Due and Restructured Loans
As of December 31, |
||||||||||||||||||||
2015 |
2014 |
2013 |
2012 |
2011 |
||||||||||||||||
(Dollars in thousands) |
||||||||||||||||||||
Accruing loans past due 90 days or more |
$ | - | $ | - | $ | 982 | $ | 630 | $ | 6,726 | ||||||||||
Non-accrual loans |
52,130 | 70,163 | 83,183 | 103,902 | 201,197 | |||||||||||||||
Total non-performing loans |
52,130 | 70,163 | 84,165 | 104,532 | 207,923 | |||||||||||||||
Real estate acquired in foreclosure and other assets |
24,701 | 31,477 | 52,985 | 46,384 | 92,713 | |||||||||||||||
Total non-performing assets |
$ | 76,831 | $ | 101,640 | $ | 137,150 | $ | 150,916 | $ | 300,636 | ||||||||||
Accruing troubled debt restructurings (TDRs) |
$ | 81,680 | $ | 104,356 | $ | 117,597 | $ | 144,695 | $ | 120,016 | ||||||||||
Non-accrual TDRs (included in non-accrual loans) |
$ | 39,923 | $ | 41,618 | $ | 38,769 | $ | 47,731 | $ | 50,870 | ||||||||||
Non-accrual loans held for sale |
$ | 5,944 | $ | 973 | $ | - | $ | - | $ | 760 | ||||||||||
Non-performing assets as a percentage of gross loans and OREO at year-end |
0.75 | % | 1.14 | % | 1.69 | % | 2.02 | % | 4.20 | % | ||||||||||
Allowance for credit losses as a percentage of gross loans |
1.38 | % | 1.83 | % | 2.17 | % | 2.49 | % | 2.95 | % | ||||||||||
Allowance for credit losses as a percentage of non-performing loans |
269.44 | % | 232.84 | % | 208.22 | % | 176.68 | % | 100.20 | % |
The effect of non-accrual loans on interest income for the past five years is presented below:
Year Ended December 31, |
||||||||||||||||||||
2015 |
2014 |
2013 |
2012 |
2011 |
||||||||||||||||
(In thousands) |
||||||||||||||||||||
Non-accrual Loans |
||||||||||||||||||||
Contractual interest due |
$ | 5,732 | $ | 6,663 | $ | 5,851 | $ | 6,621 | $ | 13,049 | ||||||||||
Interest recognized |
119 | 217 | 22 | 1,006 | 71 | |||||||||||||||
Net interest foregone |
$ | 5,613 | $ | 6,446 | $ | 5,829 | $ | 5,615 | $ | 12,978 |
As of December 31, 2015, there were no commitments to lend additional funds to those borrowers whose loans had been restructured, were considered impaired, or were on non-accrual status.
Non-accrual L oans
Total non-accrual portfolio loans, excluding loans held for sale, of $52.1 million at December 31, 2015, decreased $18.1 million, or 25.7% , from $70.2 million at December 31, 2014. The allowance for the collateral-dependent impaired loans is calculated by the difference between the outstanding loan balance and the value of the collateral as determined by recent appraisals, sales contracts, or other available market price information. The allowance for collateral-dependent impaired loans varies from loan to loan based on the collateral coverage of the loan at the time of designation as non-performing. We continue to monitor the collateral coverage, based on recent appraisals, on these loans on a quarterly basis and adjust the allowance accordingly.
Non-accrual portfolio loans, excluding loans held for sale, at December 31, 2015, consisted of 29 commercial real estate loans totaling $16.0 million, two residential construction loans of $15.8 million, 33 residential mortgage loans totaling $7.0 million, 12 commercial loans totaling $3.5 million, two land loans totaling $9.3 million, and one non-farm non -residential construction loan of $500,000. Non-accrual loans also include those troubled debt restructurings that do not qualify for accrual status. The comparable numbers for 2014 were 32 commercial real estate loans totaling $29.8 million, two non-farm non -residential construction loans totaling $19.5 million, 39 residential mortgage loans totaling $7.6 million, 18 commercial loans totaling $7.0 million, two land loans totaling $5.9 million, and one mixed use construction loan of $500,000 .
The following tables present the type of properties securing the non-accrual portfolio loans and the type of businesses the borrowers engaged in as of the dates indicated:
December 31, 2015 |
December 31, 2014 |
|||||||||||||||
Real |
Real |
|||||||||||||||
Estate (1) |
Commercial |
Estate (1) |
Commercial |
|||||||||||||
(In thousands) |
||||||||||||||||
Type of Collateral |
||||||||||||||||
Single/Multi-family residence |
$ | 8,727 | $ | - | $ | 9,068 | $ | 1,184 | ||||||||
Commercial real estate |
30,588 | 834 | 48,256 | 903 | ||||||||||||
Land |
9,270 | - | 5,856 | - | ||||||||||||
Personal property (UCC) |
- | 2,711 | - | 4,896 | ||||||||||||
Total |
$ | 48,585 | $ | 3,545 | $ | 63,180 | $ | 6,983 |
(1) |
Real estate includes commercial mortgage loans, real estate construction loans, and residential mortgage loans and equity lines. |
December 31, 2015 |
December 31, 2014 |
|||||||||||||||
Real |
Real |
|||||||||||||||
Estate (1) |
Commercial |
Estate (1) |
Commercial |
|||||||||||||
(In thousands) |
||||||||||||||||
Type of Business |
||||||||||||||||
Real estate development |
$ | 29,174 | $ | 834 | $ | 35,299 | $ | 860 | ||||||||
Wholesale/Retail |
13,414 | 780 | 20,658 | 4,078 | ||||||||||||
Food/Restaurant |
293 | - | 650 | 144 | ||||||||||||
Import/Export |
- | 1,931 | - | 1,901 | ||||||||||||
Other |
5,704 | - | 6,573 | - | ||||||||||||
Total |
$ | 48,585 | $ | 3,545 | $ | 63,180 | $ | 6,983 |
|
(1) |
Real estate includes commercial mortgage loans, real estate construction loans, and residential mortgage loans and equity lines. |
Other Real Estate Owned
At December 31, 2015, the net carrying value of other real estate owned (“OREO”) decreased $6.8 million, or 21.5%, to $24.7 million from $31.5 million at December 31, 2014. OREO located in Texas was $14.6 million and was comprised of three parcels of land zoned for commercial purpose of $12.3 million, one medical office building of $1.6 million, and a retail store of $761,000. OREO located in the state of New York was comprised of two residential properties of $5.7 million. OREO located in Illinois was $2.9 million and was comprised of two multi-family residential properties of $2.4 million, two office and commercial buildings of $320,000, and a residential property of $153,000. OREO located in California was $891,000 and was comprised primarily of one residential construction project of $414,000 and two parcels of land zoned for commercial purpose of $478,000. OREO located in the state of Washington was an office and commercial use building of $635,000.
At December 31, 2014, OREO located in California was $4.1 million and was comprised primarily of one residential property of $2.0 million, four commercial use buildings of $1.2 million, one residential construction project of $526,000, one parcel of land zoned for residential purpose of $243,000, and one parcel of land zoned for commercial purpose of $235,000. OREO located in Texas was $15.7 million and was comprised of three parcels of land zoned for commercial purpose of $12.3 million, one medical office building of $1.6 million, a retail store of $761,000, a commercial building construction project of $752,000, and a shopping center of $304,000. OREO located in Illinois was $4.0 million and was comprised of two multi-family residential properties of $3.1 million and an office building of $921,000. OREO located in the state of Washington was an office and commercial use building of $3.8 million. OREO located in the state of New York was $3.8 million and was comprised of one residential property of $2.7 million and a retail store of $1.1 million.
Troubled Debt Restructurings
A troubled debt restructuring (“TDR”) is a formal modification of the terms of a loan when the Bank, for economic or legal reasons related to the borrower’s financial difficulties, grants a concession to the borrower. The concessions may be granted in various forms, including reduction of the stated interest rate, reduction of the amount of principal amortization, forgiveness of a portion of a loan balance or accrued interest, or an extension of the maturity date. Although these loan modifications are considered under ASC Subtopic 310-40 to be TDRs, the loans must have, pursuant to the Bank’s policy, performed under the restructured terms and have demonstrated sustained performance under the modified terms for six months before being returned to accrual status. The sustained performance considered by management pursuant to its policy includes the periods prior to the modification if the prior performance met or exceeded the modified terms. This would include cash paid by the borrower prior to the restructure to set up interest reserves.
TDRs on accrual status totaled $81.7 million at December 31, 2015, and were comprised of 59 loans, a decrease of $22.7 million, compared to 60 loans totaling $104.4 million at December 31, 2014. TDRs at December 31, 2015, were comprised of 15 non-farm non-residential commercial mortgage loans of $44.9 million , six commercial loans of $10.0 million, 32 single family residential mortgage loans of $9.4 million, one multi-family residential commercial mortgage loan of $6.0 million, four single family residential commercial mortgage loans of $5.7 million, and one construction loan of $5.7 million. We expect that the troubled debt restructuring loans on accruing status as of December 31, 2015, which are all performing in accordance with their restructured terms, will continue to comply with the restructured terms because of the reduced principal or interest payments on these loans. The comparable TDRs at December 31, 2014, were comprised of nine commercial loans of $16.5 million, three hotel loans of $15.7 million, 31 single family residential loans of $13.6 million, two industrial and manufactural use building loans of $12.2 million, two land loans for residential purpose of $10.2 million, four commercial condo loans of $10.1 million, three retail shopping and commercial use building loans of $9.0 million, one multi-family residential loan of $6.1 million, one shopping center construction loan of $5.8 million, three office building loans of $3.5 million, and one warehouse loan of $1.6 million . A summary of TDRs by type of loan and by accrual/non-accrual status is shown below:
December 31, 2015 |
||||||||||||||||
Accruing TDRs |
Payment Deferral |
Rate Reduction |
Rate Reduction and Payment Deferral |
Total |
||||||||||||
(In thousands) | ||||||||||||||||
Commercial loans |
$ | 8,298 | $ | - | $ | 1,726 | $ | 10,024 | ||||||||
Real estate construction loans |
- | - | 5,696 | 5,696 | ||||||||||||
Commercial mortgage loans |
16,701 | 6,045 | 33,800 | 56,546 | ||||||||||||
Residential mortgage loans |
5,201 | 999 | 3,214 | 9,414 | ||||||||||||
Total accruing TDRs |
$ | 30,200 | $ | 7,044 | $ | 44,436 | $ | 81,680 |
December 31, 2015 | ||||||||||||
Non-accrual TDRs |
Payment Deferral |
Rate Reduction and Payment Deferral |
Total |
|||||||||
(In thousands) | ||||||||||||
Commercial loans |
$ | 1,033 | $ | 90 | $ | 1,123 | ||||||
Real estate construction loans |
9,981 | 5,825 | 15,806 | |||||||||
Commercial mortgage loans |
1,544 | 20,362 | 21,906 | |||||||||
Residential mortgage loans |
388 | 700 | 1,088 | |||||||||
Total non-accrual TDRs |
$ | 12,946 | $ | 26,977 | $ | 39,923 |
December 31, 2014 |
||||||||||||||||||||
Accruing TDRs |
Payment Deferral |
Rate Reduction |
Rate Reduction and Forgiveness of Principal |
Rate Reduction and Payment Deferral |
Total |
|||||||||||||||
Commercial loans |
$ | 11,572 | $ | - | $ | - | $ | 4,934 | $ | 16,506 | ||||||||||
Real estate construction loans |
5,765 | - | - | - | 5,765 | |||||||||||||||
Commercial mortgage loans |
20,543 | 26,694 | - | 26,351 | 73,588 | |||||||||||||||
Residential mortgage loans |
3,316 | - | 410 | 4,771 | 8,497 | |||||||||||||||
Total accruing TDRs |
$ | 41,196 | $ | 26,694 | $ | 410 | $ | 36,056 | $ | 104,356 |
December 31, 2014 | ||||||||||||||||
Non-accrual TDRs |
Payment Deferral |
Rate Reduction |
Rate Reduction and Payment Deferral |
Total |
||||||||||||
Commercial loans |
$ | 1,423 | $ | 860 | $ | 1,269 | $ | 3,552 | ||||||||
Real estate construction loans |
- | - | 19,462 | 19,462 | ||||||||||||
Commercial mortgage loans |
15,917 | - | 973 | 16,890 | ||||||||||||
Residential mortgage loans |
1,026 | - | 688 | 1,714 | ||||||||||||
Total non-accrual TDRs |
$ | 18,366 | $ | 860 | $ | 22,392 | $ | 41,618 |
The activity within our TDR loans for 2015, 2014, and 2013 is shown below:
Accruing TDRs |
2015 |
2014 |
2013 |
|||||||||
(In thousands) |
||||||||||||
Beginning balance |
$ | 104,356 | $ | 117,597 | $ | 144,695 | ||||||
New restructurings |
17,752 | 23,740 | 21,382 | |||||||||
Restructured loans restored to accrual status |
723 | 962 | 6,851 | |||||||||
Charge-offs |
(104 | ) | - | (78 | ) | |||||||
Payments |
(30,858 | ) | (13,256 | ) | (52,362 | ) | ||||||
Restructured loans placed on non-accrual |
(10,189 | ) | (24,687 | ) | (2,891 | ) | ||||||
Ending balance |
$ | 81,680 | $ | 104,356 | $ | 117,597 |
Non-accrual TDRs |
2015 |
2014 |
2013 |
|||||||||
(In thousands) |
||||||||||||
Beginning balance |
$ | 41,618 | $ | 38,769 | $ | 47,731 | ||||||
New restructurings |
2,006 | 1,331 | 6,226 | |||||||||
Restructured loans placed on non-accrual |
10,189 | 24,688 | 2,891 | |||||||||
Charge-offs |
(3,246 | ) | (8,938 | ) | (2,124 | ) | ||||||
Payments |
(9,921 | ) | (11,710 | ) | (4,295 | ) | ||||||
Foreclosures |
- | (1,560 | ) | (4,809 | ) | |||||||
Restructured loans restored to accrual status |
(723 | ) | (962 | ) | (6,851 | ) | ||||||
Ending balance |
$ | 39,923 | $ | 41,618 | $ | 38,769 |
Impaired Loans
A loan is considered impaired when it is probable that a creditor will be unable to collect all amounts due according to the contractual terms of the loan agreement based on current circumstances and events. The assessment for impairment occurs when and while such loans are on non-accrual as a result of delinquency of over 90 days or receipt of information indicating that full collection of principal is doubtful, or when the loan has been restructured in a troubled debt restructuring. Those loans with a balance less than our defined selection criteria, generally when a loan amount is $500,000 or less, are treated as a homogeneous portfolio. If loans meeting the defined criteria are not collateral dependent, we measure the impairment based on the present value of the expected future cash flows discounted at the loan’s effective interest rate. If loans meeting the defined criteria are collateral dependent, we measure the impairment by using the loan’s observable market price or the fair value of the collateral. We obtain an appraisal to determine the amount of impairment at the date that the loan becomes impaired. The appraisals are based on “as is” or bulk sale valuations. To ensure that appraised values remain current, we generally obtain an updated appraisal every twelve months from qualified independent appraisers. If the fair value of the collateral is less than the recorded amount of the loan, we then recognize impairment by creating or adjusting an existing valuation allowance with a corresponding charge to the provision for loan losses. If an impaired loan is expected to be collected through liquidation of the collateral, the amount of impairment, excluding disposal costs, which range between 3% to 6% of the fair value, depending on the size of impaired loan, is charged off against the allowance for loan losses. Non-accrual impaired loans are not returned to accruing status unless the unpaid interest has been brought current and full repayment of the recorded balance is expected or if the borrower has made six consecutive monthly payments of the scheduled amounts due , and are continued to be reviewed for impairment until they are no longer reported as TDRs.
We identified impaired loans with a recorded investment of $133.8 million at December 31, 2015, compared to $174.5 million at December 31, 2014. The average balance of impaired loans was $162.9 million in 2015 and $190.2 million in 2014. We considered all non-accrual loans to be impaired. Interest recognized on impaired loans totaled $4.0 million in 2015 and $5.3 million in 2014 . As of December 31, 2015, $48.6 million, or 93.2%, of the $52.1 million of non-accrual portfolio loans, excluding loans held for sale, was secured by real estate. As of December 31, 2014, $63.2 million, or 90.1%, of the $70.2 million of non-accrual loans was secured by real estate. The Bank obtains current appraisals or other available market price information which provides updated factors in evaluating potential loss.
At December 31, 2015 , $7.8 million of the $139.0 million allowance for loan losses was allocated for impaired loans and $131.2 million was allocated to the general allowance. At December 31, 2014 , $11.8 million of the $161.4 million allowance for loan losses was allocated for impaired loans and $149.6 million was allocated to the general allowance. In 2015, net loan charge-offs were $11.1 million, or 0.12%, of average loans , compared to $1.3 million, or 0.02%, of average loans in 2014.
The allowance for loan losses to non-performing loans, excluding loans held for sale, was 266.6% at December 31, 2015, compared to 230.1% at December 31, 2014. Non-accrual loans also include those TDRs that do not qualify for accrual status.
The following table presents impaired loans and the related allowance as of the dates indicated:
Impaired Loans |
||||||||||||||||||||||||
As of December 31, 2015 |
As of December 31, 2014 |
|||||||||||||||||||||||
Unpaid Principal Balance |
Recorded Investment |
Allowance |
Unpaid Principal Balance |
Recorded Investment |
Allowance |
|||||||||||||||||||
(Dollars in thousands) |
||||||||||||||||||||||||
With no allocated allowance |
||||||||||||||||||||||||
Commercial loans |
$ | 15,493 | $ | 6,721 | $ | - | $ | 19,479 | $ | 18,452 | $ | - | ||||||||||||
Real estate construction loans |
51,290 | 22,002 | - | 32,924 | 17,025 | - | ||||||||||||||||||
Commercial mortgage loans |
59,954 | 54,625 | - | 77,474 | 75,172 | - | ||||||||||||||||||
Residential mortgage and equity lines |
3,233 | 3,026 | - | 2,518 | 2,518 | - | ||||||||||||||||||
Subtotal |
$ | 129,970 | $ | 86,374 | $ | - | $ | 132,395 | $ | 113,167 | $ | - | ||||||||||||
With allocated allowance |
||||||||||||||||||||||||
Commercial loans |
$ | 7,757 | $ | 6,847 | $ | 530 | $ | 7,003 | $ | 5,037 | $ | 1,263 | ||||||||||||
Real estate construction loans |
- | - | - | 19,006 | 8,703 | 1,077 | ||||||||||||||||||
Commercial mortgage loans |
28,258 | 27,152 | 6,792 | 38,197 | 34,022 | 8,993 | ||||||||||||||||||
Residential mortgage and equity lines |
14,383 | 13,437 | 427 | 14,019 | 13,590 | 465 | ||||||||||||||||||
Subtotal |
$ | 50,398 | $ | 47,436 | $ | 7,749 | $ | 78,225 | $ | 61,352 | $ | 11,798 | ||||||||||||
Total impaired loans |
$ | 180,368 | $ | 133,810 | $ | 7,749 | $ | 210,620 | $ | 174,519 | $ | 11,798 |
Loan Interest Reserves
In accordance with customary banking practice, construction loans and land development loans are originated where interest on the loan is disbursed from pre-established interest reserves included in the total original loan commitment. Our construction and land development loans generally include optional renewal terms after the maturity of the initial loan term. New appraisals are obtained prior to extension or renewal of these loans in part to determine the appropriate interest reserve to be established for the new loan term. Loans with interest reserves are underwritten to the same criteria, including loan to value and , if applicable, pro forma debt service coverage ratios, as loans without interest reserves. Construction loans with interest reserves are monitored on a periodic basis to gauge progress towards completion. Interest reserves are frozen if it is determined that additional draws would result in a loan to value ratio that exceeds policy maximums based on collateral type . Our policy limits in this regard are consistent with supervisory limits and range from 65% in the case of land to 85% in the case of 1- to 4-family residential construction projects.
As of December 31, 2015, construction loans of $371.4 million were disbursed with pre-established interest reserves of $49.5 million compared to $211.5 million of such loans disbursed with pre-established interest reserves of $35.6 million at December 31, 2014. The balance for construction loans with interest reserves which have been renewed was $67.8 million with pre-established interest reserves of $2.6 million at December 31, 2015, compared to $55.2 million with pre-established interest reserves of $3.1 million at December 31, 2014. Land loans of $87.3 million were disbursed with pre-established interest reserves of $1.8 million at December 31, 2015, compared to $76.4 million land loans disbursed with pre-established interest reserves of $3.8 at December 31, 2014. The balance for land loans with interest reserves which have been renewed was $73.2 million at December 31, 2015 with pre-established interest reserves of $1.3 million, compared to $4.0 million land loans with pre-established interest reserves of $56,000 at December 31, 2014.
At December 31, 2015, the Bank had no loans on non-accrual status with available interest reserves. At December 31, 2015, $15.8 million of non-accrual non-residential construction loans, $0.5 million of non-accrual residential construction loans, and $13.9 million of non-accrual land loans had been originated with pre-established interest reserves. At December 31, 2014, the Bank had no loans on non-accrual status with available interest reserves. At December 31, 2014, $0.5 million of non-accrual residential construction loans, $19.5 million of non-accrual non-residential construction loans, and no non-accrual land loans had been originated with pre-established interest reserves. While loans with interest reserves are typically expected to be repaid in full according to the original contractual terms, some loans require one or more extensions beyond the original maturity. Typically, these extensions are required due to construction delays, delays in the sale or lease of property, or some combination of these two factors.
Loan Concentration
Most of our business activity is with customers located in the predominantly Asian areas of California; New York City; Dallas and Houston, Texas; Seattle, Washington; Boston, Massachusetts; Chicago, Illinois; Nevada; New Jersey; and Maryland. We have no specific industry concentration, and generally our loans are collateralized with real property or other pledged collateral. Loans are generally expected to be paid off from the operating profits of the borrowers, refinancing by another lender, or through sale by the borrowers of the secured collateral. We experienced no loan concentrations to multiple borrowers in similar activities that exceeded 10% of total loans as of December 31, 2015.
The Federal banking regulatory agencies issued final guidance on December 6, 2006, regarding risk management practices for financial institutions with high or increasing concentrations of commercial real estate ("CRE") loans on their balance sheets. The regulatory guidance reiterates the need for sound internal risk management practices for those institutions that have experienced rapid growth in CRE lending, have notable exposure to specific types of CRE, or are approaching or exceeding the supervisory criteria used to evaluate the CRE concentration risk, but the guidance is not to be construed as a limit for CRE exposure. The supervisory criteria are: (1) total reported loans for construction, land development, and other land represent 100% of the institution's total risk-based capital, and (2) both total CRE loans represent 300% or more of the institution's total risk-based capital and the institution's CRE loan portfolio has increased 50% or more within the last thirty-six months. The Bank’s loans for construction, land development, and other land represented 36% of total risk-based capital as of December 31, 2015, and 30% as of December 31, 2014. Total CRE loans represented 286% of total risk-based capital as of December 31, 2015, and 256% as of December 31, 2014, both of which were within the Bank’s internal limit of 400% and 300%, respectively, of total capital. See Part I — Item 1A — “Risk Factors” for a discussion of some of the factors that may affect us.
Allowance for Credit Losses
The Bank maintains the allowance for credit losses at a level that is considered appropriate to cover the estimated and known inherent risks in the loan portfolio and off-balance sheet unfunded credit commitments. Allowance for credit losses is comprised of allowances for loan losses and for off-balance sheet unfunded credit commitments. With this risk management objective, the Bank’s management has an established monitoring system that is designed to identify impaired and potential problem loans, and to permit periodic evaluation of impairment and the adequacy level of the allowance for credit losses in a timely manner.
In addition, the Board of Directors of the Bank has established a written credit policy that includes a credit review and control system that it believes should be effective in ensuring that the Bank maintains an appropriate allowance for credit losses. The Board of Directors provides oversight for the allowance evaluation process, including quarterly evaluations, and determines whether the allowance is appropriate to absorb losses in the credit portfolio. The determination of the amount of the allowance for credit losses and the provision for credit losses is based on management’s current judgment about the credit quality of the loan portfolio and takes into consideration known relevant internal and external factors that affect collectability when determining the appropriate level for the allowance for credit losses. The nature of the process by which the Bank determines the appropriate allowance for credit losses requires the exercise of considerable judgment. Additions or reductions to the allowance for credit losses are made by charges or credits to the provision for credit losses. Identified credit exposures that are determined to be uncollectible are charged against the allowance for credit losses. Recoveries of previously charged off amounts, if any, are credited to the allowance for credit losses. A weakening of the economy or other factors that adversely affect asset quality can result in an increase in the number of delinquencies, bankruptcies, and defaults, and a higher level of non-performing assets, net charge-offs, and provision for loan losses. See Part I — Item 1A — “Risk Factors” for additional factors that could cause actual results to differ materially from forward-looking statements or historical performance.
The allowance for loan losses was $139.0 million and the allowance for off-balance sheet unfunded credit commitments was $1.5 million at December 31, 2015, which represented the amount believed by management to be appropriate to absorb credit losses inherent in the loan portfolio, including unfunded commitments. The allowance for credit losses, which is the sum of the allowances for loan losses and for off-balance sheet unfunded credit commitments, was $140.5 million at December 31, 2015, compared to $163.4 million at December 31, 2014, a decrease of $22.9 million, or 14.0%. The allowance for credit losses represented 1.38% of period-end gross loans and 269.4% of non-performing loans at December 31, 2015. The comparable ratios were 1 .83% of period-end gross loans and 232.8% of non-performing loans at December 31, 2014.
The following table sets forth the information relating to the allowance for loan losses, charge-offs, recoveries , and the reserve for off-balance sheet credit commitments for the past five years:
Allowance for Credit Losses
Amount Outstanding as of December 31, |
||||||||||||||||||||
2015 |
2014 |
2013 |
2012 |
2011 |
||||||||||||||||
|
(Dollars in thousands) |
|||||||||||||||||||
Allowance for loan losses | ||||||||||||||||||||
Balance at beginning of year |
$ | 161,420 | $ | 173,889 | $ | 183,322 | $ | 206,280 | $ | 245,231 | ||||||||||
(Reversal)/provision for credit losses |
(11,400 | ) | (10,800 | ) | (3,000 | ) | (9,000 | ) | 27,000 | |||||||||||
(Provision)/reversal of reserve for off-balance sheet credit commitments |
- | (372 | ) | - | 706 | 268 | ||||||||||||||
Charge-offs : |
||||||||||||||||||||
Commercial loans |
(16,426 | ) | (7,875 | ) | (15,625 | ) | (17,707 | ) | (11,745 | ) | ||||||||||
Construction loans-residential |
- | (2,382 | ) | - | (391 | ) | (20,801 | ) | ||||||||||||
Construction loans-other |
- | (4,365 | ) | - | (774 | ) | (16,699 | ) | ||||||||||||
Real estate loans |
(3,355 | ) | (7,613 | ) | (3,499 | ) | (13,616 | ) | (27,327 | ) | ||||||||||
Real estate land loans |
(646 | ) | - | (1,318 | ) | (278 | ) | (1,054 | ) | |||||||||||
Installment loans and other loans |
- | - | - | (25 | ) | - | ||||||||||||||
Total charge-offs |
(20,427 | ) | (22,235 | ) | (20,442 | ) | (32,791 | ) | (77,626 | ) | ||||||||||
Recoveries: |
||||||||||||||||||||
Commercial loans |
4,619 | 12,517 | 2,739 | 1,949 | 1,774 | |||||||||||||||
Construction loans-residential |
- | 48 | 1,201 | 3,788 | 3,808 | |||||||||||||||
Construction loans-other |
202 | 2,499 | 1,083 | 2,365 | 665 | |||||||||||||||
Real estate loans |
4,283 | 5,752 | 5,978 | 8,820 | 4,539 | |||||||||||||||
Real estate land loans |
266 | 109 | 2,997 | 1,202 | 621 | |||||||||||||||
Installment loans and other loans |
- | 13 | 11 | 3 | - | |||||||||||||||
Total recoveries |
9,370 | 20,938 | 14,009 | 18,127 | 11,407 | |||||||||||||||
Balance at end of year |
$ | 138,963 | $ | 161,420 | $ | 173,889 | $ | 183,322 | $ | 206,280 | ||||||||||
Reserve for off-balance sheet credit commitments |
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Balance at beginning of year |
$ | 1,949 | $ | 1,363 | $ | 1,363 | $ | 2,069 | $ | 2,337 | ||||||||||
(Reversal)/provision for credit losses |
(455 | ) | 586 | - | (706 | ) | (268 | ) | ||||||||||||
Balance at end of year |
$ | 1,494 | $ | 1,949 | $ | 1,363 | $ | 1,363 | $ | 2,069 | ||||||||||
Average loans outstanding during the year (1) |
$ | 9,593,448 | $ | 8,532,245 | $ | 7,630,530 | $ | 7,094,197 | $ | 6,959,331 | ||||||||||
Ratio of net charge-offs to average loans outstanding during the year (1) |
0.12 | % | 0.02 | % | 0.08 | % | 0.21 | % | 0.95 | % | ||||||||||
(Reversal)/provision for credit losses to average loans outstanding during the year (1) |
-0.12 | % | -0.13 | % | -0.04 | % | -0.13 | % | 0.39 | % | ||||||||||
Allowance for credit losses to non-performing portfolio loans at year-end (2) |
269.44 | % | 232.84 | % | 208.22 | % | 176.68 | % | 100.20 | % | ||||||||||
Allowance for credit losses to gross loans at year-end (1) |
1.38 | % | 1.83 | % | 2.17 | % | 2.49 | % | 2.95 | % |
(1) Excluding loans held for sale
(2) Excluding non-accrual loans held for sale
Our allowance for loan losses consists of the following:
• |
Specific allowance: For impaired loans, we provide specific allowances for loans that are not collateral dependent based on an evaluation of the present value of the expected future cash flows discounted at the loan’s effective interest rate and for loans that are collateral dependent based on the fair value of the underlying collateral determined by the most recent valuation information received, which may be adjusted based on factors such as changes in market conditions from the time of valuation. If the measure of the impaired loan is less than the recorded investment in the loan, the deficiency will be charged off against the allowance for loan losses or, alternatively, a specific allocation will be established. |
• |
General allowance: The unclassified portfolio is segmented on a group basis. Segmentation is determined by loan type and common risk characteristics. The non-impaired loans are grouped into 19 segments: two commercial segments, 10 commercial real estate segments, one residential construction segment, one non-residential construction segment, one SBA segment, one installment loans segment, one residential mortgage segment, one equity lines of credit segment, and one overdrafts segment. The allowance is provided for each segmented group based on the group’s historical loan loss experience aggregated based on loan risk classifications which take into account the current financial condition of the borrowers and guarantors, the prevailing value of the underlying collateral if collateral dependent, charge-off history, management’s knowledge of the portfolio, general economic conditions, environmental factors including the trends in delinquency and non-accrual, and other significant factors, such as the national and local economy, volume and composition of the portfolio, strength of management and loan staff, underwriting standards, and concentration of credit. In addition, management reviews reports on past-due loans to ensure appropriate classification. In the third quarter of 2014, management reevaluated the look-back period and restored the five year look-back period in order to capture a sufficient history of loss data. Additionally, risk factor calculations for pass rated loans included a specified loss emergence period and were determined based on five year average of observed net losses, unless trends would indicated that a different weighting would be appropriate . In light of the changes above, the relevant environmental factors were reduced. These refinements maintained the Bank’s allowance at a level consistent with the prior quarter. |
The table set forth below reflects management’s allocation of the allowance for loan losses by loan category and the ratio of each loan category to the total loans as of the dates indicated:
Allocation of Allowance for Loan Losses
As of December 31, |
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2015 |
2014 |
2013 |
2012 |
2011 |
||||||||||||||||||||||||||||||||||||
Amount |
Percentage of Loans in Each Category to Average Gross Loans |
Amount |
Percentage of Loans in Each Category to Average Gross Loans |
Amount |
Percentage of Loans in Each Category to Average Gross Loans |
Amount |
Percentage of Loans in Each Category to Average Gross Loans |
Amount |
Percentage of Loans in Each Category to Average Gross Loans |
|||||||||||||||||||||||||||||||
(Dollars in thousands) |
||||||||||||||||||||||||||||||||||||||||
Type of Loans: |
||||||||||||||||||||||||||||||||||||||||
Commercial loans |
$ | 56,199 | 24.9 | % | $ | 47,501 | 27.2 | % | $ | 65,103 | 28.2 | % | $ | 66,101 | 27.4 | % | $ | 65,658 | 23.9 | % | ||||||||||||||||||||
Residential mortgage loans and equity lines |
11,145 | 19.7 | 11,578 | 19.2 | 12,005 | 18.6 | 11,703 | 17.4 | 10,795 | 16.4 | ||||||||||||||||||||||||||||||
Commercial mortgage loans |
49,440 | 51.5 | 74,673 | 50.2 | 84,753 | 50.7 | 82,473 | 52.2 | 108,021 | 54.9 | ||||||||||||||||||||||||||||||
Real estate construction loans |
22,170 | 3.9 | 27,652 | 3.2 | 11,999 | 2.3 | 23,017 | 2.8 | 21,749 | 4.5 | ||||||||||||||||||||||||||||||
Installment and other loans |
9 | 0.0 | 16 | 0.2 | 29 | 0.2 | 28 | 0.2 | 57 | 0.3 | ||||||||||||||||||||||||||||||
Total |
$ | 138,963 | 100.0 | % | $ | 161,420 | 100.0 | % | $ | 173,889 | 100.0 | % | $ | 183,322 | 100.0 | % | $ | 206,280 | 100.0 | % |
The allowance allocated to commercial loans was $56.2 million at December 31, 2015, compared to $47.5 million at December 31, 2014. The increase is due primarily to higher migration loss factors resulting from the increase in chargeoffs during 2015 .
The allowance allocated to residential mortgage loans and equity lines was $11.1 million at December 31, 2015, compared to $11.6 million at December 31, 2014. The decrease was primarily due to the continued low levels of losses for residential mortgages.
The allowance allocated to commercial mortgage loans decreased from $74.7 million at December 31, 2014, to $49.4 million at December 31, 2015, which was due primarily to partial charge-offs on two impaired loans against reserves established prior to 2015, a decrease in the amount of loans classified as substandard and the net recoveries for commercial real estate loans for 2015 .
The allowance allocated for construction loans decreased to $22.2 million at December 31, 2015, compared to $27.7 million at December 31, 2014, primarily due to the decrease in substandard construction loans and the net recoveries during 2015 .
Also, see Part I — Item 1A — “Risk Factors” for additional factors that could cause actual results to differ materially from forward-looking statements or historical performance.
Liquidity
Liquidity is our ability to maintain sufficient cash flow to meet maturing financial obligations and customer credit needs, and to take advantage of investment opportunities as they are presented in the marketplace. Our principal sources of liquidity are growth in deposits, proceeds from the maturity or sale of securities and other financial instruments, repayments from securities and loans, Federal funds purchased , securities sold under agreements to repurchase, and advances from the FHLB. For December 2015, our average monthly liquidity ratio (defined as net cash plus short-term and marketable securities to net deposits and short-term liabilities) was 15.8% compared to a daily liquidity ratio of 14.9% as of December 31, 2014.
The Bank is a shareholder of the FHLB, which enables the Bank to have access to lower-cost FHLB financing when necessary. At December 31, 2015, the Bank had an approved credit line with the FHLB of San Francisco totaling $4.7 billion. Total advances from the FHLB of San Francisco were $275.0 million at December 31, 2015. These borrowings bear fixed rates and are secured by loans. See Note 10 to the Consolidated Financial Statements. At December 31, 2015, the Bank pledged $71.3 million of its commercial loans to the Federal Reserve Bank’s Discount Window under the Borrower-in-Custody program. The Bank had borrowing capacity of $64.4 million from the Federal Reserve Bank Discount Window at December 31, 2015.
Liquidity can also be provided through the sale of liquid assets, which consist of federal funds sold, securities purchased under agreements to resell, and securities available-for-sale. At December 31, 2015, investment securities totaled $1.59 billion, with $449.6 million pledged as collateral for borrowings and other commitments. The remaining $1.14 billion was available as additional liquidity or to be pledged as collateral for additional borrowings.
Approximately 74.1% of our time deposits mature within one year or less as of December 31, 2015. Management anticipates that there may be some outflow of these deposits upon maturity due to the keen competition in the Bank’s marketplace. However, based on our historical runoff experience, we expect the outflow will not be significant and can be replenished through our normal growth in deposits. Management believes all the above-mentioned sources will provide adequate liquidity during the next twelve months for the Bank to meet its operating needs.
The business activities of the Bancorp consist primarily of the operation of the Bank and limited activities in other investments. The Bancorp obtains funding for its activities primarily through dividend income contributed by the Bank, proceeds from the issuance of the Bancorp common stock through our Dividend Reinvestment Plan and the exercise of stock options. Dividends paid to the Bancorp by the Bank are subject to regulatory limitations. Management believes the Bancorp’s liquidity generated from its prevailing sources is sufficient to meet its operational needs.
Also, see Note 14 to the Consolidated Financial Statements regarding commitments and contingencies.
Recent Accounting Pronouncements
See Note 1 to the Consolidated Financial Statements for details of recent accounting pronouncements and their expected impact, if any, on the Consolidated Financial Statements.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk .
Market Risk
Market risk is the risk of loss from adverse changes in market prices and rates. The principal market risk to the Company is the interest rate risk inherent in our lending, investing, deposit taking and borrowing activities, due to the fact that interest-earning assets and interest-bearing liabilities do not re -price at the same rate, to the same extent, or on the same basis.
We monitor and manage our interest rate risk through analyzing the re -pricing characteristics of our loans, securities, deposits, and borrowings on an on-going basis. The primary objective is to minimize the adverse effects of changes in interest rates on our earnings, and ultimately the underlying market value of equity, while structuring our asset-liability composition to obtain the maximum spread. Management uses certain basic measurement tools in conjunction with established risk limits to regulate its interest rate exposure. Due to the limitations inherent in any individual risk management tool, we use a simulation model to measure and quantify the impact to our profitability as well as to estimate changes to the market value of our assets and liabilities.
We use a net interest income simulation model to measure the extent of the differences in the behavior of the lending, investing, and funding rates to changing interest rates, so as to project future earnings or market values under alternative interest rate scenarios. Interest rate risk arises primarily through the traditional business activities of extending loans, investing securities, accepting deposits, and borrowings. Many factors, including economic and financial conditions, movements in interest rates , and consumer preferences affect the spread between interest earned on assets and interest paid on liabilities. The net interest income simulation model is designed to measure the volatility of net interest income and net portfolio value, defined as net present value of assets and liabilities, under immediate rising or falling interest rate scenarios in 25 basis points increments.
Although the modeling is helpful in managing interest rate risk, it does require significant assumptions for the projection of loan prepayment rates on mortgage related assets, loan volumes and pricing, and deposit and borrowing volume and pricing, that might prove inaccurate. Because these assumptions are inherently uncertain, the model cannot precisely estimate net interest income, or precisely predict the effect of higher or lower interest rates on net interest income. Actual results will differ from simulated results due to the timing, magnitude, and frequency of interest rate changes, the differences between actual experience and the assumed volume, changes in market conditions, and management strategies, among other factors. The Company monitors its interest rate sensitivity and attempts to reduce the risk of a significant decrease in net interest income caused by a change in interest rates.
We establish a tolerance level in our policy for net interest income volatility of plus or minus 5% when the hypothetical rate change is plus or minus 200 basis points. When the net interest rate simulation projects that our tolerance level will be met or exceeded, we seek corrective action after considering, among other things, market conditions, customer reaction, and the estimated impact on profitability. At December 31, 2015, if interest rates were to increase instantaneously by 100 basis points, the simulation indicated that our net interest income over the next twelve months would increase by 5.1%, and if interest rates were to increase instantaneously by 200 basis points, the simulation indicated that our net interest income over the next twelve months would increase by 11.2%. Conversely, if interest rates were to decrease instantaneously by 100 basis points, the simulation indicated that our net interest income over the next twelve months would decrease by 3.3%, and if interest rates were to decrease instantaneously by 200 basis points, the simulation indicated that our net interest income over the next twelve months would decrease by 4.0%.
Our simulation model also projects the net market value of our portfolio of assets and liabilities. We have established a tolerance level to value the net market value of our portfolio of assets and liabilities in our policy to a change of not less than 0% when the hypothetical rate change is plus or minus 200 basis points. At December 31, 2015, if interest rates were to increase instantaneously by 200 basis points, the simulation indicated that the net market value of our portfolio of assets and liabilities would increase by 1.4% , and conversely, if interest rates were to decrease instantaneously by 200 basis points, the simulation indicated that the net market value of our assets and liabilities would increase by 1.1% .
Quantitative Information a bout Interest Rate Risk
The following table shows the carrying value of our financial instruments that are sensitive to changes in interest rates, categorized by expected maturity, as well as the instruments’ total fair values at December 31, 2015, and 2014. For assets, expected maturities are based on contractual maturity. For liabilities, we use our historical experience and decay factors to estimate the deposit runoffs of interest-bearing transactional deposits. We use certain assumptions to estimate fair values and expected maturities which are described in Note 17 to the Consolidated Financial Statements. Off-balance sheet commitments to extend credit, letters of credit, and bill of lading guarantees represent the contractual unfunded amounts. Off-balance sheet financial instruments represent fair values. The results presented may vary if different assumptions are used or if actual experience differs from the assumptions used.
December 31, |
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Average |
2015 |
2014 |
||||||||||||||||||||||||||||||||||||||||||
Interest |
Expected Maturity Date at December 31, |
Fair |
Fair |
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Rate |
2016 |
2017 |
2018 |
2019 |
2020 |
Thereafter |
Total |
Value |
Total |
Value |
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(Dollars in thousands) |
||||||||||||||||||||||||||||||||||||||||||||
Interest-Sensitive Assets: |
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Mortgage-backed securities and collateralized mortgage obligations |
2.06 | % | $ | 140,861 | $ | 134,807 | $ | 120,466 | $ | 107,293 | $ | 94,969 | $ | 463,909 | $ | 1,062,305 | $ | 1,062,305 | $ | 544,348 | $ | 544,348 | ||||||||||||||||||||||
Other investment securities |
1.08 | 184,956 | 99,332 | 9,950 | - | 20,380 | 209,429 | 524,047 | 524,047 | 774,587 | 774,587 | |||||||||||||||||||||||||||||||||
Loans held for sale |
5.96 | 6,676 | - | - | - | - | - | 6,676 | 6,676 | 973 | 1,225 | |||||||||||||||||||||||||||||||||
Gross loans receivable: |
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Commercial |
3.83 | 1,797,517 | 301,245 | 77,439 | 36,536 | 26,935 | 77,191 | 2,316,863 | 2,315,572 | 2,382,493 | 2,379,790 | |||||||||||||||||||||||||||||||||
Residential mortgage |
4.45 | 2,057 | 2,358 | 2,943 | 4,969 | 4,692 | 2,084,316 | 2,101,335 | 2,112,481 | 1,742,938 | 1,765,472 | |||||||||||||||||||||||||||||||||
Commercial mortgage |
4.56 | 558,942 | 506,452 | 591,602 | 484,716 | 571,824 | 2,587,682 | 5,301,218 | 5,220,251 | 4,486,443 | 4,400,716 | |||||||||||||||||||||||||||||||||
Real estate construction |
4.59 | 282,376 | 139,011 | 14,380 | - | - | 5,776 | 441,543 | 441,453 | 298,654 | 298,511 | |||||||||||||||||||||||||||||||||
Installment & other |
2.50 | 2,234 | 259 | - | - | - | - | 2,493 | 2,490 | 3,552 | 3,534 | |||||||||||||||||||||||||||||||||
Interest Sensitive Liabilities: |
||||||||||||||||||||||||||||||||||||||||||||
Other interest-bearing deposits |
0.41 | 511,643 | 274,427 | 145,894 | 77,932 | 32,558 | 2,447,831 | 3,490,285 | 3,490,285 | 2,850,818 | 2,850,818 | |||||||||||||||||||||||||||||||||
Time deposits |
0.86 | 3,695,164 | 997,735 | 249,147 | 42,788 | 907 | 11 | 4,985,752 | 4,987,294 | 4,267,728 | 4,269,610 | |||||||||||||||||||||||||||||||||
Securities sold under agreements to repurchase |
3.89 | 50,000 | 250,000 | 100,000 | - | - | - | 400,000 | 413,417 | 450,000 | 473,816 | |||||||||||||||||||||||||||||||||
Advances from the Federal Home Loan Bank |
0.35 | 250,000 | - | 25,000 | - | - | - | 275,000 | 274,488 | 425,000 | 424,974 | |||||||||||||||||||||||||||||||||
Other borrowings |
- | - | - | - | - | - | 18,593 | 18,593 | 16,684 | 19,934 | 17,978 | |||||||||||||||||||||||||||||||||
Long-term debt |
2.70 | - | - | - | - | - | 119,136 | 119,136 | 58,420 | 119,136 | 59,425 | |||||||||||||||||||||||||||||||||
Off-Balance Sheet |
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Financial Instruments: |
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Commitments to extend credit |
1,041,386 | 581,484 | 127,433 | 48,351 | 47,822 | 125,372 | 1,971,848 | (5,570 | ) | 2,071,766 | (3,442 | ) | ||||||||||||||||||||||||||||||||
Standby letters of credit |
47,851 | 590 | 6 | 1 | 175 | 458 | 49,081 | (194 | ) | 53,910 | (243 | ) | ||||||||||||||||||||||||||||||||
Other letters of credit |
38,039 | - | - | 92 | - | - | 38,131 | (22 | ) | 48,142 | (29 | ) | ||||||||||||||||||||||||||||||||
Bill of lading guarantees |
454 | - | - | - | - | - | 454 | (1 | ) | 108 | - |
Country Risk Exposures
The Company’s total assets were $13.3 billion and total foreign country risk net exposures were $651.9 million at December 31, 2015, compared to total assets of $11.5 billion and total foreign country risk net exposures of $787.7 million at December 31, 2014. Total foreign country risk net exposures at December 31, 2015, were comprised primarily of $296.9 million from Hong Kong, $107.0 million from China, $76.7 million from England, $37.0 million from Germany, $30.1 million from Australia, $25.8 million from Switzerland, $23.7 million from France, $21.1 million from Canada, $20.0 million from the Philippines, $5.9 million from Singapore, $3.4 million from Macau, $2.0 million from Taiwan, and $1.3 million from Indonesia. Total foreign country risk net exposures at December 31, 2014, were comprised primarily of $329.4 million from Hong Kong, $139.4 million from China, $111.9 million from England, $48.2 million from Switzerland, $44.1 million from France, $30.4 million from Australia, $23.9 million from Taiwan, $17.1 million from the Philippines, $16.5 million from Japan, $15.6 million from Canada, $8.4 million from Singapore, and $1.8 million from Macau.
All foreign country risk net exposures were to non-sovereign counterparties except $19.8 million due from the Hong Kong Monetary Authority at December 31, 2015 and $20.8 million at December 31, 2014.
Unfunded exposures were $40.7 million at December 31, 2015, and were comprised of $40.0 million of unfunded loans to three financial institutions in China and a $720,000 of unfunded loan to a borrower in Taiwan. Unfunded exposures were $68.9 million at December 31, 2014, and were comprised of $68.2 million of unfunded loans to four financial institutions in China and $720,000 of unfunded loans to a borrower in Taiwan.
Financial Derivatives
It is our policy not to speculate on the future direction of interest rates. However, we enter into financial derivatives in order to seek mitigation of exposure to interest rate risks related to our interest-earning assets and interest-bearing liabilities. We believe that these transactions, when properly structured and managed, may provide a hedge against inherent interest rate risk in our assets or liabilities and against risk in specific transactions. In such instances, we may protect our position through the purchase or sale of interest rate futures contracts for a specific cash or interest rate risk position. Other hedging transactions may be implemented using interest rate swaps, interest rate caps, floors, financial futures, forward rate agreements, and options on futures or bonds. Prior to considering any hedging activities, we seek to analyze the costs and benefits of the hedge in comparison to other viable alternative strategies. All hedges will require an assessment of basis risk and must be approved by the Bancorp or the Bank’s Investment Committee.
The Company follows ASC Topic 815 that establishes accounting and reporting standards for financial derivatives, including certain financial derivatives embedded in other contracts, and hedging activities. It requires the recognition of all financial derivatives as assets or liabilities in the Company’s consolidated balance sheet and measurement of those financial derivatives at fair value. The accounting treatment of changes in fair value is dependent upon whether or not a financial derivative is designated as a hedge and, if so, the type of hedge. Fair value is determined using third-party models with observable market data. For derivatives designated as cash flow hedges, changes in fair value are recognized in other comprehensive income and are reclassified to earnings when the hedged transaction is reflected in earnings. For derivatives designated as fair value hedges, changes in the fair value of the derivatives are reflected in current earnings, together with changes in the fair value of the related hedged item if there is a highly effective correlation between changes in the fair value of the interest rate swaps and changes in the fair value of the underlying asset or liability that is intended to be hedged. If there is not a highly effective correlation between changes in the fair value of the interest rate swap and changes in the fair value of the underlying asset or liability that is intended to be hedged, then only the changes in the fair value of the interest rate swaps are reflected in the Company’s consolidated financial statements.
In May 2014, Bancorp entered into five interest rate swap contracts in the notional amount of $119.1 million for a period of ten years. The objective of these interest rate swap contracts, which were designated as hedging instruments in cash flow hedges, was to hedge the quarterly interest payments on the Bancorp’s $119.1 million of Junior Subordinated Debentures that had been issued to five trusts, throughout the ten-year period beginning in June 2014 and ending in June 2024, from the risk of variability of these payments resulting from changes in the three-month LIBOR interest rate. The Bancorp pays a weighted average fixed interest rate of 2.61% and receives a variable interest rate of the three-month LIBOR at a weighted average rate of 0.53%. As of December 31, 2015, the notional amount of cash flow interest rate swaps was $119.1 million and their unrealized loss of $3.0 million, net of taxes, was included in other comprehensive income. For the year ended December 31, 2015, the periodic net settlement of interest rate swaps included in interest expense was $2.8 million compared to $1.5 million in 2014. As of December 31, 2015 and 2014, the ineffective portion of these interest rates swaps was not significant.
In 2014 and 2015, the Bank entered into interest rate swap contracts in the notional amount of $347.2 million for various terms from two to eight years. The Bank entered into these interest rate swap contracts that are matched to individual fixed-rate commercial real estate loans in the Bank’s loan portfolio. These contracts have been designated as hedging instruments to hedge the risk of changes in the fair value of the underlying commercial real estate loans due to changes in interest rates. The swap contracts are structured so that the notional amounts reduce over time to match the contractual amortization of the underlying loan and allow prepayments with the same pre-payment penalty amounts as the related loan. The Bank pays a weighted average fixed rate of 4.69% and receives a variable rate at the one month LIBOR rate plus a weighted average spread of 321 basis points, or at a weighted average rate of 3.51%. As of December 31, 2015 and 2014, the notional amount of fair value interest rate swaps was $340.3 million and $181.3 million, respectively, and their unrealized loss of $1.3 million and $489,000, respectively, were included in other non-interest income. The amount of periodic net settlement of interest rate swaps reducing interest income was $3.3 million in 2015 compared to $1.3 million in 2014. As of December 31, 2015 and 2014, the ineffective portion of these interest rate swaps was not significant.
Interest rate swap contracts involve the risk of dealing with institutional derivative counterparties and their ability to meet contractual terms. Institutional counterparties must have a strong credit profile and be approved by the Company’s Board of Directors. The Company’s credit exposure on interest rate swaps is limited to the net favorable value and interest payments of all swaps by each counterparty. Credit exposure may be reduced by the amount of collateral pledged by the counterparty. Bancorp’s interest rate swaps have been assigned by the counterparties to a derivatives clearing organization and daily margin is indirectly maintained with the derivatives clearing organization. Cash posted as collateral by Bancorp related to derivative contracts totaled $7.9 million as of December 31, 2015 and $7.5 million as of December 31, 2014.
The Company enters into foreign exchange forward contracts with various counterparties to mitigate the risk of fluctuations in foreign currency exchange rates for foreign exchange certificates of deposit or foreign exchange contracts entered into with our clients. These contracts are not designated as hedging instruments and are recorded at fair value in our Consolidated Balance Sheets. Changes in the fair value of these contracts as well as the related foreign exchange certificates of deposit and foreign exchange contracts are recognized immediately in net income as a component of non-interest income. Period end gross positive fair values are recorded in other assets and gross negative fair values are recorded in other liabilities. At December 31, 2015, the notional amount of option contracts totaled $9.4 million with a net negative fair value of $28,000. At December 31, 2015, spot, forward, and swap contracts in the total notional amount of $100.6 million had a positive fair value of $3.3 million. Spot, forward, and swap contracts in the total notional amount of $115.4 million had a negative fair value of $4.1 million at December 31, 2015. At December 31, 2014, no option contracts were outstanding. At December 31, 2014, spot, forward, and swap contracts in the total notional amount of $167.0 million had a positive fair value of $1.9 million. Spot, forward, and swap contracts in the total notional amount of $178.9 million had a negative fair value of $5.0 million at December 31, 2014.
Item 8. Financial Statements and Supplementary Data .
For financial statements, see “Index to Consolidated Financial Statements” on page F-1.
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure .
Not Applicable.
Item 9A. Controls and Procedures.
Disclosure Controls and Procedures
The Company's principal executive officer and principal financial officer have evaluated the effectiveness of the Company’s “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) as of the end of the period covered by this Annual Report on Form 10-K. Based upon their evaluation, the principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports filed or submitted by it under the Exchange Act is recorded, processed, summarized , and reported within the time periods specified in the SEC’s rules and forms, and include controls and procedures designed to ensure that information required to be disclosed by the Company in such reports is accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
There have not been any changes in the Company’s disclosure controls and procedures that occurred during its fourth fiscal quarter of 2015 that have materially affected, or are reasonably likely to materially affect , these controls and procedures.
Management’s Report on Internal Control Over Financial Reporting
The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rule 13a-15(f) under the Exchange Act. The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with U.S. generally accepted accounting principles.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
As of December 31, 2015, under the supervision and with the participation of the Company’s management, including the Company’s principal executive officer and principal financial officer, the Company assessed the effectiveness of its internal control over financial reporting based on the criteria for effective internal control over financial reporting established in “Internal Control — Integrated Framework (2013),” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on the assessment, management determined that the Company maintained effective internal control over financial reporting as of December 31, 2015, based on those criteria.
KPMG LLP, the independent registered public accounting firm that audited the Company’s Consolidated Financial Statements included in this Annual Report on Form 10-K, has also issued an audit report on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2015. The report, which expresses an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2015, is included in this Item under the heading “Report of Independent Registered Public Accounting Firm” below.
Changes in Internal Control Over Financial Reporting
There have not been any changes in the Company’s internal control over financial reporting, as such term is defined in Rule 13a-15(f) under the Exchange Act, that occurred during the fourth fiscal quarter of 2015 that have materially affected, or are reasonably likely to materially effect, the Company’s internal control over financial reporting.
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
Cathay General Bancorp:
We have audited Cathay General Bancorp’s (the Company) internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) . Cathay General Bancorp's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, Cathay General Bancorp maintained, in all material respects, effective internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission ..
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Cathay General Bancorp and subsidiaries as of December 31, 2015 and 2014, and the related consolidated statements of operations and comprehensive income, changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2015, and our report dated February 29, 2016 expressed an unqualified opinion on those Consolidated Financial Statements .
/s/ KPMG LLP
Los Angeles, California
February 29, 2016
Item 9B. Other Information.
None.
PART III
Item 10. Directors , Executive Officers and Corporate Governance.
The information required by this item concerning our executive officers, directors, compliance with Section 16 of the Securities Exchange Act of 1934, the code of ethics that applies to our principal executive officer, principal financial officer and principal accounting officer , and matters relating to corporate governance is incorporated herein by reference from the information set forth under the captions “Proposal One—Election of Directors,” “Section 16(a) Beneficial Ownership Reporting Compliance ,” “Board of Directors and Corporate Governance” and “Code of Ethics” in our Definitive Proxy Statement relating to our 2016 Annual Meeting of Stockholders (our “Proxy Statement”).
Item 11. Executive Compensation .
The information required by this item is incorporated herein by reference from the information set forth under the captions “Board of Directors and Corporate Governance—Compensation of Directors,” “Executive Compensation ,” and “Potential Payments Upon Termination or Change in Control” in our Proxy Statement .
Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. |
Securities Authorized for Issuance under Equity Compensation Plans
The following table sets forth certain information as of December 31, 2015, with respect to compensation plans under which equity securities of the Company were authorized for issuance.
Plan Category |
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights |
Weighted-average Exercise Price of Outstanding Options, Warrants, and Rights |
Number of Securities Remaining Available For Future Issuance Under Equity Compensation Plans [Excluding Securities Reflected in Column (a)] |
|||||||||
(a) |
(b) |
(c) |
||||||||||
Equity Compensation Plans Approved by Security Holders |
1,031,170 | $ | 31.27 | 3,181,112 | ||||||||
Equity Compensation Plans Not Approved by Security Holders |
- | - | - | |||||||||
Total |
1,031,170 | $ | 31.27 | 3,181,112 |
Security Ownership of Certain Beneficial Owners and Management
The information required by this item is incorporated herein by reference from the information set forth under the captions “Security Ownership of Certain Beneficial Owners” and “Proposal One— Election of Directors— Security Ownership of Nominees, Continuing Directors, and Named Executive Officers” in our Proxy Statement .
Item 13. |
Certain Relationships and Related Transactions, and Director Independence. |
The information required by this item is incorporated herein by reference to the information set forth under the captions “Transactions with Related Persons, Promoters and Certain Control Persons” and “Board of Directors and Corporate Governance— Director Independence” in our Proxy Statement.
Item 14. Principal Accounting Fees and Services.
The information required by this item is incorporated herein by reference from the information set forth under the caption “Principal Accounting Fees and Services” in our Proxy Statement.
PART IV
Item 15. Exhibits, Financial Statement Schedules .
Documents Filed as Part of this Report
(a)(1) Financial Statements
See “Index to Consolidated Financial Statements” on page F-1.
(a)(2) Financial Statement Schedules
Schedules have been omitted since they are not applicable, they are not required, or the information required to be set forth in the schedules is included in the Consolidated Financial Statements or Notes thereto.
(b) Exhibits
3.1 |
Restated Certificate of Incorporation.+ |
||
3.1.1 |
Amendment to Restated Certificate of Incorporation.+ |
||
3.2 |
Amended and Restated Bylaws, effective February 20, 2014. Previously filed with the Securities and Exchange Commission on March 3, 2014 as an exhibit to the Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2013 and incorporated herein by reference. |
||
3.3 |
Certificate of Designation of Series A Junior Participating Preferred Stock. Previously filed with the Securities and Exchange Commission on February 28, 2012, as an exhibit to Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2011, and incorporated herein by reference. |
||
3.4 |
Certificate of Designation of Fixed Rate Cumulative Perpetual Preferred Stock, Series B. Previously filed with the Securities and Exchange Commission on March 3, 2014 as an exhibit to the Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2013 and incorporated herein by reference. |
||
4.1 |
Indenture, dated as of March 30, 2007, between Cathay General Bancorp and LaSalle Bank National Association (including form of debenture). Previously filed with the Securities and Exchange Commission on March 1, 2013, as an exhibit to Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2012, and incorporated herein by reference. |
||
4.1.1 |
Amended and Restated Declaration of Trust of Cathay Capital Trust III, dated as of March 30, 2007. Previously filed with the Securities and Exchange Commission on March 1, 2013, as an exhibit to Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2012, and incorporated herein by reference. |
4.1.2 |
Guarantee Agreement, dated as of March 30, 2007, between Cathay General Bancorp and LaSalle Bank National Association. Previously filed with the Securities and Exchange Commission on March 1, 2013, as an exhibit to Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2012, and incorporated herein by reference. |
||
4.1.3 |
Form of Capital Securities of Cathay Capital Trust III (included within Exhibit 4.1.1). |
||
4.2 |
Warrant to purchase up to 1,846,374 shares of Common Stock, issued on December 5, 2008. Previously filed with the Securities and Exchange Commission on March 3, 2014 as an exhibit to the Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2013 and incorporated herein by reference. |
||
4.2.1 |
Warrant Agreement, dated as of December 4, 2013. Previously filed with the Securities and Exchange Commission on December 4, 2013, as an exhibit to Bancorp’s Registration Statement on Form 8-A, and incorporated herein by reference. |
||
4.2.2 |
Form of Warrant (included within Exhibit 4.2.1). |
||
10.1 |
Form of Indemnity Agreements between Bancorp and its directors and certain officers. Previously filed with the Securities and Exchange Commission on February 28, 2012, as an exhibit to Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2011, and incorporated herein by reference. |
||
10.2 |
Cathay Bank Employee Stock Ownership Plan, as amended and restated effective January 1, 2010. Previously filed with the Securities and Exchange Commission on February 28, 2011, as an exhibit to Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2010, and incorporated herein by reference.** |
||
10.3 |
Dividend Reinvestment Plan and Stock Purchase Plan (Amended and Restated) of Bancorp. Previously filed with the Securities and Exchange Commission on July 27, 2015, as an exhibit to Registration Statement No. 333-205888, and incorporated herein by reference. |
||
10.4 |
Cathay Bank Bonus Deferral Agreement (Amended and Restated). Previously filed with the Securities and Exchange Commission on March 1, 2013, as an exhibit to Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2012, and incorporated herein by reference.** |
||
10.5 |
Cathay General Bancorp 2005 Incentive Plan. Previously filed with the Securities and Exchange Commission on March 1, 2013, as an exhibit to Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2012, and incorporated herein by reference.** |
||
10.5.1 |
Form of Cathay General Bancorp 2005 Incentive Plan Restricted Stock Award Agreement. Previously filed with the Securities and Exchange Commission on March 1, 2013, as an exhibit to Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2012, and incorporated herein by reference.** |
||
10.5.2 |
Form of Cathay General Bancorp 2005 Incentive Plan Stock Option Agreement (Nonstatutory). Previously filed with the Securities and Exchange Commission on March 1, 2013, as an exhibit to Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2012, and incorporated herein by reference.** |
10.5.3 |
Form of Cathay General Bancorp 2005 Incentive Plan Stock Option Agreement (Nonstatutory) (Nonemployee Director). Previously filed with the Securities and Exchange Commission on March 1, 2013, as an exhibit to Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2012, and incorporated herein by reference.** |
||
10.5.4 |
Form of Cathay General Bancorp 2005 Incentive Plan Restricted Stock Unit Agreement. Previously filed with the Securities and Exchange Commission on March 1, 2013, as an exhibit to Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2012, and incorporated herein by reference.** |
||
10.5.5 |
Form of Cathay General Bancorp 2005 Incentive Plan Stock Award Agreement to be used for the purposes of granting certain salary awards. Previously filed with the Securities and Exchange Commission on June 8, 2012, as an exhibit to Bancorp’s Current Report on Form 8-K and incorporated herein by reference.** |
||
10.5.6 |
Form of Restricted Stock Unit Agreement (Performance Shares – EPS), used to award performance-based restricted stock units under the Company’s 2005 Incentive Plan . Previously filed with the Securities and Exchange Commission on December 24, 2013, as an exhibit to Bancorp’s Current Report on Form 8-K, and incorporated herein by reference.** |
||
10.5.7 |
Form of Restricted Stock Unit Agreement (Performance Shares – TSR), used to award performance-based restricted stock units under the Company’s 2005 Incentive Plan . Previously filed with the Securities and Exchange Commission on December 24, 2013, as an exhibit to Bancorp’s Current Report on Form 8-K, and incorporated herein by reference.** |
||
10.5.8 |
Form of Restricted Stock Unit Agreement (Clawback Rider), used in connection with award of performance-based restricted stock units under the Company’s 2005 Incentive Plan . Previously filed with the Securities and Exchange Commission on December 24, 2013, as an exhibit to Bancorp’s Current Report on Form 8-K, and incorporated herein by reference.** |
||
10.5.9 |
Executive Officer Annual Cash Bonus Program under the Company’s 2005 Incentive Plan. Previously filed with the Securities and Exchange Commission on March 28, 2014 as an exhibit to the Bancorp’s Current Report on Form 8-K/A, and incorporated herein by reference.** |
||
10.5 .10 |
Cathay General Bancorp 2005 Incentive Plan (As Amended and Restated).**+ |
||
10.5.11 |
Form of Restricted Stock Unit Agreement (Performance Shares – EPS), used to award performance-based restricted stock units under the Company’s 2005 Incentive Plan (As Amended and Restated).**+ |
10.5.12 |
Form of Restricted Stock Unit Agreement (Performance Shares – TSR), used to award performance-based restricted stock units under the Company’s 2005 Incentive Plan (As Amended and Restated).**+ |
10.5.13 |
Form of Restricted Stock Unit Agreement (Clawback Rider), used in connection with award of performance-based restricted stock units under the Company’s 2005 Incentive Plan (As Amended and Restated).**+ |
10.6.1 |
Amended and Restated Change of Control Employment Agreement for Peter Wu dated as of December 18, 2008. Previously filed with the Securities and Exchange Commission on March 3, 2014 as an exhibit to the Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2013 and incorporated herein by reference.** |
10.6.2 |
Amended and Restated Change of Control Employment Agreement for Anthony M. Tang dated as of December 18, 2008. Previously filed with the Securities and Exchange Commission on March 3, 2014 as an exhibit to the Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2013 and incorporated herein by reference.** |
||
10.6.3 |
Amended and Restated Change of Control Employment Agreement for Heng W. Chen dated as of December 18, 2008. Previously filed with the Securities and Exchange Commission on March 3, 2014 as an exhibit to the Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2013 and incorporated herein by reference.** |
||
10.6.4 |
Amended and Restated Change of Control Employment Agreement for Irwin Wong dated as of December 18, 2008. Previously filed with the Securities and Exchange Commission on March 3, 2014 as an exhibit to the Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2013 and incorporated herein by reference.** |
||
10.6.5 |
Amended and Restated Change of Control Employment Agreement for Kim Bingham dated as of December 18, 2008. Previously filed with the Securities and Exchange Commission on March 3, 2014 as an exhibit to the Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2013 and incorporated herein by reference.** |
||
10.6.6 |
Amended and Restated Change of Control Employment Agreement for Pin Tai dated as of December 18, 2008. Previously filed with the Securities and Exchange Commission on November 7, 2014 as an exhibit to the Bancorp’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014 and incorporated herein by reference** |
||
10.6.7 |
Change of Control Employment Agreement for Donald S. Chow dated as of August 14, 2014. Previously filed with the Securities and Exchange Commission on November 7, 2014 as an exhibit to the Bancorp’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014 and incorporated herein by reference. ** |
||
21.1 |
Subsidiaries of Bancorp.+ |
||
23.1 |
Consent of Independent Registered Public Accounting Firm.+ |
||
24.1 |
Power of Attorney.+ |
||
31.1 |
Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.+ |
||
31.2 |
Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.+ |
||
32.1 |
Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.++ |
||
32.2 |
Certification of the Chief Financial Officer 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*** |
||
** |
Management contract or compensatory plan or arrangement. |
*** |
XBRL (Extensible Business Reporting Language) information shall not be deemed to be filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, shall not be deemed to be filed for purposes of section 18 of the Securities Exchange Act of 1934, and otherwise shall not be subject to liability under these sections, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, except as expressly set forth by specific reference in such filing. |
+ |
Filed herewith. |
++ |
Furnished herewith. |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Cathay General Bancorp | |
By: |
/s/ Dunson K. Cheng |
Dunson K. Cheng Chairman, President, and Chief Executive Officer |
Date: February 29, 2016
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signature |
Title |
Date |
||
/s/ Dunson K. Cheng |
President, Chairman of |
February 29, 2016 |
||
Dunson K. Cheng |
the Board, Director, and Chief Executive Officer (principal executive officer) |
|||
/s/ Heng W. Chen |
Executive Vice President, |
February 29, 2016 |
||
Heng W. Chen |
Chief Financial Officer/Treasurer
(principal financial officer)
|
|||
/s/ Peter Wu |
Director |
February 29, 2016 |
||
Peter Wu |
||||
/s/ Anthony M. Tang |
Director |
February 29, 2016 |
||
Anthony M. Tang |
||||
/s/ Kelly L. Chan |
Director |
February 29, 2016 |
||
Kelly L. Chan |
||||
/s/ Michael M.Y. Chang |
Director |
February 29, 2016 |
||
Michael M.Y. Chang |
||||
/s/ Thomas C.T. Chiu |
Director |
February 29, 2016 |
||
Thomas C.T. Chiu |
||||
/s/ Nelson Chung |
Director |
February 29, 2016 |
||
Nelson Chung |
||||
/s/ Felix S. Fernandez |
Director |
February 29, 2016 |
||
Felix S. Fernandez |
||||
/s/ Jane Jelenko |
Director |
February 29, 2016 |
||
Jane Jelenko |
||||
/s/ Patrick S.D. Lee |
Director |
February 29, 2016 |
||
Patrick S.D. Lee |
|
|||
/s/ Ting Y. Liu |
Director |
February 29, 2016 |
||
Ting Y. Liu |
||||
/s/ Joseph C.H. Poon |
Director |
February 29, 2016 |
||
Joseph C.H. Poon |
||||
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
Report of Independent Registered Public Accounting Firm |
F-2 |
Consolidated Balance Sheets at December 31, 2015 and 2014 |
F-3 |
Consolidated Statements of Operations and Comprehensive Income for each of the years ended December 31, 2015, 2014, and 2013 | F-4 |
Consolidated Statements of Changes in Stockholders’ Equity for each of the years ended December 31, 2015, 2014, and 2013 | F-5 |
Consolidated Statements of Cash Flows for each of the years ended December 31, 2015, 2014, and 2013 | F-6 |
Notes to Consolidated Financial Statements |
F-8 |
Parent-only condensed financial information of Cathay General Bancorp is included in Note 20 to the Consolidated Financial Statements in this Annual Report on Form 10-K | F-52 |
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
Cathay General Bancorp:
We have audited the accompanying consolidated balance sheets of Cathay General Bancorp and subsidiaries (the Company) as of December 31, 2015 and 2014, and the related consolidated statements of operations and comprehensive income, changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2015. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Cathay General Bancorp and subsidiaries as of December 31, 2015 and 2014, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2015 in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Cathay General Bancorp’s internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated February 29, 2016 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
/s/ KPMG LLP
Los Angeles, California
February 29, 2016
CATHAY GENERAL BANCORP AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
As of December 31, |
||||||||
2015 |
2014 |
|||||||
(In thousands, except share and per share data) |
||||||||
Assets |
||||||||
Cash and due from banks |
$ | 180,130 | $ | 176,830 | ||||
Short-term investments and interest bearing deposits |
536,880 | 489,614 | ||||||
Securities available-for-sale (amortized cost of $1,595,723 in 2015 and $1,324,408 in 2014 |
1,586,352 | 1,318,935 | ||||||
Loans held for sale |
6,676 | 973 | ||||||
Loans |
10,163,452 | 8,914,080 | ||||||
Less: Allowance for loan losses |
(138,963 | ) | (161,420 | ) | ||||
Unamortized deferred loan fees, net |
(8,262 | ) | (12,392 | ) | ||||
Loans, net |
10,016,227 | 8,740,268 | ||||||
Federal Home Loan Bank stock |
17,250 | 30,785 | ||||||
Other real estate owned, net |
24,701 | 31,477 | ||||||
Affordable housing investments and alternative energy partnerships, net |
182,943 | 104,579 | ||||||
Premises and equipment, net |
108,924 | 99,682 | ||||||
Customers’ liability on acceptances |
40,335 | 35,656 | ||||||
Accrued interest receivable |
30,558 | 25,364 | ||||||
Goodwill |
372,189 | 316,340 | ||||||
Other intangible assets, net |
3,677 | 3,237 | ||||||
Other assets |
147,284 | 143,106 | ||||||
Total assets |
$ | 13,254,126 | $ | 11,516,846 | ||||
Liabilities and Stockholders’ Equity |
||||||||
Deposits |
||||||||
Non-interest-bearing demand deposits |
$ | 2,033,048 | $ | 1,664,914 | ||||
Interest-bearing deposits: |
||||||||
NOW deposits |
966,404 | 778,691 | ||||||
Money market deposits |
1,905,719 | 1,538,187 | ||||||
Savings deposits |
618,164 | 533,940 | ||||||
Time deposits |
4,985,752 | 4,267,728 | ||||||
Total deposits |
10,509,087 | 8,783,460 | ||||||
Securities sold under agreements to repurchase |
400,000 | 450,000 | ||||||
Advances from the Federal Home Loan Bank |
275,000 | 425,000 | ||||||
Other borrowings for affordable housing investments |
18,593 | 19,934 | ||||||
Long-term debt |
119,136 | 119,136 | ||||||
Acceptances outstanding |
40,335 | 35,656 | ||||||
Other liabilities |
144,197 | 80,772 | ||||||
Total liabilities |
11,506,348 | 9,913,958 | ||||||
Commitments and contingencies |
- | - | ||||||
Stockholders’ Equity |
||||||||
Common stock, $0.01 par value, 100,000,000 shares authorized, 87,002,931 issued and 80,806,116 outstanding at December 31, 2015, and 84,022,118 issued and 79,814,553 outstanding at December 31, 2014 |
870 | 840 | ||||||
Additional paid-in-capital |
880,822 | 789,519 | ||||||
Accumulated other comprehensive loss, net |
(8,426 | ) | (5,569 | ) | ||||
Retained earnings |
1,059,660 | 943,834 | ||||||
Treasury stock, at cost (6,196,815 shares at December 31, 2015, and 4,207,565 shares at December 31, 2014 |
(185,148 | ) | (125,736 | ) | ||||
Total equity |
1,747,778 | 1,602,888 | ||||||
Total liabilities and equity |
$ | 13,254,126 | $ | 11,516,846 |
See accompanying notes to Consolidated Financial Statements .
CATHAY GENERAL BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
Year Ended December 31, |
||||||||||||
2015 |
2014 |
2013 |
||||||||||
(In thousands, except share and per share data) |
||||||||||||
INTEREST AND DIVIDEND INCOME |
||||||||||||
Loan receivable |
$ | 427,621 | $ | 390,440 | $ | 359,959 | ||||||
Investment securities- taxable |
21,523 | 24,237 | 43,412 | |||||||||
Investment securities- nontaxable |
- | - | 995 | |||||||||
Federal Home Loan Bank stock |
3,164 | 1,974 | 1,480 | |||||||||
Deposits with banks |
1,398 | 1,996 | 1,150 | |||||||||
Total interest and dividend income |
453,706 | 418,647 | 406,996 | |||||||||
INTEREST EXPENSE |
||||||||||||
Time deposits |
39,443 | 35,111 | 31,964 | |||||||||
Other deposits |
12,445 | 10,658 | 8,425 | |||||||||
Interest on securities sold under agreements to repurchase |
15,813 | 24,685 | 37,692 | |||||||||
Advances from the Federal Home Loan Bank |
487 | 945 | 528 | |||||||||
Long-term debt |
5,776 | 4,467 | 3,691 | |||||||||
Total interest expense |
73,964 | 75,866 | 82,300 | |||||||||
Net interest income before provision for credit losses |
379,742 | 342,781 | 324,696 | |||||||||
Reversal for credit losses |
(11,400 | ) | (10,800 | ) | (3,000 | ) | ||||||
Net interest income after provision for credit losses |
391,142 | 353,581 | 327,696 | |||||||||
NON-INTEREST INCOME |
||||||||||||
Securities (losses)/gains, net |
(3,349 | ) | 6,748 | 27,362 | ||||||||
Letters of credit commissions |
5,545 | 6,043 | 6,281 | |||||||||
Depository service fees |
5,348 | 5,288 | 5,701 | |||||||||
Other operating income |
25,130 | 22,448 | 20,963 | |||||||||
Total non-interest income |
32,674 | 40,527 | 60,307 | |||||||||
NON-INTEREST EXPENSE |
||||||||||||
Salaries and employee benefits |
89,960 | 89,893 | 88,276 | |||||||||
Occupancy expense |
17,018 | 15,735 | 14,846 | |||||||||
Computer and equipment expense |
9,828 | 9,793 | 9,768 | |||||||||
Professional services expense |
25,014 | 22,634 | 24,574 | |||||||||
FDIC and State assessments |
9,087 | 8,796 | 7,351 | |||||||||
Marketing expense |
4,926 | 4,126 | 3,403 | |||||||||
Other real estate owned income |
(800 | ) | (1,304 | ) | (235 | ) | ||||||
Operations of investments in affordable housing and alternative energy partnerships, net |
33,335 | 6,990 | 7,253 | |||||||||
Amortization of core deposit premium |
667 | 719 | 4,533 | |||||||||
Cost associated with debt redemption |
- | 3,348 | 22,557 | |||||||||
Other operating expense |
13,685 | 13,583 | 11,507 | |||||||||
Total non-interest expense |
202,720 | 174,313 | 193,833 | |||||||||
Income before income tax expense |
221,096 | 219,795 | 194,170 | |||||||||
Income tax expense |
59,987 | 81,965 | 70,435 | |||||||||
Net income |
161,109 | 137,830 | 123,735 | |||||||||
Less: net income attributable to noncontrolling interest |
- | - | 592 | |||||||||
Net income attributable to Cathay General Bancorp |
161,109 | 137,830 | 123,143 | |||||||||
Dividends on preferred stock |
- | - | (9,685 | ) | ||||||||
Net income attributable to common stockholders |
$ | 161,109 | $ | 137,830 | $ | 113,458 | ||||||
Other comprehensive (loss)/income, net of tax: |
||||||||||||
Unrealized holding (losses)/gains on securities available for sale |
(4,200 | ) | 30,468 | (14,335 | ) | |||||||
Unrealized holding losses on cash flow hedge derivatives |
(598 | ) | (2,397 | ) | - | |||||||
Less: reclassification adjustment for (losses)/gains included in net income |
(1,941 | ) | 3,911 | 15,859 | ||||||||
Total other comprehensive (loss)/income, net of tax |
(2,857 | ) | 24,160 | (30,194 | ) | |||||||
Total comprehensive income |
$ | 158,252 | $ | 161,990 | $ | 92,949 | ||||||
Net income attributable to common stockholders per common share |
||||||||||||
Basic |
$ | 2.00 | $ | 1.73 | $ | 1.44 | ||||||
Diluted |
$ | 1.98 | $ | 1.72 | $ | 1.43 | ||||||
Basic average common shares outstanding |
80,563,577 | 79,661,571 | 78,954,898 | |||||||||
Diluted average common shares outstanding |
81,294,796 | 80,106,895 | 79,137,983 |
See accompanying notes to Consolidated Financial Statements .
CATHAY GENERAL BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
Years Ended December 31, 2015, 2014, and 2013
(In thousands, except number of shares)
Accumulated |
||||||||||||||||||||||||||||||||||||||||
Preferred Stock |
Common Stock |
Additional |
Other |
Total |
||||||||||||||||||||||||||||||||||||
Number of |
Number of |
Paid-in |
Comprehensive |
Retained |
Treasury |
Noncontrolling |
Stockholders' |
|||||||||||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
Capital |
Income/(Loss) |
Earnings |
Stock |
Interest |
Equity |
|||||||||||||||||||||||||||||||
Balance at December 31, 2012 |
258,000 | $ | 254,580 | 78,778,288 | $ | 830 | $ | 768,925 | $ | 465 | $ | 721,993 | $ | (125,736 | ) | $ | 8,447 | $ | 1,629,504 | |||||||||||||||||||||
Dividend Reinvestment Plan |
- | - | 25,984 | - | 605 | - | - | - | - | 605 | ||||||||||||||||||||||||||||||
Redemption of Series B Preferred Stock |
(258,000 | ) | (258,000 | ) | - | - | (302 | ) | - | - | - | - | (258,302 | ) | ||||||||||||||||||||||||||
Redemption of noncontrolling interest |
- | - | - | - | (191 | ) | - | - | - | (8,447 | ) | (8,638 | ) | |||||||||||||||||||||||||||
Restricted stock units vested |
- | - | 138,220 | 1 | - | - | - | - | - | 1 | ||||||||||||||||||||||||||||||
Stock salary |
- | - | 52,431 | 1 | 1,106 | - | - | - | - | 1,107 | ||||||||||||||||||||||||||||||
Stock options exercised |
- | - | 594,946 | 6 | 14,749 | - | - | - | - | 14,755 | ||||||||||||||||||||||||||||||
Tax short-fall from stock options |
- | - | - | - | (2,509 | ) | - | - | - | - | (2,509 | ) | ||||||||||||||||||||||||||||
Stock -based compensation |
- | - | - | - | 2,106 | - | - | - | - | 2,106 | ||||||||||||||||||||||||||||||
Cash dividends of $0.08 per share |
- | - | - | - | - | - | (6,342 | ) | - | - | (6,342 | ) | ||||||||||||||||||||||||||||
Discount accretion and other adjustment on preferred stock |
- | 3,420 | - | - | - | - | (3,420 | ) | - | - | - | |||||||||||||||||||||||||||||
Dividends on preferred stock |
- | - | - | - | - | - | (6,265 | ) | - | (592 | ) | (6,857 | ) | |||||||||||||||||||||||||||
Change in other comprehensive loss |
- | - | - | - | - | (30,194 | ) | - | - | - | (30,194 | ) | ||||||||||||||||||||||||||||
Net income |
- | - | - | - | - | - | 123,143 | - | 592 | 123,735 | ||||||||||||||||||||||||||||||
Balance at December 31, 2013 |
- | - | 79,589,869 | 838 | 784,489 | (29,729 | ) | 829,109 | (125,736 | ) | - | 1,458,971 | ||||||||||||||||||||||||||||
Dividend Reinvestment Plan |
- | - | 116,957 | 1 | 2,847 | - | - | - | - | 2,848 | ||||||||||||||||||||||||||||||
Restricted stock units vested |
- | - | 88,537 | 1 | - | - | - | - | - | 1 | ||||||||||||||||||||||||||||||
Shares withheld related to net share settlement of RSUs |
- | - | - | - | (850 | ) | - | - | - | - | (850 | ) | ||||||||||||||||||||||||||||
Stock issued to directors |
- | - | 13,690 | - | 350 | - | - | - | - | 350 | ||||||||||||||||||||||||||||||
Stock options exercised |
- | - | 5,500 | - | 128 | - | - | - | - | 128 | ||||||||||||||||||||||||||||||
Tax short-fall from stock options |
- | - | - | - | (1,285 | ) | - | - | - | - | (1,285 | ) | ||||||||||||||||||||||||||||
Stock -based compensation |
- | - | - | - | 3,840 | - | - | - | - | 3,840 | ||||||||||||||||||||||||||||||
Cash dividends of $0.29 per share |
- | - | - | - | - | - | (23,105 | ) | - | - | (23,105 | ) | ||||||||||||||||||||||||||||
Change in other comprehensive loss |
- | - | - | - | - | 24,160 | - | - | - | 24,160 | ||||||||||||||||||||||||||||||
Net income |
- | - | - | - | - | - | 137,830 | - | 137,830 | |||||||||||||||||||||||||||||||
Balance at December 31, 2014 |
- | $ | - | 79,814,553 | $ | 840 | $ | 789,519 | $ | (5,569 | ) | $ | 943,834 | $ | (125,736 | ) | $ | - | $ | 1,602,888 | ||||||||||||||||||||
Dividend Reinvestment Plan |
- | - | 148,582 | 2 | 4,173 | - | - | - | - | 4,175 | ||||||||||||||||||||||||||||||
Restricted stock units vested |
- | - | 18,955 | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||
Warrant exercised |
- | - | 369 | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||
Shares withheld related to net share settlement of RSUs |
- | - | - | - | (227 | ) | - | - | - | - | (227 | ) | ||||||||||||||||||||||||||||
Stock issued to directors |
- | - | 17,974 | - | 495 | - | - | - | - | 495 | ||||||||||||||||||||||||||||||
Stock options exercised |
- | - | 214,580 | 2 | 5,012 | - | - | - | - | 5,014 | ||||||||||||||||||||||||||||||
Equity consideration for acquisition |
- | - | 2,580,353 | 26 | 82,743 | - | - | - | - | 82,769 | ||||||||||||||||||||||||||||||
Purchases of treasury stock |
- | - | (1,989,250 | ) | - | - | - | - | (59,412 | ) | - | (59,412 | ) | |||||||||||||||||||||||||||
Tax short-fall from stock options |
- | - | - | - | (5,348 | ) | - | - | - | - | (5,348 | ) | ||||||||||||||||||||||||||||
Stock -based compensation |
- | - | - | - | 4,455 | - | - | - | - | 4,455 | ||||||||||||||||||||||||||||||
Cash dividends of $0.56 per share |
- | - | - | - | - | - | (45,283 | ) | - | - | (45,283 | ) | ||||||||||||||||||||||||||||
Change in other comprehensive loss |
- | - | - | - | - | (2,857 | ) | - | - | - | (2,857 | ) | ||||||||||||||||||||||||||||
Net income |
- | - | - | - | - | - | 161,109 | - | - | 161,109 | ||||||||||||||||||||||||||||||
Balance at December 31, 2015 |
- | $ | - | 80,806,116 | $ | 870 | $ | 880,822 | $ | (8,426 | ) | $ | 1,059,660 | $ | (185,148 | ) | $ | - | $ | 1,747,778 |
See accompanying notes to Consolidated Financial Statements .
CATHAY GENERAL BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended December 31, |
||||||||||||
2015 |
2014 |
2013 |
||||||||||
(In thousands) |
||||||||||||
Cash Flows from Operating Activities |
||||||||||||
Net income |
$ | 161,109 | $ | 137,830 | $ | 123,735 | ||||||
Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||||||
Credit for loan losses |
(11,400 | ) | (10,800 | ) | (3,000 | ) | ||||||
Provision/(Reversal) for losses on other real estate owned |
547 | 1,619 | (2,122 | ) | ||||||||
Deferred tax liability/(benefit) |
2,004 | 31,304 | (15,114 | ) | ||||||||
Depreciation and amortization |
7,574 | 7,868 | 11,347 | |||||||||
Net gains on sale and transfers of other real estate owned |
(2,012 | ) | (4,065 | ) | (1,793 | ) | ||||||
Net gains on sale of loans |
(786 | ) | (395 | ) | (879 | ) | ||||||
Proceeds from sale of loans |
32,530 | 19,287 | 42,573 | |||||||||
Originations of loans held for sale |
(37,447 | ) | (19,865 | ) | (41,694 | ) | ||||||
Income associated with debt redemption |
- | (555 | ) | - | ||||||||
Amortization on alternative energy partnerships, venture capital and other investments |
25,058 | 436 | 409 | |||||||||
Write-down on impaired securities |
3,875 | 820 | - | |||||||||
Gain on sales and calls of securities |
(526 | ) | (7,568 | ) | (27,362 | ) | ||||||
Other non-cash interest (income)/expense |
(332 | ) | (137 | ) | 1,100 | |||||||
Amortization of security premiums, net |
5,140 | 2,849 | 4,425 | |||||||||
Excess tax short-fall from stock options |
5,348 | 1,285 | 2,509 | |||||||||
Stock based and stock issued to officers and directors compensation expense |
4,950 | 4,190 | 3,213 | |||||||||
Noncontrolling interest |
- | - | (592 | ) | ||||||||
Net change in accrued interest receivable and other assets |
(3,429 | ) | (2,776 | ) | 23,291 | |||||||
Net change in other liabilities |
(15,506 | ) | (11,256 | ) | (4,973 | ) | ||||||
Net cash provided by operating activities |
176,697 | 150,071 | 115,073 | |||||||||
Cash Flows from Investing Activities |
||||||||||||
(Increase)/decrease in short-term investments |
(47,266 | ) | 32,260 | (104,955 | ) | |||||||
Purchase of investment securities available-for-sale |
(295,497 | ) | (885,782 | ) | (350,130 | ) | ||||||
Proceeds from maturity and call of investment securities available-for-sale |
165,000 | 585,776 | 180,088 | |||||||||
Proceeds from sale of investment securities available-for-sale |
385,234 | 160,451 | 575,358 | |||||||||
Purchase of mortgage-backed securities available-for-sale |
(1,280,870 | ) | (307,617 | ) | (676,529 | ) | ||||||
Proceeds from repayment and sale of mortgage-backed securities available-for-sale |
749,219 | 768,236 | 669,658 | |||||||||
Proceeds from maturity and call of investment securities held-to-maturity |
- | - | 50,973 | |||||||||
Purchase of Federal Home Loan Bank stock |
- | (18,164 | ) | - | ||||||||
Redemption of Federal Home Loan Bank stock |
13,535 | 12,379 | 16,272 | |||||||||
Net increase in loans |
(829,501 | ) | (824,558 | ) | (676,245 | ) | ||||||
Purchase of premises and equipment |
(3,518 | ) | (4,777 | ) | (6,182 | ) | ||||||
Proceeds from sales of premises and equipment |
602 | - | - | |||||||||
Proceeds from sales of other real estate owned |
12,154 | 29,880 | 19,411 | |||||||||
Increase in investment in affordable housing and alternative energy partnerships |
(53,235 | ) | (7,445 | ) | (9,525 | ) | ||||||
Acquisition, net of cash acquired |
6,572 | - | - | |||||||||
Net cash used in investing activities |
(1,177,571 | ) | (459,361 | ) | (311,806 | ) | ||||||
Cash Flows from Financing Activities |
||||||||||||
Net increase in deposits |
1,305,255 | 802,281 | 596,964 | |||||||||
Net decrease in federal funds purchased and securities sold under agreements to repurchase |
(50,000 | ) | (350,000 | ) | (450,000 | ) | ||||||
Advances from Federal Home Loan Bank |
5,092,000 | 9,822,400 | 2,402,000 | |||||||||
Repayment of Federal Home Loan Bank borrowings |
(5,242,000 | ) | (9,918,600 | ) | (2,027,000 | ) | ||||||
Cash dividends |
(45,283 | ) | (23,104 | ) | (12,606 | ) | ||||||
Purchase of treasury stock |
(59,412 | ) | - | - | ||||||||
Redemption of Series B preferred stock |
- | - | (258,000 | ) | ||||||||
Redemption of noncontrolling interest |
- | - | (8,638 | ) | ||||||||
Repayment of subordinated debt |
- | - | (50,000 | ) | ||||||||
Repayment of long-term debt and other borrowings |
- | (1,445 | ) | - | ||||||||
Proceeds from shares issued to Dividend Reinvestment Plan |
4,175 | 2,848 | 605 | |||||||||
Proceeds from exercise of stock options |
5,014 | 128 | 14,755 | |||||||||
Taxes paid related to net share settlement of RSUs |
(227 | ) | (850 | ) | - | |||||||
Excess tax short-fall from share-based payment arrangements |
(5,348 | ) | (1,285 | ) | (2,509 | ) | ||||||
Net cash provided by financing activities |
1,004,174 | 332,373 | 205,571 | |||||||||
Increase in cash and cash equivalents |
3,300 | 23,083 | 8,838 | |||||||||
Cash and cash equivalents, beginning of the year |
176,830 | 153,747 | 144,909 | |||||||||
Cash and cash equivalents, end of the year |
$ | 180,130 | $ | 176,830 | $ | 153,747 |
See accompanying notes to Consolidated Financial Statements.
CATHAY GENERAL BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS-(Continued)
Year Ended December 31, |
||||||||||||
2015 |
2014 |
2013 |
||||||||||
(In thousands) |
||||||||||||
Supplemental disclosure of cash flow information |
||||||||||||
Cash paid during the year for: |
||||||||||||
Interest |
$ | 72,870 | $ | 78,366 | $ | 84,848 | ||||||
Income taxes |
$ | 69,074 | $ | 60,225 | $ | 55,521 | ||||||
Non-cash investing and financing activities: |
||||||||||||
Net change in unrealized holding (loss)/gain on securities available-for-sale, net of tax |
$ | (2,259 | ) | $ | 26,557 | $ | (30,194 | ) | ||||
Net change in unrealized losses on interest rate swaps designated as cash flow hedges |
$ | (598 | ) | $ | (2,397 | ) | $ | - | ||||
Transfers to short-term investments from trading securities |
$ | - | $ | 4,936 | $ | - | ||||||
Transfers to investment securities available-for-sale at fair value from held-to-maturity |
$ | - | $ | - | $ | 722,466 | ||||||
Transfers to other real estate owned from loans held for investment |
$ | 866 | $ | 4,970 | $ | 22,171 | ||||||
Loans transferred to loans held for sale |
$ | 6,684 | $ | 973 | $ | - | ||||||
Loans to facilitate the sale of other real estate owned |
$ | - | $ | 413 | $ | 75 | ||||||
Issuance of stock related to acquisition |
$ | 82,857 | $ | - | $ | - | ||||||
Supplemental disclosure for acquisitions |
||||||||||||
Cash and cash equivalents |
$ | 63,579 | $ | - | $ | - | ||||||
Securities available-for-sale |
2,370 | - | - | |||||||||
Loans |
419,219 | - | - | |||||||||
Premises and equipment |
13,291 | - | - | |||||||||
Other real estate owned |
3,048 | - | - | |||||||||
Goodwill |
55,849 | - | - | |||||||||
Core deposit intangible |
1,302 | - | - | |||||||||
Accrued interest receivable and other assets |
2,884 | - | - | |||||||||
Total assets acquired |
561,542 | - | - | |||||||||
Deposits |
420,623 | - | - | |||||||||
Accrued interest payable and other liabilities |
1,056 | - | - | |||||||||
Total liabilities assumed |
421,679 | - | - | |||||||||
Net assets acquired |
$ | 139,863 | $ | - | $ | - | ||||||
Cash paid |
$ | 57,006 | $ | - | $ | - | ||||||
Fair value of common stock issued |
82,857 | - | - | |||||||||
Total consideration paid |
$ | 139,863 | $ | - | $ | - |
See accompanying notes to Consolidated Financial Statements.
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Summary of Significant Accounting Policies
The accompanying Consolidated Financial Statements include the accounts of Cathay General Bancorp (the “Bancorp”), a Delaware corporation, its wholly-owned subsidiaries, Cathay Bank (the “Bank”), a California state-chartered bank, seven limited partnerships investing in affordable housing projects, Asia Realty Corp., and GBC Venture Capital, Inc. (together, the “Company”). All significant inter-company transactions and balances have been eliminated in consolidation. The Consolidated Financial Statements of the Company are prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and general practices within the banking industry.
Organization and Background. The business activities of the Bancorp consist primarily of the operations of the Bank, which owns 100% of the common securities of the following subsidiaries: GBC Real Estate Investments, Inc., Cathay Holdings LLC, Cathay Holdings 2, LLC, Cathay Holdings 3, LLC, Cathay Community Development Corporation, and its wholly owned subsidiary, Cathay New Asia Community Development Corporation.
There are limited operating business activities currently at the Bancorp. The Bank is a commercial bank, servicing primarily the individuals, professionals, and small to medium-sized businesses in the local markets in which its branches are located. Its operations include the acceptance of checking, savings, and time deposits, and the making of commercial, real estate , and consumer loans. The Bank also offers trade financing, letters of credit, wire transfer, foreign currency spot and forward contracts, Internet banking, investment services, and other customary banking services to its customers.
Use of Estimates. The preparation of the Consolidated Financial Statements in accordance with GAAP requires management of the Company to make a number of estimates and assumptions relating to the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates. The significant estimates subject to change relate to the allowance for loan losses, goodwill impairment assessment, other-than-temporary impairment analysis on investments, and fair value disclosures. The more significant of these policies are described below.
Concentration s. The Bank was incorporated in California and started its business from California. Therefore, loans originated and deposits solicited were mainly from California. As of December 31, 2015, gross loans were primarily comprised of 52.2% of commercial mortgage loans and 22.8% of commercial loans. As of December 31, 2015, approximately 61% of the Bank’s residential mortgages were for properties located in California. Approximately 71% of the Company’s CDs of $250,000 or more have been on deposit with the Company for two years or more.
Allowance for Loan Losses. The determination of the amount of the provision for loan losses charged to operations reflects management’s current judgment about the credit quality of the loan portfolio and takes into consideration changes in lending policies and procedures, changes in economic and business conditions, changes in the nature and volume of the portfolio and in the terms of loans, changes in the experience, ability and depth of lending management, changes in the volume and severity of past due, non-accrual and adversely classified or graded loans, changes in the quality of the loan review system, changes in the value of underlying collateral for collateral-dependent loans, the existence and effect of any concentrations of credit and the effect of competition, legal and regulatory requirements, and other external factors. The nature of the process by which loan losses is determined and the appropriate allowance for loan losses requires the exercise of considerable judgment. The allowance is increased or decreased by the provision or credit to the allowance for loan lossesand decreased by charge-offs when management believes the uncollectability of a loan is confirmed.
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS –(Continued)
Subsequent recoveries, if any, are credited to the allowance. A weakening of the economy or other factors that adversely affect asset quality could result in an increase in the number of delinquencies, bankruptcies, or defaults, and a higher level of non-performing assets, net charge-offs, and provision for loan losses in future periods.
The total allowance for loan losses consists of two components: specific allowances and general allowances. To determine the appropriateness of the allowance in each of these two components, two primary methodologies are employed, the individual loan review analysis methodology and the classification migration methodology. These methodologies support the basis for determining allocations between the various loan categories and the overall appropriateness of our allowance to provide for probable losses inherent in the loan portfolio. These methodologies are further supported by additional analysis of relevant factors such as the historical losses in the portfolio, and environmental factors which include trends in delinquency and non-accrual, and other significant factors, such as the national and local economy, the volume and composition of the portfolio, strength of management and loan staff, underwriting standards, and the concentration of credit.
The Bank’s management allocates a specific allowance for “Impaired Credits,” in accordance with Accounting Standard Codification (“ASC”) Section 310-10-35. For non-Impaired Credits, a general allowance is established for those loans internally classified and risk graded Pass, Minimally Acceptable, Special Mention, or Substandard based on historical losses in the specific loan portfolio and a reserve based on environmental factors determined for that loan group. The level of the general allowance is established to provide coverage for management’s estimate of the credit risk in the loan portfolio by various loan segments not covered by the specific allowance.
Securities. Securities are classified as held-to-maturity when management has the ability and intent to hold these securities until maturity. Securities are classified as available-for-sale when management intends to hold the securities for an indefinite period of time, or when the securities may be utilized for tactical asset/liability purposes, and may be sold from time to time to manage interest rate exposure and resultant prepayment risk and liquidity needs. Securities are classified as trading securities when management intends to sell the securities in the near term. Securities purchased are designated as held-to-maturity , available-for-sale, or trading securities at the time of acquisition.
Securities held-to-maturity are stated at cost, adjusted for the amortization of premiums and the accretion of discounts on a level-yield basis. The carrying value of these assets is not adjusted for temporary declines in fair value since the Company has the positive intent and ability to hold them to maturity. Securities available-for-sale are carried at fair value, and any unrealized holding gains or losses are excluded from earnings and reported as a separate component of stockholders’ equity, net of tax, in accumulated other comprehensive income until realized. Realized gains or losses are determined on the specific identification method. Premiums and discounts are amortized or accreted as adjustment of yield on a level-yield basis.
ASC Topic 320 requires an entity to assess whether the entity has the intent to sell the debt security or more likely than not will be required to sell the debt security before its anticipated recovery. If either of these conditions is met, an entity must recognize an other-than-temporary impairment (“OTTI”). If an entity does not intend to sell the debt security and will not be required to sell the debt security, the entity must consider whether it will recover the amortized cost basis of the security. If the present value of expected cash flows is less than the amortized cost basis of the security, OTTI shall be considered to have occurred. OTTI is then separated into the amount of the total impairment related to credit losses and the amount of the total impairment related to all other factors. An entity determines the impairment related to credit losses by comparing the present value of cash flows expected to be collected from the security with the amortized cost basis of the security. OTTI related to the credit loss is then recognized in earnings. OTTI related to all other factors is recognized in other comprehensive income. OTTI not related to the credit loss for a held-to-maturity security should be recognized separately in a new category of other comprehensive income and amortized over the remaining life of the debt security as an increase in the carrying value of the security only when the entity does not intend to sell the security and it is not more likely than not that the entity will be required to sell the security before recovery of its remaining amortized cost basis. The Company has both the ability and the intent to hold and it is not more likely than not that the Company will be required to sell those securities with unrealized losses before recovery of their amortized cost basis.
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS –(Continued)
Trading securities are reported at fair value, with unrealized gains or losses included in income.
Investment in Federal Home Loan Bank (“FHLB”) Stock. As a member of the FHLB system the Bank is required to maintain an investment in the capital stock of the FHLB. The amount of investment is also affected by the outstanding advances under the line of credit the Bank maintains with the FHLB. FHLB stock is carried at cost and is pledged as collateral to the FHLB. FHLB stock is periodically evaluated for impairment based on ultimate recovery of par value. The carrying amount of the FHLB stock was $17.3 million at December 31, 2015, and $30.8 million at December 31, 2014. As of December 31, 2015, the Company owned 172,500 shares of FHLB stock , which exceeded the minimum stock requirement of 150,000 shares.
Loans. Loans are carried at amounts advanced, less principal payments collected and net deferred loan fees. Interest is accrued and earned daily on an actual or 360-day basis. Interest accruals on business loans and non-residential real estate loans are generally discontinued whenever the payment of interest or principal is 90 days or more past due, based on contractual terms. Such loans are placed on non-accrual status, unless the loan is well secured, and there is a high probability of recovery in full, as determined by management. When loans are placed on non-accrual status, previously accrued but unpaid interest is reversed and charged against current income , and subsequent payments received are generally first applied toward the outstanding principal balance of the loan. The loan is generally returned to accrual status when the borrower has brought the past due principal and interest payments current and, in the opinion of management, the borrower has demonstrated the ability to make future payments of principal and interest as scheduled. A non -accrual loan may also be returned to accrual status if all principal and interest contractually due are reasonably assured of repayment within a reasonable period and there has been a sustained period of payment performance, generally six months. Loan origination fees and commitment fees, offset by certain direct loan origination costs, are deferred and recognized over the contractual life of the loan as a yield adjustment. The amortization utilizes the interest method. If a loan is placed on non-accrual status, the amortization of the loan fees and the accretion of discounts are discontinued until the loan is returned to accruing status.
Loans held for sale are carried at the lower of aggregate cost or fair value. Gains and losses are recorded in non-interest income based on the difference between sales proceeds, net of sales commissions, and carrying value.
Loans Acquired Through Transfer. Loans acquired through the completion of a transfer, including loans acquired in a business combination, that have evidence of deterioration of credit quality since origination and for which it is probable, at acquisition, that the Company will be unable to collect all contractually required payment, receivables are initially recorded at fair value (as determined by the present value of expected future cash flows) with no valuation allowance. The difference between the undiscounted cash flows expected at acquisition and the investment in the loan, or the “accretable yield,” is recognized as interest income on a level-yield method over the life of the loan. Contractually required payments for interest and principal that exceed the undiscounted cash flows expected at acquisition, or the “nonaccretable difference,” are not recognized as a yield adjustment or as a loss accrual or a valuation allowance. Increases in expected cash flows subsequent to the initial investment are recognized prospectively through adjustment of the yield on the loan over its remaining life. Decreases in expected cash flows are recognized as impairment. Valuation allowance on these impaired loans reflect only losses incurred after the acquisition.
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS –(Continued)
Impaired Loans. A loan is considered impaired when it is probable that the Bank will be unable to collect all amounts due (i.e. both principal and interest) according to the contractual terms of the loan agreement. The measurement of impairment may be based on (1) the present value of the expected future cash flows of the impaired loan discounted at the loan’s original effective interest rate, (2) the observable market price of the impaired loan or (3) the fair value of the collateral of a collateral-dependent loan. The amount by which the recorded investment in the loan exceeds the measure of the impaired loan is recognized by recording a valuation allowance with a corresponding charge to the provision for loan losses. The Company stratifies its loan portfolio by size and treats smaller non-performing loans with an outstanding balance based on the Company’s defined criteria, generally where the loan amount is $500,000 or less, as a homogenous portfolio. Once a loan has been identified as a possible problem loan, the Company conducts a periodic review of such loan in order to test for impairment. When loans are placed on an impaired status, previously accrued but unpaid interest is reversed against current income and subsequent payments received are generally first applied toward the outstanding principal balance of the loan.
Troubled Debt Restructured Loan (“TDR”). A TDR is a formal modification of the terms of a loan when the lender, for economic or legal reasons related to the borrower’s financial difficulties, grants a concession to the borrower. The concessions may be granted in various forms, including reduction in the stated interest rate, reduction in the loan balance or accrued interest, or extension of the maturity date . Although these loan modifications are considered TDRs, accruing TDR loans have, pursuant to the Bank’s policy, performed under the restructured terms and have demonstrated sustained performance under the modified terms for six months before being returned to accrual status. The sustained performance considered by management pursuant to its policy includes the periods prior to the modification if the prior performance met or exceeded the modified terms. This would include cash paid by the borrower prior to the restructure to set up interest reserves. Loans classified as TDRs are reported as impaired loans.
Unfunded Loan Commitments. Unfunded loan commitments are generally related to providing credit facilities to clients of the Bank, and are not actively traded financial instruments. These unfunded commitments are disclosed as off-balance sheet financial instruments in Note 15 in the Notes to Consolidated Financial Statements.
Letter of Credit Fees. Issuance and commitment fees received for the issuance of commercial or standby letters of credit are recognized over the term of the instruments.
Premises and Equipment. Premises and equipment are carried at cost, less accumulated depreciation. Depreciation is computed on the straight-line method based on the following estimated useful lives of the assets:
Type |
Estimated Useful Life (in years) |
||||
Buildings |
15 |
to | 45 | ||
Building improvements |
5 |
to | 20 | ||
Furniture, fixtures, and equipment |
3 |
to | 25 | ||
Leasehold improvements |
Shorter of useful lives or the terms of the leases |
Improvements are capitalized and amortized to occupancy expense based on the above table. Construction in process is carried at cost and includes land acquisition cost, architectural fees, general contractor fees, capitalized interest and other costs related directly to the construction of a property.
Other Real Estate Owned. Real estate acquired in the settlement of loans is initially recorded at fair value, less estimated costs to sell. Specific valuation allowances on other real estate owned are recorded through charges to operations to recognize declines in fair value subsequent to foreclosure. Gains on sales are recognized when certain criteria relating to the buyer’s initial and continuing investment in the property are met.
Investments in Affordable Housing Partnerships and Other Tax Credit Investments . The Company is a limited partner in limited partnerships that invest in low-income housing projects that qualify for Federal and/or State income tax credits and a limited partnership that invests in alternative energy systems. As further discussed in Note 7, the partnership interests are accounted for utilizing the equity method of accounting. As of December 31, 2015, seven of the limited partnerships in which the Company has an equity interest were determined to be variable interest entities for which the Company is the primary beneficiary. The Company therefore consolidated the financial statements of these seven limited partnerships into its Consolidated Financial Statements. The tax credits from these partnerships are recognized in the consolidated financial statements to the extent they are utilized on the Company’s income tax returns. The investments are reviewed for impairment on an annual basis or on an interim basis if an event occurs that would trigger potential impairment.
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS –(Continued)
Investments in V enture C apital. The Company invests in limited partnerships that invest in nonpublic companies. These are commonly referred to as venture capital investments. These limited partnership interests are carried under the cost method with other-than-temporary impairment charged against net income.
Goodwi l l and Goodwill Impairment . Goodwill represents the excess of costs over fair value of assets of businesses acquired. Goodwill and intangible assets acquired in a purchase business combination and determined to have an indefinite useful life are not amortized, but instead are tested for impairment at least annually in accordance with the provisions of ASC Topic 350. ASC Topic 350 also requires that intangible assets with estimable useful lives be amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment in accordance with ASC Topic 360.
The Company’s policy is to assess goodwill for impairment at the reporting unit level on an annual basis or between annual assessments if a triggering event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Impairment is the condition that exists when the carrying amount of goodwill exceeds its implied fair value. Accounting standards require management to estimate the fair value of each reporting unit in making the assessment of impairment at least annually.
The Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test described in ASC Topic 350. The two-step impairment testing process conducted by us, if needed, begins by assigning net assets and goodwill to our reporting units. The Company then completes “step one” of the impairment test by comparing the fair value of each reporting unit (as determined based on the discussion below) with the recorded book value (or “carrying amount”) of its net assets, with goodwill included in the computation of the carrying amount. If the fair value of a reporting unit exceeds its carrying amount, goodwill of that reporting unit is not considered impaired, and “step two” of the impairment test is not necessary. If the carrying amount of a reporting unit exceeds its fair value, step two of the impairment test is performed to determine the amount of impairment. Step two of the impairment test compares the carrying amount of the reporting unit’s goodwill to the “implied fair value” of that goodwill. The implied fair value of goodwill is computed by assuming that all assets and liabilities of the reporting unit would be adjusted to the current fair value, with the offset as an adjustment to goodwill. This adjusted goodwill balance is the implied fair value used in step two. An impairment charge is recognized for the amount by which the carrying amount of goodwill exceeds its implied fair value.
The Company has identified two reporting units for its business: the Commercial Lending unit and the Retail Banking unit. The reporting unit fair values were determined based on an equal weighting of (1) a market approach using a combination of price to earnings multiples determined based on a representative peer group applied to 2015 and forecasted 2016 and 2017 earnings, and a price to book multiple and (2) a dividend discount model with the discount rate determined using the same representative peer group. A control premium was then applied to the unit fair values so determined as of December 31, 2015. As a result of this analysis, the Company determined that there was no goodwill impairment at December 31, 2015 as the fair value of all reporting units exceeded the current carrying amount of the units. No assurance can be given that goodwill will not be written down in future periods.
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS –(Continued)
Core Deposit Premium. Core deposit premium, which represents the purchase price over the fair value of the deposits acquired from other financial institutions, is amortized over its estimated useful life to its residual value in proportion to the economic benefits consumed. If a pattern of consumption cannot be reliably determined, straight-line amortization is used. The Company assesses the recoverability of this intangible asset by determining whether the amortization of the premium balance over its remaining life can be recovered through the remaining deposit portfolio and amortizes core deposit premium over its estimated useful life.
Securities Sold Under Agreements to Repurchase. The Company sells certain securities under agreements to repurchase. The agreements are treated as collateralized financing transactions and the obligations to repurchase securities sold are reflected as a liability in the accompanying Consolidated Balance Sheets. The securities underlying the agreements remain in the applicable asset accounts.
Stock-Based Compensation. Stock option compensation expense is calculated based on the fair value of the award at the grant date for those options expected to vest, and is recognized as an expense over the vesting period of the grant using the straight-line method. The Company uses the Black-Scholes option pricing model to estimate the value of granted options. This model takes into account the option exercise price, the expected life, the current price of the underlying stock, the expected volatility of the Company’s stock, expected dividends on the stock and a risk-free interest rate. The Company estimates the expected volatility based on the Company’s historical stock prices for the period corresponding to the expected life of the stock options. Restricted stock units are valued at the closing price of the Company’s stock on the date of the grant. Stock-based compensation is recognized ratably over the requisite service period for all awards.
Derivatives . The Company follows ASC Topic 815 that establishes accounting and reporting standards for financial derivatives, including certain financial derivatives embedded in other contracts, and hedging activities. It requires the recognition of all financial derivatives as assets or liabilities in the Company’s consolidated balance sheet and measurement of those financial derivatives at fair value. The accounting treatment of changes in fair value is dependent upon whether or not a financial derivative is designated as a hedge and, if so, the type of hedge. Fair value is determined using third-party models with observable market data. For derivatives designated as cash flow hedges, changes in fair value are recognized in other comprehensive income and are reclassified to earnings when the hedged transaction is reflected in earnings. For derivatives designated as fair value hedges, changes in the fair value of the derivatives are reflected in current earnings, together with changes in the fair value of the related hedged item if there is a highly effective correlation between changes in the fair value of the interest rate swaps and changes in the fair value of the underlying asset or liability that is intended to be hedged. If there is not a highly effective correlation between changes in the fair value of the interest rate swap and changes in the fair value of the underlying asset or liability that is intended to be hedged, then only the changes in the fair value of the interest rate swaps are reflected in the Company’s consolidated financial statements.
Foreign Exchange Forwards and Foreign Currency Option Contracts. We enter into foreign exchange forward contracts and foreign currency option contracts with correspondent banks to mitigate the risk of fluctuations in foreign currency exchange rates for foreign currency certificates of deposit, foreign exchange contracts or foreign currency option contracts entered into with our clients. These contracts are not designated as hedging instruments and are recorded at fair value in our Consolidated Balance Sheets. Changes in the fair value of these contracts as well as the related foreign currency certificates of deposit, foreign exchange contracts or foreign currency option contracts, are recognized immediately in net income as a component of non-interest income. Period end gross positive fair values are recorded in other assets and gross negative fair values are recorded in other liabilities.
Income Taxes. The provision for income taxes is based on income reported for financial statement purposes, and differs from the amount of taxes currently payable, since certain income and expense items are reported for financial statement purposes in different periods than those for tax reporting purposes. The Company accounts for income taxes using the asset and liability approach, the objective of which is to establish deferred tax assets and liabilities for the temporary differences between the financial reporting basis and the tax basis of the Company’s assets and liabilities at enacted tax rates expected to be in effect when such amounts are realized or settled. A valuation allowance is established for deferred tax assets if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized.
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS –(Continued)
Comprehensive Income /(loss) . Comprehensive income/(loss) is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources. Comprehensive income/(loss) generally includes net income/(loss), unrealized gains and losses on investments in securities available-for-sale, and cash flow hedges. Comprehensive income/(loss) and its components are reported and displayed in the Company’s consolidated statements of operations and comprehensive income/(loss).
Net Income per Common Share. Earnings per share (“EPS”) is computed on a basic and diluted basis. Basic EPS excludes dilution and is computed by dividing net income available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shares in the earnings of the Company. Potential dilution is excluded from computation of diluted per-share amounts when a net loss from operations exists.
Foreign Currency Translation. The Company considers the functional currency of its foreign operations to be the United States dollar. Accordingly, the Company remeasures monetary assets and liabilities at year-end exchange rates, while nonmonetary items are remeasured at historical rates. Income and expense accounts are remeasured at the average rates in effect during the year, except for depreciation, which is remeasured at historical rates. Foreign currency transaction gains and losses are recognized in income in the period of occurrence.
Statement of Cash Flows. Cash and cash equivalents include short-term highly-liquid investments that generally have an original maturity of three months or less.
Segment Information and Disclosures. Accounting principles generally accepted in the United States of America establish standards to report information about operating segments in annual financial statements and require reporting of selected information about operating segments in interim reports to stockholders. It also establishes standards for related disclosures about products and services, geographic areas, and major customers. The Company has concluded it has one operating segment.
Recent Accounting Pronouncements
In June 2014, the Financial Accounting Standards Board (“FASB”) issued ASU 2014-12, “ Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period .” ASU No. 2014-12 requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. An entity should recognize compensation cost in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the periods for which the requisite service has already been rendered. If the performance target becomes probable of being achieved before the end of requisite service period, the remaining unrecognized compensation cost should be recognized prospectively over the remaining requisite service period. The total amount of compensation cost recognized during and after the requisite service period should reflect the number of awards that are expected to vest and should be adjusted to reflect those awards that ultimately vest. ASU 2014-12 becomes effective for interim and annual periods beginning on or after December 15, 2015. Adoption of ASU 2014-12 is not expected to have a significant impact on the Company’s consolidated financial statements.
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS –(Continued)
ASU 2014-15, “ Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, ” issued by the FASB in August 2014, requires an entity’s management to evaluate and disclose conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. In addition, an entity’s management is to disclose management’s plans that alleviated or that are intended to mitigate the conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern. ASU 2014-15 becomes effective for interim and annual periods beginning on or after December 15, 2016. Adoption of ASU 2014-15 is not expected to have a significant impact on the Company’s consolidated financial statements.
In February 2015, the FASB issued ASU 2015-02, “ Consolidation (Topic 810): Amendments to the Consolidation Analysis,” to improve targeted areas of the consolidation guidance and reduce the number of consolidation models. The Company may either apply the amendments retrospectively or use a modified retrospective approach. ASU 2015-02 is effective for interim and annual periods beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. Adoption of this guidance is not expected to have a significant effect on the Company’s consolidated financial statements.
In April 2015, the FASB issued ASU 2015-03, “ Interest- Imputation of Interest (Subtopic 835-30) .” This update simplifies the presentation of debt issuance costs and requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. ASU 2015-03 did not address presentation or subsequent measurement of debt issuance costs related to line-of-credit arrangements. In August 2015, the FASB issued ASU 2015-15, which would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratable over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. ASU 2015-03 becomes effective for interim and annual periods beginning on or after December 15, 2015. Adoption of ASU 2015-03 is not expected to have a significant impact on the Company’s consolidated financial statements.
In September 2015, the FASB issued ASU 2015-16, “ Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments .” This update simplifies the accounting for adjustments made to provisional amounts recognized in a business combination by eliminating the requirement to retrospectively account for those adjustments. Those adjustments will be recognized to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. An entity is required to present separately on the face of the income statement or disclose in the notes the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. ASU 2015-16 becomes effective for interim and annual periods beginning on or after December 15, 2015. Adoption of ASU 2015-16 is not expected to have a significant impact on the Company’s consolidated financial statements.
In November 2015, the FASB issued ASU 2015-17, “ Income Taxes (Topic 740 ): Balance Sheet Classification of Deferred Taxes”. This update simplifies the presentation of deferred income taxes by classifying deferred tax liabilities and assets as noncurrent in a classified statement of financial position. ASU 2015-17 becomes effective for interim and annual periods beginning on or after December 15, 2016. Adoption of ASU 2015-17 is not expected to have a significant impact on the Company’s consolidated financial statements.
In January 2016, the FASB issued ASU 2016-01, “ Financial Instruments-Overall ( Subt opic 8 25-10 ): Recognition and Measurement of Financial Assets and Financial Liabilities .” This update requires an entity to measure equity investments with readily determinable fair values at fair value with changes in fair value recognized in net income. Equity investment without readily determinable fair values will be measured at fair value either upon the occurrence of an observable price change or upon identification of an impairment and any amount by which the carrying value exceeding the fair value will be recognized as an impairment in net income. This updates requires also an entity to disclose fair value of financial instruments measured at amortized cost on the balance sheet to measure that fair value using the exit price option. In addition, this updates requires separate presentation in comprehensive income for changes in the fair value of a liability and in balance sheet by measurement category and form of financial asset. ASU 2016-01 becomes effective for interim and annual periods beginning on or after December 15, 2017. Adoption of ASU 2016-01 is not expected to have a significant impact on the Company’s consolidated financial statements.
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS –(Continued)
2 . Acquisition
On July 31, 2015 the Company completed the acquisition of New York-based Asia Bancshares, Inc., parent of Asia Bank. Asia Bank operated three branch locations in New York City and one branch location in the state of Maryland. The acquisition allowed the Company to expand its number of branches in New York City and to enter the state of Maryland. The purchase consideration consisted of fifty-five percent in Bancorp stock and forty-five percent in cash. The fair value of the consideration was $139.9 million, which consisted of 2,580,359 shares of Bancorp common stock valued at $82.9 million at the date of acquisition and $57.0 million in cash.
Goodwill from the acquisition represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired and is not deductible for tax purposes. As a result of the business combination, the Company recorded goodwill of $55.8 million.
The assets and liabilities, both tangible and intangible, were recorded at their estimated fair values as of the July 31, 2015 acquisition date. The assets acquired and liabilities assumed have been accounted for under the acquisition method of accounting. We have included the financial results of the business combinations in the condensed consolidated statement of income beginning on the acquisition date.
The fair value of the assets and the liabilities acquired as of July 31, 2015 are shown below:
Asia Bancshares, Inc |
||||
Assets acquired: |
||||
Cash and cash equivalents |
$ | 63,579 | ||
Securities available-for-sale |
2,370 | |||
Loans |
419,219 | |||
Premises and equipment |
13,291 | |||
Other real estate owned |
3,048 | |||
Goodwill |
55,849 | |||
Core deposit intangible |
1,302 | |||
Accrued interest receivable and other assets |
2,884 | |||
Total assets acquired |
561,542 | |||
Liabilities assumed: |
||||
Deposits |
420,623 | |||
Accrued interest payable and other liabilities |
1,056 | |||
Total liabilities assumed |
421,679 | |||
Net assets acquired |
$ | 139,863 | ||
Cash paid |
$ | 57,006 | ||
Fair value of common stock issued |
82,857 | |||
Total consideration paid |
$ | 139,863 |
3 . Cash and Cash Equivalents
The Company manages its cash and cash equivalents, which consist of cash on hand, amounts due from banks, federal funds sold, and short-term investments with original maturity of three months or less, based upon the Company’s operating, investment, and financing activities. For the purpose of reporting cash flows, these same accounts are included in cash and cash equivalents.
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS –(Continued)
The Company is required to maintain reserves with the Federal Reserve Bank. Reserve requirements are based on a percentage of deposit liabilities. The average reserve balances required were $138,000 for 2015 and zero for 2014 . The average excess balance with Federal Reserve Bank was $163.3 million in 2015 and $170.1 million in 2014. At December 31, 2015, the Bancorp had $7.9 million on deposit in a cash margin account that serves as collateral for the Bancorp’s interest rate swaps.
4. |
Investment Securities |
Investment Securities. The following tables reflect the amortized cost, gross unrealized gains, gross unrealized losses , and fair values of investment securities as of December 31, 2015 , and December 31, 2014:
As of December 31, 2015 |
||||||||||||||||
Amortized Cost |
Gross Unrealized Gains |
Gross Unrealized
Losses
|
Fair Value |
|||||||||||||
(In thousands) |
||||||||||||||||
Securities Available-for-Sale |
||||||||||||||||
U.S. treasury securities |
$ | 284,678 | $ | 5 | $ | 395 | 284,288 | |||||||||
U.S. government sponsored entities |
150,000 | - | 1,840 | 148,160 | ||||||||||||
Mortgage-backed securities |
1,073,108 | 560 | 11,399 | 1,062,269 | ||||||||||||
Collateralized mortgage obligations |
63 | - | 27 | 36 | ||||||||||||
Corporate debt securities |
74,955 | 425 | 1,525 | 73,855 | ||||||||||||
Mutual funds |
6,000 | - | 167 | 5,833 | ||||||||||||
Preferred stock of government sponsored entities |
2,811 | 633 | 228 | 3,216 | ||||||||||||
Other equity securities |
4,108 | 4,929 | 342 | 8,695 | ||||||||||||
Total securities available-for-sale |
$ | 1,595,723 | $ | 6,552 | $ | 15,923 | $ | 1,586,352 |
As of December 31, 2014 |
||||||||||||||||
Amortized Cost |
Gross Unrealized
Gains
|
Gross Unrealized
Losses
|
Fair Value |
|||||||||||||
(In thousands) |
||||||||||||||||
Securities Available-for-Sale |
||||||||||||||||
U.S. treasury securities |
$ | 664,206 | $ | 63 | $ | 265 | 664,004 | |||||||||
Mortgage-backed securities |
549,296 | 1,393 | 6,386 | 544,303 | ||||||||||||
Collateralized mortgage obligations |
79 | - | 34 | 45 | ||||||||||||
Corporate debt securities |
94,943 | 776 | 1,247 | 94,472 | ||||||||||||
Mutual funds |
6,000 | 134 | 5,866 | |||||||||||||
Preferred stock of government sponsored entities |
6,276 | 681 | 3,733 | 3,224 | ||||||||||||
Other equity securities |
3,608 | 3,413 | 7,021 | |||||||||||||
Total securities available-for-sale |
$ | 1,324,408 | $ | 6,326 | $ | 11,799 | $ | 1,318,935 |
The amortized cost and fair value of investment securities at December 31, 2015, by contractual maturities are shown below. Actual maturities may differ from contractual maturities because borrowers may have the right to call or repay obligations with or without call or repayment penalties.
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS –(Continued)
Securities Available-for-Sale |
||||||||
Amortized Cost |
Fair Value |
|||||||
(In thousands) |
||||||||
Due in one year or less |
$ | 184,963 | $ | 184,956 | ||||
Due after one year through five years |
135,698 | 135,924 | ||||||
Due after five years through ten years |
195,539 | 192,291 | ||||||
Due after ten years (1) |
1,079,523 | 1,073,181 | ||||||
Total |
$ | 1,595,723 | $ | 1,586,352 |
(1) Equity securities are reported in this category |
Proceeds from sales of mortgage-backed securities were $648.0 million and from repayments, maturities and calls of mortgage-backed securities were $101.2 million during 2015 compared to proceeds from sales of $698.5 million and proceeds of $69.7 million from repayments, maturities, and calls during 2014. Proceeds from sales of other investment securities were $385.2 million during 2015 compared to $160.5 million during 2014. Proceeds from maturities and calls of other investment securities were $165.0 during 2015 compared to $585.8 million during 2014. In 2015, gains of $2.4 million and losses of $1.9 million were realized on sales and calls of investment securities compared with gains of $18.0 million and losses of $10.5 million realized in 2014. In 2015, the Company recorded investment securities write-downs of $3.9 million compared to $0.8 million in 2014.
The temporarily impaired securities represent 92.0% of the fair value of investment securities as of December 31, 2015. Unrealized losses for securities with unrealized losses for less than twelve months represent 1.0%, and securities with unrealized losses for twelve months or more represent 3.3%, of the historical cost of these securities. Unrealized losses on these securities generally resulted from increases in interest rates or spreads subsequent to the date that these securities were purchased. At December 31, 2015, 7 issues of securities had unrealized losses for 12 months or longer and 47 issues of securities had unrealized losses of less than 12 months.
Total unrealized losses of $15.9 million at December 31, 2015, were primarily caused by increases in interest rates subsequent to the date that these securities were purchased or caused by the widening of credit and liquidity spreads since the dates of acquisition. The contractual terms of those investments do not permit the issuers to settle the security at a price less than the amortized cost of the investment.
At December 31, 2015, management believed the impairment was temporary and, accordingly, no impairment loss on debt securities has been recognized in our condensed consolidated statements of operations. The Company expects to recover the amortized cost basis of its debt securities, and has no intent to sell and believes it is more likely than not that it will not be required to sell available-for-sale debt securities that have declined below their cost before their anticipated recovery.
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS –(Continued)
The tables below show the fair value and unrealized losses of the temporarily impaired securities in our investment securities portfolio as of December 31, 2015, and December 31, 2014:
As of December 15, 2015 | ||||||||||||||||||||||||||||||||||||
Temporarily Impaired Securities |
||||||||||||||||||||||||||||||||||||
Less than 12 months |
12 months or longer |
Total |
||||||||||||||||||||||||||||||||||
Fair Value |
Unrealized Losses |
No. of Issuances |
Fair Value |
Unrealized Losses |
No. of Issuances |
Fair Value |
Unrealized Losses |
No. of Issuances |
||||||||||||||||||||||||||||
(Dollars in thousands) |
||||||||||||||||||||||||||||||||||||
Securities Available-for-Sale |
||||||||||||||||||||||||||||||||||||
U.S. treasury securities |
$ | 224,289 | $ | 395 | 5 | $ | - | $ | - | - | $ | 224,289 | $ | 395 | 5 | |||||||||||||||||||||
U.S. government sponsored entities |
148,160 | 1,840 | 3 | - | - | - | 148,160 | 1,840 | 3 | |||||||||||||||||||||||||||
Mortgage-backed securities |
1,025,342 | 11,398 | 35 | 6 | 1 | 2 | 1,025,348 | 11,399 | 37 | |||||||||||||||||||||||||||
Collateralized mortgage obligations |
- | - | - | 36 | 27 | 1 | 36 | 27 | 1 | |||||||||||||||||||||||||||
Corporate debt securities |
9,950 | 50 | 1 | 43,525 | 1,475 | 3 | 53,475 | 1,525 | 4 | |||||||||||||||||||||||||||
Mutual funds |
- | - | - | 5,833 | 167 | 1 | 5,833 | 167 | 1 | |||||||||||||||||||||||||||
Preferred stock of government sponsored entities |
2,488 | 228 | 2 | - | - | - | 2,488 | 228 | 2 | |||||||||||||||||||||||||||
Other equity securities |
158 | 342 | 1 | - | - | - | 158 | 342 | 1 | |||||||||||||||||||||||||||
Total securities available-for-sale |
$ | 1,410,387 | $ | 14,253 | 47 | $ | 49,400 | $ | 1,670 | 7 | $ | 1,459,787 | $ | 15,923 | 54 |
As of December 31, 2014 |
||||||||||||||||||||||||||||||||||||
Temporarily Impaired Securities |
||||||||||||||||||||||||||||||||||||
Less than 12 months |
12 months or longer |
Total |
||||||||||||||||||||||||||||||||||
Fair Value |
Unrealized Losses |
No. of Issuances |
Fair Value |
Unrealized Losses |
No. of Issuances |
Fair Value |
Unrealized Losses |
No. of Issuances |
||||||||||||||||||||||||||||
(Dollars in thousands) |
||||||||||||||||||||||||||||||||||||
Securities Available-for-Sale |
||||||||||||||||||||||||||||||||||||
U.S. treasury securities |
$ | 374,153 | $ | 265 | 6 | $ | - | $ | - | - | $ | 374,153 | $ | 265 | 6 | |||||||||||||||||||||
Mortgage-backed securities |
- | - | - | 425,090 | 6,386 | 16 | 425,090 | 6,386 | 16 | |||||||||||||||||||||||||||
Collateralized mortgage obligations |
- | - | - | 45 | 34 | 1 | 45 | 34 | 1 | |||||||||||||||||||||||||||
Corporate debt securities |
- | - | - | 63,753 | 1,247 | 4 | 63,753 | 1,247 | 4 | |||||||||||||||||||||||||||
Mutual funds |
- | - | - | 5,866 | 134 | 1 | 5,866 | 134 | 1 | |||||||||||||||||||||||||||
Preferred stock of government sponsored entities |
2,448 | 3,733 | 2 | - | - | - | 2,448 | 3,733 | 2 | |||||||||||||||||||||||||||
Total securities available-for-sale |
$ | 376,601 | $ | 3,998 | 8 | $ | 494,754 | $ | 7,801 | 22 | $ | 871,355 | $ | 11,799 | 30 |
Investment securities having a carrying value of $449.6 million at December 31, 2015, and $591.3 million at December 31, 2014, were pledged to secure public deposits, other borrowings, treasury tax and loan, Federal Home Loan Bank advances , securities sold under agreements to repurchase, and foreign exchange transactions.
5 . Loans
Most of the Company’s business activity is predominately with Asian customers located in Southern and Northern California; New York City; Houston and Dallas, Texas; Seattle, Washington; Boston, Massachusetts; Chicago, Illinois; Edison, New Jersey; Rockville, Maryland; Nevada; and Hong Kong . The Company has no specific industry concentration, and generally its loans are collateralized with real property or other pledged collateral of the borrowers. Loans are generally expected to be paid off from the operating profits of the borrowers, refinancing by another lender, or through sale by the borrowers of the secured collateral.
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS –(Continued)
The components of loans in the Consolidated Balance Sheets as of December 31, 2015, and December 31, 2014, were as follows:
As of December 31, |
||||||||
2015 |
2014 |
|||||||
(In thousands) |
||||||||
Type of Loans: |
||||||||
Commercial loans |
$ | 2,316,863 | $ | 2,382,493 | ||||
Real estate construction loans |
441,543 | 298,654 | ||||||
Commercial mortgage loans |
5,301,218 | 4,486,443 | ||||||
Residential mortgage loans |
1,932,355 | 1,570,059 | ||||||
Equity lines |
168,980 | 172,879 | ||||||
Installment and other loans |
2,493 | 3,552 | ||||||
Gross loans |
10,163,452 | 8,914,080 | ||||||
Less: |
||||||||
Allowance for loan losses |
(138,963 | ) | (161,420 | ) | ||||
Unamortized deferred loan fees |
(8,262 | ) | (12,392 | ) | ||||
Total loans and leases, net |
$ | 10,016,227 | $ | 8,740,268 | ||||
Loans held for sale |
$ | 6,676 | $ | 973 |
The Company pledged real estate loans of $6.8 billion at December 31, 2015 , and $3.8 billion at December 31, 2014, to the Federal Home Loan Bank of San Francisco under its blanket lien pledging program. In addition, the Bank pledged $71.3 million at December 31, 2015, and $127.2 million at December 31, 2014, of its commercial loans to the Federal Reserve Bank’s Discount Window under the Borrower-in-Custody program.
Loans serviced for others as of December 31, 2015, totaled $356.7 million and were comprised of $138.0 million of residential mortgages, $90.9 million of commercial real estate loans, $77.3 million of construction loans, and $50.5 million of commercial loans.
The Company has entered into transactions with its directors, executive officers, or principal holders of its equity securities, or the associates of such persons (“Related Parties”). Such transactions were made in the ordinary course of business on substantially the same terms and conditions, including interest rates and collateral, as those prevailing at the same time for comparable transactions with customers who are not related parties. In management’s opinion, these transactions did not involve more than normal credit risk or present other unfavorable features. All loans to Related Parties were current as of December 31, 2015. An analysis of the activity with respect to loans to Related Parties for the years indicated is as follows:
December 31, |
||||||||
2015 |
2014 |
|||||||
(In thousands) |
||||||||
Balance at beginning of year |
$ | 83,812 | $ | 126,985 | ||||
Additional loans made |
54,975 | 76,610 | ||||||
Payment received |
(47,167 | ) | (119,783 | ) | ||||
Balance at end of year |
$ | 91,620 | $ | 83,812 |
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS –(Continued)
At December 31, 2015, recorded investment in impaired loans totaled $133.8 million and was comprised of nonaccrual loans, excluding loans held for sale, of $52.1 million and accruing TDR’s of $81.7 million. At December 31, 2014, recorded investment in impaired loans totaled $174.5 million and was comprised of nonaccrual loans, excluding loans held for sale, of $70.2 million and accruing TDR’s of $104.3 million. The average balance of impaired loans was $162.9 million in 2015 and $190.2 million in 2014. We considered all non-accrual loans and troubled debt restructurings ("TDR") to be impaired. Interest recognized on impaired loans totaled $4.0 million in 2015 and $5.3 million in 2014 . The Bank recognizes interest income on impaired loans based on its existing method of recognizing interest income on non-accrual loans except accruing TDRs. For impaired loans, the amounts previously charged off represent 22.4% at December 31, 2015, and 17.1% at December 31, 2014, of the contractual balances for impaired loans. The following table presents impaired loans and the related allowance as of the dates indicated:
Impaired Loans |
||||||||||||||||||||||||
As of December 31, 2015 |
As of December 31, 2014 |
|||||||||||||||||||||||
Unpaid Principal Balance |
Recorded Investment |
Allowance |
Unpaid Principal Balance |
Recorded Investment |
Allowance |
|||||||||||||||||||
(In thousands) |
||||||||||||||||||||||||
With no allocated allowance |
||||||||||||||||||||||||
Commercial loans |
$ | 15,493 | $ | 6,721 | $ | - | $ | 19,479 | $ | 18,452 | $ | - | ||||||||||||
Real estate construction loans |
51,290 | 22,002 | - | 32,924 | 17,025 | - | ||||||||||||||||||
Commercial mortgage loans |
59,954 | 54,625 | - | 77,474 | 75,172 | - | ||||||||||||||||||
Residential mortgage and equity lines |
3,233 | 3,026 | - | 2,518 | 2,518 | - | ||||||||||||||||||
Subtotal |
$ | 129,970 | $ | 86,374 | $ | - | $ | 132,395 | $ | 113,167 | $ | - | ||||||||||||
With allocated allowance |
||||||||||||||||||||||||
Commercial loans |
$ | 7,757 | $ | 6,847 | $ | 530 | $ | 7,003 | $ | 5,037 | $ | 1,263 | ||||||||||||
Real estate construction loans |
- | - | - | 19,006 | 8,703 | 1,077 | ||||||||||||||||||
Commercial mortgage loans |
28,258 | 27,152 | 6,792 | 38,197 | 34,022 | 8,993 | ||||||||||||||||||
Residential mortgage and equity lines |
14,383 | 13,437 | 427 | 14,019 | 13,590 | 465 | ||||||||||||||||||
Subtotal |
$ | 50,398 | $ | 47,436 | $ | 7,749 | $ | 78,225 | $ | 61,352 | $ | 11,798 | ||||||||||||
Total impaired loans |
$ | 180,368 | $ | 133,810 | $ | 7,749 | $ | 210,620 | $ | 174,519 | $ | 11,798 |
The following table presents the average balance and interest income recognized related to impaired loans for the periods indicated:
For the year ended December 31, |
||||||||||||||||||||||||
2015 |
2014 |
2013 |
2015 |
2014 |
2013 |
|||||||||||||||||||
Average Recorded Investment |
Interest Income Recognized |
|||||||||||||||||||||||
(In thousands) |
||||||||||||||||||||||||
Commercial loans |
$ | 23,960 | $ | 26,128 | $ | 27,123 | $ | 546 | $ | 878 | $ | 770 | ||||||||||||
Real estate construction loans |
22,066 | 32,439 | 37,875 | 261 | 264 | 284 | ||||||||||||||||||
Commercial mortgage loans |
100,118 | 114,248 | 138,121 | 2,708 | 3,735 | 4,256 | ||||||||||||||||||
Residential mortgage and equity lines |
16,801 | 17,411 | 18,033 | 482 | 462 | 289 | ||||||||||||||||||
Subtotal |
$ | 162,945 | $ | 190,226 | $ | 221,152 | $ | 3,997 | $ | 5,339 | $ | 5,599 |
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS –(Continued)
The following is a summary of non-accrual loans as of December 31, 2015, 2014, and 2013 and the related net interest foregone for the years then ended:
2015 |
2014 |
2013 |
||||||||||
(In thousands) |
||||||||||||
Non-accrual portfolio loans |
$ | 52,130 | $ | 70,163 | $ | 83,183 | ||||||
Non-accrual loans held-for-sale |
5,944 | 973 | - | |||||||||
Total non-accrual loans |
$ | 58,074 | $ | 71,136 | $ | 83,183 | ||||||
Contractual interest due |
$ | 5,732 | $ | 6,663 | $ | 5,851 | ||||||
Interest recognized |
119 | 217 | 22 | |||||||||
Net interest foregone |
$ | 5,613 | $ | 6,446 | $ | 5,829 |
The following tables present the aging of the loan portfolio by type as of December 31, 2015, and December 31, 2014:
As of December 31, 2015 |
||||||||||||||||||||||||||||
30-59 Days Past Due |
60-89 Days Past Due |
Greater than 90 Days Past Due |
Non-accrual Loans |
Total Past Due |
Loans Not Past Due |
Total |
||||||||||||||||||||||
|
(In thousands) |
|||||||||||||||||||||||||||
Type of Loans: | ||||||||||||||||||||||||||||
Commercial loans |
$ | 8,367 | $ | 221 | $ | - | $ | 3,545 | $ | 12,133 | $ | 2,304,730 | $ | 2,316,863 | ||||||||||||||
Real estate construction loans |
7,285 | - | - | 16,306 | 23,591 | 417,952 | 441,543 | |||||||||||||||||||||
Commercial mortgage loans |
2,243 | 2,223 | - | 25,231 | 29,697 | 5,271,521 | 5,301,218 | |||||||||||||||||||||
Residential mortgage loans |
4,959 | 1,038 | - | 7,048 | 13,045 | 2,088,290 | 2,101,335 | |||||||||||||||||||||
Installment and other loans |
- | - | - | - | 2,493 | 2,493 | ||||||||||||||||||||||
Total loans |
$ | 22,854 | $ | 3,482 | $ | - | $ | 52,130 | $ | 78,466 | $ | 10,084,986 | $ | 10,163,452 |
As of December 31, 2014 |
||||||||||||||||||||||||||||
30-59 Days Past Due |
60-89 Days Past Due |
Greater than 90 Days Past Due |
Non-accrual Loans |
Total Past Due |
Loans Not Past Due |
Total |
||||||||||||||||||||||
|
(In thousands) |
|||||||||||||||||||||||||||
Type of Loans: | ||||||||||||||||||||||||||||
Commercial loans |
$ | 11,595 | $ | 1,238 | $ | - | $ | 6,983 | $ | 19,816 | $ | 2,362,677 | $ | 2,382,493 | ||||||||||||||
Real estate construction loans |
1,416 | - | - | 19,963 | 21,379 | 277,275 | 298,654 | |||||||||||||||||||||
Commercial mortgage loans |
17,654 | 3,909 | - | 35,606 | 57,169 | 4,429,274 | 4,486,443 | |||||||||||||||||||||
Residential mortgage loans |
5,634 | 732 | - | 7,611 | 13,977 | 1,728,961 | 1,742,938 | |||||||||||||||||||||
Installment and other loans |
60 | - | - | - | 60 | 3,492 | 3,552 | |||||||||||||||||||||
Total loans |
$ | 36,359 | $ | 5,879 | $ | - | $ | 70,163 | $ | 112,401 | $ | 8,801,679 | $ | 8,914,080 |
The determination of the amount of the allowance for credit losses for problem loans is based on management’s current judgment about the credit quality of the loan portfolio and takes into consideration known relevant internal and external factors that affect collectability when determining the appropriate level for the allowance for credit losses. The nature of the process by which the Bank determines the appropriate allowance for credit losses requires the exercise of considerable judgment. This allowance evaluation process is also applied to TDRs since TDRs are considered to be impaired loans.
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS –(Continued)
At December 31, 2015, accruing TDRs were $81.7 million and non-accrual TDRs were $39.9 million compared to accruing TDRs of $104.3 million and non-accrual TDRs of $41.6 million at December 31, 2014. The Company has allocated specific reserves of $5.4 million to non-accrual TDRs and $2.0 million to accruing TDRs at December 31, 2015, and $6.5 million to accruing TDRs and $4.9 million to non-accrual TDRs at December 31, 2014. The following table presents TDRs that were modified during 2015, their specific reserve at December 31, 2015, and charge-offs during 2015:
No. of Contracts |
Pre-Modification Outstanding Recorded Investment |
Post-Modification Outstanding Recorded Investment |
Specific Reserve |
Charge-offs |
||||||||||||||||
(Dollars in thousands) |
||||||||||||||||||||
Commercial loans |
3 | $ | 1,181 | $ | 1,181 | $ | 2 | $ | - | |||||||||||
Commercial mortgage loans |
20 | 17,204 | 17,204 | 708 | - | |||||||||||||||
Residential mortgage and equity lines |
5 | 1,521 | 1,374 | 42 | 148 | |||||||||||||||
Total |
28 | $ | 19,906 | $ | 19,759 | $ | 752 | $ | 148 |
The following table presents TDRs that were modified during 2014, their specific reserve at December 31, 2014, and charge-offs during 2014:
No. of Contracts |
Pre-Modification Outstanding Recorded Investment |
Post-Modification Outstanding Recorded Investment |
Specific Reserve |
Charge-offs |
||||||||||||||||
(Dollars in thousands) |
||||||||||||||||||||
Commercial loans |
4 | $ | 10,539 | $ | 10,539 | $ | 21 | $ | - | |||||||||||
Commercial mortgage loans |
3 | 11,817 | 11,817 | 5,550 | - | |||||||||||||||
Residential mortgage and equity lines |
7 | 2,715 | 2,715 | 29 | - | |||||||||||||||
Total |
14 | $ | 25,071 | $ | 25,071 | $ | 5,600 | $ | - |
The following table presents TDRs that were modified during 2013, their specific reserve at December 31, 2013, and charge-offs during 2013:
No. of Contracts |
Pre-Modification Outstanding Recorded Investment |
Post-Modification Outstanding Recorded Investment |
Specific Reserve |
Charge-off |
||||||||||||||||
(Dollars in thousands) |
||||||||||||||||||||
Commercial loans |
9 | $ | 12,026 | $ | 10,860 | $ | 550 | $ | 1,166 | |||||||||||
Commercial mortgage loans |
5 | 13,090 | 13,090 | 329 | - | |||||||||||||||
Residential mortgage and equity lines |
11 | 3,736 | 3,658 | 103 | 78 | |||||||||||||||
Total |
25 | $ | 28,852 | $ | 27,608 | $ | 982 | $ | 1,244 |
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS –(Continued)
A summary of TDRs by type of concession and by type of loans as of December 31, 2015, and December 31, 2014, are shown below:
December 31, 2015 |
||||||||||||||||
Accruing TDRs |
Payment Deferral |
Rate Reduction |
Rate Reduction and Payment Deferral |
Total |
||||||||||||
Commercial loans |
$ | 8,298 | $ | - | $ | 1,726 | $ | 10,024 | ||||||||
Real estate construction loans |
- | - | 5,696 | 5,696 | ||||||||||||
Commercial mortgage loans |
16,701 | 6,045 | 33,800 | 56,546 | ||||||||||||
Residential mortgage loans |
5,201 | 999 | 3,214 | 9,414 | ||||||||||||
Total accruing TDRs |
$ | 30,200 | $ | 7,044 | $ | 44,436 | $ | 81,680 |
December 31, 2015 | ||||||||||||
Non-accrual TDRs |
Payment Deferral |
Rate Reduction and Payment Deferral |
Total |
|||||||||
Commercial loans |
$ | 1,033 | $ | 90 | $ | 1,123 | ||||||
Real estate construction loans |
9,981 | 5,825 | 15,806 | |||||||||
Commercial mortgage loans |
1,544 | 20,362 | 21,906 | |||||||||
Residential mortgage loans |
388 | 700 | 1,088 | |||||||||
Total non-accrual TDRs |
$ | 12,946 | $ | 26,977 | $ | 39,923 |
December 31, 2014 |
||||||||||||||||||||
Accruing TDRs |
Payment Deferral |
Rate Reduction |
Rate Reduction and Forgiveness of Principal |
Rate Reduction and Payment Deferral |
Total |
|||||||||||||||
Commercial loans |
$ | 11,572 | $ | - | $ | - | $ | 4,934 | $ | 16,506 | ||||||||||
Real estate construction loans |
5,765 | - | - | - | 5,765 | |||||||||||||||
Commercial mortgage loans |
20,543 | 26,694 | - | 26,351 | 73,588 | |||||||||||||||
Residential mortgage loans |
3,316 | - | 410 | 4,771 | 8,497 | |||||||||||||||
Total accruing TDRs |
$ | 41,196 | $ | 26,694 | $ | 410 | $ | 36,056 | $ | 104,356 |
December 31, 2014 | ||||||||||||||||
Non-accrual TDRs |
Payment Deferral |
Rate Reduction |
Rate Reduction and Payment Deferral |
Total |
||||||||||||
Commercial loans |
$ | 1,423 | $ | 860 | $ | 1,269 | $ | 3,552 | ||||||||
Real estate construction loans |
- | - | 19,462 | 19,462 | ||||||||||||
Commercial mortgage loans |
15,917 | - | 973 | 16,890 | ||||||||||||
Residential mortgage loans |
1,026 | - | 688 | 1,714 | ||||||||||||
Total non-accrual TDRs |
$ | 18,366 | $ | 860 | $ | 22,392 | $ | 41,618 |
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS –(Continued)
Troubled debt restructurings on accrual status totaled $81.7 million at December 31, 2015, and were comprised of 59 loans, a decrease of $22.7 million, compared to 60 loans totaling $104.4 million at December 31, 2014. TDRs at December 31, 2015, were comprised of 15 non-farm non-residential commercial mortgage loans of $44.9 million , six commercial loans of $10.0 million, 32 single family residential mortgage loans of $9.4 million, one multi-family residential commercial mortgage loan of $6.0 million, four single family residential commercial mortgage loans of $5.7 million, and one construction loan of $5.7 million. We expect that the troubled debt restructuring loans on accruing status as of December 31, 2015, which are all performing in accordance with their restructured terms, will continue to comply with the restructured terms because of the reduced principal or interest payments on these loans. The comparable TDRs at December 31, 2014, were comprised of nine commercial loans of $16.5 million, three hotel loans of $15.7 million, 31 single family residential loans of $13.6 million, two industrial and manufactural use building loans of $12.2 million, two land loans for residential purpose of $10.2 million, four commercial condos loans of $10.1 million, three retail shopping and commercial use building loans of $9.0 million, one multi-family residential loan of $6.1 million, one shopping center construction loan of $5.8 million, three office buildings loans of $3.5 million, and one warehouse loan of $1.6 million . The activity within our TDR loans for 2015, 2014, and 2013 are shown below:
Accruing TDRs |
2015 |
2014 |
2013 |
|||||||||
(In thousands) |
||||||||||||
Beginning balance |
$ | 104,356 | $ | 117,597 | $ | 144,695 | ||||||
New restructurings |
17,752 | 23,740 | 21,382 | |||||||||
Restructured loans restored to accrual status |
723 | 962 | 6,851 | |||||||||
Charge-offs |
(104 | ) | - | (78 | ) | |||||||
Payments |
(30,858 | ) | (13,256 | ) | (52,362 | ) | ||||||
Restructured loans placed on non-accrual |
(10,189 | ) | (24,687 | ) | (2,891 | ) | ||||||
Ending balance |
$ | 81,680 | $ | 104,356 | $ | 117,597 |
Non-accrual TDRs |
2015 |
2014 |
2013 |
|||||||||
(In thousands) |
||||||||||||
Beginning balance |
$ | 41,618 | $ | 38,769 | $ | 47,731 | ||||||
New restructurings |
2,006 | 1,331 | 6,226 | |||||||||
Restructured loans placed on non-accrual |
10,189 | 24,687 | 2,891 | |||||||||
Charge-offs |
(3,246 | ) | (8,937 | ) | (2,124 | ) | ||||||
Payments |
(9,921 | ) | (11,710 | ) | (4,295 | ) | ||||||
Foreclosures |
- | (1,560 | ) | (4,809 | ) | |||||||
Restructured loans restored to accrual status |
(723 | ) | (962 | ) | (6,851 | ) | ||||||
Ending balance |
$ | 39,923 | $ | 41,618 | $ | 38,769 |
A loan is considered to be in payment default once it is 60 to 90 days contractually past due under the modified terms. There were no loans modified as TDRs during the previous twelve months that subsequently defaulted as of December 31, 2015.
Under the Company’s internal underwriting policy, an evaluation is performed of the probability that the borrower will be in payment default on any of its debt in the foreseeable future without the modification in order to determine whether a borrower is experiencing financial difficulty. As of December 31, 2015, there were no commitments to lend additional funds to those borrowers whose loans have been restructured, were considered impaired, or were on non-accrual status.
As part of the on-going monitoring of the credit quality of our loan portfolio, t he Company utilizes a risk grading matrix to assign a risk grade to each loan. Loans are risk rated based on analysis of the current state of the borrower’s credit quality. The analysis of credit quality includes a review of all sources of repayment, the borrower’s current financial and liquidity status and all other relevant information. The risk rating categories can be generally described by the following grouping for non-homogeneous loans:
|
● |
Pass/Watch – These loans range from minimal credit risk to lower than average, but still acceptable, credit risk. |
● | Special Mention – Borrower is fundamentally sound and the loan is currently protected but adverse trends are apparent that , if not corrected, may affect ability to repay. Primary source of loan repayment remains viable but there is increasing reliance on collateral or guarantor support. |
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS –(Continued)
|
● |
Substandard – These loans are inadequately protected by current sound worth, paying capacity or pledged collateral. Well-defined weaknesses exist that could jeopardize repayment of debt. Loss may not be imminent, but if weaknesses are not corrected, there is a good possibility of some loss. |
|
● |
Doubtful – The possibility of loss is extremely high, but due to identifiable and important pending events (which may strengthen the loan) a loss classification is deferred until the situation is better defined. |
|
● |
Loss – These loans are considered uncollectible and of such little value that to continue to carry the loans as an active asset is no longer warranted. |
The following tables present loan portfolio by risk rating as of December 31, 2015, and as of December 31, 2014:
As of December 31, 2015 |
||||||||||||||||||||
Pass/Watch |
Special Mention |
Substandard |
Doubtful |
Total |
||||||||||||||||
(In Thousands) | ||||||||||||||||||||
Commercial loans |
$ | 2,143,270 | $ | 110,338 | $ | 61,297 | $ | 1,958 | $ | 2,316,863 | ||||||||||
Real estate construction loans |
413,765 | 5,776 | 21,502 | 500 | 441,543 | |||||||||||||||
Commercial mortgage loans |
5,018,199 | 155,553 | 118,196 | 9,270 | 5,301,218 | |||||||||||||||
Residential mortgage and equity lines |
2,091,434 | 399 | 9,502 | - | 2,101,335 | |||||||||||||||
Installment and other loans |
2,493 | - | - | - | 2,493 | |||||||||||||||
Total gross loans |
$ | 9,669,161 | $ | 272,066 | $ | 210,497 | $ | 11,728 | $ | 10,163,452 | ||||||||||
Loans held for sale |
$ | 732 | $ | - | $ | 5,944 | $ | - | $ | 6,676 |
As of December 31, 2014 |
||||||||||||||||||||
Pass/Watch |
Special Mention |
Substandard |
Doubtful |
Total |
||||||||||||||||
(In Thousands) | ||||||||||||||||||||
Commercial loans |
$ | 2,260,474 | $ | 47,619 | $ | 72,561 | $ | 1,839 | $ | 2,382,493 | ||||||||||
Real estate construction loans |
272,927 | - | 25,227 | 500 | 298,654 | |||||||||||||||
Commercial mortgage loans |
4,213,453 | 105,970 | 167,020 | - | 4,486,443 | |||||||||||||||
Residential mortgage and equity lines |
1,733,248 | - | 9,690 | - | 1,742,938 | |||||||||||||||
Installment and other loans |
3,552 | - | - | - | 3,552 | |||||||||||||||
Total gross loans |
$ | 8,483,654 | $ | 153,589 | $ | 274,498 | $ | 2,339 | $ | 8,914,080 | ||||||||||
Loans held for sale |
$ | - | $ | - | $ | 973 | $ | - | $ | 973 |
The allowance for loan losses and the reserve for off-balance sheet credit commitments are significant estimates that can and do change based on management’s process in analyzing the loan portfolio and on management’s assumptions about specific borrowers, underlying collateral, and applicable economic and environmental conditions, among other factors.
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS –(Continued)
The following table presents the balance in the allowance for loan losses by portfolio segment and based on impairment method as of December 31, 2015, and as of December 31, 2014.
Commercial Loans |
Real Estate Construction
Loans
|
Commercial Mortgage
Loans
|
Residential Mortgage
and Equity Lines
|
Consumer and Other |
Total |
|||||||||||||||||||
(In thousands) |
||||||||||||||||||||||||
December 31, 2015 |
||||||||||||||||||||||||
Loans individually evaluated for impairment |
||||||||||||||||||||||||
Allowance |
$ | 530 | $ | - | $ | 6,792 | $ | 427 | $ | - | $ | 7,749 | ||||||||||||
Balance |
$ | 13,568 | $ | 22,002 | $ | 81,776 | $ | 16,464 | $ | - | $ | 133,810 | ||||||||||||
Loans collectively evaluated for impairment |
||||||||||||||||||||||||
Allowance |
$ | 55,669 | $ | 22,170 | $ | 42,648 | $ | 10,718 | $ | 9 | $ | 131,214 | ||||||||||||
Balance |
$ | 2,303,295 | $ | 419,541 | $ | 5,219,442 | $ | 2,084,871 | $ | 2,493 | $ | 10,029,642 | ||||||||||||
Total allowance |
$ | 56,199 | $ | 22,170 | $ | 49,440 | $ | 11,145 | $ | 9 | $ | 138,963 | ||||||||||||
Total balance |
$ | 2,316,863 | $ | 441,543 | $ | 5,301,218 | $ | 2,101,335 | $ | 2,493 | $ | 10,163,452 | ||||||||||||
December 31, 2014 |
||||||||||||||||||||||||
Loans individually evaluated for impairment |
||||||||||||||||||||||||
Allowance |
$ | 1,263 | $ | 1,077 | $ | 8,993 | $ | 465 | $ | - | $ | 11,798 | ||||||||||||
Balance |
$ | 23,489 | $ | 25,728 | $ | 109,194 | $ | 16,108 | $ | - | $ | 174,519 | ||||||||||||
Loans collectively evaluated for impairment |
||||||||||||||||||||||||
Allowance |
$ | 46,238 | $ | 26,575 | $ | 65,680 | $ | 11,113 | $ | 16 | $ | 149,622 | ||||||||||||
Balance |
$ | 2,359,004 | $ | 272,926 | $ | 4,377,249 | $ | 1,726,830 | $ | 3,552 | $ | 8,739,561 | ||||||||||||
Total allowance |
$ | 47,501 | $ | 27,652 | $ | 74,673 | $ | 11,578 | $ | 16 | $ | 161,420 | ||||||||||||
Total balance |
$ | 2,382,493 | $ | 298,654 | $ | 4,486,443 | $ | 1,742,938 | $ | 3,552 | $ | 8,914,080 |
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS –(Continued)
The following table details activity in the allowance for loan losses by portfolio segment for the years ended December 31, 2015 and 2014. Allocation of a portion of the allowance to one category of loans does not preclude its availability to absorb losses in other categories.
Commercial Loans |
Real Estate Construction
Loans
|
Commercial Mortgage
Loans
|
Residential Mortgage
and Equity Lines
|
Installment and Other
Loans
|
Total |
|||||||||||||||||||
(In thousands) |
||||||||||||||||||||||||
2014 Beginning Balance |
$ | 65,103 | $ | 11,999 | $ | 84,753 | $ | 12,005 | $ | 29 | $ | 173,889 | ||||||||||||
Provision/(reversal) for possible loan losses |
(22,244 | ) | 19,853 | (8,197 | ) | (558 | ) | (26 | ) | (11,172 | ) | |||||||||||||
Charge-offs |
(7,875 | ) | (6,747 | ) | (7,458 | ) | (155 | ) | - | (22,235 | ) | |||||||||||||
Recoveries |
12,517 | 2,547 | 5,575 | 286 | 13 | 20,938 | ||||||||||||||||||
Net Recoveries/(Charge-offs |
4,642 | (4,200 | ) | (1,883 | ) | 131 | 13 | (1,297 | ) | |||||||||||||||
2014 Ending Balance |
$ | 47,501 | $ | 27,652 | $ | 74,673 | $ | 11,578 | $ | 16 | $ | 161,420 | ||||||||||||
Reserve to impaired loans |
$ | 1,263 | $ | 1,077 | $ | 8,993 | $ | 465 | $ | - | $ | 11,798 | ||||||||||||
Reserve to non-impaired loans |
$ | 46,238 | $ | 26,575 | $ | 65,680 | $ | 11,113 | $ | 16 | $ | 149,622 | ||||||||||||
Reserve for off-balance sheet credit commitments |
$ | 923 | $ | 728 | $ | 259 | $ | 39 | $ | - | $ | 1,949 | ||||||||||||
2015 Beginning Balance |
$ | 47,501 | $ | 27,652 | $ | 74,673 | $ | 11,578 | $ | 16 | $ | 161,420 | ||||||||||||
Provision/(reversal) for possible loan losses |
20,505 | (5,684 | ) | (26,035 | ) | (179 | ) | (7 | ) | (11,400 | ) | |||||||||||||
Charge-offs |
(16,426 | ) | - | (3,716 | ) | (285 | ) | - | (20,427 | ) | ||||||||||||||
Recoveries |
4,619 | 202 | 4,518 | 31 | - | 9,370 | ||||||||||||||||||
Net (Charge-offs)/Recoveries |
(11,807 | ) | 202 | 802 | (254 | ) | - | (11,057 | ) | |||||||||||||||
2015 Ending Balance |
$ | 56,199 | $ | 22,170 | $ | 49,440 | $ | 11,145 | $ | 9 | $ | 138,963 | ||||||||||||
Reserve to impaired loans |
$ | 530 | $ | - | $ | 6,792 | $ | 427 | $ | - | $ | 7,749 | ||||||||||||
Reserve to non-impaired loans |
$ | 55,669 | $ | 22,170 | $ | 42,648 | $ | 10,718 | $ | 9 | $ | 131,214 | ||||||||||||
Reserve for off-balance sheet credit commitments |
$ | 810 | $ | 526 | $ | 158 | $ | - | $ | - | $ | 1,494 |
An analysis of the activity in the allowance for credit losses for the years ended December 31, 2015, 2014, and 2013 is as follows:
December 31, |
||||||||||||
2015 |
2014 |
2013 |
||||||||||
|
(In thousands) |
|||||||||||
Allowance for Loan Losses | ||||||||||||
Balance at beginning of year |
$ | 161,420 | $ | 173,889 | $ | 183,322 | ||||||
Reversal for credit losses |
(11,400 | ) | (10,800 | ) | (3,000 | ) | ||||||
Transfers to reserve for off-balance sheet credit commitments |
- | (372 | ) | - | ||||||||
Loans charged off |
(20,427 | ) | (22,235 | ) | (20,442 | ) | ||||||
Recoveries of charged off loans |
9,370 | 20,938 | 14,009 | |||||||||
Balance at end of year |
$ | 138,963 | $ | 161,420 | $ | 173,889 | ||||||
Reserve for Off-balance Sheet Credit Commitments |
||||||||||||
Balance at beginning of year |
$ | 1,949 | $ | 1,363 | $ | 1,363 | ||||||
(Reversal)/provision for credit losses and transfers |
(455 | ) | 586 | - | ||||||||
Balance at end of year |
$ | 1,494 | $ | 1,949 | $ | 1,363 |
Residential mortgage loans in process of formal foreclosure proceedings were $2.0 million at December 31, 2015, compared to $2.3 million at December 31, 2014 .
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS –(Continued)
6 . Other Real Estate Owned
At December 31, 2015, the net carrying value of other real estate owned (“OREO”) decreased $6.8 million, or 21.5%, to $24.7 million from $31.5 million at December 31, 2014. OREO located in Texas was $14.6 million and was comprised of three parcels of land zoned for commercial purpose of $12.3 million, one medical office building of $1.6 million, and a retail store of $761,000. OREO located in the state of New York were comprised of two residential properties of $5.7 million. OREO located in Illinois was $2.9 million and was comprised of two multi-family residential properties of $2.4 million, two office and commercial buildings of $320,000, and a residential property of $153,000. OREO located in California was $891,000 and was comprised primarily of one residential construction project of $414,000 and two parcels of land zoned for commercial purpose of $478,000. OREO located in the state of Washington was an office and commercial use building of $635,000.
For 2014, OREO located in California was $4.1 million and was comprised primarily of one residential property of $2.0 million, four commercial use buildings of $1.2 million, one residential construction project of $526,000, one parcel of land zoned for residential purpose of $243,000, and one parcel of land zoned for commercial purpose of $235,000. OREO located in Texas was $15.7 million and was comprised of three parcels of land zoned for commercial purpose of $12.3 million, one medical office building of $1.6 million, a retail store of $761,000, a commercial building construction project of $752,000, and a shopping center of $304,000. OREO located in Illinois was $4.0 million and was comprised of two multi-family residential properties of $3.1 million and an office of $921,000. OREO located in the state of Washington was an office and commercial use building of $3.8 million. OREO located in the state of New York was $3.8 million and was comprised of one residential property of $2.7 million and a retail store of $1.1 million.
An analysis of the activity in the valuation allowance for other real estate losses for the years ended December 31, 2015, 2014, and 2013 is as follows:
Year Ended December 31, |
||||||||||||
2015 |
2014 |
2013 |
||||||||||
(In thousands) |
||||||||||||
Balance, beginning of year |
$ | 2,110 | $ | 13,384 | $ | 19,556 | ||||||
Provision/(Reversal) for losses |
547 | 1,619 | (2,122 | ) | ||||||||
OREO disposal |
(350 | ) | (12,893 | ) | (4,050 | ) | ||||||
Balance, end of year |
$ | 2,307 | $ | 2,110 | $ | 13,384 |
The following table presents the components of other real estate owned expense for the years ended December 31, 2015, 2014, and 2013:
Year Ended December 31, |
||||||||||||
2015 |
2014 |
2013 |
||||||||||
(In thousands) |
||||||||||||
Operating expense |
$ | 665 | $ | 1,142 | $ | 3,680 | ||||||
Provision/(reversal) for losses |
547 | 1,619 | (2,122 | ) | ||||||||
Net gain on transfers and disposals |
(2,012 | ) | (4,065 | ) | (1,793 | ) | ||||||
Total other real estate owned expense |
$ | (800 | ) | $ | (1,304 | ) | $ | (235 | ) |
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS –(Continued)
7 . Investments in Affordable Housing and Alternative Energy Partnerships
The Company has invested in certain limited partnerships that were formed to develop and operate housing for lower-income tenants throughout the United States. The Company’s investments in these partnerships were $172.7 million at December 31, 2015, and $104.6 million at December 31, 2014. In addition, in April 2015, the Company invested in an alternative energy partnership that qualify for energy tax credits.
Investments in affordable housing partnerships, net, were $172.4 million and $104.6 million at December 31, 2015 and 2014, respectively. At December 31, 2015, and December 31, 2014, seven of the limited partnerships in which the Company has an equity interest were determined to be variable interest entities for which the Company is the primary beneficiary. The consolidation of these limited partnerships in the Company’s Consolidated Financial Statements increased total assets and liabilities by $24.3 million at December 31, 2015, and by $24.8 million at December 31, 2014. Other borrowings for affordable housing limited partnerships were $18.6 million at December 31, 2015, and $19.9 million at December 31, 2014; recourse is limited to the assets of the limited partnerships. Unfunded commitments for affordable housing limited partnerships of $85.8 million as of December 31, 2015, and $22.0 million as of December 31, 2014, were recorded under other liabilities.
Each of the partnerships must meet regulatory requirements for affordable housing for a minimum 15-year compliance period to fully utilize the tax credits. If the partnerships cease to qualify during the compliance period, the credits may be denied for any period in which the projects are not in compliance and a portion of the credits previously taken is subject to recapture with interest. The remaining tax credits to be utilized over a multiple-year period are $112.1 million for Federal and $3.3 million for state at December 31, 2015. The Company’s usage of affordable housing and other tax credits approximated $10.1 million in 2015, $10.2 million in 2014, and $9.8 million in 2013. Losses in excess of the Bank’s investment in three limited partnerships have not been recorded in the Company’s Consolidated Financial Statements because the Company had fully satisfied all capital commitments required under the respective limited partnership agreements.
Investment in the alternative energy tax credit partnership, net, was $10.5 million at December 31, 2015. The Company’s usage of energy tax credits approximated $20.9 million in 2015.
8 . Premises and Equipment
Premises and equipment consisted of the following as of December 31, 2015, and December 31, 2014:
As of December 31, |
||||||||
2015 |
2014 |
|||||||
(In thousands) |
||||||||
Land and land improvements |
$ | 42,407 | $ | 33,543 | ||||
Building and building improvements |
78,299 | 74,550 | ||||||
Furniture, fixtures and equipment |
50,378 | 47,936 | ||||||
Leasehold improvement |
14,546 | 14,006 | ||||||
Construction in process |
538 | 54 | ||||||
186,168 | 170,089 | |||||||
Less: Accumulated depreciation/amortization |
77,244 | 70,407 | ||||||
Premises and equipment, net |
$ | 108,924 | $ | 99,682 |
The amount of depreciation/amortization included in operating expense was $7.0 million in 2015, $7.1 million in 2014, and $6.7 million in 2013 .
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS –(Continued)
9. |
Deposits |
The following table displays deposit balances as of December 31, 2015, and December 31, 2014:
As of December 31, |
||||||||
2015 |
2014 |
|||||||
(In thousands) |
||||||||
Demand |
$ | 2,033,048 | $ | 1,664,914 | ||||
NOW accounts |
966,404 | 778,691 | ||||||
Money market accounts |
1,905,719 | 1,538,187 | ||||||
Saving accounts |
618,164 | 533,940 | ||||||
Time deposits |
4,985,752 | 4,267,728 | ||||||
Total |
$ | 10,509,087 | $ | 8,783,460 |
Time deposits outstanding as of December 31, 2015, mature as follows.
Expected Maturity Date at December 31, |
||||||||||||||||||||||||||||
2016 |
2017 |
2018 |
2019 |
2020 |
Thereafter |
Total |
||||||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||||||
Time deposits |
$ | 3,695,164 | $ | 997,735 | $ | 249,147 | $ | 42,788 | $ | 907 | $ | 11 | $ | 4,985,752 |
Accrued interest payable on customer deposits was $3.4 million at December 31, 2015, $2.3 million at December 31, 2014, and $2.0 million at December 31, 2013. The following table summarizes the interest expense on deposits by account type for the years ended December 31, 2015, 2014, and 2013:
Year Ended December 31, |
||||||||||||
2015 |
2014 |
2013 |
||||||||||
(In thousands) |
||||||||||||
Interest bearing demand |
$ | 1,406 | $ | 1,229 | $ | 1,017 | ||||||
Money market accounts |
10,138 | 8,627 | 7,034 | |||||||||
Saving accounts |
901 | 802 | 374 | |||||||||
Time deposits |
39,443 | 35,111 | 31,964 | |||||||||
Total |
$ | 51,888 | $ | 45,769 | $ | 40,389 |
10. |
Borrowed Funds |
Securities Sold under Agreements to Repurchase. Securities sold under agreements to repurchase were $400.0 million with a weighted average rate of 3.89% at December 31, 2015, compared to $450.0 million with a weighted average rate of 3.85% at December 31, 2014. In 2014, the Company prepaid securities sold under agreements to repurchase totaling $100 million with a weighted average rate of 3.5% and incurred prepayment penalties of $3.4 million compared to no repayments in 2015. As of December 31, 2015, four floating-to-fixed rate agreements totaling $200.0 million with weighted average rate of 5.0% and final maturity in January 2017 have initial floating rates for one year, with floating rates of the three-month LIBOR rate minus 340 basis points. Thereafter, the rates are fixed for the remainder of the term, with interest rates ranging from 4.89% to 5.07%. As of December 31, 2015, and December 31, 2014, four fixed rate non-callable securities sold under agreements to repurchase totaled $200.0 million with a weighted average rate of 2.78%. Final maturity for the four fixed rate non-callable securities sold under agreements to repurchase is $50.0 million in August 2016, $50.0 million in July 2017, $50.0 million in June 2018, and $50.0 million in July 2018.
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS –(Continued)
These transactions are accounted for as collateralized financing transactions and recorded at the amounts at which the securities were sold. The Company may have to provide additional collateral for the repurchase agreements, as necessary. The underlying collateral pledged for the repurchase agreements consists of U.S. Treasury securities and mortgage-backed securities with a fair value of $430.2 million as of December 31, 2015, and $516.3 million as of December 31, 2014 .
The table below provides comparative data for securities sold under agreements to repurchase for the years indicated:
2015 |
2014 |
2013 |
||||||||||
(Dollars in thousands) |
||||||||||||
Average amount outstanding during the year (1) |
$ | 400,822 | $ | 629,315 | $ | 972,329 | ||||||
Maximum amount outstanding at month-end (2) |
400,000 | 700,000 | 1,200,000 | |||||||||
Balance, December 31 |
400,000 | 450,000 | 800,000 | |||||||||
Rate, December 31 |
3.89 | % | 3.85 | % | 3.87 | % | ||||||
Weighted average interest rate for the year |
3.95 | % | 3.92 | % | 3.88 | % |
|
(1) |
Average balances were computed using daily averages. |
(2) | Highest month-end balances were January 2015, January 2014, and January 2013. |
As of December 31, 2015, over-night borrowings from the FHLB were $250.0 million at a rate of 0.27% compared to $400.0 million at a rate of 0.27% at December 31, 2014. At December 31, 2015 and 2014, a $25.0 million advance from the FHLB at a rate of 1.13% was outstanding and will mature in March 2018.
Other Liabilities. On November 23, 2004, the Company entered into an agreement with its Chief Executive Officer (“CEO”) pursuant to which the CEO agreed to defer any bonus amounts in excess of $225,000 for the year ended December 31, 2005, until the later of January 1 of the first year following the CEO’s separation from service or the first day of the seventh month following the CEO’s separation from service. Accordingly, an amount equal to $610,000 was deferred in 2004 and was accrued in other liabilities in the consolidated balance sheet. The Company agreed to accrue interest on the deferred portion of the bonus at 7.0% per annum compounded quarterly. The deferred amount will be increased each quarter by the amount of interest computed for that quarter. On November 23, 2014, the interest rate was reset to 5.06% based on 275 basis points above the interest rate on the ten-year Treasury Note on that date. On March 13, 2014, the Compensation Committee of the Company awarded the Company’s CEO a cash bonus in the amount of $300,000 for the quarter ended December 31, 2013, and provided as part of the award that payment of the bonus would be deferred until the later of January 1 of the first year following the CEO’s separation from service or the first day of the seventh month following the CEO’s separation from service. The Company accrues interest on the deferred bonus at 5.02% per annum compounded quarterly. Beginning on the fifth anniversary of the agreement, the interest rate will be reset at 350 basis points above the then prevailing interest rate on the five-year Treasury Note.
Interest of $79,000 during 2015, $93,000 during 2014, and $77,000 during 2013 was accrued on the deferred bonuses. The balance was $1.6 million at December 31, 2015, and $1.5 million at December 31, 2014.
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS –(Continued)
11. |
Capital Resources |
Total equity was $1.75 billion at December 31, 2015, an increase of $144.9 million, or 9.0%, from $1.60 billion at December 31, 2014, primarily due to increases in net income of $161.1 million and equity consideration for the acquisition of Asia Bancshares, Inc. of $82.8 million offset by purchases of treasury stock of $59.4 million and common stock cash dividends of $45.3 million. Under the terms of the acquisition of Asia Bancshares, Inc. which was completed on July 31, 2015, we issued 2.58 million shares of our common stock and paid $57.0 million in cash for all of the issued and outstanding stock of Asia Bancshares. The Company paid cash dividends of $0.56 per common share in 2015 and $0.29 per common share in 2014.
In November 2007, the Board of Directors approved a stock repurchase program for the Company to buy back up to one million shares of our common stock, and 377,500 shares were repurchased during 2007. Repurchases of shares were suspended under this program between 2008 and July 2015. In August 2015, the Company resumed stock repurchases under the November 2007 repurchase program and repurchased the remaining 622,500 shares under the November 2007 repurchase program for $18.1 million, or an average price of $29.08 per share.
On August 31, 2015, the Board of Directors approved a new stock repurchase program to buy back up to two million shares of our common stock. In 2015, the Company repurchased 1,366,750 shares for $41.3 million, or $30.22 per share under the August 2015 repurchase program.
As of December 31, 2015, the Company could repurchase up to 633 ,250 shares of common stock under the August 2015 stock repurchase program, subject to regulatory limitations. The August 2015 stock repurchase program were completed on February 1, 2016 by repurchasing the remaining shares of 633,250 for $17.0 million, or $26.82 per share, in January and February of 2016.
On February 1, 2016, the Board of Directors approved a new stock repurchase program to buy back up to $45.0 million of the Company’s common stock. As of February 16, 2016, the Company repurchased 579,543 shares for $15.8 million, or $27.22 per share, under the February 2016 repurchase program. As of February 16, 2016, the Company may repurchase up to $29.2 million of its common stock under the February 2016 repurchase program.
The Bancorp established three special purpose trusts in 2003 and two in 2007 for the purpose of issuing trust preferred securities to outside investors (“Capital Securities”). The trusts exist for the purpose of issuing the Capital Securities and investing the proceeds thereof, together with proceeds from the purchase of the common securities of the trusts by the Bancorp, in Junior Subordinated Notes issued by the Bancorp. Subject to some limitations, payment of distributions out of the monies held by the trusts and payments on liquidation of the trusts or the redemption of the Capital Securities are guaranteed by the Bancorp to the extent the trusts have funds on hand at such time. The obligations of the Bancorp under the guarantees and the Junior Subordinated Notes are subordinate and junior in right of payment to all indebtedness of the Bancorp and will be structurally subordinated to all liabilities and obligations of the Bancorp’s subsidiaries. The Bancorp has the right to defer payments of interest on the Junior Subordinated Notes at any time or from time to time for a period of up to twenty consecutive quarterly periods with respect to each deferral period. Under the terms of the Junior Subordinated Notes, the Bancorp may not, with certain exceptions, declare or pay any dividends or distributions on its capital stock or purchase or acquire any of its capital stock if the Bancorp has deferred payment of interest on the Junior Subordinated Notes.
The five special purpose trusts are considered variable interest entities. Because the Bancorp is not the primary beneficiary of the trusts, the financial statements of the trusts are not included in the Consolidated Financial Statements of the Company. The Junior Subordinated Notes are currently included in the Tier 1 capital of the Bancorp for regulatory capital purposes. Interest expense, excluding impact of cash flow interest rate swaps entered into during June 2014, on the Junior Subordinated Notes was $3.0 million for 2015, $2.9 million for 2014, and $3.0 million for 2013.
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS –(Continued)
The table below summarizes the outstanding Junior Subordinated Notes issued by the Company to each trust as of December 31, 2015:
Principal |
Not |
Current |
Date of |
Payable/ |
||||||||||||||||
Issuance |
Balance of |
Redeemable |
Stated |
Annualized |
Interest |
Rate |
Distribution |
|||||||||||||
Trust Name |
Date |
Notes |
Until |
Maturity |
Coupon Rate |
Rate |
Change |
Date |
||||||||||||
(Dollars in thousands) |
||||||||||||||||||||
Cathay Capital Trust I |
June 26, |
$ | 20,619 |
June 30, |
June 30, |
3-month |
3.75 | % |
December 30, |
March 30 |
||||||||||
2003 |
2008 |
2033 |
LIBOR |
2015 |
June 30 |
|||||||||||||||
+ 3.15% |
September 30 |
|||||||||||||||||||
December 30 |
||||||||||||||||||||
Cathay StatutoryTrust I |
September 17, |
20,619 |
September 17, |
September 17, |
3-month |
3.53 | % |
December 17, |
March 17 |
|||||||||||
2003 |
2008 |
2033 |
LIBOR |
2015 |
June 17 |
|||||||||||||||
+ 3.00% |
September 17 |
|||||||||||||||||||
December 17 |
||||||||||||||||||||
Cathay Capital Trust II |
December 30, |
12,887 |
March 30, |
March 30, |
3-month |
3.50 | % |
December 30, |
March 30 |
|||||||||||
2003 |
2009 |
2034 |
LIBOR |
2015 |
June 30 |
|||||||||||||||
+ 2.90% |
September 30 |
|||||||||||||||||||
December 30 |
||||||||||||||||||||
Cathay Capital Trust III |
March 28, |
46,392 |
June 15, |
June 15, |
3-month |
1.99 | % |
December 15, |
March 15 |
|||||||||||
2007 |
2012 |
2037 |
LIBOR |
2015 |
June 15 |
|||||||||||||||
+ 1.48% |
September 15 |
|||||||||||||||||||
December 15 |
||||||||||||||||||||
Cathay Capital Trust IV |
May 31, |
18,619 |
September 6, |
September 6, |
3-month |
1.85 | % |
December 7, |
March 6 |
|||||||||||
2007 |
2012 |
2037 |
LIBOR |
2015 |
June 6 |
|||||||||||||||
+ 1.4% |
September 6 |
|||||||||||||||||||
December 6 |
||||||||||||||||||||
Total Junior Subordinated Notes |
$ | 119,136 |
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS –(Continued)
1 2 . Income Taxes
For the years ended December 31, 2015, 2014, and 2013, the current and deferred amounts of the income tax expense are summarized as follows:
Year Ended December 31, |
||||||||||||
2015 |
2014 |
2013 |
||||||||||
(In thousands) |
||||||||||||
Current: |
||||||||||||
Federal |
$ | 31,587 | $ | 36,180 | $ | 62,254 | ||||||
State |
26,396 | 14,481 | 23,295 | |||||||||
Total Current |
$ | 57,983 | $ | 50,661 | $ | 85,549 | ||||||
Deferred: |
||||||||||||
Federal |
3,738 | 23,783 | (11,162 | ) | ||||||||
State |
(1,734 | ) | 7,521 | (3,952 | ) | |||||||
Total Deferred |
$ | 2,004 | $ | 31,304 | $ | (15,114 | ) | |||||
Total income tax expense |
$ | 59,987 | $ | 81,965 | $ | 70,435 |
Temporary differences between the amounts reported in the financial statements and the tax basis of assets and liabilities give rise to deferred taxes. Net deferred tax assets at December 31, 2015, and at December 31, 2014, are included in other assets in the accompanying Consolidated Balance Sheets and are as follows:
As of December 31, |
||||||||
2015 |
2014 |
|||||||
(In thousands) |
||||||||
Deferred Tax Assets |
||||||||
Loan loss allowance, due to differences in computation of bad debts |
$ | 59,639 | $ | 66,999 | ||||
Share-based compensation |
7,513 | 12,808 | ||||||
Accrual for bonuses |
4,984 | 4,585 | ||||||
Non-accrual interest |
4,929 | 3,735 | ||||||
Accrual for litigation |
3,209 | 2,918 | ||||||
Write-down on equity securities and venture capital investments |
3,981 | 2,697 | ||||||
Write-down on other real estate owned |
384 | 1,357 | ||||||
Depreciation and amortization |
2,917 | - | ||||||
State tax |
4,802 | 3,253 | ||||||
Unrealized loss on interest rate swaps |
2,173 | 1,739 | ||||||
Unrealized loss on securities available-for-sale, net |
3,940 | 2,301 | ||||||
Other, net |
1,743 | 2,179 | ||||||
Gross deferred tax assets |
100,214 | 104,571 | ||||||
Deferred Tax Liabilities |
||||||||
Investment in affordable housing partnerships |
(1,444 | ) | (703 | ) | ||||
Basis difference in acquired assets |
(4,947 | ) | (3,321 | ) | ||||
Dividends on Federal Home Loan Bank common stock |
(1,322 | ) | (1,927 | ) | ||||
Other, net |
(1,937 | ) | (2,372 | ) | ||||
Gross deferred tax liabilities |
(9,650 | ) | (8,323 | ) | ||||
Net deferred tax assets |
$ | 90,564 | $ | 96,248 |
Amounts for the current year are based upon estimates and assumptions and could vary from amounts shown on the tax returns as filed.
In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent on the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the projected future taxable income and tax planning strategies in making this assessment. Based upon the level of historical taxable income and projections for future taxable income over the periods in which the deferred tax assets are deductible, management believes it is more likely than not the Company will realize all benefits related to these deductible temporary differences .
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS –(Continued)
The Company had income tax refunds receivables of $28.9 million at December 31, 2015, and $18.1 million at December 31, 2014. These income tax receivables are included in other assets in the accompanying Consolidated Balance Sheets. At December 31, 2015, the Company had Federal net operating loss carry forwards of approximately $0.3 million which expire through 2022. The Federal net operating loss carry-forwards were acquired in connection with the Company’s acquisition of United Heritage Bank.
At both December 31, 2015 and 2014, there were no unrecognized tax benefits. The Company’s tax returns are open for audits by the Internal Revenue Service back to 2012 and by the California Franchise Tax Board back to 2008. The Company is under audit by the California Franchise Tax Board for the years 2008 to 2011. A s the Company is presently under audit by a number of tax authorities, it is reasonably possible that unrecognized tax benefits could change significantly over the next twelve months. The Company does not expect that any such changes would have a material impact on its annual effective tax rate.
Income tax expense results in effective tax rates that differ from the statutory Federal income tax rate for the years indicated as follows:
2015 |
2014 |
2013 |
||||||||||||||||||||||
(In thousands) |
||||||||||||||||||||||||
Tax provision at Federal statutory rate |
$ | 77,384 | 35.0 | % | $ | 76,928 | 35.0 | % | $ | 67,752 | 35.0 | % | ||||||||||||
State income taxes, net of Federal income tax benefit |
14,656 | 6.6 | 14,324 | 6.6 | 12,573 | 6.5 | ||||||||||||||||||
Interest on obligations of state and political subdivisions, which are exempt from Federal taxation |
- | - | - | - | (348 | ) | (0.2 | ) | ||||||||||||||||
Low income housing and other tax credits |
(30,986 | ) | (14.0 | ) | (10,014 | ) | (4.6 | ) | (10,056 | ) | (5.2 | ) | ||||||||||||
Other, net |
(1,067 | ) | (0.5 | ) | 727 | 0.3 | 514 | 0.3 | ||||||||||||||||
Total income tax expense |
$ | 59,987 | 27.1 | % | $ | 81,965 | 37.3 | % | $ | 70,435 | 36.4 | % |
1 3 . Stockholders’ Equity and Earnings per Share
As a bank holding company, the Bancorp’s ability to pay dividends will depend upon the dividends it receives from the Bank and on the income it may generate from any other activities in which it may engage, either directly or through other subsidiaries.
Under California banking law, the Bank may not, without regulatory approval, pay a cash dividend that exceeds the lesser of the Bank’s retained earnings or its net income for the last three fiscal years, less any cash distributions made during that period. Under this regulation, the amount of retained earnings available for cash dividends to the Company immediately after December 31, 2015, is restricted to approximately $98.4 million.
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS –(Continued)
Activity in accumulated other comprehensive income, net of tax, and reclassification out of accumulated other comprehensive income for the years ended December 31, 2015 , and 2014 was as follows:
2015 |
2014 |
|||||||||||||||||||||||
Pre-tax |
Tax expense/ (Benefit) |
Net-of-tax |
Pre-tax |
Tax expense/ (Benefit) |
Net-of-tax |
|||||||||||||||||||
|
(In thousands) |
|||||||||||||||||||||||
Beginning balance, loss, net of tax | ||||||||||||||||||||||||
Securities available-for-sale |
$ | (3,172 | ) | $ | (29,729 | ) | ||||||||||||||||||
Cash flow hedge derivatives |
(2,397 | ) | - | |||||||||||||||||||||
Total |
$ | (5,569 | ) | $ | (29,729 | ) | ||||||||||||||||||
Net unrealized (losses)/gains arising during the period |
||||||||||||||||||||||||
Securities available-for-sale |
$ | (7,247 | ) | $ | (3,047 | ) | $ | (4,200 | ) | $ | 52,573 | $ | 22,105 | $ | 30,468 | |||||||||
Cash flow hedge derivatives |
(1,032 | ) | (434 | ) | (598 | ) | (4,136 | ) | (1,739 | ) | (2,397 | ) | ||||||||||||
Total |
(8,279 | ) | (3,481 | ) | (4,798 | ) | 48,437 | 20,366 | 28,071 | |||||||||||||||
Reclassification adjustment for net losses/(gains) included in net income |
||||||||||||||||||||||||
Securities available-for-sale |
3,349 | 1,408 | 1,941 | (6,748 | ) | (2,837 | ) | (3,911 | ) | |||||||||||||||
Cash flow hedge derivatives |
- | - | - | - | - | - | ||||||||||||||||||
Total |
3,349 | 1,408 | 1,941 | (6,748 | ) | (2,837 | ) | (3,911 | ) | |||||||||||||||
Total other comprehensive (loss)/income |
||||||||||||||||||||||||
Securities available-for-sale |
(3,898 | ) | (1,639 | ) | (2,259 | ) | 45,825 | 19,268 | 26,557 | |||||||||||||||
Cash flow hedge derivatives |
(1,032 | ) | (434 | ) | (598 | ) | (4,136 | ) | (1,739 | ) | (2,397 | ) | ||||||||||||
Total |
$ | (4,930 | ) | $ | (2,073 | ) | $ | (2,857 | ) | $ | 41,689 | $ | 17,529 | $ | 24,160 | |||||||||
Ending balance, loss, net of tax |
||||||||||||||||||||||||
Securities available-for sale |
$ | (5,431 | ) | $ | (3,172 | ) | ||||||||||||||||||
Cash flow hedge derivatives |
(2,995 | ) | (2,397 | ) | ||||||||||||||||||||
Total |
$ | (8,426 | ) | $ | (5,569 | ) |
The Board of Directors of the Bancorp is authorized to issue preferred stock in one or more series and to fix the voting powers, designations, preferences or other rights of the shares of each such class or series and the qualifications, limitations, and restrictions thereon. Any preferred stock issued by the Bancorp may rank prior to the Bancorp common stock as to dividend rights, liquidation preferences, or both, may have full or limited voting rights, and may be convertible into shares of the Bancorp common stock.
The following is the reconciliation of the numerators and denominators of the basic and diluted earnings per share computations for the years as indicated:
Year Ended December 31, |
||||||||||||||||||||||||||||||||||||
2015 |
2014 |
2013 |
||||||||||||||||||||||||||||||||||
Per |
Per |
Per |
||||||||||||||||||||||||||||||||||
Income |
Shares |
Share |
Income |
Shares |
Share |
Income |
Shares |
Share |
||||||||||||||||||||||||||||
(Numerator) |
(Denominator) |
Amount |
(Numerator) |
(Denominator) |
Amount |
(Numerator) |
(Denominator) |
Amount |
||||||||||||||||||||||||||||
(In thousands, except shares and per share data) |
||||||||||||||||||||||||||||||||||||
Net income |
$ | 161,109 | $ | 137,830 | $ | 123,143 | ||||||||||||||||||||||||||||||
Dividends on preferred stock |
- | - | (9,685 | ) | ||||||||||||||||||||||||||||||||
Basic EPS, income |
$ | 161,109 | 80,563,577 | $ | 2.00 | $ | 137,830 | 79,661,571 | $ | 1.73 | $ | 113,458 | 78,954,898 | $ | 1.44 | |||||||||||||||||||||
Effect of dilutive stock options |
731,219 | 445,324 | 183,085 | |||||||||||||||||||||||||||||||||
Diluted EPS, income |
$ | 161,109 | 81,294,796 | $ | 1.98 | $ | 137,830 | 80,106,895 | $ | 1.72 | $ | 113,458 | 79,137,983 | $ | 1.43 |
Options to purchase an additional 988,569 shares at December 31, 2015 , and 2.0 million shares at December 31, 2014, were not included in the computation of diluted earnings per share because their inclusion would have had an anti-dilutive effect.
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS –(Continued)
1 4 . Commitments and Contingencies
Litigation. The Company is involved in various litigation concerning transactions entered into during the normal course of business. Management, after consultation with legal counsel, does not believe that the resolution of such litigation will have a material effect upon its consolidated financial condition, results of operations , or liquidity taken as a whole.
Lending. In the normal course of business, the Company becomes a party to financial instruments with off-balance sheet risk to meet the financing needs of its customers. These financial instruments include commitments to extend credit in the form of loans or through commercial or standby letters of credit and financial guarantees. Those instruments represent varying degrees of exposure to risk in excess of the amounts included in the accompanying Consolidated Balance Sheets. The contractual or notional amount of these instruments indicates a level of activity associated with a particular class of financial instrument and is not a reflection of the level of expected losses, if any.
The Company’s exposure to credit loss in the event of non-performance by the other party to the financial instrument for commitments to extend credit is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments. Unless noted otherwise, the Company does not require collateral or other security to support financial instruments with credit risk.
Financial instruments for which contract amounts represent the amount of credit risk include the following:
As of December 31, |
||||||||
2015 |
2014 |
|||||||
(In thousands) |
||||||||
Commitments to extend credit |
$ | 1,971,848 | $ | 2,071,766 | ||||
Standby letters of credit |
49,081 | 53,910 | ||||||
Commercial letters of credit |
38,131 | 48,143 | ||||||
Bill of lading guarantees |
454 | 108 | ||||||
Total |
$ | 2,059,514 | $ | 2,173,927 |
Commitments to extend credit are agreements to lend to a customer provided there is no violation of any condition established in the commitment agreement. These commitments generally have fixed expiration dates and are expected to expire without being drawn upon. The total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained if deemed necessary by the Company upon extension of credit is based on management’s credit evaluation of the borrowers.
As of December 31, 2015, the Company does not have fixed-rate or variable-rate commitments with characteristics similar to options, which provide the holder, for a premium paid at inception to the Company, the benefits of favorable movements in the price of an underlying asset or index with limited or no exposure to losses from unfavorable price movements.
As of December 31, 2015, commitments to extend credit of $2.0 billion include commitments to fund fixed rate loans of $87.3 million and adjustable rate loans of $1.9 billion .
Commercial letters of credit and bill of lading guarantees are issued to facilitate domestic and foreign trade transactions while standby letters of credit are issued to make payments on behalf of customers if certain specified future events occur. The credit risk involved in issuing letters of credit and bill of lading guarantees is essentially the same as that involved in making loans to customers.
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS –(Continued)
Leases. The Company is obligated under a number of operating leases for premises and equipment with terms ranging from one to 25 years, many of which provide for periodic adjustment of rentals based on changes in various economic indicators. Rental expense was $9.3 million for 2015, $8.2 million for 2014, and $7.7 million for 2013. The following table shows future minimum payments under operating leases with terms in excess of one year as of December 31, 2015.
Year Ending December 31, |
Commitments |
|||
(In thousands) |
||||
2016 |
$ | 7,887 | ||
2017 |
6,444 | |||
2018 |
4,939 | |||
2019 |
3,209 | |||
2020 |
1,586 | |||
Thereafter |
4,869 | |||
Total minimum lease payments |
$ | 28,934 |
Rental income was $0.3 million for 2015, $0.2 million for 2014, and $ 0.3 million for 2013. The following table shows future rental payments to be received under operating leases with terms in excess of one year as of December 31, 2015:
(In thousands) |
||||
2016 |
$ | 294 | ||
2017 |
171 | |||
2018 |
73 | |||
2019 |
58 | |||
2020 |
15 | |||
Thereafter |
- | |||
Total minimum lease payments to be received |
$ | 611 |
1 5 . Financial Derivatives
The Company does not speculate on the future direction of interest rates. However, the Company enters into financial derivatives in order to seek mitigation of exposure to interest rate risks related to its interest-earning assets and interest-bearing liabilities. These transactions, when properly structured and managed, may provide a hedge against inherent interest rate risk in assets or liabilities and against risk in specific transactions of the Company. In such instances, The Company may protect its position through the purchase or sale of interest rate futures contracts for a specific cash or interest rate risk position. Other hedging transactions may be implemented using interest rate swaps, interest rate caps, floors, financial futures, forward rate agreements, and options on futures or bonds. Prior to considering any hedging activities, the Company seeks to analyze the costs and benefits of the hedge in comparison to other viable alternative strategies. All hedges will require an assessment of basis risk and must be approved by the Bancorp or the Bank’s Investment Committee.
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS –(Continued)
The Company follows ASC Topic 815 that establishes accounting and reporting standards for financial derivatives, including certain financial derivatives embedded in other contracts, and hedging activities. It requires the recognition of all financial derivatives as assets or liabilities in the Company’s consolidated balance sheet and measurement of those financial derivatives at fair value. The accounting treatment of changes in fair value is dependent upon whether or not a financial derivative is designated as a hedge and, if so, the type of hedge. Fair value is determined using third-party models with observable market data. For derivatives designated as cash flow hedges, changes in fair value are recognized in other comprehensive income and are reclassified to earnings when the hedged transaction is reflected in earnings. For derivatives designated as fair value hedges, changes in the fair value of the derivatives are reflected in current earnings, together with changes in the fair value of the related hedged item if there is a highly effective correlation between changes in the fair value of the interest rate swaps and changes in the fair value of the underlying asset or liability that is intended to be hedged. If there is not a highly effective correlation between changes in the fair value of the interest rate swap and changes in the fair value of the underlying asset or liability that is intended to be hedged, then only the changes in the fair value of the interest rate swaps are reflected in the Company’s consolidated financial statements.
In May 2014, Bancorp entered into five interest rate swap contracts in the notional amount of $119.1 million for a period of ten years. The objective of these interest rate swap contracts, which were designated as hedging instruments in cash flow hedges, was to hedge the quarterly interest payments on the Bancorp’s $119.1 million of Junior Subordinated Debentures that had been issued to five trusts, throughout the ten-year period beginning in June 2014 and ending in June 2024, from the risk of variability of these payments resulting from changes in the three-month LIBOR interest rate. The Bancorp pays a weighted average fixed interest rate of 2.61% and receives a variable interest rate of the three-month LIBOR at a weighted average rate of 0.53%. As of December 31, 2015, the notional amount of cash flow interest rate swaps was $119.1 million and their unrealized loss of $3.0 million, net of taxes, was included in other comprehensive income. For the year ended December 31, 2015, the periodic net settlement of interest rate swaps included in interest expense was $2.8 million compared to $1.5 million in 2014. As of December 31, 2015 and 2014, the ineffective portion of these interest rates swaps was not significant.
In 2014 and 2015, the Bank entered into interest rate swap contracts in the notional amount of $347.2 million for various terms from two to eight years. The Bank entered into these interest rate swap contracts that are matched to individual fixed-rate commercial real estate loans in the Bank’s loan portfolio. These contracts have been designated as hedging instruments to hedge the risk of changes in the fair value of the underlying commercial real estate loan due to changes in interest rates. The swap contracts are structured so that the notional amounts reduce over time to match the contractual amortization of the underlying loan and allow prepayments with the same pre-payment penalty amounts as the related loan. The Bank pays a weighted average fixed rate of 4.69% and receives a variable rate at the one month LIBOR rate plus a weighted average spread of 321 basis points, or at a weighted average rate of 3.51%. As of December 31, 2015 and 2014, the notional amount of fair value interest rate swaps was $340.3 million and $181.3 million, respectively, and their unrealized loss of $1.3 million and $489,000, respectively, were included in other non-interest income. The amount of periodic net settlement of interest rate swaps reducing interest income was $3.3 million in 2015 compared to $1.3 million in 2014. As of December 31, 2015 and 2014, the ineffective portion of these interest rate swaps was not significant.
Interest rate swap contracts involve the risk of dealing with institutional derivative counterparties and their ability to meet contractual terms. Institutional counterparties must have a strong credit profile and be approved by the Company’s Board of Directors. The Company’s credit exposure on interest rate swaps is limited to the net favorable value and interest payments of all swaps by each counterparty. Credit exposure may be reduced by the amount of collateral pledged by the counterparty. Bancorp’s interest rate swaps have been assigned by the counterparties to a derivatives clearing organization and daily margin is indirectly maintained with the derivatives clearing organization. Cash posted as collateral by Bancorp related to derivative contracts totaled $7.9 million as of December 31, 2015.
The Company enters into foreign exchange forward contracts with various counterparties to mitigate the risk of fluctuations in foreign currency exchange rates for foreign exchange certificates of deposit or foreign exchange contracts entered into with our clients. These contracts are not designated as hedging instruments and are recorded at fair value in our condensed consolidated balance sheets. Changes in the fair value of these contracts as well as the related foreign exchange certificates of deposit and foreign exchange contracts are recognized immediately in net income as a component of non-interest income. Period end gross positive fair values are recorded in other assets and gross negative fair values are recorded in other liabilities. At December 31, 2015, the notional amount of option contracts totaled $9.4 million with a net negative fair value of $28,000. At December 31, 2015, spot, forward, and swap contracts in the total notional amount of $100.6 million had a positive fair value of $3.3 million. Spot, forward, and swap contracts in the total notional amount of $115.4 million had a negative fair value of $4.1 million at December 31, 2015. At December 31, 2014, no option contracts were outstanding. At December 31, 2014, spot, forward, and swap contracts in the total notional amount of $167.0 million had a positive fair value of $1.9 million. Spot, forward, and swap contracts in the total notional amount of $178.9 million had a negative fair value of $5.0 million at December 31, 2014.
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS –(Continued)
1 6 . Fair Value Measurements
The Company adopted ASC Topic 820 on January 1, 2008, and determined the fair values of our financial instruments based on the following:
● |
Level 1 – Quoted prices in active markets for identical assets or liabilities. |
● |
Level 2 – Observable prices in active markets for similar assets or liabilities; prices for identical or similar assets or liabilities in markets that are not active; directly observable market inputs for substantially the full term of the asset and liability; market inputs that are not directly observable but are derived from or corroborated by observable market data. |
● |
Level 3 – Unobservable inputs based on the Company’s own judgments about the assumptions that a market participant would use. |
The Company uses the following methodologies to measure the fair value of its financial assets and liabilities on a recurring basis:
Securities Available for Sale . For certain actively traded agency preferred stocks, mutual funds, and U.S. Treasury securities, the Company measures the fair value based on quoted market prices in active exchange markets at the reporting date, a Level 1 measurement. The Company also measures securities by using quoted market prices for similar securities or dealer quotes, a Level 2 measurement. This category generally includes U.S. Government agency securities, state and municipal securities, mortgage-backed securities (“MBS”), commercial MBS, collateralized mortgage obligations, asset-backed securities, corporate bonds and trust preferred securities.
Warrants . The Company measures the fair value of warrants based on unobservable inputs based on assumption and management judgment, a Level 3 measurement.
Currency Option Contracts and Foreign Exchange Contracts . The Company measures the fair value of currency option and foreign exchange contracts based on observable market rates on a recurring basis, a Level 2 measurement.
The valuation techniques for the assets and liabilities valued on a nonrecurring basis are as follows:
Impaired Loans. The Company does not record loans at fair value on a recurring basis. However, from time to time, nonrecurring fair value adjustments to collateral dependent impaired loans are recorded based on either the current appraised value of the collateral, a Level 2 measurement, or management’s judgment and estimation of value reported on old appraisals which are then adjusted based on recent market trends, a Level 3 measurement.
Loans Held for S ale . The Company records loans held for sale at fair value based on quoted prices from third party sale analysis, existing sale agreements , or appraisal reports adjusted by sales commission assumption, a Level 3 measurement.
Goodwill. The Company completes “step one” of the impairment test by comparing the fair value of each reporting unit (as determined based on the discussion below) with the recorded book value (or “carrying amount”) of its net assets, with goodwill included in the computation of the carrying amount. If the fair value of a reporting unit exceeds its carrying amount, goodwill of that reporting unit is not considered impaired, and “step two” of the impairment test is not necessary. If the carrying amount of a reporting unit exceeds its fair value, step two of the impairment test is performed to determine the amount of impairment. Step two of the impairment test compares the carrying amount of the reporting unit’s goodwill to the “implied fair value” of that goodwill. The implied fair value of goodwill is computed by assuming all assets and liabilities of the reporting unit would be adjusted to the current fair value, with the offset as an adjustment to goodwill. This adjusted goodwill balance is the implied fair value used in step two. An impairment charge is then recognized for the amount by which the carrying amount of goodwill exceeds its implied fair value. In connection with the determination of fair value, certain data and information was utilized, including earnings forecasts at the reporting unit level for the next four years. Other key assumptions include terminal values based on future growth rates and discount rates for valuing the cash flows, which have inputs for the risk-free rate, market risk premium and adjustments to reflect inherent risk and required market returns. Because of the significance of unobservable inputs in the valuation of goodwill impairment, goodwill subject to nonrecurring fair value adjustments is classified as Level 3 measurement.
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS –(Continued)
Core Deposit Intangibles. Core deposit intangibles is initially recorded at fair value based on a valuation of the core deposits acquired and is amortized over its estimated useful life to its residual value in proportion to the economic benefits consumed. The Company assesses the recoverability of this intangible asset on a nonrecurring basis using the core deposits remaining at the assessment date and the fair value of cash flows expected to be generated from the core deposits, a Level 3 measurement.
Other Real Estate Owned. Real estate acquired in the settlement of loans is initially recorded at fair value based on the appraised value of the property on the date of transfer, less estimated costs to sell, a Level 2 measurement. From time to time, nonrecurring fair value adjustments are made to other real estate owned based on the current updated appraised value of the property, also a Level 2 measurement, or management’s judgment and estimation of value reported on old appraisals which are then adjusted based on recent market trends, a Level 3 measurement.
Investments in Venture Capital. The Company periodically reviews for OTTI on a nonrecurring basis. Investments in venture capital were written down to their fair value based on available financial reports from venture capital partnerships and management’s judgment and estimation, a Level 3 measurement.
The following tables present the Company’s hierarchy for its assets and liabilities measured at fair value on a recurring basis at December 31, 2015, and at December 31, 2014:
As of December 31, 2015 |
Fair Value Measurements Using |
Total at |
||||||||||||||
Level 1 |
Level 2 |
Level 3 |
Fair Value |
|||||||||||||
(In thousands) |
||||||||||||||||
Assets | ||||||||||||||||
Securities available-for-sale |
||||||||||||||||
U.S. Treasury securities |
$ | 284,288 | $ | - | $ | - | $ | 284,288 | ||||||||
U.S. government sponsored entities |
- | 148,160 | - | 148,160 | ||||||||||||
Mortgage-backed securities |
- | 1,062,269 | - | 1,062,269 | ||||||||||||
Collateralized mortgage obligations |
- | 36 | - | 36 | ||||||||||||
Corporate debt securities |
- | 73,855 | - | 73,855 | ||||||||||||
Mutual funds |
5,833 | - | - | 5,833 | ||||||||||||
Preferred stock of government sponsored entities |
- | 3,216 | - | 3,216 | ||||||||||||
Other equity securities |
- | 8,695 | - | 8,695 | ||||||||||||
Total securities available-for-sale |
290,121 | 1,296,231 | - | 1,586,352 | ||||||||||||
Warrants |
- | - | 62 | 62 | ||||||||||||
Foreign exchange contracts |
- | 3,339 | - | 3,339 | ||||||||||||
Total assets |
$ | 290,121 | $ | 1,299,570 | $ | 62 | $ | 1,589,753 | ||||||||
Liabilities |
||||||||||||||||
Option contracts |
$ | - | $ | 28 | $ | - | $ | 28 | ||||||||
Interest rate swaps |
- | 6,496 | - | 6,496 | ||||||||||||
Foreign exchange contracts |
- | 4,124 | - | 4,124 | ||||||||||||
Total liabilities |
$ | - | $ | 10,648 | $ | - | $ | 10,648 |
As of December 31, 2014 |
Fair Value Measurements Using |
Total at |
||||||||||||||
Level 1 |
Level 2 |
Level 3 |
Fair Value |
|||||||||||||
|
(In thousands) |
|||||||||||||||
Assets | ||||||||||||||||
Securities available-for-sale |
||||||||||||||||
U.S. Treasury securities |
$ | 664,004 | $ | - | $ | - | $ | 664,004 | ||||||||
Mortgage-backed securities |
- | 544,303 | - | 544,303 | ||||||||||||
Collateralized mortgage obligations |
- | 45 | - | 45 | ||||||||||||
Corporate debt securities |
- | 94,472 | - | 94,472 | ||||||||||||
Mutual funds |
5,866 | - | - | 5,866 | ||||||||||||
Preferred stock of government sponsored entities |
- | 3,224 | - | 3,224 | ||||||||||||
Other equity securities |
- | 7,021 | - | 7,021 | ||||||||||||
Total securities available-for-sale |
669,870 | 649,065 | - | 1,318,935 | ||||||||||||
Warrants |
- | - | 27 | 27 | ||||||||||||
Foreign exchange contracts |
- | 1,876 | - | 1,876 | ||||||||||||
Total assets |
$ | 669,870 | $ | 650,941 | $ | 27 | $ | 1,320,838 | ||||||||
Liabilities |
||||||||||||||||
Interest rate swaps |
$ | - | $ | 4,626 | $ | - | $ | 4,626 | ||||||||
Foreign exchange contracts |
- | 5,007 | - | 5,007 | ||||||||||||
Total liabilities |
$ | - | $ | 9,633 | $ | - | $ | 9,633 |
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS –(Continued)
For financial assets measured at fair value on a nonrecurring basis that were still reflected in the balance sheet at December 31, 2015 and 2014, the following tables provide the level of valuation assumptions used to determine each adjustment and the carrying value of the related individual assets at December 31, 2015, and at December 31, 2014, and the total losses for the periods indicated:
As of December 31, 2015 |
Total Losses/(Gains) |
|||||||||||||||||||||||
Fair Value Measurements Using |
Total at |
For the Twelve Months Ended |
||||||||||||||||||||||
Level 1 |
Level 2 |
Level 3 |
Fair Value |
December 31, 2015 |
December 31, 2014 |
|||||||||||||||||||
|
(In thousands) |
|||||||||||||||||||||||
Assets | ||||||||||||||||||||||||
Impaired loans by type: |
||||||||||||||||||||||||
Commercial loans |
$ | - | $ | - | $ | 6,317 | $ | 6,317 | $ | 806 | $ | 17 | ||||||||||||
Commercial mortgage loans |
- | - | 20,359 | 20,359 | 598 | 3,914 | ||||||||||||||||||
Residential mortgage and equity lines |
- | - | 13,009 | 13,009 | 146 | 27 | ||||||||||||||||||
Total impaired loans |
- | - | 39,685 | 39,685 | 1,550 | 3,958 | ||||||||||||||||||
Other real estate owned (1 |
- | 10,047 | 4,235 | 14,282 | 404 | 202 | ||||||||||||||||||
Investments in venture capital and private company stock |
- | - | 4,922 | 4,922 | 553 | 436 | ||||||||||||||||||
Total assets |
$ | - | $ | 10,047 | $ | 48,842 | $ | 58,889 | $ | 2,507 | $ | 4,596 |
(1) Other real estate owned balance of $24.7. million in the Consolidated Balance Sheets is net of estimated disposal costs. |
|
|
|
As of December 31, 2014 |
Total Losses/(Gains) |
|||||||||||||||||||||||
Fair Value Measurements Using |
Total at |
For the Twelve Months Ended |
||||||||||||||||||||||
Level 1 |
Level 2 |
Level 3 |
Fair Value |
December 31, 2014 |
December 31, 2013 |
|||||||||||||||||||
(In thousands) |
||||||||||||||||||||||||
Assets |
||||||||||||||||||||||||
Impaired loans by type: |
||||||||||||||||||||||||
Commercial loans |
$ | - | $ | - | $ | 3,774 | $ | 3,774 | $ | 17 | $ | 5,731 | ||||||||||||
Commercial mortgage loans |
- | - | 25,029 | 25,029 | 3,914 | 125 | ||||||||||||||||||
Construction- other |
- | - | 7,625 | 7,625 | - | - | ||||||||||||||||||
Residential mortgage and equity lines |
- | - | 13,126 | 13,126 | 27 | 213 | ||||||||||||||||||
Total impaired loans |
- | - | 49,554 | 49,554 | 3,958 | 6,069 | ||||||||||||||||||
Other real estate owned (1) |
- | 16,458 | 4,110 | 20,568 | 202 | (3,134 | ) | |||||||||||||||||
Investments in venture capital and private company stock |
- | - | 5,495 | 5,495 | 436 | 409 | ||||||||||||||||||
Equity investments |
- | - | 617 | 617 | - | - | ||||||||||||||||||
Total assets |
$ | - | $ | 16,458 | $ | 59,776 | $ | 76,234 | $ | 4,596 | $ | 3,344 |
(1) Other real estate owned balance of $31.5 million in the Consolidated Balance Sheets is net of estimated disposal costs. |
|
|
|
|
The significant unobservable (Level 3) inputs used in the fair value measurement of collateral for collateral-dependent impaired loans was primarily based on the appraised value of collateral adjusted by estimated sales cost and commissions. The Company generally obtains new appraisal reports every six months. As the Company’s primary objective in the event of default would be to monetize the collateral to settle the outstanding balance of the loan, less marketable collateral would receive a larger discount. During the reported periods, collateral discounts ranged from 45% in the case of accounts receivable collateral to 65% in the case of inventory collateral.
The significant unobservable inputs used in the fair value measurement of other real estate owned (“OREO”) was primarily based on the appraised value of OREO adjusted by estimated sales cost and commissions.
The Company applies estimated sales cost and commission ranging from 3% to 6% of collateral value of impaired loans, quoted price or loan sale price of loans held for sale, and appraised value of OREOs.
The significant unobservable inputs in the Black-Scholes option pricing model for the fair value of warrants are the expected life of warrant ranging from 1 to 8 years, risk-free interest rate from 1.06% to 2.11%, and stock volatility of the Company from 11.9% to 18.7%.
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS –(Continued)
1 7 . Fair Value of Financial Instruments
The following methods and assumptions were used to estimate the fair value of each class of financial instruments.
Cash and Cash Equivalents. For cash and cash equivalents, the carrying amount was assumed to be a reasonable estimate of fair value, a Level 1 measurement.
Short-term Investments. For short-term investments, the carrying amount was assumed to be a reasonable estimate of fair value, a Level 1 measurement.
Securities. For securities, including securities held-to-maturity, available-for-sale and for trading, fair values were based on quoted market prices at the reporting date. If a quoted market price was not available, fair value was estimated using quoted market prices for similar securities or dealer quotes. For certain actively traded agency preferred stocks and U.S. Treasury securities, the Company measures the fair value based on quoted market prices in active exchange markets at the reporting date, a Level 1 measurement. The Company also measures securities by using quoted market prices for similar securities or dealer quotes, a Level 2 measurement. This category generally includes U.S. Government agency securities, state and municipal securities, mortgage-backed securities (“MBS”), commercial MBS, collateralized mortgage obligations, asset-backed securities, and corporate bonds.
Loans held for sale . The Company records loans held for sale at fair value based on quoted price from third party sources, or appraisal reports adjusted by sales commission assumption, a Level 3 measurement.
Loans. Fair values were estimated for portfolios of loans with similar financial characteristics. Each loan category was further segmented into fixed and adjustable rate interest terms and by performing and non-performing categories.
The fair value of performing loans was calculated by discounting scheduled cash flows through the estimated maturity using estimated market discount rates that reflect the credit and interest rate risk inherent in the loan, a Level 3 measurement.
The fair value of impaired loans was calculated based on the net realizable fair value of the collateral or the observable market price of the most recent sale or quoted price from loans held for sale. The Company does not record loans at fair value on a recurring basis. Nonrecurring fair value adjustments to collateral dependent impaired loans are recorded based on the current appraised value of the collateral, a Level 2 measurement, or management’s judgment and estimation of value reported on old appraisals which are then adjusted based on recent market trends, a Level 3 measurement.
Deposit Liabilities. The fair value of demand deposits, savings accounts, and certain money market deposits was assumed to be the amount payable on demand at the reporting date. The fair value of fixed-maturity certificates of deposit was estimated using the rates currently offered for deposits with similar remaining maturities, a Level 3 measurement.
Securities Sold under Agreements to Repurchase. The fair value of securities sold under agreements to repurchase is based on dealer quotes, a Level 2 measurement.
Advances from Federal Home Loan Bank. The fair value of the advances is based on quotes from the FHLB to settle the advances, a Level 2 measurement.
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS –(Continued)
Other Borrowings. This category includes borrowings from other financial institutions. The fair value of other borrowings is calculated by discounting scheduled cash flows through the estimated maturity using estimated market discount rates that reflect the credit and interest rate risk, a Level 3 measurement.
Long-term Debt. The fair value of long-term debt is estimated based on the quoted market prices or dealer quotes, a Level 2 measurement.
Currency Option and Foreign Exchange Contracts . The Company measures the fair value of currency option and foreign exchange contracts based on observable market rates, a Level 2 measurement.
I nterest Rate Swaps . Fair value of interest rate swaps is derived from third party models with observable market data, a Level 2 measurement.
Off-Balance-Sheet Financial Instruments. The fair value of commitments to extend credit, standby letters of credit, and financial guarantees written were estimated using the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present creditworthiness of the counter parties. The fair value of guarantees and letters of credit was based on fees currently charged for similar agreements or on the estimated cost to terminate them or otherwise settle the obligations with the counter parties at the reporting date. Off-balance-sheet financial instruments were valued based on the assumptions that a market participant would use, a Level 3 measurement.
Fair value was estimated in accordance with ASC Topic 825. Fair value estimates were made at specific points in time, based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Bank’s entire holdings of a particular financial instrument. Because no market exists for a significant portion of the Bank’s financial instruments, fair value estimates were based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments, and other factors. These estimates were subjective in nature and involved uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS –(Continued)
Fair Value of Financial Instruments
December 31, 2015 |
December 31, 2014 |
|||||||||||||||
Carrying |
Carrying |
|||||||||||||||
Amount |
Fair Value |
Amount |
Fair Value |
|||||||||||||
(In thousands) |
||||||||||||||||
Financial Assets |
||||||||||||||||
Cash and due from banks |
$ | 180,130 | $ | 180,130 | $ | 176,830 | $ | 176,830 | ||||||||
Short-term investments |
536,880 | 536,880 | 489,614 | 489,614 | ||||||||||||
Securities available-for-sale |
1,586,352 | 1,586,352 | 1,318,935 | 1,318,935 | ||||||||||||
Loans held for sale |
6,676 | 6,676 | 973 | 1,225 | ||||||||||||
Loans, net |
10,016,227 | 9,938,810 | 8,740,268 | 8,688,072 | ||||||||||||
Investment in Federal Home Loan Bank stock |
17,250 | 17,250 | 30,785 | 30,785 | ||||||||||||
Warrants |
62 | 62 | 27 | 27 |
Notional |
Notional |
|||||||||||||||
Amount |
Fair Value |
Amount |
Fair Value |
|||||||||||||
Foreign exchange contracts |
100,602 | 3,339 | 167,005 | 1,876 |
|
Carrying |
Carrying |
||||||||||||||
Amount |
Fair Value |
Amount |
Fair Value |
|||||||||||||
Financial Liabilities | ||||||||||||||||
Deposits |
$ | 10,509,087 | 10,509,879 | $ | 8,783,460 | $ | 8,785,342 | |||||||||
Securities sold under agreements to repurchase |
400,000 | 413,417 | 450,000 | 473,816 | ||||||||||||
Advances from Federal Home Loan Bank |
275,000 | 274,488 | 425,000 | 424,974 | ||||||||||||
Other borrowings |
18,593 | 16,684 | 19,934 | 17,978 | ||||||||||||
Long-term debt |
119,136 | 58,420 | 119,136 | 59,425 |
Notional |
Notional |
|||||||||||||||
Amount |
Fair Value |
Amount |
Fair Value |
|||||||||||||
Option contracts |
$ | 9,396 | $ | 28 | $ | - | $ | - | ||||||||
Foreign exchange contracts |
$ | 115,418 | $ | 4,124 | $ | 178,868 | $ | 5,007 | ||||||||
Interest rate swaps |
459,416 | 6,496 | 300,480 | 4,626 |
Notional |
Notional |
|||||||||||||||
Amount |
Fair Value |
Amount |
Fair Value |
|||||||||||||
Off-Balance Sheet Financial Instruments |
||||||||||||||||
Commitments to extend credit |
$ | 1,971,848 | $ | (5,570 | ) | $ | 2,071,766 | $ | (3,442 | ) | ||||||
Standby letters of credit |
49,081 | (194 | ) | 53,910 | (243 | ) | ||||||||||
Other letters of credit |
38,131 | (22 | ) | 48,142 | (29 | ) | ||||||||||
Bill of lading guarantees |
454 | (1 | ) | 108 | - |
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS –(Continued)
The following tables present the level in the fair value hierarchy for the estimated fair values of only financial instruments that are not already on the Consolidated Balance Sheets at fair value at December 31, 2015, and December 31, 2014.
As of December 31, 2015 |
||||||||||||||||
Estimated |
||||||||||||||||
Fair Value |
||||||||||||||||
Measurements |
Level 1 |
Level 2 |
Level 3 |
|||||||||||||
(In thousands) |
||||||||||||||||
Financial Assets |
||||||||||||||||
Cash and due from banks |
$ | 180,130 | $ | 180,130 | $ | - | $ | - | ||||||||
Short-term investments |
536,880 | 536,880 | - | - | ||||||||||||
Securities available-for-sale |
1,586,352 | 290,121 | 1,296,231 | - | ||||||||||||
Loans held-for-sale |
6,676 | - | - | 6,676 | ||||||||||||
Loans, net |
9,938,810 | - | - | 9,938,810 | ||||||||||||
Investment in Federal Home Loan Bank stock |
17,250 | - | 17,250 | - | ||||||||||||
Warrants |
62 | - | - | 62 | ||||||||||||
Financial Liabilities |
||||||||||||||||
Deposits |
10,509,879 | - | - | 10,509,879 | ||||||||||||
Securities sold under agreement to repurchase |
413,417 | - | 413,417 | - | ||||||||||||
Advances from Federal Home Loan Bank |
274,488 | - | - | 274,488 | ||||||||||||
Other borrowings |
16,684 | - | - | 16,684 | ||||||||||||
Long-term debt |
58,420 | - | 58,420 | - |
As of December 31, 2014 |
||||||||||||||||
Estimated |
||||||||||||||||
Fair Value |
||||||||||||||||
Measurements |
Level 1 |
Level 2 |
Level 3 |
|||||||||||||
(In thousands) |
||||||||||||||||
Financial Assets |
||||||||||||||||
Cash and due from banks |
$ | 176,830 | $ | 176,830 | $ | - | $ | - | ||||||||
Short-term investments |
489,614 | 489,614 | - | - | ||||||||||||
Securities available-for-sale |
1,318,935 | 669,870 | 649,065 | - | ||||||||||||
Loans held-for-sale |
1,225 | - | - | 1,225 | ||||||||||||
Loans, net |
8,688,072 | - | - | 8,688,072 | ||||||||||||
Investment in Federal Home Loan Bank stock |
30,785 | - | 30,785 | - | ||||||||||||
Warrants |
27 | - | - | 27 | ||||||||||||
Financial Liabilities |
||||||||||||||||
Deposits |
8,785,342 | - | - | 8,785,342 | ||||||||||||
Securities sold under agreement to repurchase |
473,816 | - | 473,816 | - | ||||||||||||
Advances from Federal Home Loan Bank |
424,974 | - | 424,974 | - | ||||||||||||
Other borrowings |
17,978 | - | - | 17,978 | ||||||||||||
Long-term debt |
59,425 | - | 59,425 | - |
18. Employee Benefit Plans
Employee Stock Ownership Plan. Under the Company’s Amended and Restated Cathay Bank Employee Stock Ownership Plan (“ESOP”), the Company can make annual contributions to a trust in the form of either cash or common stock of the Bancorp for the benefit of eligible employees. Employees are eligible to participate in the ESOP after completing two years of service for salaried full-time employees or 1,000 hours for each of two consecutive years for salaried part-time employees. The amount of the annual contribution is discretionary except that it must be sufficient to enable the trust to meet its current obligations. The Company also pays for the administration of this plan and of the trust. The Company has not made contributions to the trust since 2004 and does not expect to make any contributions in the future. Effective June 17, 2004, the ESOP was amended to provide the participants the election either to reinvest the dividends on the Company stock allocated to their accounts or to have these dividends distributed to the participant. The ESOP trust purchased 18,012 shares in 2015, 11,887 shares in 2014, and 3,825 shares in 2013, of the Bancorp’s common stock at an aggregate cost of $541,000 in 2015, $301,902 in 2014, and $92,000 in 2013 . The distribution of benefits to participants totaled 107,202 shares in 2015, 73,439 shares in 2014, and 51,779 shares in 2013. As of December 31, 2015, the ESOP owned 990,047 shares , or 1.2% , of the Company’s outstanding common stock.
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS –(Continued)
401(k) Plan. In 1997, the Board approved the Company’s 401(k) Profit Sharing Plan, which began on March 1, 1997. Salaried employees who have completed three months of service and have attained the age of 21 are eligible to participate. Enrollment dates are on January 1st, April 1st, July 1st, and October 1st of each year. Participants may contribute up to 75% of their eligible compensation for the year but not to exceed the dollar limit set by the Internal Revenue Code. Participants may change their contribution election on the enrollment dates. The vesting schedule for the matching contribution is 0% for less than two years of service, 25% after two years of service and from then on, at an increment of 25% each year until 100% is vested after five years of service. Effective on October 1, 2014, the Company matches 100% on the first 4.0% of eligible compensation contributed per pay period by the participant, after one year of service. The Company’s contribution amounted to $2.0 million in 2015, $1.4 million in 2014, and $1.0 million in 2013. The Plan allows participants to withdraw all or part of their vested amount in the Plan due to certain financial hardship as set forth in the Internal Revenue Code and Treasury Regulations. Participants may also borrow up to 50% of the vested amount, with a maximum of $50,000. The minimum loan amount is $1,000.
19 . Equity Incentive Plans
In 1998, the Board adopted the Cathay Bancorp, Inc. Equity Incentive Plan. Under the Equity Incentive Plan, as amended in September, 2003, directors and eligible employees may be granted incentive or non-statutory stock options and/or restricted stock units, or awarded non-vested stock, for up to 7,000,000 shares of the Company’s common stock on a split adjusted basis. In May 2005, the stockholders of the Company approved the 2005 Incentive Plan. In May 2015, the stockholders of the Company approved, amendment, and restatement of the 2005 Incentive Plan which provides that 3,562,168 shares of the Company’s common stock may be granted as incentive or non-statutory stock options, or as restricted stock, or as restricted stock units. As of December 31, 2015, the only options granted by the Company under the 2005 Incentive Plan, as amended and restated, were non-statutory stock options to selected bank officers and non-employee directors at exercise prices equal to the fair market value of a share of the Company’s common stock on the date of grant. Such options have a maximum ten-year term and vest in 20% annual increments (subject to early termination in certain events) except certain options granted to the Chief Executive Officer of the Company in 2005 and 2008. If such options expire or terminate without having been exercised, any shares not purchased will again be available for future grants or awards. There were no options granted during the three years ended 2015. The Company expects to issue new shares to satisfy stock option exercises and the vesting of restricted stock units.
Cash received from exercises of stock options totaled $5.0 million for 214,580 shares in 2015, $128,000 for 5,500 shares in 2014, and $14.8 million for 594,946 shares in 2013. Aggregate intrinsic value for options exercised was $2.0 million in 2015 compared to $16,000 in 2014.
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS –(Continued)
A summary of stock option activity for 2015, 2014, and 2013 follows:
Shares |
Weighted-Average Exercise Price |
Weighted-Average Remaining Contractual Life (in years) |
Aggregate Intrinsic Value (in thousands) |
|||||||||||||
Balance, December 31, 2012 |
3,996,630 | 29.45 | 2.2 | $ | - | |||||||||||
Exercised |
(594,946 | ) | $ | 24.80 | ||||||||||||
Forfeited |
(588,810 | ) | 22.86 | |||||||||||||
Balance, December 31, 2013 |
2,812,874 | 31.81 | 1.9 | $ | 2,119 | |||||||||||
Exercised |
(5,500 | ) | $ | 23.37 | ||||||||||||
Forfeited |
(474,470 | ) | 29.28 | |||||||||||||
Balance, December 31, 2014 |
2,332,904 | 32.34 | 1.2 | $ | 1,388 | |||||||||||
Exercised |
(214,580 | ) | $ | 23.37 | ||||||||||||
Forfeited |
(1,087,154 | ) | 35.13 | |||||||||||||
Balance, December 31, 2015 |
1,031,170 | 31.27 | 0.9 | $ | 3,268 | |||||||||||
Exercisable, December 31, 2015 |
1,031,170 | $ | 31.27 |
At December 31, 2015, 3,181,112 shares were available under the 2005 Incentive Plan for future grants. The following table shows stock options outstanding and exercisable as of December 31, 2015, the corresponding exercise prices , and the weighted-average contractual life remaining:
Outstanding |
||||||||||||||
Weighted-Average |
||||||||||||||
Remaining Contractual |
Exercisable |
|||||||||||||
Exercise Price |
Shares |
Life (in Years) |
Shares |
|||||||||||
$ | 36.90 | 203,440 | 0.1 | 203,440 | ||||||||||
38.26 | 12,000 | 0.3 | 12,000 | |||||||||||
36.24 | 405,230 | 0.1 | 405,230 | |||||||||||
23.37 | 410,500 | 2.1 | 410,500 | |||||||||||
1,031,170 | 0.9 | 1,031,170 |
In addition to stock options, the Company also grants restricted stock units to eligible employees which vest subject to continued employment at the vesting dates.
The Company granted restricted stock units for 72,900 shares at an average closing price of $28.11 per share in 2015, 17,601 shares at an average closing price of $24.66 per share in 2014, and for 25,037 shares at an average closing price of $20.68 per share in 2013. The restricted stock units granted in 2014, 2013, and 2012 are scheduled to vest two years from grant date. The restricted stock units granted in 2015 are scheduled to vest three years from grant date.
In December 2013, the Company granted performance share unit awards in which the number of units earned is calculated based on the relative total shareholder return (“TSR”) of the Company’s common stock as compared to the TSR of the KBW Regional Banking Index. In addition, the Company granted performance share unit awards in which the number of units earned is determined by comparison to the targeted EPS as defined in the award for the 2014 to 2016 period. Performance TSR restricted stock units for 119,840 shares and performance EPS restricted stock units for 116,186 shares were granted to eight executive officers in 2013. In December 2014, the Company granted additional performance TSR restricted stock units for 60,456 shares and performance EPS restricted stock units for 57,642 shares were granted to six executive officers. In December 2015, the Company granted additional performance TSR restricted stock units for 61,209 shares and performance EPS restricted stock units for 57,409 shares were granted to seven executive officers. Both the performance TSR and performance EPS share awarded are scheduled to vest three years from grant date.
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS –(Continued)
The following table presents restricted stock unit activity for 2015, 2014, and 2013:
Units |
||||
Balance at December 31, 2012 |
256,616 | |||
Granted |
261,062 | |||
Vested |
(138,220 | ) | ||
Balance at December 31, 2013 |
379,458 | |||
Granted |
135,699 | |||
Vested |
(122,832 | ) | ||
Cancelled or forfeited |
(5,860 | ) | ||
Balance at December 31, 2014 |
386,465 | |||
Granted |
191,518 | |||
Vested |
(26,924 | ) | ||
Cancelled or forfeited |
(8,684 | ) | ||
Balance at December 31, 2015 |
542,375 |
All awards are deemed probable of issuance and the compensation expense recorded for restricted stock units was $4.5 million in 2015, $3.8 million in 2014 , and $2.0 million in 2013. Unrecognized stock-based compensation expense related to restricted stock units was $7.5 million at December 31, 2015, and is expected to be recognized over the next 2.4 years.
The following table summarizes the tax benefit from options exercised:
2015 |
2014 |
2013 |
||||||||||
(In thousands) |
||||||||||||
Short-fall of tax deductions in excess of grant-date fair value |
$ | (5,348 | ) | $ | (1,285 | ) | $ | (2,509 | ) | |||
Benefit of tax deductions on grant-date fair value |
6,485 | 1,292 | 4,172 | |||||||||
Total benefit of tax deductions |
$ | 1,137 | $ | 7 | $ | 1,663 |
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS –(Continued)
20. Condensed Financial Information of Cathay General Bancorp
The condensed financial information of the Bancorp as of December 31, 2015, and December 31, 2014, and for the years ended December 31, 2015, 2014, and 2013 is as follows:
Balance Sheet s
As of December 31, |
||||||||
2015 |
2014 |
|||||||
(In thousands, except |
||||||||
share and per share data) |
||||||||
Assets |
||||||||
Cash |
$ | 5,048 | $ | 7,420 | ||||
Cash pledged as margin for interest rate swaps |
7,936 | 7,465 | ||||||
Short-term certificates of deposit |
24,324 | 23,203 | ||||||
Securities available for sale |
11,911 | 10,244 | ||||||
Investment in bank subsidiaries |
1,807,825 | 1,666,238 | ||||||
Investment in non-bank subsidiaries |
5,979 | 2,631 | ||||||
Other assets |
9,551 | 9,541 | ||||||
Total assets |
$ | 1,872,574 | $ | 1,726,742 | ||||
Liabilities |
||||||||
Junior subordinated debt |
$ | 119,136 | $ | 119,136 | ||||
Other liabilities |
5,660 | 4,718 | ||||||
Total liabilities |
124,796 | 123,854 | ||||||
Commitments and contingencies |
- | - | ||||||
Stockholders' equity |
||||||||
Common stock, $0.01 par value, 100,000,000 shares authorized, 87,002,931 issued and 80,806,116 outstanding at December 31, 2015, and 84,022,118 issued and 79,814,553 outstanding at December 31, 2014 |
870 | 840 | ||||||
Additional paid-in-capital |
880,822 | 789,519 | ||||||
Accumulated other comprehensive loss, net |
(8,426 | ) | (5,569 | ) | ||||
Retained earnings |
1,059,660 | 943,834 | ||||||
Treasury stock, at cost (6,196,815 shares at December 31, 2015, and 4,207,565 shares at December 31, 2014) |
(185,148 | ) | (125,736 | ) | ||||
Total stockholders' equity |
1,747,778 | 1,602,888 | ||||||
Total liabilities and stockholders' equity |
$ | 1,872,574 | $ | 1,726,742 |
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS –(Continued)
Statements of Operations
Year Ended December 31, |
||||||||||||
2015 |
2014 |
2013 |
||||||||||
(In thousands) |
||||||||||||
Cash dividends from Cathay Bank |
$ | 163,301 | $ | 30,000 | $ | 138,030 | ||||||
Interest income |
68 | 88 | 157 | |||||||||
Interest expense |
5,776 | 4,469 | 2,994 | |||||||||
Non-interest (loss)/income |
(1,858 | ) | 10,144 | 434 | ||||||||
Non-interest expense |
4,644 | 2,248 | 2,443 | |||||||||
Income before income tax benefit |
151,091 | 33,515 | 133,184 | |||||||||
Income tax (benefit)/expense |
(5,134 | ) | 1,478 | (2,037 | ) | |||||||
Income before undistributed earnings of subsidiaries |
156,225 | 32,037 | 135,221 | |||||||||
Distributions more than earnings of subsidiaries |
- | - | (12,078 | ) | ||||||||
Undistributed earnings of subsidiary | 4,884 | 105,793 | - | |||||||||
Net income |
$ | 161,109 | $ | 137,830 | $ | 123,143 |
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS –(Continued)
Statements of Cash Flows
Year Ended December 31, |
||||||||||||
2015 |
2014 |
2013 |
||||||||||
(In thousands) |
||||||||||||
Cash flows from Operating Activities |
||||||||||||
Net income |
$ | 161,109 | $ | 137,830 | $ | 123,143 | ||||||
Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||||||
Dividends in excess of earnings of subsidiaries |
- | - | 12,078 | |||||||||
Equity in undistributed earnings of subsidiaries |
(4,884 | ) | (105,793 | ) | - | |||||||
Gains on sale of securities |
- | (10,689 | ) | - | ||||||||
Income associated with debt redemption |
- | (555 | ) | - | ||||||||
Write-downs on venture capital and other investments |
468 | 432 | 357 | |||||||||
Write-downs on impaired securities |
- | 264 | - | |||||||||
Loss in fair value of warrants |
- | 3 | 56 | |||||||||
Stock issued to directors as compensation |
495 | 350 | - | |||||||||
Excess tax short-fall from stock options |
5,348 | 1,285 | 2,509 | |||||||||
Net change in other assets |
619 | (3,445 | ) | (1,684 | ) | |||||||
Net change in other liabilities |
(5,438 | ) | (1,294 | ) | 27 | |||||||
Net cash provided by operating activities |
157,717 | 18,388 | 136,486 | |||||||||
Cash flows from Investment Activities |
||||||||||||
(Increase)/decrease in short-term investment |
(1,121 | ) | 14,797 | 123,300 | ||||||||
Proceeds from sale of available-for-sale securities |
- | 12,083 | - | |||||||||
Purchase of available-for-sale securities |
(410 | ) | (7,920 | ) | - | |||||||
Venture capital and other investments |
- | (590 | ) | (835 | ) | |||||||
Acquisition, net of cash acquired |
(57,006 | ) | - | - | ||||||||
Net cash (used in)/provided by investment activities |
(58,537 | ) | 18,370 | 122,465 | ||||||||
Cash flows from Financing Activities |
||||||||||||
Redemption of Series B preferred stock |
- | - | (258,000 | ) | ||||||||
Repayment of long-term debt |
- | (1,445 | ) | - | ||||||||
Cash dividends |
(45,283 | ) | (23,104 | ) | (12,606 | ) | ||||||
Proceeds from shares issued under the Dividend Reinvestment Plan |
4,175 | 2,848 | 605 | |||||||||
Proceeds from exercise of stock options |
5,014 | 128 | 14,755 | |||||||||
Taxes paid related to net share settlement of RSUs |
(227 | ) | (850 | ) | - | |||||||
Excess tax short-fall from share-based payment arrangements |
(5,348 | ) | (1,285 | ) | (2,509 | ) | ||||||
Purchase of treasury stock |
(59,412 | ) | - | - | ||||||||
Net cash used in financing activities |
(101,081 | ) | (23,708 | ) | (257,755 | ) | ||||||
(Decrease)/increase in cash and cash equivalents |
(1,901 | ) | 13,050 | 1,196 | ||||||||
Cash and cash equivalents, beginning of the year |
14,885 | 1,835 | 639 | |||||||||
Cash and cash equivalents, end of the year |
$ | 12,984 | $ | 14,885 | $ | 1,835 |
21. Dividend Reinvestment Plan
The Company has a Dividend Reinvestment Plan which allows for participants’ reinvestment of cash dividends and certain optional additional investments in the Bancorp’s common stock. Shares issued under the plan and the consideration received were 148,582 shares for $4.2 million in 2015, 116,957 shares for $2.8 million in 2014, and 25,984 shares for $605,000 in 2013.
22 . Regulatory Matters
The Bank is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can result in certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Bank’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank’s assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS –(Continued)
The Federal Deposit Insurance Corporation has established five capital ratio categories: “well capitalized ,” “adequately capitalized ,” “undercapitalized ,” “significantly undercapitalized ,” and “critically undercapitalized.” A well capitalized institution must have a common equity tier 1 capital ratio equal to or greater than 6.5%, a Tier 1 risk-based capital ratio equal to or greater than 8%, a total risk-based capital ratio equal to or greater than 10%, and a Tier 1 leverage capital ratio equal to or greater than 5%. At December 31, 2015 and 2014 , the Bank qualified as well capitalized under the regulatory framework for prompt corrective action.
The Bancorp’s and the Bank’s capital and leverage ratios as of December 31, 2015, and December 31, 2014, are presented in the tables below:
Cathay General Bancorp |
Cathay Bank |
|||||||||||||||||||||||||||||||
December 31, 2015 |
December 31, 2014 |
December 31, 2015 |
December 31, 2014 |
|||||||||||||||||||||||||||||
(Dollars in thousands) |
Balance |
% |
Balance |
% |
Balance |
% |
Balance |
% |
||||||||||||||||||||||||
Common equtiy Tier 1 capital ( to risk-weighted assets) |
$ | 1,383,377 | 12.95 | n/a | n/a | $ | 1,443,159 | 13.54 | n/a | n/a | ||||||||||||||||||||||
Common equtiy Tier 1 capital minimum requirement |
480,830 | 4.50 | n/a | n/a | 479,801 | 4.50 | n/a | n/a | ||||||||||||||||||||||||
Excess |
$ | 902,547 | 8.45 | n/a | n/a | $ | 963,358 | 9.04 | n/a | n/a | ||||||||||||||||||||||
Tier 1 capital (to risk-weighted assets) |
$ | 1,498,810 | 14.03 | $ | 1,406,511 | 14.96 | $ | 1,443,159 | 13.54 | $ | 1,353,481 | 14.42 | ||||||||||||||||||||
Tier 1 capital minimum requirement |
641,107 | 6.00 | 376,072 | 4.00 | 639,735 | 6.00 | 375,318 | 4.00 | ||||||||||||||||||||||||
Excess |
$ | 857,703 | 8.03 | $ | 1,030,439 | 10.96 | $ | 803,424 | 7.54 | $ | 978,163 | 10.42 | ||||||||||||||||||||
Total capital (to risk-weighted assets) |
$ | 1,634,631 | 15.30 | $ | 1,524,702 | 16.22 | $ | 1,576,525 | 14.79 | $ | 1,471,337 | 15.68 | ||||||||||||||||||||
Total capital minimum requirement |
854,809 | 8.00 | 752,144 | 8.00 | 852,980 | 8.00 | 750,637 | 8.00 | ||||||||||||||||||||||||
Excess |
$ | 779,822 | 7.30 | $ | 772,558 | 8.22 | $ | 723,545 | 6.79 | $ | 720,700 | 7.68 | ||||||||||||||||||||
Tier 1 capital (to average assets) |
||||||||||||||||||||||||||||||||
– Leverage ratio |
$ | 1,498,810 | 11.95 | $ | 1,406,511 | 12.99 | $ | 1,443,159 | 11.53 | $ | 1,353,481 | 12.52 | ||||||||||||||||||||
Minimum leverage requirement |
501,875 | 4.00 | 433,121 | 4.00 | 500,455 | 4.00 | 432,350 | 4.00 | ||||||||||||||||||||||||
Excess |
$ | 996,935 | 7.95 | $ | 973,390 | 8.99 | $ | 942,704 | 7.53 | $ | 921,131 | 8.52 | ||||||||||||||||||||
Risk-weighted assets |
$ | 10,685,115 | $ | 9,401,803 | $ | 10,662,248 | $ | 9,382,961 | ||||||||||||||||||||||||
Total average assets (1) |
$ |
12,546,879 | $ | 10,828,015 | $ | 12,511,382 | $ | 10,808,747 |
(1) The quarterly total average assets reflect all debt securities at amortized cost, equity security with readily determinable fair values at the lower of cost or fair value, and equity securities without readily determinable fair values at historical cost. |
* Basel III rules became effective January 1, 2015, with transitional provisions. All prior period data is based on Basel I rules. |
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS –(Continued)
2 3 . |
Balance Sheet Offsetting |
Certain financial instruments, including resell and repurchase agreements, securities lending arrangements and derivatives, may be eligible for offset in the consolidated balance sheet and/or subject to master netting arrangements or similar agreements. The Company’s securities sold with agreements to repurchase and derivative transactions with upstream financial institution counter parties are generally executed under International Swaps and Derivative Association master agreements which include “right of set-off” provisions. In such cases there is generally a legally enforceable right to offset recognized amounts and there may be an intention to settle such amounts on a net basis. Nonetheless, the Company does not generally offset such financial instruments for financial reporting purposes.
Financial instruments that are eligible for offset in the condensed consolidated balance sheets, as of December 31, 2015, and December 31, 2014, are presented in the following tables :
Gross Amounts Not Offset in the Balance Sheet |
||||||||||||||||||||||||
Gross Amounts Recognized |
Gross Amounts Offset in the Balance Sheet |
Net Amounts Presented in the Balance Sheet |
Financial Instruments |
Collateral Posted |
Net Amount |
|||||||||||||||||||
December 31, 2015 |
(In thousands) |
|||||||||||||||||||||||
Liabilities: |
||||||||||||||||||||||||
Securities sold under agreements to repurchase |
$ | 400,000 | $ | - | $ | 400,000 | $ | - | $ | (400,000 | ) | $ | - | |||||||||||
Derivatives |
$ | 6,496 | $ | - | $ | 6,496 | $ | - | $ | (6,496 | ) | $ | - | |||||||||||
December 31, 2014 |
||||||||||||||||||||||||
Liabilities: |
||||||||||||||||||||||||
Securities sold under agreements to repurchase |
$ | 450,000 | $ | - | $ | 450,000 | $ | - | $ | (450,000 | ) | $ | - | |||||||||||
Derivatives |
$ | 4,626 | $ | - | $ | 4,626 | $ | - | $ | (4,626 | ) | $ | - |
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS –(Continued)
2 4 . |
Quarterly Results of Operations (Unaudited) |
The following table sets forth selected unaudited quarterly financial data:
Summary of Operations |
||||||||||||||||||||||||||||||||
2015 |
2014 |
|||||||||||||||||||||||||||||||
Fourth |
Third |
Second |
First |
Fourth |
Third |
Second |
First |
|||||||||||||||||||||||||
Quarter |
Quarter |
Quarter |
Quarter |
Quarter |
Quarter |
Quarter |
Quarter |
|||||||||||||||||||||||||
(In thousands, except per share data) |
||||||||||||||||||||||||||||||||
Interest income |
$ | 119,519 | $ | 116,867 | $ | 112,386 | $ | 104,934 | $ | 106,043 | $ | 106,335 | $ | 105,062 | $ | 101,207 | ||||||||||||||||
Interest expense |
20,103 | 19,221 | 17,632 | 17,008 | 18,292 | 19,580 | 19,445 | 18,549 | ||||||||||||||||||||||||
Net interest income |
99,416 | 97,646 | 94,754 | 87,926 | 87,751 | 86,755 | 85,617 | 82,658 | ||||||||||||||||||||||||
Reversal for credit losses |
(3,000 | ) | (1,250 | ) | (2,150 | ) | (5,000 | ) | (2,000 | ) | (5,100 | ) | (3,700 | ) | - | |||||||||||||||||
Net-interest income after provision for loan losses |
102,416 | 98,896 | 96,904 | 92,926 | 89,751 | 91,855 | 89,317 | 82,658 | ||||||||||||||||||||||||
Non-interest income |
9,350 | 9,156 | 5,619 | 8,549 | 7,973 | 8,974 | 9,021 | 14,559 | ||||||||||||||||||||||||
Non-interest expense |
53,533 | 57,471 | 47,585 | 44,131 | 41,125 | 42,607 | 42,513 | 48,068 | ||||||||||||||||||||||||
Income before income tax expense |
58,233 | 50,581 | 54,938 | 57,344 | 56,599 | 58,222 | 55,825 | 49,149 | ||||||||||||||||||||||||
Income tax expense |
16,787 | 12,098 | 9,738 | 21,364 | 21,021 | 22,313 | 20,741 | 17,890 | ||||||||||||||||||||||||
Net income |
$ | 41,446 | $ | 38,483 | $ | 45,200 | $ | 35,980 | $ | 35,578 | $ | 35,909 | $ | 35,084 | $ | 31,259 | ||||||||||||||||
Net income per common share |
||||||||||||||||||||||||||||||||
Basic |
$ | 0.51 | $ | 0.47 | $ | 0.57 | $ | 0.45 | $ | 0.45 | $ | 0.45 | $ | 0.44 | $ | 0.39 | ||||||||||||||||
Diluted |
$ | 0.51 | $ | 0.47 | $ | 0.56 | $ | 0.45 | $ | 0.44 | $ | 0.45 | $ | 0.44 | $ | 0.39 |
F-57
Exhibit 3.1
RESTATED
CERTIFICATE OF INCORPORATION
OF
CATHAY BANCORP, INC.
(Pursuant to Sections 241 and 245 of the
General Corporation Law of the State of Delaware)
1. |
The name of the corporation is Cathay Bancorp, Inc. (the “Corporation”). |
2. |
The original Certificate of Incorporation of the Corporation was filed in the Office of the Secretary of State of the State of Delaware on March 1, 1990. |
3. |
The Corporation has not received any payment for any of its stock. |
4. |
This Restated Certificate of Incorporation was duly adopted by the Board of Directors of the Corporation in accordance with Sections 241 and 245 of the General Corporation Law of the State of Delaware. |
5. |
The text of the Certificate of Incorporation of the Corporation is hereby amended and restated to read in its entirety as follows: |
FIRST : The name of the corporation is Cathay Bancorp, Inc. (the “Corporation”).
SECOND : The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, City of Wilmington, County of New Castle, 19801. The name of the Corporation’s registered agent at such address is The Corporation Trust Company.
THIRD : The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.
FOURTH :
(a) The total number of shares of capital stock which the Corporation shall have authority to issue is 35,000,000 shares, consisting of 25,000,000 shares of Common Stock, par value $.01 per share (“Common Stock”) and 10,000,000 shares of Preferred Stock, par value $.01 per share (“Preferred Stock”).
(b) Except as otherwise provided in this Restated Certificate of Incorporation, each holder of Common Stock shall be entitled to one vote for each share of Common Stock held on all matters submitted to stockholders for a vote.
(c) Shares of Preferred Stock may be issued in one or more series, from time to time, with each such series to consist of such number of shares and to have such voting powers, full or limited, or no voting powers, and such designations, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, as shall be stated in the resolution or resolutions providing for the issuance of such series adopted by the Board of Directors of the Corporation, and the Board of Directors is hereby expressly vested with authority, to the full extent now or hereafter provided by law, to adopt any such resolution or resolutions.
FIFTH :
(a) Except as otherwise provided for or fixed by or pursuant to the provisions of Article FOURTH of this Restated Certificate of Incorporation or any resolution or resolutions of the Board of Directors providing for the issuance of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation to elect additional directors under specified circumstances, the Board of Directors shall consist of not fewer than 3 nor more than 25 directors, the exact number of directors within such limits to be determined as set forth in the Bylaws of the Corporation. The directors, other than those who may be elected by the holders of Preferred Stock or any other class or series of stock having a preference over the Common Stock as to dividends or upon liquidation pursuant to the terms of this Restated Certificate of Incorporation or any resolution or resolutions providing for the issuance of such class or series of stock adopted by the Board of Directors, shall be classified with respect to the time for which they severally hold office, into three classes, as nearly equal in number as possible. The initial Class I Directors shall be those persons named as such by the Incorporator, who shall serve for a term expiring at the first annual meeting of stockholders of the Corporation following March 1, 1990; the initial Class II Directors shall be those person named as such by the Incorporator, who shall serve for a term expiring at the second annual meeting of stockholders following March 1, 1990; and the initial Class III Directors shall be those persons named as such by the Incorporator, who shall serve for a term expiring at the third annual meeting of stockholders following March 1, 1990. Each director in each such class shall hold office until his or her successor is duly elected and qualified. At each annual meeting of stockholders beginning with the first annual meeting of stockholders following March 1, 1990, the successors of the class of directors whose term expires at that meeting shall be elected to hold office for a term expiring at the annual meeting of stockholders to be held in the third year following the year of their election, with each director in each such class to hold office until his or her successor is duly elected and qualified.
(b) Except as otherwise provided for or fixed by or pursuant to the provisions of Article FOURTH of this Restated Certificate of Incorporation or any resolution or resolutions of the Board of Directors providing for the issuance of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation to elect additional directors under specified circumstances, any director may be removed from office only for cause, and only with the affirmative vote of at least 80% of the combined voting power of the then outstanding shares of all classes and series of stock of the Corporation entitled to vote generally in the election of directors (“Voting Stock”), voting together as a single class.
SIXTH : Subject to the rights of holders of Preferred Stock or any other class or series of stock having a preference over the Common Stock as to dividends or upon liquidation, any action required or permitted to be taken by the stockholders of the Corporation may be effected only at a duly called annual or special meeting of stockholders of the Corporation and may not be effected by any consent in writing by such stockholders.
SEVENTH : In furtherance and not in limitation of the powers conferred upon it by law, the Board of Directors is expressly authorized to adopt, repeal, alter or amend the Bylaws of the Corporation by the vote of a majority of the entire Board of Directors then in office, unless at the time of such action there shall be an Interested Stockholder (as defined in Article NINTH of this Restated Certificate of Incorporation), in which case such action of the Board of Directors to amend the Bylaws shall not be effective without the approval of a majority of the Continuing Directors (as defined in Article NINTH of this Restated Certificate of Incorporation) then in office. In addition to any requirements of law and any other provision of this Restated Certificate of Incorporation or any resolution or resolutions of the Board of Directors adopted pursuant to Article FOURTH of this Restated Certificate of Incorporation (and notwithstanding the fact that a lesser percentage may be specified by law, this Restated Certificate of Incorporation or any such resolution or resolutions), the affirmative vote of the holders of 80% or more of the Voting Stock (as defined in Article FIFTH of this Restated Certificate of Incorporation), voting together as a single class, shall be required to adopt, amend, alter or repeal any provision of the Bylaws.
EIGHTH : To the fullest extent that the General Corporation Law of the State of Delaware or any other law of the State of Delaware as it exists on the date hereof or as it may hereafter be amended permits the limitation or elimination of the liability of directors, no director of the Corporation shall be liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. No amendment to, or modification or repeal of, this Article EIGHTH shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to acts or omissions of such director occurring prior to such amendment, modification or repeal.
NINTH : (a) In addition to any affirmative vote required by law or this Restated Certificate of Incorporation or the Bylaws of the Corporation, and except as otherwise expressly provided in Section (b) of this Article NINTH, a Business Combination (as hereinafter defined) with, or proposed by or on behalf of, any Interested Stockholder (as hereinafter defined) or any Affiliate or Associate (as hereinafter defined) of any Interested Stockholder or any person who after such Business Combination would be an Affiliate or Associate of such Interested Stockholder shall require the affirmative vote of not less than 80 percent of the votes entitled to be cast by the holders of all of the then outstanding shares of Voting Stock (as defined in Article FIFTH of this Restated Certificate of Incorporation), voting together as a single class, excluding Voting Stock beneficially owned by such Interested Stockholder. Such affirmative vote shall be required notwithstanding the fact that no vote may be required, or that a lesser percentage or separate class vote may be specified, by law, by any other provision of this Restated Certificate of Incorporation or the Bylaws of the Corporation, by any agreement with any national securities exchange or otherwise.
(b) The provisions of Section(a) of this Article NINTH shall not be applicable to any particular Business Combination, and such Business Combination shall require only such affirmative vote, if any, as is required by law, by any other provision of this Restated Certificate of Incorporation or the Bylaws of the Corporation, by any agreement with any national securities exchange or otherwise, if, in the case of a Business Combination involving the receipt of consideration by the holders of the Corporation’s outstanding Capital Stock (as hereinafter defined), the condition specified in paragraph (i) below is met or all of the conditions specified in paragraph (ii) below are met or if, in the case of a Business Combination not involving the receipt of consideration by the holders of the Corporation’s outstanding Capital Stock, the condition specified in paragraph (i) below is met:
(i) Approval by Continuing Directors . The Business Combination (either specifically or as a transaction which is within an approved category of transactions) shall have been approved by a majority of the Continuing Directors (as hereinafter defined).
(ii) Minimum Price and Other Requirements . All of the following conditions shall have been met:
(A) Minimum Price Requirements . With respect to every class or series of outstanding Capital Stock of the Corporation, whether or not the Interested Stockholder has previously acquired beneficial ownership of any shares of such class or series of Capital Stock:
(1) The aggregate amount of cash plus the Fair Market Value (as hereinafter defined), as of the date of the consummation of the Business Combination, of consideration other than cash to be received per share by holders of Common Stock in such Business Combination shall be at least equal to the higher of (x) the highest per-share price (including any brokerage commissions, transfer taxes and soliciting dealers’ fees) paid by or on behalf of the Interested Stockholder for any share of Common Stock in connection with the acquisition by the Interested Stockholder of beneficial ownership of shares of Common Stock (i) within the two-year period immediately prior to the Announcement Date (as hereinafter defined) or (ii) in the transaction or series of related transactions in which it became an Interested Stockholder, whichever is higher, in either case as adjusted for any subsequent stock split, stock dividend, subdivision or reclassification with respect to Common Stock; and (y) the Fair Market Value per share of Common Stock (i) on the Announcement Date or (ii) on the Determination Date (as hereinafter defined), whichever is higher, as adjusted for any subsequent stock split, stock dividend, subdivision or reclassification with respect to Common Stock.
(2) The aggregate amount of cash plus the Fair Market Value, as of the date of the consummation of the Business Combination, of consideration other than cash to be received per share by holders of shares of any class or series of outstanding Capital Stock, other than Common Stock, shall be at least equal to the highest of (x) the highest per-share price (including any brokerage commissions, transfer taxes and soliciting dealers’ fees) paid by or on behalf of the Interested Stockholder for any share of such class or series of Capital Stock in connection with the acquisition by the Interested Stockholder of beneficial ownership of shares of such class or series of Capital Stock (i) within the two-year period immediately prior to the Announcement Date or (ii) in the transaction or series of related transactions in which it
became an Interested Stockholder, whichever is higher, in either case as adjusted for any subsequent stock split, stock dividend, subdivision or reclassification with respect to such class or series of Capital Stock; (y) the Fair Market Value per share of such class or series of Capital Stock (i) on the Announcement Date or (ii) on the Determination Date, whichever is higher, as adjusted for any subsequent stock split, stock dividend, subdivision or reclassification with respect to such class or series of Capital Stock; and (z) the highest preferential amount per share, if any, to which the holders of shares of such class or series of Capital Stock would be entitled in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation regardless of whether the Business Combination to be consummated constitutes such an event.
(B) Other Requirements .
(1) The consideration to be received by holders of a particular class or series of outstanding Capital Stock shall be in cash or in the same form as previously has been paid by or on behalf of the Interested Stockholder in connection with its direct or indirect acquisition of beneficial ownership of shares of such class or series of Capital Stock. If the consideration so paid for shares of any class or series of Capital Stock varies as to form, the form of consideration for such class or series of Capital Stock shall be either cash or the form paid by or on behalf of the Interested Stockholder in connection with its direct or indirect acquisition of beneficial ownership of the largest number of shares of such class or series of Capital Stock.
(2) After the Determination Date and prior to the consummation of such Business Combination (w) there shall have been no failure to declare and pay at the regular date therefor any full regular dividends (whether or not cumulative) payable in accordance with the terms of any outstanding Capital Stock, other than the Common Stock, except as approved by a majority of the Continuing Directors; (x) there shall have been no reduction in the amount, or change in the frequency of payment, of any dividends regularly paid on the Common Stock (except as necessary to reflect any stock split, stock dividend, subdivision or
reclassification of the Common Stock), except as approved by a majority of the Continuing Directors; (y) there shall have been an increase in the amount of any dividends regularly paid on the Common Stock as necessary to reflect any reverse stock split or reclassification of the Common Stock, or any split, recapitalization, reorganization or any similar transaction that has the effect of reducing the number of outstanding shares of Common Stock, unless the failure so to increase the amount of such dividends is approved by a majority of the Continuing Directors; and (z) such Interested Stockholder shall not have become the beneficial owner of any additional shares of Capital Stock except as part of or otherwise in connection with the transaction or series of related transactions that resulted in such Interested Stockholder becoming an Interested Stockholder (including the exercise of any right to purchase additional shares of Capital Stock granted to any Interested Stockholder by the Corporation in connection with such transactions or series of related transactions) and except in a transaction or series of related transactions that, after giving effect thereto, would not result in any increase in the Interested Stockholder’s percentage beneficial ownership of any class or series of Capital Stock.
(3) After the Determination Date, such Interested Stockholder shall not have received the benefit, directly or indirectly (except proportionately as a stockholder of the Corporation), of any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantages provided by the Corporation, whether in anticipation of or in connection with such Business Combinations or otherwise.
(4) A proxy or information statement describing the proposed Business Combination and complying with the requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Act”) (or any subsequent provisions replacing such Act), shall be mailed to all stockholders of the Corporation at least 30 days prior to the consummation of such Business Combination (whether or not proxy or information statement is required to be mailed pursuant to such Act or subsequent provisions). Such proxy or
information statement shall contain, in a prominent place, any statement as to the advisability (or inadvisability) or the Business Combination that the Continuing Directors, or any of them, may choose to make and, if deemed advisable by a majority of the Continuing Directors, the opinion of an investment banking firm selected by a majority of the Continuing Directors as to the fairness (or not) or the terms of the Business Combination from a financial point of view to the holders of the outstanding shares of Capital Stock other than the Interested Stockholder and its Affiliates or Associates, such investment banking firm to be paid a reasonable fee for its services by the Corporation.
(5) After the Determination Date, such Interested Stockholder shall not have made any majority change in the Corporation’s business or capital structure without the approval of a majority of the Continuing Directors.
(c) The following definitions shall apply with respect to this Article NINTH.
(i) The term “Business Combination” shall mean: (A) any merger or consolidation of the Corporation or any Subsidiary (as hereinafter defined) with (1) any Interested Stockholder or (2) any other company (whether or not itself an Interested Stockholder) that is or after such merger or consolidation would be an Affiliate or Associate of an Interested Stockholder; or (B) any sale, lease, exchange, mortgage, pledge, transfer or other disposition, or any security arrangement, investment, loan, advance, guarantee, agreement to purchase, agreement to pay, extension of credit, joint venture participation or other arrangement, in one transaction or in a series of transactions, with or for the benefit of any Interested Stockholder or any Affiliate or Associate of any Interested Stockholder involving any assets, securities or commitments of the Corporation, any Subsidiary, and Interested Stockholder or any Affiliate or Associate of any Interested Stockholder that, together with all other such arrangements, has an aggregate Fair Market Value and/or involves aggregate commitments equal to 10% or more of the book value of the total assets (in the case of transactions involving assets or commitments other than capital stock) or 10% of the stockholders’ equity (in the case of transactions in capital stock) of the entity in question (the “Substantial Part”), as reflected in the most recent fiscal year-end consolidated balance sheet of such entity existing at the time the stockholders of the Corporation would be required to approve or authorize the Business Combination involving the assets, securities and/or commitments constituting any Substantial Part; or (C) the adoption of any plan or proposal for the liquidation or dissolution of the Corporation which any Interested Stockholder votes for
or consents to; or (D) any issuance or reclassification of securities (including any stock dividend, split or reverse split or any other distribution of securities in respect of stock), any recapitalization of the Corporation, any merger or consolidation of the Corporation with any of its Subsidiaries or any other transaction (whether or not with or otherwise involving an Interested Stockholder) that has the effect, directly or indirectly, of increasing the proportionate share of any class or series of Capital Stock, or any securities convertible into or rights, options or warrants to acquire Capital Stock or equity securities of any Subsidiary, that is beneficially owned by any Interested Stockholder or any Affiliate or Associate of any Interested Stockholder; or (E) any agreement, arrangement or other understanding providing for any one or more of the actions specified in the foregoing clauses (A) to (D).
(ii) The term “Capital Stock” shall mean all capital stock of the Corporation authorized to be issued from time to time under Article FOURTH of this Restated Certificate of Incorporation.
(iii) The term “person” shall mean any individual, firm, company or other entity and shall include any group comprised of any person and any other person with whom such person or any Affiliate or Associate of such person has any agreement, arrangement or understanding, directly or indirectly, for the purpose of acquiring, holding, voting or disposing of Capital Stock.
(iv) The term “Interested Stockholder” shall mean any person (other than the Corporation or any Subsidiary and other than any profit-sharing, employee stock ownership or other employee benefit plan of the Corporation or any Subsidiary or any trustee of or fiduciary with respect to any such plan when acting in such capacity) who (1) is, or has publicly disclosed a plan or intention to become, the beneficial owner of Voting Stock representing 10% or more of the votes entitled to be cast by the holders of all then outstanding shares of Voting Stock or (2) is an Affiliate or Associate of the Corporation and at any time within the two-year period immediately prior to the date in question was the beneficial owner of Voting Stock representing 10% or more of the votes entitled to be cast by the holders of all then outstanding shares of Voting Stock.
(v) A person shall be a “beneficial owner” of, shall “beneficially own” and shall have “beneficial ownership” of any Capital Stock (A) that such person or any of its Affiliates or Associates owns, directly or indirectly; (B) that such person or any of its Affiliates or Associates has, directly or indirectly, (1) the right to acquire (whether such right is exercisable immediately or subject only to the passage of time), pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise, or (2) the right to vote pursuant to any agreement, arrangement or understanding; or (C) which is beneficially owned, directly or indirectly, by any other person with which such person or
any of its Affiliates or Associates has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of any shares of Capital Stock. For the purposes of determining whether a person is an Interested Stockholder pursuant to paragraph (iv) of this Section (c), the number of shares of Capital Stock deemed to be outstanding shall include shares deemed beneficially owned by such person through application of this paragraph (v) of this Section (c), but shall not include any other shares of Capital Stock that may be issuable pursuant to any agreement, arrangement or understanding, or upon exercise of conversion rights, warrants or options, or otherwise.
(vi) The terms “Affiliate” and “Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2 under the Act as in effect on the date that this Article NINTH is approved by the Board of Directors of the Corporation (the term “registrant” in Rule 12b-2 meaning in this case the Corporation).
(vii) The term “Subsidiary” means any company of which a majority of any class of equity securities are beneficially owned, directly or indirectly, by the Corporation; provided, however, that for the purposes of the definition of Interested Stockholder set forth in paragraph (iv) of this Section (c), the term “Subsidiary” shall mean only a company of which a majority of each class of equity security is beneficially owned by the Corporation.
(viii) The term “Continuing Director,” with respect to any particular Business Combination with, or proposed by or on behalf of, any Interested Stockholder or any Affiliate or Associate of any Interested Stockholder or any person who thereafter would be an Affiliate or Associate of any Interested Stockholder, means any member of the Board of Directors of the Corporation (the “Board of Directors”), while such person is a member of the Board of Directors, who is not an Affiliate, Associate or representative of such Interested Stockholder and was a member of the Board of Directors prior to the time that such Interested Stockholder became an Interested Stockholder, and any successor of a Continuing Director while such successor is a member of the Board of Directors, who is not an Affiliate or Associate or representative of such Interested Stockholder and is recommended or elected to succeed the Continuing Director by a majority of Continuing Directors.
(ix) The term “Fair Market Value” means (x) in the case of cash, the amount of such cash; (y) in the case of stock, the highest closing sale price during the 30-day period immediately preceding the date in question of a share of such stock on the Composite Tape for New York Stock Exchange-listed stocks, or, if such stock is not quoted on the Composite Tape, on the New York Stock Exchange, or, if such stock is not listed on such Exchange, on the principal United States securities exchange registered under the Act on which such stock is listed, or, if such stock is not listed on any such exchange, the highest closing sale price with respect to a share of such stock during the 30-day period preceding the date in question as reported by the National
Association of Securities Dealers, Inc. Automated Quotation System or any similar system then in use, or if no such sales prices are available, the highest of the means between the last reported bid and asked price with respect to a share of such stock on each day during the 30-day period preceding the date in question as reported by the National Association of Securities Dealers, Inc. Automated Quotation System, or if not so reported, as determined by a member firm of the National Association of Securities Dealers, Inc. selected by the Continuing Directors, or if no such bid and asked prices are available, the fair market value on the date in question of a share of such stock as determined in good faith by a majority of the Continuing Directors; and (z) in the case of property other than cash or stock, the fair market value of such property on the date in question as determined in good faith by a majority of the Continuing Directors.
(x) In the event of any Business Combination in which the Corporation survives, the phrase “consideration other than cash to be received” as used in paragraphs (ii)(A)(1) and (ii)(A)(2) of Section(b) of this Article NINTH shall include the shares of Common Stock and/or the shares of any other class or series of Capital Stock retained by the holders of such shares.
(xi) The term “Announcement Date” means the date on which the proposed Business Combination is first publicly announced, disclosed or reported.
(xii) The term “Determination Date” means with respect to any Interested Stockholder the later of the date that this Article NINTH is approved by the Board of Directors of the Corporation or the date on which such Interested Stockholder became an Interested Stockholder.
(d) For the purpose of this Article NINTH, a majority of the Continuing Directors shall have the power and duty to determine in good faith, on the basis of information known to them after reasonable inquiry, all questions arising under this Article NINTH, including, without limitation, (i) whether a person is an Interested Stockholder, (ii) the number of shares of Capital Stock beneficially owned by any person, (iii) whether a person is an Affiliate or Associate of another, (iv) whether a Business Combination or any proposal to amend, repeal or adopt any provision of this Restated Certificate of Incorporation inconsistent with this Article NINTH (collectively, a “Proposed Action”) is with, or proposed by or on behalf of, an Interested Stockholder or an Affiliate or Associate of an Interested Stockholder or a person who thereafter would be an Interested Stockholder or an Affiliate or Associate of an Interested Stockholder, and (v) whether any transaction specified in paragraph (i)(B) of Section (c) of this Article NINTH meets the Substantial Part test set forth therein; except that a majority of the entire Board of Directors shall have the power and duty to determine in good faith, on the basis of information known to them after reasonable investigation, whether a director is a
“Continuing Director” as defined in paragraph (viii) of Section(c) of this Article NINTH. Any such determination made in good faith shall be binding and conclusive on all parties.
(e) (i) Nothing contained in this Article NINTH shall be construed to relieve any Interested Stockholder from any fiduciary obligation imposed by law.
(ii) The fact that any Business Combination complies with the provisions of Section (b) of this Article NINTH shall not be construed to impose any fiduciary duty, obligation or responsibility on the Board of Directors, or any member thereof, to approve such Business Combination or recommend its adoption or approval to the stockholders of the Corporation, nor shall such compliance limit, prohibit or otherwise restrict in any manner the Board of Directors, or any member thereof, with respect to evaluations of or actions and responses taken with respect to such Business Combination.
TENTH: (a) In addition to any affirmative vote required by law or by this Restated Certificate of Incorporation or the Bylaws of the Corporation, and except as otherwise expressly provided in Section (b) of this Article TENTH, the Corporation shall not knowingly engage, directly or indirectly, in any Stock Repurchase (as hereinafter defined) from an Interested Stockholder (as hereinafter defined), who has been such for a period of less than two years prior to the date of such Stock Repurchase or any agreement in respect thereof, without the affirmative vote of a majority of the votes entitled to be cast by the holders of all then outstanding shares of Voting Stock which are beneficially owned by persons other than such Interested Stockholder, voting together as a single class. Such affirmative vote shall be required notwithstanding the fact that no vote may be required, or that a lesser percentage or separate class vote may be specified, by law or in any agreement with any national securities exchange or otherwise.
(b) The provisions of Section (a) of this Article TENTH shall not be applicable to any particular Stock Repurchase from an Interested Stockholder, and such Stock Repurchase shall require only such affirmative vote, if any, as is required by law or by any other provision of this Restated Certificate of Incorporation or the Bylaws of the Corporation, or any agreement with any national securities exchange, if: (i) the Stock Repurchase is made pursuant to a tender offer or exchange offer for a class of Capital Stock (as defined in Article NINTH of this Restated Certificate of Incorporation) made available on the same basis to all holders of such class of Capital Stock; or (ii) the Stock Repurchase is made pursuant to an open market purchase program approved by a majority of the Continuing Directors (as defined in Article NINTH of this Restated Certificate of Incorporation), provided that such repurchase is effected on the open market and is not the result of a privately negotiated transaction.
(c) For the purposes of this Article TENTH:
(i) The term “Stock Repurchase” shall mean any repurchase, directly or indirectly, by the Corporation or any Subsidiary of any shares of Capital Stock at a price greater than the then Fair Market Value of such shares.
(ii) The term “Interested Stockholder” shall mean any person (other than the Corporation or any Subsidiary and other than any profit-sharing, employee stock ownership or other employee benefit plan of the Corporation or any Subsidiary or any trustee of or fiduciary with respect to any such plan when acting in such capacity) who (A) is the beneficial owner of Voting Stock representing five percent (5%) or more of the votes entitled to be cast by the holders of all then outstanding shares of Voting Stock; or (B) is an Affiliate or Associate of the Corporation and at any time within the two-year period immediately prior to the date in question was the beneficial owner of Voting Stock representing five percent (5%) or more of the votes entitled to be cast by the holders of all then outstanding shares of Voting Stock.
(iii) The terms “person,” “beneficial owner,” “Affiliate,” “Associate,” “Subsidiary,” “Continuing Director” and “Fair Market Value” shall have the respective meanings set forth in Article NINTH of this Restated Certificate of Incorporation.
(d) The Board of Directors shall have the power and duty to determine for the purposes of this Article TENTH, on the basis of information known to them after reasonable inquiry, (i) whether a person is an Interested Stockholder, (ii) the number of shares of Capital Stock or other securities beneficially owned by any person, (iii) whether a person is an Affiliate or Associate of another and (iv) whether the consideration to be paid in any Stock Repurchase has an aggregate Fair Market Value in excess of the then Fair Market Value of the shares of Capital Stock being repurchased. Any such determination made in good faith shall be binding and conclusive on all parties.
(e) Nothing contained in this Article TENTH shall be construed to relieve any Interested Stockholder from any fiduciary obligation imposed by law.
ELEVENTH: (a) Except as set forth in this Article ELEVENTH, stockholders of the Corporation shall not be entitled to cumulative voting in connection with the election of directors. In the event that the Corporation has a Substantial Stockholder (as hereinafter defined) at the time of any election of directors, each holder of Voting Stock (as defined in Article FIFTH of this Restated Certificate of Incorporation) shall be entitled, in connection with any vote taken for such election of directors, to as many votes as shall equal the number of votes which (except for this Article ELEVENTH) such stockholder would be entitled to cast for the election of directors with respect to such stockholder’s shares of Voting Stock multiplied by the number of directors to be elected by such stockholder, and such stockholder may cast all of such votes for election of a single director or may distribute them among the number of directors to be voted for, or for any two or more of them as such stockholder may see fit.
(b) For purposes of this Article ELEVENTH:
(i) The term “Substantial Stockholder” shall mean any person (other than the Corporation or any Subsidiary and other than any profit-sharing, employee stock ownership or other employee benefit plan of the Corporation or any Subsidiary or any trustee of or fiduciary with respect to any such plan when acting in such capacity) who is the beneficial owner of Voting Stock representing forty percent (40%) or more of the votes entitled to be cast by the holders of all then outstanding shares of Voting Stock.
(ii) The terms “beneficial owner,” “Capital Stock,” “person,” “Affiliate,” “Associate,” “Subsidiary,” “Fair Market Value” and “Continuing Director” shall have the meanings set forth in Article NINTH of this Restated Certificate of Incorporation.
(c) The Board of Directors shall have the power and duty to determine for the purposes of this Article ELEVENTH on the basis of information known to them after reasonable inquiry, (i) whether a person is a Substantial Stockholder, (ii) the number of shares of Voting Stock or other securities beneficially owned by any person, and (iii) whether a person is an Affiliate or Associate of another. Any such determination made in good faith shall be binding and conclusive on all parties.
(d) Nothing contained in this Article ELEVENTH shall be construed to relieve any Substantial Stockholder from any fiduciary obligation imposed by law.
TWELFTH: The Board of Directors of the Corporation, when evaluating any offer to (a) make a tender or exchange offer for any equity security of the Corporation, (b) merge or consolidate the Corporation with another person, or (c) purchase or otherwise acquire all or substantially all of the properties and assets of the Corporation (an “Acquisition Proposal”), shall, in connection with the exercise of its business judgment, give due consideration to all relevant factors, including without limitation the social and economic effects thereof and of consummation thereof on the employees, customers, suppliers and other constituents of the Corporation and its subsidiaries and on the communities in which the Corporation and its subsidiaries operate or are located and the desirability of maintaining independence from any other entity which is a customer or competitor of the Corporation.
THIRTEENTH: In addition to any requirements of law and any other provisions of this Restated Certificate of Incorporation or any resolution or resolutions of the Board of Directors adopted pursuant to Article FOURTH of this Restated Certificate
of Incorporation (and notwithstanding the fact that a lesser percentage may be specified by law, this Restated Certificate of Incorporation or any such resolution or resolutions), the affirmative vote of the holders of 80% or more of the combined voting power of the then outstanding shares of Voting Stock, voting together as a single class, shall be required to amend, alter or repeal ARTICLES FIFTH, SIXTH, SEVENTH, EIGHTH, NINTH, TENTH, ELEVENTH, TWELFTH and THIRTEENTH of this Restated Certificate of Incorporation. Subject to the foregoing provisions of this Article THIRTEENTH, the Corporation reserves the right to amend, alter or repeal any provision contained in this Restated Certificate of Incorporation in the manner now or hereinafter prescribed by statute, and all rights conferred upon stockholders herein are subject to this reservation.
IN WITNESS WHEREOF, Cathay Bancorp, Inc. has caused this Restated Certificate of Incorporation to be executed by Dunson K. Cheng, its President, and attested by Wilbur K. Woo, its Secretary, this 17th day of May, 1990.
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CATHAY BANCORP, INC. |
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/s/ Wilbur K. Woo |
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/s/ Dunson K. Cheng |
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Wilbur K. Woo Secretary |
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Dunson K. Cheng President |
Exhibit 3.1.1
CERTIFICATE OF AMENDMENT OF
RESTATED CERTIFICATE OF INCORPORATION OF
CATHAY BANCORP, INC.
Cathay Bancorp, Inc., a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify:
FIRST :
That Article Fourth (a) of the Restated Certificate of Incorporation is hereby amended to read in its entirety as follows:
“FOURTH: (a) The total number of shares of capital stock which the Corporation shall have authority to issue is 110,000,000 shares, consisting of 100,000,000 shares of Common Stock, par value $.01 per share (“Common Stock”) and 10,000,000 shares of Preferred Stock, par value of $.01 per share (“Preferred Stock”).”
SECOND :
That said amendment was duly adopted in accordance with the provisions of Section 242 of the Delaware General Corporation Law.
IN WITNESS WHEREOF, Cathay Bancorp, Inc. has caused this Certificate of Amendment of Restated Certificate of Incorporation to be executed by its duly authorized person this 15 th day of October, 2003.
/s/ HENG W. CHEN
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Heng W. Chen |
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Authorized Officer |
Exhibit 10.5.10
CATHAY GENERAL BANCORP
2005 INCENTIVE PLAN
(As Amended and Restated)
1. Purpose of the Plan.
The purpose of the Plan is to provide a means by which eligible recipients of Options and other Stock Awards may be given an opportunity to benefit from increases in value of the Common Stock of Cathay General Bancorp, a Delaware corporation (the “ Company ”), through the granting of Incentive Stock Options, Nonstatutory Stock Options, Shares, Stock Units, and Stock Appreciation Rights. The Company, by means of the Plan, seeks to retain the services of the group of persons eligible to receive Stock Awards or Cash Awards, to attract and retain the services of new members of this group and to provide incentives for such persons to exert maximum efforts for the success of the Company and its Affiliates.
2. Definitions.
As used herein, the following definitions shall apply:
(a) “Administrator” means the Committee, which shall administer the Plan in accordance with Section 4.
(b) “Affiliate” means any entity that is directly or indirectly controlled by the Company or any entity in which the Company has a significant ownership interest as determined by the Administrator.
(c) “Applicable Law” means the requirements relating to the administration of stock option and stock award plans under U.S. federal and state laws, the Code, any stock exchange or quotation system on which the Company has listed or submitted for quotation the Common Stock to the extent provided under the terms of the Company’s agreement with such exchange or quotation system and, with respect to Awards subject to the laws of any foreign jurisdiction where Awards are, or will be, granted under the Plan, the laws of such jurisdiction. Applicable Law shall include, without limitation, any rule, regulation, order, directive, or interpretive guidance from a governmental agency or authority, unless otherwise provided in the Plan or an Award Agreement
(d) “Award” means a Cash Award, Stock Award, or Option granted in accordance with the terms of the Plan.
(e) “Awardee” means an Employee or Director of the Company or any Affiliate who has been granted an Award under the Plan.
(f) “Award Agreement” means a Cash Award Agreement, Stock Award Agreement and/or Option Agreement, which may be in written or electronic format, in such form and with such terms and conditions as may be specified by the Administrator, evidencing the terms and conditions of an individual Award. Each Award Agreement is subject to the terms and conditions of the Plan.
(g) “Board” means the Board of Directors of the Company.
(h) “Cash Award” means a bonus opportunity awarded under Section 12 pursuant to which a Participant may become entitled to receive an amount based on the satisfaction of such performance criteria as are specified in the agreement or other documents evidencing the Award (the “ Cash Award Agreement ”).
(i) “Change in Control” means a transaction described in (i) or (ii) below:
(i) with respect to any Cash Award or other Award that is treated as providing for the “deferral of compensation” within the meaning of Treasury Regulation 1.409A-1(b), a Change in Control means a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company, as such events are defined in Treasury Regulation 1.409A-3(i)(5); and
(ii) with respect to any Award not described in (i) above, a Change in Control means:
(A) Any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “ Person ”) becomes the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of thirty percent (30%) or more of either (1) the then-outstanding shares of Common Stock (the “ Outstanding Company Common Stock ”) or (2) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the “ Outstanding Company Voting Securities ”); provided, however, that, for purposes of this Section 2(i)(ii)(A), the following acquisitions shall not constitute a Change in Control: (1) any acquisition directly from the Company, (2) any acquisition by the Company, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Affiliate or (4) any acquisition pursuant to a transaction that complies with Sections 2(i)(ii)(C)(i), 2(i)(ii)(C)(ii) and 2(i)(ii)(C)(iii);
(B) Individuals who, immediately following the May 18, 2015 annual meeting of stockholders, or any adjournment or postponement thereof, constitute the Board (the “ Incumbent Board ”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board;
(C) Consummation of a reorganization, merger, statutory share exchange or consolidation or similar transaction involving the Company or any of its subsidiaries, a sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or stock of another entity by the Company or any of its subsidiaries (each, a “ Business Combination ”), in each case unless, following such Business Combination, (1) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty percent (50%) of the then-outstanding shares of common stock (or, for a non-corporate entity, equivalent securities) and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors (or, for a non-corporate entity, equivalent governing body), as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be, (2) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, thirty percent (30%) or more of, respectively, the then-outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such corporation, except to the extent that such ownership existed prior to the Business Combination, and (3) at least a majority of the members of the board of directors (or, for a non-corporate entity, equivalent governing body) of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination; or
(D) The liquidation and dissolution of the Company.
(j) “Code” means the United States Internal Revenue Code of 1986, as amended.
(k) “Committee” means the compensation committee of the Board or a committee of Directors appointed by the Board.
(l) “Common Stock” means the common stock of the Company.
(m) “Company” means Cathay General Bancorp, a Delaware corporation, or its successor.
(n) “Conversion Award” has the meaning set forth in Section 4(b)(xii).
(o) “Director” means a member of the Board.
(p) “Employee” means a regular, active employee of the Company or any Affiliate, including an employee who is an Officer and/or Director. Within the limitations of Applicable Law, the Administrator shall have the discretion to determine the effect upon an Award and upon an individual’s status as an Employee in the case of (i) any individual who is classified by the Company or its Affiliate as leased from or otherwise employed by a third party or as intermittent or temporary, even if any such classification is changed retroactively as a result of an audit, litigation or otherwise, (ii) any leave of absence approved by the Company or an Affiliate, (iii) any transfer between locations of employment with the Company or an Affiliate or between the Company and any Affiliate or between any Affiliates, (iv) any change in the Awardee’s status from an employee to a Director, and (v) at the request of the Company or an Affiliate, an employee becomes employed by any partnership, joint venture or corporation not meeting the requirements of an Affiliate in which the Company or an Affiliate is a party.
(q) “Exchange Act” means the United States Securities Exchange Act of 1934, as amended.
(r) “Fair Market Value” means, as provided under Treasury Regulation 1.409A-1(b)(5)(iv)(A), as of any date, either the last sale before or the first sale after the grant, the closing price on the trading day before or the trading day of the grant, the arithmetic mean of the high and low prices on the trading day before or the trading day of the grant, or any other reasonable method determined by the Administrator using actual transactions in the Common Stock as reported by Nasdaq or other applicable market.
(s) “Grant Date” means the date upon which an Award is granted to an Awardee pursuant to the Plan.
(t) “Incentive Stock Option” means an Option intended to qualify as an incentive stock option within the meaning of Code Section 422 and the regulations promulgated thereunder.
(u) “Nasdaq” means the Nasdaq Global Select Market or its successor.
(v) “Nonstatutory Stock Option” means an Option not intended to qualify as an Incentive Stock Option.
(w) “Officer” means a person who is an “officer” of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder.
(x) “Option” means a right granted under Section 8 to purchase a number of Shares at such exercise price, at such times, and on such other terms and conditions as are specified in the agreement or other documents evidencing the Option (the “ Option Agreement ”). Both Options intended to qualify as Incentive Stock Options and Nonstatutory Stock Options may be granted under the Plan.
(y) “Participant” means the Awardee or any person (including any estate) to whom an Award has been assigned or transferred as permitted hereunder.
(z) “Plan” means the Cathay General Bancorp 2005 Incentive Plan, as amended and restated.
(aa) “ Qualified Performance-Based Award ” means an Award that is intended to qualify as “performance-based compensation” within the meaning of Code Section 162(m)(4)(C).
(bb) “Qualifying Performance Criteria” shall have the meaning set forth in Section 13(b).
(cc) “Share” means a share of the Common Stock, as adjusted in accordance with Section 14.
(dd) “Stock Appreciation Right” means a right to receive cash and/or shares of Common Stock based on a change in the Fair Market Value of a specific number of shares of Common Stock granted under Section 11.
(ee) “Stock Award” means an award or issuance of Shares, Stock Appreciation Rights, Stock Units or other similar awards made under Section 11, the grant, issuance, retention, vesting and/or transferability of which is subject during specified periods of time to such conditions (including continued employment or performance conditions) and terms as are expressed in the agreement or other documents evidencing the Award (the “ Stock Award Agreement ”).
(ff) “ Stock Unit ” means a bookkeeping entry representing an amount equivalent to the Fair Market Value of one Share (or a fraction or multiple of such value), payable in cash, property or Shares. Stock Units represent an unfunded and unsecured obligation of the Company, except as otherwise provided for by the Administrator.
(gg) “Subsidiary” means any company (other than the Company) in an unbroken chain of companies beginning with the Company, provided each company in the unbroken chain (other than the Company) owns, at the time of determination, stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other companies in such chain.
(hh) “Termination of Employment” shall mean ceasing to be an Employee or Director, as determined in the sole discretion of the Administrator. However, for Incentive Stock Option purposes, Termination of Employment will occur when the Awardee ceases to be an employee (as determined in accordance with Code Section 3401(c) and the regulations promulgated thereunder) of the Company or one of its Subsidiaries. The Administrator shall determine whether any corporate transaction, such as a sale or spin-off of a division or business unit, or a joint venture, shall be deemed to result in a Termination of Employment.
(ii) “Total and Permanent Disability” or “Disability” shall have the meaning set forth in Treasury Regulation 1.409A-3(i)(4).
3. Stock Subject to the Plan.
(a) Aggregate Limits.
(i) Subject to the provisions of Section 14, after approval of the Plan by the stockholders at the May 18, 2015 annual meeting of stockholders, and any adjournment or postponement thereof (“ Stockholder Approval ”), the aggregate number of Shares that may be issued pursuant to Awards granted under the Plan after Stockholder Approval shall not exceed 3,562,168 Shares, the number of Shares available for future grants of Awards as of March 31, 2015. Although there is no intention to grant any Awards during the period commencing on April 1, 2015 and ending with Stockholder Approval (the “ Interim Period ”), the number of Shares above shall be reduced by the number of Shares that are subject to issuance pursuant to Awards granted during the Interim Period, and shall be increased by the number of Shares subject to issuance pursuant to Awards granted during the Interim Period to the extent such Awards expire or are canceled, terminated or forfeited. An additional 2,089,973 Shares may be issued pursuant to Options and other Awards that were granted under the Plan prior to March 31, 2015 and were outstanding as of March 31, 2015 (the “ Prior Awards ”).
(ii) Shares that are subject to issuance pursuant to any Awards granted under the Plan after Stockholder Approval that expire or are cancelled, terminated or forfeited shall again be available for future grant of Awards under the Plan. Shares that are subject to issuance pursuant to any Prior Awards that expire or are cancelled, terminated or forfeited shall not again be available for future grant of Awards under the Plan. If Shares are withheld or tendered as payment of the exercise price or for withholding tax liability in connection with an Award, however, the Shares withheld or tendered may not be reissued or otherwise treated as available for additional Awards under the Plan. The Shares subject to the Plan may be either Shares reacquired by the Company, including Shares purchased in the open market, or authorized but unissued Shares.
(iii) Conversion Awards (as hereinafter defined) shall not reduce the Shares authorized for issuance under the Plan or the applicable limitations on grants to a Participant under this Section 3(a), nor shall Shares subject to a Conversion Award be added to the Shares available for issuance under the Plan as provided in paragraph (ii) above. Additionally, in the event that a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combines has shares available under a pre-existing plan approved by stockholders and not adopted in contemplation of such acquisition or combination, the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the holders of common stock of the entities party to such acquisition or combination) may be used for Awards under the Plan and shall not reduce the Shares authorized for issuance under the Plan (and Shares subject to such Awards shall not be added to the Shares available for issuance under the Plan as provided in paragraph (ii) above); provided that Awards using such available shares shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or combination, and shall only be made to individuals who were not Employees or Directors prior to such acquisition or combination.
(b) Individual and Code Section 162(m) Limits.
(i) In no event may Awards, including, but not limited to Awards that are intended to qualify as Qualified Performance-Based Awards, be granted to a single Awardee in any 12-month period (A) in respect of more than 1,000,000 Shares (if the Award is denominated in Shares) or (B) having a maximum payment with a value greater than $3,000,000 (if the Award is denominated in other than Shares).
(ii) Notwithstanding anything to the contrary in the Plan, the limitations set forth in this Section 3(b) shall be subject to adjustment under Section 14, but only to the extent that such adjustment will not affect the status of any Award intended to qualify as a Qualified Performance-Based Award.
(c) Incentive Stock Option Limits . Subject to the provisions of Section 14, the maximum number of Shares reserved for issuance as Incentive Stock Options is 1,000,000 Shares.
4. Administration of the Plan.
(a) Administrative Procedures . The Plan shall be administered by the Administrator in accordance with the following procedures.
(i) Code Section 162(m). To the extent that the Administrator determines it to be desirable to qualify Awards granted hereunder as Qualified Performance-Based Awards, Awards to a “covered employee” within the meaning of Code Section 162(m) or Employees that the Administrator determines may be “covered employees” in the future shall be made by a Committee of two or more “outside directors” within the meaning of Code Section 162(m).
(ii) Rule 16b-3. To the extent desirable to qualify transactions hereunder as exempt under Rule 16b-3 promulgated under the Exchange Act, Awards to Officers and Directors shall be made by the entire Board or a Committee of two or more “non-employee directors” within the meaning of Rule 16b-3.
(iii) Other Administration. The Board or the Administrator may delegate to an authorized Officer or Officers the power to approve Awards to persons eligible to receive Awards under the Plan who are not (A) subject to Section 16 of the Exchange Act or (B), at the time of such approval, “covered employees” under Code Section 162(m).
(iv) Delegation of Authority for the Day-to-Day Administration of the Plan. Except to the extent prohibited by Applicable Law, the Administrator may delegate to one or more individuals the day-to-day administration of the Plan and any of the functions assigned to it in the Plan. Such delegation may be revoked at any time.
(v) Reliance on Experts . In making any determination or in taking or not taking any action under the Plan, the Administrator may obtain and rely upon the advice of experts, including professional advisors to the Company. No Director, Officer or agent of the Company shall be liable for any such action or determination taken, made or omitted in good faith.
(vi) Nasdaq . In addition, the Plan will be administered in a manner that complies with any applicable Nasdaq or other stock exchange listing requirements.
(b) Powers of the Administrator. Subject to the provisions of the Plan, the Administrator shall have the authority, in its discretion:
(i) to select the Employees and Directors of the Company or its Affiliates to whom Awards are to be granted hereunder;
(ii) to determine the number of shares of Common Stock or amount of cash to be covered by each Award granted hereunder;
(iii) to determine the type of Award to be granted to the selected Employees and Directors;
(iv) to approve forms of Award Agreements for use under the Plan;
(v) to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder. Such terms and conditions include, but are not limited to, the exercise and/or purchase price (if applicable), the time or times when an Award may be exercised (which may or may not be based on performance criteria), the vesting schedule, any vesting and/or exercisability acceleration or waiver of forfeiture restrictions, the acceptable forms of consideration, the term, and any restriction or limitation regarding any Award or the Shares relating thereto, based in each case on such factors as the Administrator, in its sole discretion, shall determine and that may be established at the time an Award is granted or thereafter;
(vi) to correct administrative errors;
(vii) to construe and interpret the terms of the Plan (including sub-plans and Plan addenda) and Awards granted pursuant to the Plan;
(viii) to adopt rules and procedures relating to the operation and administration of the Plan to accommodate the specific requirements of local laws and procedures. Without limiting the generality of the foregoing, the Administrator is specifically authorized (A) to adopt the rules and procedures regarding the conversion of local currency, withholding procedures and handling of stock certificates which vary with local requirements and (B) to adopt sub-plans and Plan addenda as the Administrator deems desirable, to accommodate foreign laws, regulations and practice;
(ix) to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans and Plan addenda;
(x) to modify or amend each Award, provided, however, that (A) the Administrator does not have the authority to modify or amend an Award to accelerate vesting for reasons other than death, Disability, or Change in Control, and (B) any such amendment is subject to Section 15 and except as set forth in that Section, may not impair any outstanding Award unless agreed to in writing by the Participant;
(xi) to allow Participants to satisfy withholding tax amounts by electing to have the Company withhold from the Shares to be issued upon exercise of a Nonstatutory Stock Option or vesting of a Stock Award that number of Shares having a Fair Market Value equal to the amount required to be withheld or to have the Company deduct from any amount payable in cash the amount of any taxes which the Company may be required to withhold with respect to the cash amount. The Fair Market Value of the Shares to be withheld shall be determined in such manner and on such date that the Administrator shall determine or, in the absence of provision otherwise, on the date that the amount of tax to be withheld is to be determined. All elections by a Participant to have Shares withheld for this purpose shall be made in such form and under such conditions as the Administrator may provide;
(xii) to authorize conversion or substitution under the Plan of any or all stock options, stock appreciation rights or other stock awards held by service providers of an entity acquired by the Company (the “ Conversion Awards ”). Any conversion or substitution shall be effective as of the close of the merger, acquisition or other transaction. Unless otherwise determined by the Administrator at the time of conversion or substitution, all Conversion Awards shall have the same terms and conditions as Awards generally granted by the Company under the Plan;
(xiii) to authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Award previously granted by the Administrator;
(xiv) to impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resales by a Participant or other subsequent transfers by the Participant of any Shares issued as a result of or under an Award, including, without limitation, (A) restrictions under an insider trading policy and (B) restrictions as to the use of a specified brokerage firm for such resales or other transfers;
(xv) to provide, either at the time an Award is granted or by subsequent action, that an Award shall contain as a term thereof, a right, either in tandem with the other rights under the Award or as an alternative thereto, of the Participant to receive, without payment to the Company, a number of Shares, cash or a combination thereof, the amount of which is determined by reference to the value of the Award; and
(xvi) to make all other determinations deemed necessary or advisable for administering the Plan and any Award granted hereunder.
(c) Effect of Administrator’s Decision. All decisions, determinations and interpretations by the Administrator regarding the Plan, any rules and regulations under the Plan and the terms and conditions of any Award granted hereunder, shall be final and binding on all Participants and on all other persons, subject to Section 22(e) and (f). The Administrator shall consider such factors as it deems relevant, in its sole and absolute discretion, when making such decisions, determinations and interpretations, including, without limitation, the recommendations or advice of any officer or other employee of the Company, and such attorneys, consultants and accountants as it may select.
5. Eligibility.
Awards may be granted to Employees and Directors of the Company or any of its Affiliates; provided that Incentive Stock Options may be granted only to Employees of the Company or of a Subsidiary of the Company.
6. Term of Plan.
The Plan, as an amendment and restatement of the Cathay General Bancorp 2005 Incentive Plan, was approved by the Board on March 19, 2015, and shall become effective upon stockholder approval at the annual meeting of stockholders on May 18, 2015, or any adjournment or postponement thereof. Unless terminated earlier under Section 15, the Plan shall continue for ten (10) years from the date of such stockholder approval. When the Plan terminates, no Awards shall be granted under the Plan thereafter.
7. Term of Award.
The term of each Award shall be determined by the Administrator and stated in the Award Agreement. In the case of an Option, the term shall be ten (10) years from the Grant Date or such shorter term as may be provided in the Award Agreement; provided that an Incentive Stock Option granted to an Employee who on the Grant Date owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Subsidiary shall have a term of no more than five (5) years from the Grant Date.
8. Options.
The Administrator may grant an Option or provide for the grant of an Option, either from time to time in the discretion of the Administrator or automatically upon the occurrence of specified events, including, without limitation, the achievement of performance goals or the satisfaction of an event or condition within the control of the Awardee or within the control of others.
(a) Option Agreement. Each Option Agreement shall contain provisions regarding (i) the number of Shares that may be issued upon exercise of the Option, (ii) the type of Option, (iii) the exercise price of the Shares and the means of payment for the Shares, (iv) the term of the Option, (v) such terms and conditions on the vesting and/or exercisability of an Option as may be determined from time to time by the Administrator, provided that such Option is subject to a vesting schedule of no less than one year, (vi) restrictions on the transfer of the Option or the Shares issued upon exercise of the Option and forfeiture provisions, and (vii) such further terms and conditions, in each case not inconsistent with the Plan, as may be determined from time to time by the Administrator.
(b) Exercise Price. The per share exercise price for the Shares to be issued pursuant to exercise of an Option shall be determined by the Administrator, subject to the following:
(i) In the case of an Incentive Stock Option, the per Share exercise price shall be no less than one hundred percent (100%) of the Fair Market Value per Share on the Grant Date; provided, however, that in the case of an Incentive Stock Option granted to an Employee who on the Grant Date owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Subsidiary, the per Share exercise price shall be no less than one hundred ten percent (110%) of the Fair Market Value per Share on the Grant Date.
(ii) In the case of a Nonstatutory Stock Option, the per Share exercise price shall be no less than 100% of the Fair Market Value per Share on the Grant Date.
(iii) Notwithstanding the foregoing, at the Administrator’s discretion, Conversion Awards may be granted in substitution and/or conversion of options of an acquired entity, with a per Share exercise price of less than one hundred percent (100%) of the Fair Market Value per Share on the date of such substitution and/or conversion.
(c) No Option Repricings. Other than in connection with a change in the Company’s capitalization (as described in Section 14(a)), the exercise price of an Option may not be reduced without stockholder approval.
(d) Vesting Period and Exercise Dates. Options granted under the Plan shall vest and/or be exercisable at such time and in such installments during the period prior to the expiration of the Option’s term as determined by the Administrator. The Administrator shall have the right to make the timing of the ability to exercise any Option granted under the Plan subject to continued employment, the passage of time and/or such performance requirements as deemed appropriate by the Administrator. At any time after the grant of an Option, the Administrator may reduce or eliminate any restrictions surrounding any Participant’s right to exercise all or part of the Option.
(e) Form of Consideration. The Administrator shall determine the acceptable form of consideration for exercising an Option, including the method of payment, either through the terms of the Option Agreement or at the time of exercise of an Option. Acceptable forms of consideration may include:
(i) cash;
(ii) check or wire transfer (denominated in U.S. Dollars);
(iii) subject to any conditions or limitations established by the Administrator, other Shares which have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which said Option shall be exercised;
(iv) consideration received by the Company under “cashless exercise” procedures acceptable to the Administrator with either affiliated persons or unaffiliated parties that provide financing for the purpose of (or otherwise facilitate) the exercise of Options consistent with Applicable Law;
(v) such other consideration and method of payment for the issuance of Shares to the extent permitted by Applicable Law; or
(vi) any combination of the foregoing methods of payment.
9. Incentive Stock Option Limitations/Terms.
(a) Eligibility. Only employees (as determined in accordance with Code Section 3401(c) and the regulations promulgated thereunder) of the Company or any of its Subsidiaries may be granted Incentive Stock Options.
(b) $100,000 Limitation. Notwithstanding the designation “Incentive Stock Option” in an Option Agreement, if and to the extent that the aggregate Fair Market Value of the Shares with respect to which Incentive Stock Options are exercisable for the first time by the Awardee during any calendar year (under all plans of the Company and any of its Subsidiaries) exceeds $100,000, such Options shall be treated as Nonstatutory Stock Options. For purposes of this Section 9(b), Incentive Stock Options shall be taken into account in the order in which they were granted. The Fair Market Value of the Shares shall be determined as of the Grant Date.
(c) Effect of Termination of Employment on Incentive Stock Options.
(i) Generally. Unless otherwise provided for by the Administrator, upon an Awardee’s Termination of Employment, other than as a result of circumstances described in Sections 9(c)(ii) and (iii) below, any outstanding Incentive Stock Option granted to such Awardee, whether vested or unvested, to the extent not theretofore exercised, shall terminate immediately upon the Awardee’s Termination of Employment; provided, however, that the Administrator may in the Option Agreement specify a period of time (but not beyond the earlier of three months following the date of such Termination of Employment or the expiration date of the Option) following Termination of Employment during which the Awardee may exercise the Option as to Shares that were vested and exercisable as of the date of Termination of Employment. To the extent such a period following Termination of Employment is specified, the Option shall automatically terminate at the end of such period to the extent the Awardee has not exercised it within such period.
(ii) Disability of Awardee. Unless otherwise provided for by the Administrator, upon an Awardee’s Termination of Employment as a result of the Awardee’s Total and Permanent Disability, all outstanding Incentive Stock Options granted to such Awardee that were vested and exercisable as of the date of the Awardee’s Termination of Employment may be exercised by the Awardee until the earlier of (A) one (1) year following Awardee’s Termination of Employment as a result of Awardee’s Disability or (B) the expiration of the term of such Option. If the Participant does not exercise such Option within the time specified, the Option (to the extent not exercised) shall automatically terminate.
(iii) Death of Awardee. Unless otherwise provided for by the Administrator, upon an Awardee’s Termination of Employment as a result of the Awardee’s death, all outstanding Incentive Stock Options granted to such Awardee that were vested and exercisable as of the date of the Awardee’s death may be exercised until the earlier of (A) one (1) year following the Awardee’s death or (B) the expiration of the term of such Option. If an Incentive Stock Option is held by the Awardee when he or she dies, the Incentive Stock Option may be exercised, to the extent the Option is vested and exercisable, by the beneficiary designated by the Awardee (as provided in Section 16), the executor or administrator of the Awardee’s estate or, if none, by the person(s) entitled to exercise the Incentive Stock Option under the Awardee’s will or the laws of descent or distribution. If the Incentive Stock Option is not so exercised within the time specified, such Option (to the extent not exercised) shall automatically terminate.
(d) Leave of Absence. The Administrator shall have the discretion to determine whether and to what extent the vesting of Options shall be tolled during any unpaid leave of absence; provided, however, that in the absence of such determination, vesting of Options shall be tolled during any leave that is not a leave required to be provided to the Awardee under Applicable Law. In the event of military leave, vesting shall toll during any unpaid portion of such leave, provided that, upon an Awardee’s returning from military leave (under conditions that would entitle him or her to protection upon such return under the Uniform Services Employment and Reemployment Rights Act), he or she shall be given vesting credit with respect to Options to the same extent as would have applied had the Awardee continued to provide services to the Company throughout the leave on the same terms as he or she was providing services immediately prior to such leave.
(e) Transferability. An Incentive Stock Option cannot be transferred by the Awardee otherwise than by will or the laws of descent and distribution, and, during the lifetime of such Awardee, may only be exercised by the Awardee. If the terms of an Incentive Stock Option are amended to permit transferability, the Option will be treated for tax purposes as a Nonstatutory Stock Option. The designation of a beneficiary by an Awardee will not constitute a transfer.
(f) Exercise Price. The per Share exercise price of an Incentive Stock Option shall be determined by the Administrator in accordance with Section 8(b)(i).
(g) Other Terms. Option Agreements evidencing Incentive Stock Options shall contain such other terms and conditions as may be necessary to qualify, to the extent determined desirable by the Administrator, with the applicable provisions of Code Section 422.
10. Exercise of Option.
(a) Procedure for Exercise; Rights as a Stockholder.
(i) Any Option granted hereunder shall be exercisable according to the terms of the Plan and at such times and under such conditions as determined by the Administrator and set forth in the respective Option Agreement.
(ii) An Option shall be deemed exercised when the Company receives (A) written or electronic notice of exercise (in accordance with the Option Agreement) from the person entitled to exercise the Option; (B) full payment for the Shares with respect to which the related Option is exercised; and (C) payment of all applicable withholding taxes.
(iii) Shares issued upon exercise of an Option shall be issued in the name of the Participant or, if requested by the Participant, in the name of the Participant and his or her spouse. Unless provided otherwise by the Administrator or pursuant to the Plan, until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Shares subject to an Option, notwithstanding the exercise of the Option.
(iv) The Company shall issue (or cause to be issued) such Shares as soon as administratively practicable after the Option is exercised. An Option may not be exercised for a fraction of a Share.
(b) Effect of Termination of Employment on Nonstatutory Stock Options.
(i) Generally. Unless otherwise provided for by the Administrator, upon an Awardee’s Termination of Employment other than as a result of circumstances described in Sections 10(b)(ii) and (iii) below, any outstanding Nonstatutory Stock Option granted to such Awardee, whether vested or unvested, to the extent not theretofore exercised, shall terminate immediately upon the Awardee’s Termination of Employment; provided, however, that the Administrator may in the Option Agreement specify a period of time (but not beyond the expiration date of the Option) following Termination of Employment during which the Awardee may exercise the Option as to Shares that were vested and exercisable as of the date of Termination of Employment. To the extent such a period following Termination of Employment is specified, the Option shall automatically terminate at the end of such period to the extent the Awardee has not exercised it within such period.
(ii) Disability of Awardee. Unless otherwise provided for by the Administrator, upon an Awardee’s Termination of Employment as a result of the Awardee’s Total and Permanent Disability, all outstanding Nonstatutory Stock Options granted to such Awardee that were vested and exercisable as of the date of the Awardee’s Termination of Employment may be exercised by the Awardee until the earlier of (A) one (1) year following Awardee’s Termination of Employment as a result of Awardee’s Disability or (B) the expiration of the term of such Option. If the Participant does not exercise such Option within the time specified, the Option (to the extent not exercised) shall automatically terminate.
(iii) Death of Awardee. Unless otherwise provided for by the Administrator, upon an Awardee’s Termination of Employment as a result of the Awardee’s death, all outstanding Nonstatutory Stock Options granted to such Awardee that were vested and exercisable as of the date of the Awardee’s death may be exercised until the earlier of (A) one (1) year following the Awardee’s death or (B) the expiration of the term of such Option. If a Nonstatutory Stock Option is held by the Awardee when he or she dies, such Option may be exercised, to the extent the Option is vested and exercisable, by the beneficiary designated by the Awardee (as provided in Section 16), the executor or administrator of the Awardee’s estate or, if none, by the person(s) entitled to exercise the Nonstatutory Stock Option under the Awardee’s will or the laws of descent or distribution. If the Nonstatutory Stock Option is not so exercised within the time specified, such Option (to the extent not exercised) shall automatically terminate.
(c) Leave of Absence. The Administrator shall have the discretion to determine whether and to what extent the vesting of Options shall be tolled during any unpaid leave of absence; provided, however, that in the absence of such determination, vesting of Options shall be tolled during any leave that is not a leave required to be provided to the Awardee under Applicable Law. In the event of military leave, vesting shall toll during any unpaid portion of such leave, provided that, upon an Awardee’s returning from military leave (under conditions that would entitle him or her to protection upon such return under the Uniform Services Employment and Reemployment Rights Act), he or she shall be given vesting credit with respect to Options to the same extent as would have applied had the Awardee continued to provide services to the Company throughout the leave on the same terms as he or she was providing services immediately prior to such leave.
11. Stock Awards.
(a) Stock Award Agreement. Each Stock Award Agreement shall contain provisions regarding (i) the number of Shares subject to such Stock Award or a formula for determining such number, (ii) the purchase price of the Shares, if any, and the means of payment for the Shares, (iii) the performance criteria (including Qualifying Performance Criteria), if any, and level of achievement versus these criteria that shall determine the number of Shares granted, issued, retainable and/or vested, (iv) such terms and conditions on the grant, issuance, vesting and/or forfeiture of the Shares as may be determined from time to time by the Administrator, (v) restrictions on the transferability of the Stock Award, and (vi) such further terms and conditions in each case not inconsistent with the Plan as may be determined from time to time by the Administrator.
(b) Restrictions and Performance Criteria. The grant, issuance, retention and/or vesting of each Stock Award or the Shares subject thereto may be subject to such performance criteria (including Qualifying Performance Criteria) and level of achievement versus these criteria as the Administrator shall determine, which criteria may be based on financial performance, personal performance evaluations and/or completion of service by the Awardee. Notwithstanding anything to the contrary herein, the performance criteria for any Stock Award that is intended to satisfy the requirements for a Qualified Performance-Based Award shall be established by the Administrator based on one or more Qualifying Performance Criteria selected by the Administrator and specified in writing not later than ninety (90) days after the commencement of the period of service to which the performance goals relates, provided that the outcome is substantially uncertain at that time (or in such other manner that complies with Code Section 162(m) and Treasury Regulations thereunder).
(c) Forfeiture. Unless otherwise provided for by the Administrator, upon the Awardee’s Termination of Employment, the Stock Award and the Shares subject thereto shall be forfeited, provided that to the extent that the Participant purchased any Shares, the Company shall have a right to repurchase the unvested Shares at such price and on such terms and conditions as the Administrator determines.
(d) Rights as a Stockholder. Unless otherwise provided by the Administrator, the Participant shall have the rights equivalent to those of a stockholder and shall be a stockholder only after Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company) to the Participant.
(e) Stock Appreciation Rights .
(i) General . The Administrator may grant Stock Appreciation Rights to eligible Participants subject to terms and conditions not inconsistent with the Plan and determined by the Administrator. Stock Appreciation Rights may be granted either alone, in addition to, or in tandem with other Awards granted under the Plan. The specific terms and conditions applicable to the Participant shall be provided for in the Stock Award Agreement. Stock Appreciation Rights shall be exercisable, in whole or in part, at such times as the Board shall specify in the Stock Award Agreement, provided that such Stock Appreciation Rights are subject to a vesting schedule of no less than one year.
(ii) Exercise Price of Stock Appreciation Right . In the case of a Stock Appreciation Right, the per Share exercise price shall be no less than one hundred percent (100%) of the Fair Market Value per Share on the Grant Date.
(iii) Exercise of Stock Appreciation Right . Upon the exercise of a Stock Appreciation Right, in whole or in part, the Participant shall be entitled to a payment in an amount equal to the excess of the Fair Market Value on the date of exercise of a fixed number of Shares covered by the exercised portion of the Stock Appreciation Right, over the Fair Market Value on the grant date of the Shares covered by the exercised portion of the Stock Appreciation Right. The amount due to the Participant upon the exercise of a Stock Appreciation Right shall be paid in such form of consideration as determined by the Board and may be in cash, Shares or a combination thereof, over the period or periods specified in the Stock Award Agreement. A Stock Award Agreement may place limits on the amount that may be paid over any specified period or periods upon the exercise of a Stock Appreciation Right, on an aggregate basis or as to any Participant. A Stock Appreciation Right shall be considered exercised when the Company receives written notice of exercise in accordance with the terms of the Stock Award Agreement from the person entitled to exercise the Stock Appreciation Right.
(iv) Nonassignability of Stock Appreciation Rights. Except as determined by the Administrator, no Stock Appreciation Right shall be assignable or otherwise transferable by the Participant except by will or by the laws of descent and distribution.
(f) Stock Units .
(i) General . The Administrator may grant an Award of Stock Units to any eligible Participant on such terms as the Administrator may determine in its sole discretion. Awards of Stock Units may be paid in Shares or cash (or in a combination of Shares and cash) as provided by the Administrator in the applicable sub-plan, Plan addendum or Award Agreement under which the Award of Stock Units is made.
(ii) Terms of Stock Units . Stock Units shall be documented in the form of a sub-plan, Plan addendum or Award Agreement, which shall contain all provisions regarding: (A) the number of Stock Units subject to such Award or a formula for determining such number, (B) the performance criteria (including Qualifying Performance Criteria), if any, and level of achievement versus these criteria that shall determine the number of Stock Units granted, issued, retainable and/or vested, (C) such terms and conditions on the grant, issuance, vesting and/or forfeiture of the Stock Units as may be determined from time to time by the Administrator, (D) the form and timing of any payment earned by virtue of vested Stock Units, (E) the terms and rights of a Participant with respect to Dividend Equivalents (as defined below), and (F) such further terms and conditions, in each case not inconsistent with the Plan, as may be required by Applicable Law, including, without limitation, Code Section 409A, or as may be determined from time to time by the Administrator.
(iii) Dividend Equivalent Rights . Subject to the terms of the applicable sub-plan, Plan addendum or Award Agreement under which Stock Units may be granted, a Participant receiving an Award of Stock Units may be entitled to an amount equal to the cash dividends or other cash distributions paid (or such portion of such dividend or other distribution as may be designated by the Administrator) with respect to each Share after the date of a Stock Unit Award (a “ Dividend Equivalent ”) for all Stock Units issued, provided such rights shall terminate immediately as to any Stock Units that cease to be eligible for vesting. The Administrator may provide that Dividend Equivalents may be deemed to be reinvested in Shares. No Dividend Equivalents shall be paid to a Participant with respect to any Stock Units that remain unvested or that are forfeited by the Participant for any reason.
12. Cash Awards.
(a) General . Each Cash Award will confer upon the Participant the opportunity to earn a future payment tied to the level of achievement with respect to one or more performance criteria established for a performance period of not less than one (1) year.
(b) Terms of Cash Award. Each Cash Award shall be documented in the form of a sub-plan, Plan addendum or Award Agreement, which shall contain all provisions regarding: (i) the target and maximum amount payable to the Participant as a Cash Award, (ii) the performance criteria and level of achievement versus these criteria which shall determine the amount of such payment, (iii) the period as to which performance shall be measured for establishing the amount of any payment, (iv) the form and timing of any payment earned by virtue of performance, (v) restrictions on the alienation or transfer of the Cash Award prior to actual payment, (vi) forfeiture provisions, and (vii) such further terms and conditions, in each case not inconsistent with the Plan, as may be required by Applicable Law, including, without limitation, Code Section 409A, or as may be determined from time to time by the Administrator.
(c) Performance Criteria. The Administrator shall establish the performance criteria and level of achievement versus these criteria which shall determine the target and the minimum and maximum amount payable under a Cash Award, which criteria may be based on financial performance and/or personal performance evaluations. The Administrator may specify the percentage of the target Cash Award that is intended to satisfy the requirements for a Qualified Performance-Based Award. Notwithstanding anything to the contrary herein, the performance criteria for any portion of a Cash Award that is intended to satisfy the requirements for a Qualified Performance-Based Award shall be a measure established by the Administrator based on one or more Qualifying Performance Criteria selected by the Administrator and specified in writing not later than 90 days after the commencement of the period of service to which the performance goals relates, provided that the outcome is substantially uncertain at that time (or in such other manner that complies with Code Section 162(m) and Treasury Regulations thereunder).
13. Other Provisions Applicable to Awards.
(a) Non-Transferability of Awards. Unless determined otherwise by the Administrator, an Award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by beneficiary designation, will or by the laws of descent or distribution. Subject to Section 9(e), the Administrator may in its discretion make an Award transferable to an Awardee’s family member or any other person or entity as it deems appropriate. If the Administrator makes an Award transferable, either at the time of grant or thereafter, such Award shall contain such additional terms and conditions as the Administrator deems appropriate, and any transferee shall be deemed to be bound by such terms upon acceptance of such transfer.
(b) Qualifying Performance Criteria. For purposes of the Plan, the term “Qualifying Performance Criteria” shall mean the criteria the Administrator selects for purposes of establishing the performance goals for a Participant for a performance period. The Qualifying Performance Criteria that will be used to establish performance goals are limited to the following: (i) cash flow; (ii) earnings (including gross margin, earnings before interest and taxes, earnings before taxes, and net earnings); (iii) earnings per share; (iv) growth in earnings or earnings per share; (v) stock price; (vi) return on equity or average stockholders’ equity; (vii) total stockholder return; (viii) return on capital; (ix) return on assets or net assets; (x) return on investment; (xi) revenue; (xii) income or net income; (xiii) operating income or net operating income, in aggregate or per share; (xiv) operating profit or net operating profit; (xv) operating margin; (xvi) return on operating revenue; (xvii) market share; (xviii) contract awards or backlog; (xix) overhead or other expense reduction; (xx) growth in stockholder value relative to the moving average of the S&P 500 Index or a peer group index; (xxi) credit rating; (xxii) strategic plan development and implementation (including individual performance objectives that relate to achievement of the Company’s or any business unit’s strategic plan); (xxiii) improvement in workforce diversity; (xxiv) growth of revenue, operating income or net income; (xxv) efficiency ratio; (xxvi) ratio of nonperforming assets to total assets; and (xxvii) any other similar criteria. The Administrator shall, within the time prescribed by Code Section 162(m), define in an objective fashion the manner of calculating the Qualifying Performance Criteria it selects to use for such performance period for such Participant. For purposes of this Section 13(b), the term “performance goals” means the goals established in writing by the Administrator for the performance period based upon the Qualifying Performance Criteria. Depending on the Qualifying Performance Criteria used to establish such performance goals, the performance goals may be expressed in terms of overall Company performance or the performance of an Affiliate or an individual. The Administrator shall establish performance goals for each performance period prior to, or as soon as practicable after, the commencement of such performance period. The Administrator, in its discretion, may, within the time prescribed by Code Section 162(m), adjust or modify the calculation of performance goals for such performance period in order to prevent the dilution or enlargement of the rights of Participants (i) in the event of, or in anticipation of, any unusual or extraordinary corporate item, transaction, event, or development, or (ii) in recognition of, or in anticipation of, any other unusual or nonrecurring events affecting the Company, or the financial statements of the Company, or in response to, or in anticipation of, changes in Applicable Law, accounting principles, or business conditions.
(c) Certification. Prior to the payment of any compensation under a Qualified Performance-Based Award, the Administrator shall certify the extent to which any Qualifying Performance Criteria and any other material terms under such Award have been satisfied (other than in cases where such relate solely to the increase in the value of the Common Stock).
(d) Discretionary Adjustments Pursuant to Code Section 162(m). Notwithstanding satisfaction of any completion of any Qualifying Performance Criteria, to the extent specified at the time of grant of an Award to a “covered employee” within the meaning of Code Section 162(m), the number of Shares, Options or other benefits granted, issued, retainable and/or vested under an Award on account of satisfaction of such Qualifying Performance Criteria may be reduced by the Administrator on the basis of such further considerations as the Administrator in its sole discretion shall determine.
(e) Compliance with Code Section 409A. Notwithstanding anything to the contrary contained herein, to the extent that the Administrator determines that any Award granted under the Plan is subject to Code Section 409A and unless otherwise specified in the applicable Award Agreement, the Award Agreement evidencing such Award shall incorporate the terms and conditions necessary for such Award to avoid the consequences described in Code Section 409A(a)(1), and to the maximum extent permitted under Applicable Law (and unless otherwise stated in the applicable Award Agreement), the Plan and the Award Agreements shall be interpreted in a manner that results in their conforming to the requirements of Code Section 409A(a)(2), (3) and (4) and any Treasury Regulations or Internal Revenue Service interpretive guidance issued under Code Section 409A (whenever issued, the “ Guidance ”). Notwithstanding anything to the contrary in the Plan (and unless the Award Agreement provides otherwise, with specific reference to this sentence), to the extent that a Participant holding an Award that constitutes a “deferral of compensation” under Code Section 409A and the Guidance is a “specified employee” (also as defined thereunder), no distribution or payment of any amount shall be made before a date that is six (6) months following the date of such Participant’s “separation from service” (as defined in Code Section 409A and the Guidance) or, if earlier, the date of the Participant’s death.
14. Adjustments upon Changes in Capitalization, Dissolution, Merger or Asset Sale.
(a) Changes in Capitalization. Subject to any required action by the stockholders of the Company, (i) the number and kind of Shares covered by each outstanding Award, (ii) the price per Share subject to each such outstanding Award, and (iii) each of the Share limitations set forth in Section 3, shall be proportionately adjusted for any increase or decrease in the number or kind of issued shares resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration.” Such adjustment shall be made by the Administrator, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to an Award.
(b) Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Administrator shall notify each Participant as soon as practicable prior to the effective date of such proposed transaction. To the extent it has not been previously exercised or the Shares subject thereto issued to the Awardee and unless otherwise determined by the Administrator, an Award will terminate immediately prior to the consummation of such proposed transaction.
(c) Change in Control. In the event there is a Change in Control of the Company, the Board or Administrator may, in its discretion, (i) provide for the assumption or substitution of, or adjustment to, each outstanding Award; (ii) accelerate the vesting of Options and terminate any restrictions on Cash Awards or Stock Awards; and/or (iii) provide for termination of Awards as a result of the Change in Control on such terms and conditions as it deems appropriate, including, without limitation, providing for the cancellation of Awards for a cash payment to the Participant.
15. Amendment and Termination of the Plan.
(a) Amendment and Termination. The Board or Administrator may amend, alter or discontinue the Plan, sub-plan, Plan addendum or any Award Agreement, but any such amendment shall be subject to approval of the stockholders of the Company in the manner and to the extent required by Applicable Law. To the extent required to comply with Code Section 162(m), the Company shall seek from time to time by the stockholders re-approval of the Plan or of the material terms for the award of Qualified Performance-Based Awards to comply with Code Section 162(m). In addition, without limiting the foregoing, unless approved by the stockholders of the Company, no such amendment (or, in the case of (iii), action by the Administrator or the Board) shall be made that would:
(i) materially increase the maximum number of Shares for which Awards may be granted under the Plan, other than an increase pursuant to Section 14;
(ii) reduce the minimum exercise price at which Options may be granted under the Plan;
(iii) result in a repricing of Options or Stock Appreciation Rights by (A) reducing the exercise price of outstanding Options or Stock Appreciation Rights, (B) canceling an outstanding Option or Stock Appreciation Right held by an Awardee and re-granting to the Awardee a new Option or Stock Appreciation Right with a lower exercise price, or (C) cash buyout of an Option or Stock Appreciation Right when the Share price is lower than the exercise price of the Option or Stock Appreciation Right, provided that these limitations shall not apply in connection with a change in the Company’s capitalization pursuant to Section 14; or
(iv) change the class of persons eligible to receive Awards under the Plan.
(b) Effect of Amendment or Termination. No amendment, suspension or termination of the Plan shall impair the rights of any Award, unless mutually agreed otherwise between the Participant and the Administrator, which agreement must be in writing and signed by the Participant and the Company; provided further that the Administrator may amend an outstanding Award in order to conform it to the Administrator’s intent (in its sole discretion) that such Award not be subject to Code Section 409A(a)(1)(B). Termination of the Plan shall not affect the Administrator’s ability to exercise the powers granted to it hereunder with respect to Awards granted under the Plan prior to the date of such termination.
(c) Effect of the Plan on Other Arrangements. Neither the adoption of the Plan by the Board or a Committee nor the submission of the Plan to the stockholders of the Company for approval shall be construed as creating any limitations on the power of the Board or any Committee to adopt such other incentive arrangements as it or they may deem desirable, including, without limitation, the granting of restricted stock or stock options otherwise than under the Plan, and such arrangements may be either generally applicable or applicable only in specific cases. The value of Awards granted pursuant to the Plan will not be included as compensation, earnings, salaries or other similar terms used when calculating an Awardee’s benefits under any employee benefit plan sponsored by the Company or any Subsidiary except as such plan otherwise expressly provides.
16. Designation of Beneficiary.
(a) An Awardee may file a written designation of a beneficiary who is to receive the Awardee’s rights pursuant to Awardee’s Award or the Awardee may include his or her Awards in an omnibus beneficiary designation for all benefits under the Plan. To the extent that Awardee has completed a designation of beneficiary while employed with the Company, such beneficiary designation shall remain in effect with respect to any Award hereunder until changed by the Awardee to the extent enforceable under Applicable Law.
(b) Such designation of beneficiary may be changed by the Awardee at any time by written notice. In the event of the death of an Awardee and in the absence of a beneficiary validly designated under the Plan who is living at the time of such Awardee’s death, the Company shall allow the executor or administrator of the estate of the Awardee to exercise the Award, or if no such executor or administrator has been appointed (to the knowledge of the Company), the Company, in its discretion, may allow the spouse or one or more dependents or relatives of the Awardee to exercise the Award to the extent permissible under Applicable Law or if no spouse, dependent or relative is known to the Company, then to such other person as the Company may designate.
17. No Right to Awards or to Employment.
No person shall have any claim or right to be granted an Award and the grant of any Award shall not be construed as giving an Awardee the right to continue in the employ of the Company or its Affiliates. Further, the Company and its Affiliates expressly reserve the right, at any time, to dismiss any Employee at any time, with or without cause, and without liability or any claim under the Plan, except as provided herein or in any Award Agreement entered into hereunder.
18. Legal Compliance.
Shares shall not be issued pursuant to the exercise of an Option or Stock Award unless the exercise of such Option or Stock Award and the issuance and delivery of such Shares shall comply with Applicable Law and shall be further subject to the approval of counsel for the Company with respect to such compliance.
19. Inability to Obtain Authority.
To the extent the Company is unable, or the Administrator deems it not feasible to, obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, the Company shall be relieved of any liability with respect to the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.
20. Reservation of Shares.
The Company, during the term of the Plan, will at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan.
21. Notice.
Any written notice to the Company required by any provisions of the Plan shall be addressed to the Secretary of the Company and shall be effective when received.
22. Governing Law; Interpretation of Plan and Awards.
(a) This Plan and all determinations made and actions taken pursuant hereto shall be governed by the substantive laws, but not the choice of law rules, of the State of California.
(b) In the event that any provision of the Plan or any Award granted under the Plan is declared to be illegal, invalid or otherwise unenforceable by a court of competent jurisdiction, such provision shall be reformed, if possible, to the extent necessary to render it legal, valid and enforceable, or otherwise deleted, and the remainder of the terms of the Plan and/or Award shall not be affected except to the extent necessary to reform or delete such illegal, invalid or unenforceable provision.
(c) The headings preceding the text of the sections hereof are inserted solely for convenience of reference, and shall not constitute a part of the Plan, nor shall they affect its meaning, construction or effect. Unless the context
otherwise requires, references to sections shall be to sections of the Plan.
(d) The terms of the Plan and any Award shall inure to the benefit of and be binding upon the parties hereto and their respective permitted heirs, beneficiaries, successors and assigns.
(e) All questions arising under the Plan or under any Award shall be decided by the Administrator in its total and absolute discretion. In the event the Participant believes that a decision by the Administrator with respect to such person was arbitrary or capricious, the Participant may request arbitration with respect to such decision. The review by the arbitrator shall be limited to determining whether the Administrator’s decision was arbitrary or capricious. This arbitration shall be the sole and exclusive review permitted of the Administrator’s decision, and the Awardee shall as a condition to the receipt of an Award be deemed to explicitly waive any right to judicial review.
(f) Notice of demand for arbitration shall be made in writing to the Administrator within thirty (30) days after the applicable decision by the Administrator, and any such arbitration shall be initiated no later than sixty (60) days after such decision pursuant to the Commercial Arbitration Rules (the “ Rules ”) of the American Arbitration Association (the “ AAA ”) in effect at the time. The arbitration shall be conducted on an individual basis before a single arbitrator and administered pursuant to the AAA Rules at the office of AAA nearest the place of the Participant’s most recent employment with the Company or its Subsidiaries, unless the parties agree in writing on a different location. The arbitrator shall be an attorney knowledgeable about employee benefits and compensation chosen from the neutrals within the meaning of the AAA Rules. Any challenge to the neutrality of the arbitrator shall be resolved by the arbitrator whose decision shall be final and conclusive. Each party shall bear its own attorneys’ fees and costs associated with the arbitration, and the costs and expenses of the arbitration shall be borne as provided by the AAA Rules. The decision of the arbitrator on the issue(s) presented for arbitration shall be final and conclusive and may be enforced in any court of competent jurisdiction. The arbitrator shall not have the power to award punitive or exemplary damages.
(g) By accepting an Award made under the Plan, each Participant agrees that the Company may recover some or all Awards, recover some or all of the amounts paid with respect to Awards, or recoup some or all of the value thereof by offset from other amounts owed to the Participant by the Company or its Subsidiaries, at any time during the three (3) calendar years following grant hereunder, if and to the extent the Administrator determines that (i) federal or state law or the listing requirements of the exchange on which the Company’s stock is listed for trading so require, (ii) the performance criteria required for an Award were not met, or not met to the extent necessary to support the amount of an Award that was paid, or (iii) an Award, or any payment thereunder, was based on the achievement of financial results, as reported in an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q, or other report filed with the Securities and Exchange Commission, that were subsequently the subject of a restatement due to material noncompliance of the Company with any financial reporting requirement under the federal securities laws (other than as a result of a change in accounting principles). The right of recovery under this Section 22(g) shall be subject to any general clawback policy that is or may be adopted by the Company, the terms of which shall be incorporated herein to the extent applicable.
23. Limitation on Liability.
The Company and any Affiliate which is in existence or hereafter comes into existence shall not be liable to a Participant, an Employee, an Awardee or any other persons as to:
(a) The Non-Issuance of Shares. The non-issuance or sale of Shares as to which the Company has been unable to obtain from any regulatory body having jurisdiction the authority deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any shares hereunder; and
(b) Tax Consequences. Any tax consequence realized by any Participant, Employee, Awardee or other person due to the receipt, vesting, exercise or settlement of any Option or other Award granted hereunder or due to the transfer of any Shares issued hereunder. The Participant is responsible for, and by accepting an Award under the Plan agrees to bear, all taxes of any nature that are legally imposed upon the Participant in connection with an Award, and the Company does not assume, and will not be liable to any party for, any cost or liability arising in connection with such tax liability legally imposed on the Participant. In particular, Awards issued under the Plan may be characterized by the Internal Revenue Service (the “ IRS ”) as “deferred compensation” under the Code resulting in additional taxes, including in some cases interest and penalties. In the event the IRS determines that an Award constitutes deferred compensation under the Code or challenges any good faith characterization made by the Company or any other party of the tax treatment applicable to an Award, the Participant will be responsible for the additional taxes, and interest and penalties, if any, that are determined to apply if such challenge succeeds, and the Company will not reimburse the Participant for the amount of any additional taxes, penalties or interest that result.
24. Unfunded Plan.
Insofar as it provides for Awards, the Plan shall be unfunded. Although bookkeeping accounts may be established with respect to Awardees who are granted Cash Awards and Stock Awards under the Plan, any such accounts will be used merely as a bookkeeping convenience. The Company shall not be required to segregate any assets which may at any time be represented by Awards, nor shall the Plan be construed as providing for such segregation, nor shall the Company nor the Administrator be deemed to be a trustee of stock or cash to be awarded under the Plan. Any liability of the Company to any Participant with respect to an Award shall be based solely upon any contractual obligations which may be created by the Plan; no such obligation of the Company shall be deemed to be secured by any pledge or other encumbrance on any property of the Company. Neither the Company nor the Administrator shall be required to give any security or bond for the performance of any obligation which may be created by the Plan.
18
Exhibit 10.5.11
CATHAY GENERAL BANCORP
RESTRICTED STOCK UNIT AGREEMENT
(Performance Shares - EPS)
This Agreement is executed as of this ___ day of __________, 20__ by and between CATHAY GENERAL BANCORP (the “Company”) and _________________ (“Employee”) pursuant to the Cathay General Bancorp 2005 Incentive Plan, as amended and restated effective May 18, 2015 (the “Plan”). Unless the context clearly indicates otherwise or such term is defined herein, all terms defined in the Plan and used in this Agreement (whether or not capitalized) have the meanings as set forth in the Plan.
1. |
Restricted Stock Units |
Pursuant to the Plan, and in consideration for services to be rendered to the Company, an Affiliate, or a Subsidiary, the Company hereby issues, as of the above date (the “Award Date”) to Employee an award of restricted stock units in accordance with Section 11 of the Plan and the terms and conditions of this Agreement (the “Award”). Each restricted stock unit represents the right to receive one share of the Company’s Common Stock (subject to adjustment pursuant to the Plan) in accordance with the terms and subject to the conditions (including the vesting conditions) set forth in this Agreement and the Plan.
(a) Target EPS Restricted Stock Units: The target number of restricted stock units the Employee is eligible to earn under this Agreement is ______________ (the “Target EPS Restricted Stock Units”). Notwithstanding the preceding sentence, the number of Target EPS Restricted Stock Units shall be deemed increased to the extent that dividends are paid during the term of the Award. For this purpose any dividend payments will be deemed reinvested on the ex-dividend date in additional Shares and dividends on such additional Shares shall be deemed reinvested in the same manner.
(b) Earned EPS Restricted Stock Units: The number of restricted stock units earned under this Agreement (the “Earned EPS Restricted Stock Units”) shall be equal to the Target EPS Restricted Stock Units multiplied by the EPS Performance Multiplier (as defined herein). The “EPS Performance Multiplier” will be determined by computing the Company’s actual cumulative EPS for the three calendar years ending ______________, 20__ (the “Maturity Date”) and then determining the EPS Performance Multiplier by reference to the following table:
Cumulative EPS Performance |
Payout as % of Target |
$____ or more |
___% |
$____ |
___% |
$____ |
___% |
Less than $____ |
___% |
If the Company’s Cumulative EPS Performance is between $____ and $____ or between $____ and $____, the EPS Performance Multiplier will be determined using straight line interpolation.
For the purpose of this computation, “EPS” shall be diluted earnings per share as reported in the Company’s Consolidated Statements of Operations and Comprehensive Income.
(c) Change in Control: Notwithstanding anything herein to the contrary, in the event of a Change in Control, the number of Earned EPS Restricted Stock Units shall be determined as of the date such Change in Control is consummated, rather than the Maturity Date, as follows:
(1) If the Change in Control occurs before __________, 20__, Earned EPS Restricted Stock Units shall be deemed earned at ___% of Target EPS Restricted Stock Units.
(2) If the Change in Control occurs on or after __________, 20__ and before __________, 20___, the number of Earned EPS Restricted Stock Units shall be determined by comparing actual _____ EPS to the following schedule (using straight line interpolation, as described above, for results between $____ and $____):
EPS Performance |
Payout as % of Target |
$____ or more |
____% |
$____ |
____% |
$____ |
____% |
Less than $____ |
____% |
(3) If the Change in Control occurs on or after __________, 20__ and before the Maturity Date, the number of Earned EPS Restricted Stock Units shall be determined by comparing the sum of actual ____ and ____ EPS to the following schedule (using straight line interpolation, as described above, for results between $____ and $____):
EPS Performance |
Payout as % of Target |
$____ or more |
____% |
$____ |
____% |
$____ |
____% |
Less than $____ |
____% |
Following a Change in Control, the vesting and distribution of Earned EPS Restricted Stock Units shall be determined by reference to Sections 2 and 3 of this Agreement.
2. |
Vesting and Distribution of Earned EPS Restricted Stock Units |
(a) The Award shall not be vested as of the Award Date and shall be forfeitable by the Employee without consideration or compensation unless and until otherwise vested pursuant to the terms of this Agreement.
(b) Except as set forth in Section 3 hereof, after the Award Date, a number of restricted stock units equal to the Earned EPS Restricted Stock Units will become 100% vested (referred to as “Vested Units”) on the Maturity Date, provided that the Employee remains continuously employed by the Company, an Affiliate, or a Subsidiary through such Maturity Date.
(c) Except as set forth in Section 3 hereof, the Employee has no rights, partial or otherwise, in the Award and/or any Shares subject thereto unless and until the Award has been earned pursuant to Section 1 and vested pursuant to this Section 2.
(d) Each Vested Unit shall be settled by the delivery of one Share (subject to adjustment under the Plan). Settlement will occur as soon as practicable following certification by the Company of the number of Earned EPS Restricted Stock Units and passage of the Maturity Date (or, if earlier, the date the Award becomes vested pursuant to the terms of Section 3), but in no event later than the earlier of (i) 90 days following the Maturity Date (or such earlier date that the Award becomes vested), or (ii) March 15th of the year following the year in which the Award becomes vested. No fractional Shares shall be issued pursuant to this Agreement.
(e) Neither the Award, nor any interest therein, may be sold, assigned, transferred, pledged or otherwise disposed of, alienated or encumbered, either voluntarily or involuntarily.
3. |
Termination Provisions |
(a) This Section sets forth the exclusive circumstances under which the Employee may become entitled to Vested Units even though he or she is not employed through the Maturity Date.
(b) The following definitions apply for the purposes of this Agreement:
(1) “Cause” means (unless otherwise expressly provided in an Award Agreement or another contract, including an employment agreement) the Company's termination of the Employee’s employment with the Company, its Affiliates, and its Subsidiaries following the occurrence of any one or more of the following: (a) the Employee’s conviction of, or plea of guilty or nolo contendere to, a felony; (b) the Employee’s willful and continual failure to substantially perform the Employee’s duties after written notification by the Company; (c) the Employee’s willful engagement in conduct that is materially injurious to the Company, an Affiliate, or a Subsidiary, monetarily or otherwise; (d) the Employee’s commission of an act of gross misconduct in connection with the performance of the Employee’s duties; or (e) the Employee’s material breach of any employment, confidentiality, or other similar agreement between the Company, its Affiliates, or its Subsidiaries and the Employee.
(2) “Good Reason” means, without the Employee's consent, (a) a material reduction in the position, duties, or responsibilities of the Employee from those in effect immediately prior to such change; (b) a reduction in the Employee’s base salary; (c) a relocation of the Employee’s primary work location to a distance of more than 50 miles from its location as of immediately prior to such change; or (d) a material breach by the Employee’s employer of any employment agreement between such employer and the Employee.
(3) “Qualifying Termination” means the termination of an Employee's employment with the Company, its Affiliates, and its Subsidiaries (a) by the Company, Affiliate, or Subsidiary for any reason other than Cause; or (b) by the Employee for Good Reason. Notwithstanding the foregoing, in no event will a termination of the Employee’s employment due to death or Total and Permanent Disability be a Qualifying Termination. Section 3(c) shall control in the event of the Employee’s termination of employment following a Change in Control on account of death, Total and Permanent Disability, or Retirement.
(4) “Retirement” means the termination of the Employee’s employment with the Company, its Affiliates, and its Subsidiaries after __________, 20__ by reason of the Employee having either (a) attained the age of 65, or (b) attained the age of 60 and completed a total of ten or more consecutive years of employment with the Company, its Affiliates, and its Subsidiaries.
(c) Termination on Account of Death, Total and Permanent Disability, or Retirement: If the Employee dies, incurs a Total and Permanent Disability, or terminates employment on account of Retirement prior to the Maturity Date, he or she shall continue to be entitled to receive the Earned EPS Restricted Stock Units hereunder, to the extent earned, but the amount otherwise payable shall be prorated to reflect the period from the Award Date through the Maturity Date during which the Employee was employed.
For this purpose the computation of the amount of Earned EPS Restricted Stock Units shall be made as of the end of the calendar year in which occurs the Employee’s death, Total and Permanent Disability, or Retirement, by computing the actual EPS of the Company for the calendar year ending __________, 20__, the two calendar years ending _________, 20__, or the three calendar years ending on the Maturity Date, as the case may be, to the relevant payout table in Section 1(b) or (c) above. Payment of Earned EPS Restricted Stock Units shall then be made within a reasonable period of time after the completion and certification of such computation by the Committee, in accordance with Section 2(d).
The terms of this Section 3(c) shall control in the event of any termination of the Employee’s employment on account of death, Total and Permanent Disability, or Retirement prior to the Maturity Date, regardless of whether such termination of employment occurs prior to, coincident with, or following a Change in Control.
(d) Change in Control:
(1) In the event of a Change in Control, unless the Award is continued or assumed by a public company, the Earned EPS Restricted Stock Units, to the extent earned pursuant to Section 1(c), shall be fully vested immediately prior to the Change in Control and distributed in accordance with Section 2(d).
(2) If the Award is continued or assumed by a public company, then payment of the Earned EPS Restricted Stock Units shall continue to be contingent on the Employee’s employment through the Maturity Date unless there is a Qualifying Termination within two years following the Change in Control. If a Qualifying Termination occurs, the restrictions on all unvested Earned EPS Restricted Stock Units shall immediately lapse. Any distribution of such Vested Units shall be made in accordance with Section 2(d) based on the extent to which they have been earned pursuant to Section 1(c). Section 3(c) shall control in the event of the Employee’s termination of employment following a Change in Control on account of death, Total and Permanent Disability, or Retirement.
4. |
Compliance with Section 409A of the Code |
Notwithstanding any other provision of the Plan or this Agreement to the contrary, the Plan and this Agreement shall be construed or deemed to be amended as necessary to remain exempt from or comply with the requirements of Section 409A of the Code and to avoid the imposition of any additional or accelerated taxes or other penalties under Section 409A of the Code. The Committee, in its sole discretion, shall determine the requirements of Section 409A of the Code applicable to the Plan and this Agreement and shall interpret the terms of each consistently therewith. Under no circumstances, however, shall the Company, an Affiliate, or a Subsidiary have any liability under the Plan or this Agreement for any taxes, penalties, or interest due on amounts paid or payable pursuant to the Plan and/or this Agreement, including any taxes, penalties, or interest imposed under Section 409A of the Code.
5. |
Status of Employee |
Employee shall have no rights as a stockholder (including, without limitation, any voting rights or rights to receive dividends with respect to the Shares subject to the Award) with respect to either the Award granted hereunder or the Shares underlying the Award, unless and until such Shares are issued in respect of Vested Units, and then only to the extent of such issued Shares.
6. |
Nature of Award |
In accepting the Award, the Employee acknowledges, understands, and agrees that:
(a) The Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended, or terminated by the Company at any time, to the extent permitted by the Plan.
(b) The award of the restricted stock units hereunder is voluntary and occasional and does not create any contractual or other right to receive future Awards of restricted stock units, or any benefits in lieu of restricted stock units, even if restricted stock units have been awarded in the past.
(c) All decisions with respect to future restricted stock unit or other awards, if any, will be at the sole discretion of the Company.
(d) The Award and the Employee’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or services contract with the Company, an Affiliate, or a Subsidiary and shall not interfere with the ability of the Company, an Affiliate, or a Subsidiary, as applicable, to terminate the Employee’s employment or service relationship (if any).
(e) The Award and the Shares subject to the Award, the value of same, and any ultimate gain, loss, income, or expense associated with the Award are not part of the Employee’s normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement, welfare benefits, or similar payments.
(f) No claim or entitlement to compensation or damages shall arise from forfeiture of the Award for any reason, including forfeiture resulting from the Employee ceasing to provide employment or other services to the Company, an Affiliate, or a Subsidiary (for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Employee is employed or the terms of the Employee’s employment agreement, if any), and in consideration of the Award to which the Employee is otherwise not entitled, the Employee irrevocably agrees never to institute or allow to be instituted on his or her behalf any claim against the Company, its Affiliates, or its Subsidiaries, waives his or her ability, if any, to bring any such claim, and releases the Company, its Affiliates, and its Subsidiaries from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Employee shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim.
(g) The Employee has received copies of the Plan and the Plan prospectus from the Company and agrees to receive stockholder information, including copies of any annual report, proxy statement, or periodic report, from the Company’s website (http://www.cathaygeneralbancorp.com). The Employee acknowledges that copies of the Plan, Plan prospectus, Plan information, and stockholder information are available upon written or telephonic request to the Director of Human Resources of the Company, its Affiliates, or its Subsidiaries (the “Director of Human Resources”).
7. |
Data Privacy |
The Employee hereby explicitly and unambiguously consents to the collection, use, and transfer, in electronic or other form, of the Employee’s personal data as described in this document by and among, as applicable, the Company, its Affiliates, and its Subsidiaries for the exclusive purpose of implementing, administering, and managing the Employee’s participation in the Plan. The Employee understands that the Company, its Affiliates, and its Subsidiaries hold certain personal information about the Employee, including, but not limited to, name, home address, telephone number, date of birth, social security, insurance number, or other identification number, salary, nationality, job title, any Shares or directorships held in the Company, details of all options or any other entitlement to Shares awarded, canceled, purchased, exercised, vested, unvested or outstanding in the Employee’s favor for the purpose of implementing, managing, and administering the Plan (“Data”). The Employee understands that the Data may be transferred to any third parties assisting in the implementation, administration, and management of the Plan, that these recipients may be located in the Employee’s country of residence or elsewhere and that the recipient country may have different data privacy laws and protections than the Employee’s country of residence. The Employee understands that Employee may request a list with the names and addresses of any potential recipients of the Data by contacting the Director of Human Resources. The Employee authorizes the recipients to receive, possess, use, retain, and transfer the Data, in electronic or other form, for the purposes of implementing, administering, and managing the Employee’s participation in the Plan, including any requisite transfer of such Data, as may be required to a broker or other third party with whom the Employee may elect to deposit any Shares acquired under the Plan. The Employee understands that Data will be held only as long as is necessary to implement, administer, and manage participation in the Plan. The Employee understands that Employee may, at any time, view Data, request additional information about the storage and processing of the Data, require any necessary amendments to the Data or refuse or withdraw the consents herein, in any case without cost, by contacting the Director of Human Resources in writing. The Employee understands that refusing or withdrawing consent may affect the Employee’s ability to participate in the Plan. For more information on the consequences of refusing to consent or withdrawing consent, the Employee understands that Employee may contact the Director of Human Resources.
8. |
Taxes |
(a) The payment of requisite federal, state, local, or other taxes, if any, due upon the settlement of the Award may, at the discretion of the Committee, be satisfied by instructing the Company to withhold from the Shares otherwise issuable upon settlement of the Award that number of Shares having a total Fair Market Value equal to the amount of income and other taxes due as determined by the Company. Under no circumstances can the Company be required to withhold from the Shares that would otherwise be delivered to the Employee upon the settlement of the Award a number of Shares having a total Fair Market Value that exceeds the aggregate amount of taxes due as determined by the Company. To the extent that any surrender of Shares or payment of cash or alternative procedure for such payment is insufficient, the Employee authorizes the Company, its Affiliates, and Subsidiaries, which are qualified to deduct tax at the source, to deduct all applicable required withholding taxes and social insurance contributions from the Employee’s compensation to the extent permitted by law. The Employee agrees to pay any amounts that cannot be satisfied from wages or other cash compensation, to the extent permitted by law. The Employee acknowledges and agrees that the Company may delay the delivery of Shares that would otherwise be delivered to the Employee upon settlement of the Award until the Employee has made arrangements satisfactory to the Company to satisfy any income or other tax withholding obligations of the Employee.
(b) Regardless of any action the Company, an Affiliate, or Subsidiary takes with respect to any or all income tax, social insurance, payroll, or other taxes, the payment on account or ultimate liability for all taxes legally due by him or her is and remains the Employee’s responsibility. Neither the Company nor any Affiliate or Subsidiary (i) makes any representations or undertakings regarding the treatment of any taxes in connection with any aspect of this Award, including the vesting of the Award, the subsequent issuance of Shares or payment of other consideration related to such Vested Units, or the subsequent sale of any Shares acquired pursuant to such Vested Units, or (ii) commits to structure the terms or any aspect of this Award to reduce or eliminate the Employee’s liability for taxes.
9. |
Services as Employee |
Nothing contained in this Agreement or the Plan constitutes an employment or service commitment by the Company, its Affiliates, or its Subsidiaries, affects the Employee’s status as an employee at will who is subject to termination without Cause, confers upon the Employee any right to remain employed by or in service to the Company, its Affiliates, or its Subsidiaries, interferes in any way with the right of the Company, its Affiliates, and its Subsidiaries at any time to terminate such employment or services, or affects the right of the Company, its Affiliates, or its Subsidiaries to increase or decrease the Employee’s compensation or benefits. Nothing in this paragraph, however, is intended to adversely affect any independent contractual right of the Employee without his or her consent.
10. |
Miscellaneous Provisions |
(a) This Agreement is governed in all respects by the Plan and applicable law. With the exception of certain terms defined herein, in the event of any inconsistency between the terms of the Plan and this Agreement, the terms of the Plan shall prevail. Subject to the limitations of the Plan, the Company may, with the written consent of Employee, amend this Agreement. This Agreement shall be construed, administered, and enforced according to the laws of the State of California.
(b) The parties agree to execute such further instruments and to take such action as may reasonably be necessary to carry out the intent of this Agreement or as required by applicable law, rule, regulation, order, directive, or interpretive guidance from a governmental agency or authority.
(e) The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.
11. |
Agreement of Employee |
By signing below, the Employee (a) agrees to the terms and conditions of this Agreement; (b) confirms receipt of a copy of the Plan and all amendments and supplements thereto; and (c) appoints the officers of the Company as the Employee’s true and lawful attorney-in-fact, with full power of substitution in the premises, granting to each full power and authority to do and perform any and every act whatsoever requisite, necessary, or proper to be done, on behalf of the Employee that, in the opinion of such attorney-in-fact, is necessary or prudent to effect the forfeiture of the Award to the Company, or the delivery of the Shares to the Employee, in accordance with the terms and conditions of this Agreement.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first set forth above.
CATHAY GENERAL BANCORP
By:________________________________
EMPLOYEE
By:________________________________
8
Exhibit 10.5.12
CATHAY GENERAL BANCORP
RESTRICTED STOCK UNIT AGREEMENT
(Performance Shares - TSR)
This Agreement is executed as of this ____ day of _________, 20__ by and between CATHAY GENERAL BANCORP (the “Company”) and _________________ (“Employee”) pursuant to the Cathay General Bancorp 2005 Incentive Plan, as amended and restated effective May 18, 2015 (the “Plan”). Unless the context clearly indicates otherwise or such term is defined herein, all terms defined in the Plan and used in this Agreement (whether or not capitalized) have the meanings as set forth in the Plan.
1. |
Restricted Stock Units |
Pursuant to the Plan, and in consideration for services to be rendered to the Company, an Affiliate, or a Subsidiary, the Company hereby issues, as of the above date (the “Award Date”) to Employee an award of restricted stock units in accordance with Section 11 of the Plan and the terms and conditions of this Agreement (the “Award”). Each restricted stock unit represents the right to receive one share of the Company’s Common Stock (subject to adjustment pursuant to the Plan) in accordance with the terms and subject to the conditions (including the vesting conditions) set forth in this Agreement and the Plan.
(a) Target TSR Restricted Stock Units: The target number of restricted stock units the Employee is eligible to earn under this Agreement is ______________ (the “Target TSR Restricted Stock Units”). Notwithstanding the preceding sentence, the number of Target TSR Restricted Stock Units shall be deemed increased to the extent that dividends are paid during the term of the Award. For this purpose any dividend payments will be deemed reinvested on the ex-dividend date in additional Shares and dividends on such additional Shares shall be deemed reinvested in the same manner.
(b) Earned TSR Restricted Stock Units: The number of restricted stock units earned under this Agreement (the “Earned TSR Restricted Stock Units”) shall be equal to the Target TSR Restricted Stock Units multiplied by the TSR Performance Multiplier (as defined herein). The “TSR Performance Multiplier” will be determined by comparing the Company’s total stockholder return to the total stockholder return of each of the companies in the Comparator Peer Group (as set forth below) over the period commencing on the Award Date and ending on _____________, 20__ (the “Performance Period”). “Total stockholder return” means total stockholder return as applied to the Company or any company in the Comparator Peer Group, meaning stock price appreciation from the beginning to the end of the Performance Period expressed as a percentage return. For purposes of computing total stockholder return, the beginning stock price will be the average stock price over the 20 trading days ending on the Award Date and the ending stock price will be the average stock price over the 20 trading days ending on the last day of the Performance Period. Any dividend payments over the Performance Period by a company will be deemed reinvested on the ex-dividend date in additional shares of the company.
The TSR Performance Multiplier will be calculated as set forth in the following table based upon the Company’s total stockholder return over the Performance Period when ranked against the total stockholder return over the Performance Period of each of the companies in the Comparator Peer Group:
Company TSR Rank |
TSR Performance Multiplier |
Below 30th percentile |
____% |
30th percentile |
____% |
50th percentile |
____% |
70th percentile or above |
____% |
If the Company’s total stockholder return over the Performance Period is between the ____ and ____ percentiles or ____ and ____ percentiles when ranked against the total stockholder return over the Performance Period of each of the companies in the Comparator Peer Group, the TSR Performance Multiplier will be determined using straight line interpolation based on the actual percentile ranking.
The “Comparator Peer Group” consists of those companies that are in the KBW Regional Banking Index on both the Award Date and the last day of the Performance Period.
(c) Change in Control: Notwithstanding anything herein to the contrary, in the event of a Change in Control, the number of Earned TSR Restricted Stock Units shall be determined as of the date such Change in Control is consummated, rather than the Maturity Date (as defined in Section 2), with the number of Earned TSR Restricted Stock Units determined as set forth in Section 1(b) hereof, based upon the Company’s total stockholder return and the total stockholder return of each of the companies in the Comparator Peer Group through the date of the Change in Control (and, with respect to the Company, instead of the 20-business day average, taking into account the consideration per share to be paid in the Change in Control transaction).
Following a Change in Control, the vesting and distribution of Earned TSR Restricted Stock Units shall be determined by reference to Sections 2 and 3 of this Agreement.
2. |
Vesting and Distribution of Earned TSR Restricted Stock Units |
(a) The Award shall not be vested as of the Award Date and shall be forfeitable by the Employee without consideration or compensation unless and until otherwise vested pursuant to the terms of this Agreement.
(b) Except as set forth in Section 3 hereof, after the Award Date, a number of restricted stock units equal to the Earned TSR Restricted Stock Units will become 100% vested (referred to as “Vested Units”) on the last day of the Performance Period (the “Maturity Date”), provided that the Employee remains continuously employed by the Company, an Affiliate, or a Subsidiary through such Maturity Date.
(c) Except as set forth in Section 3 hereof, the Employee has no rights, partial or otherwise, in the Award and/or any Shares subject thereto unless and until the Award has been earned pursuant to Section 1 and vested pursuant to this Section 2.
(d) Each Vested Unit shall be settled by the delivery of one Share (subject to adjustment under the Plan). Settlement will occur as soon as practicable following certification by the Company of the number of Earned TSR Restricted Stock Units and passage of the Maturity Date (or, if earlier, the date the Award becomes vested pursuant to the terms of Section 3), but in no event later than the earlier of (i) 90 days following the Maturity Date (or such earlier date that the Award becomes vested), or (ii) March 15th of the year following the year in which the Award becomes vested. No fractional Shares shall be issued pursuant to this Agreement.
(e) Neither the Award, nor any interest therein, may be sold, assigned, transferred, pledged or otherwise disposed of, alienated or encumbered, either voluntarily or involuntarily.
3. |
Termination Provisions |
(a) This Section sets forth the exclusive circumstances under which the Employee may become entitled to Vested Units even though he or she is not employed through the Maturity Date.
(b) The following definitions apply for the purposes of this Agreement:
(1) “Cause” means (unless otherwise expressly provided in an Award Agreement or another contract, including an employment agreement) the Company's termination of the Employee’s employment with the Company, its Affiliates, and its Subsidiaries following the occurrence of any one or more of the following: (a) the Employee’s conviction of, or plea of guilty or nolo contendere to, a felony; (b) the Employee’s willful and continual failure to substantially perform the Employee’s duties after written notification by the Company; (c) the Employee’s willful engagement in conduct that is materially injurious to the Company, an Affiliate, or a Subsidiary, monetarily or otherwise; (d) the Employee’s commission of an act of gross misconduct in connection with the performance of the Employee’s duties; or (e) the Employee’s material breach of any employment, confidentiality, or other similar agreement between the Company, its Affiliates, or its Subsidiaries and the Employee.
(2) “Good Reason” means, without the Employee's consent, (a) a material reduction in the position, duties, or responsibilities of the Employee from those in effect immediately prior to such change; (b) a reduction in the Employee’s base salary; (c) a relocation of the Employee’s primary work location to a distance of more than 50 miles from its location as of immediately prior to such change; or (d) a material breach by the Employee’s employer of any employment agreement between such employer and the Employee.
(3) “Qualifying Termination” means the termination of an Employee's employment with the Company, its Affiliates, and its Subsidiaries (a) by the Company, Affiliate, or Subsidiary for any reason other than Cause; or (b) by the Employee for Good Reason. Notwithstanding the foregoing, in no event will a termination of the Employee’s employment due to death or Total and Permanent Disability be a Qualifying Termination. Section 3(c) shall control in the event of the Employee’s termination of employment following a Change in Control on account of death, Total and Permanent Disability, or Retirement.
(4) “Retirement” means the termination of the Employee’s employment with the Company, its Affiliates, and its Subsidiaries after __________, 20__ by reason of the Employee having either (a) attained the age of 65, or (b) attained the age of 60 and completed a total of ten or more consecutive years of employment with the Company, its Affiliates, and its Subsidiaries.
(c) Termination on Account of Death, Total and Permanent Disability, or Retirement: If the Employee dies, incurs a Total and Permanent Disability, or terminates employment on account of Retirement prior to the Maturity Date, he or she shall continue to be entitled to receive the Earned TSR Restricted Stock Units hereunder, to the extent earned, but the amount otherwise payable shall be prorated to reflect the portion of the Performance Period during which the Employee was employed.
For this purpose the computation of the amount of Earned TSR Restricted Stock Units shall be made as of the date of the Employee’s death, Total and Permanent Disability, or Retirement, based on the total stockholder return of the Company and the Comparator Peer Group through such date. Payment of Earned TSR Restricted Stock Units shall be made within a reasonable period of time after the completion and certification of such computation by the Committee, in accordance with Section 2(d).
The terms of this Section 3(c) shall control in the event of any termination of the Employee’s employment on account of death, Total and Permanent Disability, or Retirement prior to the Maturity Date, regardless of whether such termination of employment occurs prior to, coincident with, or following a Change in Control.
(d) Change in Control:
(1) In the event of a Change in Control, unless the Award is continued or assumed by a public company, the Earned TSR Restricted Stock Units, to the extent earned pursuant to Section 1(c), shall be fully vested immediately prior to the Change in Control and distributed in accordance with Section 2(d).
(2) If the Award is continued or assumed by a public company, then payment of the Earned TSR Restricted Stock Units shall continue to be contingent on the Employee’s employment through the Maturity Date unless there is a Qualifying Termination within two years following the Change in Control. If a Qualifying Termination occurs, the restrictions on all unvested Earned TSR Restricted Stock Units shall immediately lapse. Any distribution of such Vested Units shall be made in accordance with Section 2(d) based on the extent to which they have been earned pursuant to Section 1(c). Section 3(c) shall control in the event of the Employee’s termination of employment following a Change in Control on account of death, Total and Permanent Disability, or Retirement.
4. |
Compliance with Section 409A of the Code |
Notwithstanding any other provision of the Plan or this Agreement to the contrary, the Plan and this Agreement shall be construed or deemed to be amended as necessary to remain exempt from or comply with the requirements of Section 409A of the Code and to avoid the imposition of any additional or accelerated taxes or other penalties under Section 409A of the Code. The Committee, in its sole discretion, shall determine the requirements of Section 409A of the Code applicable to the Plan and this Agreement and shall interpret the terms of each consistently therewith. Under no circumstances, however, shall the Company, an Affiliate, or a Subsidiary have any liability under the Plan or this Agreement for any taxes, penalties, or interest due on amounts paid or payable pursuant to the Plan and/or this Agreement, including any taxes, penalties, or interest imposed under Section 409A of the Code.
5. |
Status of Employee |
Employee shall have no rights as a stockholder (including, without limitation, any voting rights or rights to receive dividends with respect to the Shares subject to the Award) with respect to either the Award granted hereunder or the Shares underlying the Award, unless and until such Shares are issued in respect of Vested Units, and then only to the extent of such issued Shares.
6. |
Nature of Award |
In accepting the Award, the Employee acknowledges, understands, and agrees that:
(a) The Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended, or terminated by the Company at any time, to the extent permitted by the Plan.
(b) The award of the restricted stock units hereunder is voluntary and occasional and does not create any contractual or other right to receive future Awards of restricted stock units, or any benefits in lieu of restricted stock units, even if restricted stock units have been awarded in the past.
(c) All decisions with respect to future restricted stock unit or other awards, if any, will be at the sole discretion of the Company.
(d) The Award and the Employee’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or services contract with the Company, an Affiliate, or a Subsidiary and shall not interfere with the ability of the Company, an Affiliate, or a Subsidiary, as applicable, to terminate the Employee’s employment or service relationship (if any).
(e) The Award and the Shares subject to the Award, the value of same, and any ultimate gain, loss, income, or expense associated with the Award are not part of the Employee’s normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement, welfare benefits, or similar payments.
(f) No claim or entitlement to compensation or damages shall arise from forfeiture of the Award for any reason, including forfeiture resulting from the Employee ceasing to provide employment or other services to the Company, an Affiliate, or a Subsidiary (for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Employee is employed or the terms of the Employee’s employment agreement, if any), and in consideration of the Award to which the Employee is otherwise not entitled, the Employee irrevocably agrees never to institute or allow to be instituted on his or her behalf any claim against the Company, its Affiliates, or its Subsidiaries, waives his or her ability, if any, to bring any such claim, and releases the Company, its Affiliates, and its Subsidiaries from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Employee shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim.
(g) The Employee has received copies of the Plan and the Plan prospectus from the Company and agrees to receive stockholder information, including copies of any annual report, proxy statement, or periodic report, from the Company’s website (http://www.cathaygeneralbancorp.com). The Employee acknowledges that copies of the Plan, Plan prospectus, Plan information, and stockholder information are available upon written or telephonic request to the Director of Human Resources of the Company, its Affiliates, or its Subsidiaries (the “Director of Human Resources”).
7. |
Data Privacy |
The Employee hereby explicitly and unambiguously consents to the collection, use, and transfer, in electronic or other form, of the Employee’s personal data as described in this document by and among, as applicable, the Company, its Affiliates, and its Subsidiaries for the exclusive purpose of implementing, administering, and managing the Employee’s participation in the Plan. The Employee understands that the Company, its Affiliates, and its Subsidiaries hold certain personal information about the Employee, including, but not limited to, name, home address, telephone number, date of birth, social security, insurance number, or other identification number, salary, nationality, job title, any Shares or directorships held in the Company, details of all options or any other entitlement to Shares awarded, canceled, purchased, exercised, vested, unvested or outstanding in the Employee’s favor for the purpose of implementing, managing, and administering the Plan (“Data”). The Employee understands that the Data may be transferred to any third parties assisting in the implementation, administration, and management of the Plan, that these recipients may be located in the Employee’s country of residence or elsewhere and that the recipient country may have different data privacy laws and protections than the Employee’s country of residence. The Employee understands that Employee may request a list with the names and addresses of any potential recipients of the Data by contacting the Director of Human Resources. The Employee authorizes the recipients to receive, possess, use, retain, and transfer the Data, in electronic or other form, for the purposes of implementing, administering, and managing the Employee’s participation in the Plan, including any requisite transfer of such Data, as may be required to a broker or other third party with whom the Employee may elect to deposit any Shares acquired under the Plan. The Employee understands that Data will be held only as long as is necessary to implement, administer, and manage participation in the Plan. The Employee understands that Employee may, at any time, view Data, request additional information about the storage and processing of the Data, require any necessary amendments to the Data or refuse or withdraw the consents herein, in any case without cost, by contacting the Director of Human Resources in writing. The Employee understands that refusing or withdrawing consent may affect the Employee’s ability to participate in the Plan. For more information on the consequences of refusing to consent or withdrawing consent, the Employee understands that Employee may contact the Director of Human Resources.
8. |
Taxes |
(a) The payment of requisite federal, state, local, or other taxes, if any, due upon the settlement of the Award may, at the discretion of the Committee, be satisfied by instructing the Company to withhold from the Shares otherwise issuable upon settlement of the Award that number of Shares having a total Fair Market Value equal to the amount of income and other taxes due as determined by the Company. Under no circumstances can the Company be required to withhold from the Shares that would otherwise be delivered to the Employee upon the settlement of the Award a number of Shares having a total Fair Market Value that exceeds the aggregate amount of taxes due as determined by the Company. To the extent that any surrender of Shares or payment of cash or alternative procedure for such payment is insufficient, the Employee authorizes the Company, its Affiliates, and Subsidiaries, which are qualified to deduct tax at the source, to deduct all applicable required withholding taxes and social insurance contributions from the Employee’s compensation to the extent permitted by law. The Employee agrees to pay any amounts that cannot be satisfied from wages or other cash compensation, to the extent permitted by law. The Employee acknowledges and agrees that the Company may delay the delivery of Shares that would otherwise be delivered to the Employee upon settlement of the Award until the Employee has made arrangements satisfactory to the Company to satisfy any income or other tax withholding obligations of the Employee.
(b) Regardless of any action the Company, an Affiliate, or Subsidiary takes with respect to any or all income tax, social insurance, payroll, or other taxes, the payment on account or ultimate liability for all taxes legally due by him or her is and remains the Employee’s responsibility. Neither the Company nor any Affiliate or Subsidiary (i) makes any representations or undertakings regarding the treatment of any taxes in connection with any aspect of this Award, including the vesting of the Award, the subsequent issuance of Shares or payment of other consideration related to such Vested Units, or the subsequent sale of any Shares acquired pursuant to such Vested Units, or (ii) commits to structure the terms or any aspect of this Award to reduce or eliminate the Employee’s liability for taxes.
9. |
Services as Employee |
Nothing contained in this Agreement or the Plan constitutes an employment or service commitment by the Company, its Affiliates, or its Subsidiaries, affects the Employee’s status as an employee at will who is subject to termination without Cause, confers upon the Employee any right to remain employed by or in service to the Company, its Affiliates, or its Subsidiaries, interferes in any way with the right of the Company, its Affiliates, and its Subsidiaries at any time to terminate such employment or services, or affects the right of the Company, its Affiliates, or its Subsidiaries to increase or decrease the Employee’s compensation or benefits. Nothing in this paragraph, however, is intended to adversely affect any independent contractual right of the Employee without his or her consent.
10. |
Miscellaneous Provisions |
(a) This Agreement is governed in all respects by the Plan and applicable law. With the exception of certain terms defined herein, in the event of any inconsistency between the terms of the Plan and this Agreement, the terms of the Plan shall prevail. Subject to the limitations of the Plan, the Company may, with the written consent of Employee, amend this Agreement. This Agreement shall be construed, administered, and enforced according to the laws of the State of California.
(b) The parties agree to execute such further instruments and to take such action as may reasonably be necessary to carry out the intent of this Agreement or as required by applicable law, rule, regulation, order, directive, or interpretive guidance from a governmental agency or authority.
(e) The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.
11. |
Agreement of Employee |
By signing below, the Employee (a) agrees to the terms and conditions of this Agreement; (b) confirms receipt of a copy of the Plan and all amendments and supplements thereto; and (c) appoints the officers of the Company as the Employee’s true and lawful attorney-in-fact, with full power of substitution in the premises, granting to each full power and authority to do and perform any and every act whatsoever requisite, necessary, or proper to be done, on behalf of the Employee that, in the opinion of such attorney-in-fact, is necessary or prudent to effect the forfeiture of the Award to the Company, or the delivery of the Shares to the Employee, in accordance with the terms and conditions of this Agreement.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first set forth above.
CATHAY GENERAL BANCORP
By: _ _______________________________
EMPLOYEE
By:________________________________
8
Exhibit 10.5.13
CATHAY GENERAL BANCORP
RESTRICTED STOCK UNIT AGREEMENT
(Clawback Rider)
This Rider is incorporated into and forms a part of the Restricted Stock Unit Agreements (Performance Shares – EPS and Performance Shares – TSR) by and between CATHAY GENERAL BANCORP (the “Company”) and _________________ (“Employee”) dated the ____ day of _________, 20__ (collectively, the “Agreements”) and sets forth the conditions under which the Company will seek the forfeiture and recovery under Section 22(g) of the Cathay General Bancorp 2005 Incentive Plan, as amended and restated effective May 18, 2015 (the “Plan”), of restricted stock units awarded to the Employee under the Plan and the Agreements. Unless the context clearly indicates otherwise or such term is defined herein, all terms defined in the Plan and/or the Agreements and used in this Rider (whether or not capitalized) have the meanings as set forth in the Plan and/or the Agreements.
1. |
Clawback of Awards |
In the event, prior to the Maturity Date:
(a) An incentive compensation payment or award (including a cash bonus) was based upon the achievement of financial results, as reported in a Form 10-Q, Form 10-K, or other report filed with the Securities and Exchange Commission, that were subsequently the subject of a restatement due to material noncompliance of the Company with any financial reporting requirement under the federal securities laws (other than as a result of a change in accounting principles);
(b) A lower incentive compensation payment or award would have been made to the Employee based upon the restated financial results; and
(c) The incentive compensation payment or award occurred during the three-year period preceding the date on which the Company was required to prepare an accounting statement (which date shall be consistent with any rules and regulations promulgated under the Dodd-Frank Wall Street Reform and Consumer Protection Act);
then the Company will recover from the Employee the portion of any incentive compensation (including a cash bonus) paid to or received by the Employee that is greater than the amount that would have been paid or received had the Company’s financial results been properly reported (the “Excess Amount”).
2. |
Method of Recovery |
The recovery of the Excess Amount shall be accomplished by forfeiting and cancelling up to 50% of the aggregate Award of restricted stock units to the Employee under Section 11 of the Plan and the terms of the Agreements, whether such units are vested or not. If the Employee has already received a distribution of Shares under the Agreements prior to the Maturity Date, the Employee (or his or her estate in the event of distribution on account of death) agrees to surrender to the Company, within 30 days of receipt of notice from the Company, a number of Shares (not to exceed 50% of the total Shares received by the Employee pursuant to the Agreements) with an aggregate Fair Market Value equal to the Excess Amount. If applicable, the Employee shall be required to repay to the Company, in cash within 30 days of receipt of notice from the Company, the “stock proceeds” (as defined below) resulting from any sale or other disposition (including to the Company) of Shares received as a distribution under the Agreements prior to the Maturity Date. The term “stock proceeds” means, with respect to any sale or other disposition (including to the Company) of Shares, an amount determined appropriate by the Committee to reflect the Excess Amount. In no event will the stock proceeds recouped by the Company pursuant to this Rider exceed 50% of the aggregate Fair Market Value of all Shares received by the Employee pursuant to the Agreements.
3. |
General Provisions |
(a) The terms of this Rider shall apply in addition to the requirements of (i) Section 22(g) of the Plan, (ii) Section 304 of the Sarbanes-Oxley Act of 2002 applicable to the Company’s Chief Executive Officer and Chief Financial Officer, and (iii) any rules and regulations promulgated under the Dodd-Frank Wall Street Reform and Consumer Protection Act.
(b) The Company’s right of recovery under this Rider is in addition to any other right or remedy available to the Company, including termination of employment or institution of civil or criminal proceedings.
(c) The Employee shall acknowledge and accept this Rider and its incorporation by reference into the Agreements by signing below.
(d) The Committee shall have full and final authority to make all other determinations under this Rider. Any determination made by the Committee under this Rider shall be final, binding, and conclusive on all parties.
(e) Any recovery to recoup the amount of incentive compensation paid to or received by the Employee shall be made in a manner that complies with the requirements of Section 409A of the Code and regulations promulgated thereunder.
(f) If any provision of this Rider or the application of any provision in this Rider to the Employee shall be adjudicated to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions of this Rider, the Plan, or the Agreements, and the invalid, illegal, or unenforceable provisions shall be deemed amended to the minimum extent necessary to render any such provision or application enforceable.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned have executed this Rider as of the ____ day of __________, 20__.
CATHAY GENERAL BANCORP
By: ________________________________
EMPLOYEE
By: ________________________________
3
Exhibit 21.1
Subsidiaries of Cathay General Bancorp |
State of Incorporation |
Cathay Bank | California |
Cathay Capital Trust I | Delaware |
Cathay Capital Trust II | Delaware |
Cathay Capital Trust III | Delaware |
Cathay Capital Trust IV | Delaware |
Cathay Statutory Trust I | Connecticut |
GBC Venture Capital, Inc. | California |
Asia Realty Corp. |
New York |
Subsidiaries of Cathay Bank | |
Cathay Community Development Corporation | California |
GBC Real Estate Investments, Inc. | California |
Cathay Holdings LLC | Texas |
Cathay Holdings 2, LLC | Texas |
Cathay Holding 3, LLC | Texas |
Subsidiar y of Cathay Community Development Corporation | |
Cathay New Asia Community | |
Development Corporation | Illinois |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
The Board of Directors
Cathay General Bancorp:
We consent to the incorporation by reference in the registration statements (Nos. 333-133570, 333-156552, 333-161591, 333-162445, 333-163070, 333-192636, and 333-205888) on Form S-3 and the registration statements (Nos. 333-87225, 333-110008, 333-110009, 333-127762, and 333-205889) on Form S-8 of Cathay General Bancorp and subsidiaries (the Company) of our reports dated February 29, 2016, with respect to the consolidated balance sheets of the Company as of December 31, 2015 and 2014, and the related consolidated statements of operations and comprehensive income (loss), changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2015, and the effectiveness of internal control over financial reporting as of December 31, 2015, which reports appear in the December 31, 2015 annual report on Form 10-K of Cathay General Bancorp.
/s/ KPMG LLP
Los Angeles, California
February 29, 2016
Exhibit 24.1
POWER OF ATTORNEY
The undersigned directors and officers of Cathay General Bancorp, a Delaware corporation (the Company), hereby constitute and appoint Dunson K. Cheng and Heng W. Chen, and each of them, with full power to act without the other, as the undersigned’s true and lawful attorney-in-fact, with full power of substitution and resubstitution, for the undersigned and in the undersigned’s name, place and stead in the undersigned’s capacity as an officer and/or director of the Company, to execute in the name and on behalf of the undersigned an annual report of the Company on Form 10-K for the fiscal year ended December 31, 2015, (the Report), under the Securities Exchange Act of 1934, as amended, and to file such Report, with exhibits thereto and other documents in connection therewith and any and all amendments thereto, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing necessary or desirable to be done and to take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required of, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
IN WITNESS WHEREOF , we have hereunto set our hands this 23 rd day of February, 2016.
Signature |
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Title |
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/s/ Dunson K. Cheng |
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President, Chairman of |
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Dunson K. Cheng |
the Board, Director, and Chief Executive Officer |
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/s/ Peter Wu |
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Director |
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Peter Wu | |||
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/s/ Anthony M. Tang |
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Director |
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Anthony M. Tang | |||
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/s/ Kelly L. Chan |
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Director |
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Kelly L. Chan | |||
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/s/ Michael M.Y. Chang |
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Director |
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Michael M.Y. Chang | |||
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/s/ Thomas C.T. Chiu |
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Director |
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Thomas C.T. Chiu | |||
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/s/ Nelson Chung |
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Director |
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Nelson Chung | |||
/s/ Felix S. Fernandez |
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Director |
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Felix S. Fernandez | |||
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/s/ Jane Jelenko |
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Director |
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Jane Jelenko | |||
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/s/ Patrick S.D. Lee |
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Director |
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Patrick S.D. Lee | |||
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/s/ Ting Y. Liu |
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Director |
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Ting Y. Liu | |||
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/s/ Joseph C.H. Poon |
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Director |
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Joseph C.H. Poon |
Exhibit 31.1
I, Dunson K. Cheng, certify that:
1. I have reviewed this annual report on Form 10-K of Cathay General Bancorp;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
a) |
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) |
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) |
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) |
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
a) |
all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b) |
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
/s/ Dunson K. Cheng
Dunson K. Cheng
President and
Chief Executive Officer
Date: February 29, 2016
Exhibit 31.2
I, Heng W. Chen, certify that:
1. I have reviewed this annual report on Form 10-K of Cathay General Bancorp;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
a) |
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) |
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) |
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) |
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
a) |
all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b) |
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
/s/ Heng W. Chen
Heng W. Chen
Executive Vice President and
Chief Financial Officer
Date: February 29, 2016
Exhibit 32.1
CEO CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Cathay General Bancorp (the “Company”) on Form 10-K for the period ended December 31, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Dunson K. Cheng, chief executive officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ Dunson K. Cheng
Dunson K. Cheng
President and
Chief Executive Officer
Date: February 29, 2016
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 32.2
CFO CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Cathay General Bancorp (the “Company”) on Form 10-K for the period ended December 31, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Heng W. Chen, chief financial officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ Heng W. Chen
Heng W. Chen
Executive Vice President and Chief Financial Officer
Date: February 29, 2016
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.