caty20160331_10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

(Mark One)

[ X ]

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended

March 31, 2016

 

OR

[    ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from

 

 to

 

 

Commission file number

001-31830

CATHAY GENERAL BANCORP

(Exact name of registrant as specified in its charter)

Delaware

 

95-4274680

(State of other jurisdiction of incorporation 

or organization) 

 

(I.R.S. Employer 

Identification No.)

 

777 North Broadway, Los Angeles, California

 

90012

(Address of principal executive offices)

 

(Zip Code)

 

Registrant's telephone number, including area code:

(213) 625-4700

 

 

(Former name, former address and former fiscal year, if changed since last report)

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.                                                  Yes ☑          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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

          Large accelerated filer ☑                                                                                                    Accelerated filer ☐    

          Non-accelerated filer      ☐      (Do not check if a smaller reporting company)          Smaller reporting company☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).                                                             Yes ☐          No ☑

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

Common stock, $.01 par value, 78,844,013 shares outstanding as of April 29, 2016.

 

 
 

 

 

CATHAY GENERAL BANCORP AND SUBSIDIARies

1ST quarter 2016 REPORT ON FORM 10-Q

table of contents

 

 

PART I –

FINANCIAL INFORMATION

3

     

Item 1.

FINANCIAL STATEMENTS (Unaudited)

3

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

6

Item 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

33

Item 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

55

Item 4.

CONTROLS AND PROCEDURES.

56

     

PART II – 

OTHER INFORMATION

56

     

Item 1.

LEGAL PROCEEDINGS.

56

Item 1A

RISK FACTORS.

57

Item 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

57

Item 3.

DEFAULTS UPON SENIOR SECURITIES.

58

Item 4.

MINE SAFETY DISCLOSURES.

58

Item 5.

OTHER INFORMATION.

58

Item 6.

EXHIBITS.

58

     
     

SIGNATURES

59

 

 
 

 

 

Forward-Looking Statements

 

In this Quarterly Report on Form 10-Q, the term “Bancorp” refers to Cathay General Bancorp and the term “Bank” refers to Cathay Bank. The terms “Company,” “we,” “us,” and “our” refer to Bancorp and the Bank collectively.

 

The statements in this report include forward-looking statements within the meaning of the applicable provisions of the Private Securities Litigation Reform Act of 1995 regarding management’s beliefs, projections, and assumptions concerning future results and events. 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,” “continue,” “could,” “estimates,” “expects,” “hopes,” “intends,” “may,” “optimistic,” “plans,” “potential,” “possible,” “predicts,” “projects,” “seeks,” “shall,” “should,” “will,” 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:

 

 

U.S. and international business and economic conditions;

 

 

possible additional provisions for loan losses and charge-offs;

 

 

credit risks of lending activities and deterioration in asset or credit quality;

 

 

extensive laws and regulations and supervision that we are subject to, including potential supervisory action by bank supervisory authorities;

 

 

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”);

 

 

higher capital requirements from the implementation of the Basel III capital standards;

 

 

compliance with the Bank Secrecy Act and other money laundering statutes and regulations;

 

 

potential goodwill impairment;

 

 

liquidity risk;

 

 

fluctuations in interest rates;

 

 

risks associated with acquisitions and the expansion of our business into new markets;

 

 

inflation and deflation;

 

 

real estate market conditions and the value of real estate collateral;

 

 

environmental liabilities;

 

 
1

 

 

 

our ability to compete with larger competitors;

 

 

our ability to retain key personnel;

 

 

successful management of reputational risk;

 

 

natural disasters and geopolitical events;

 

 

general economic or business conditions in Asia, and other regions where the Bank has operations;

 

 

failures, interruptions, or security breaches of our information systems;

 

 

our ability to adapt our systems to technological changes;

 

 

risk management processes and strategies;

 

 

adverse results in legal proceedings;

 

 

certain provisions in our charter and bylaws that may affect acquisition of the Company;

 

 

changes in accounting standards or tax laws and regulations;

 

 

market disruption and volatility;

 

 

restrictions on dividends and other distributions by laws and regulations and by our regulators and our capital structure;

 

 

issuance of preferred stock;

 

 

successfully raising additional capital, if needed, and the resulting dilution of interests of holders of our common stock; and

 

 

the soundness of other financial institutions.

 

These and other factors are further described in Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2015 (Item 1A in particular), other reports and registration statements filed with the Securities and Exchange Commission (“SEC”), and other filings it 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.

 

Bancorp’s filings with the SEC are available at the website maintained by the SEC at http://www.sec.gov, or by request directed to Cathay General Bancorp, 9650 Flair Drive, El Monte, California 91731, Attention: Investor Relations (626) 279-3286.

 

 
2

 

 

PART I – FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

 

CATHAY GENERAL BANCORP AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

(In thousands, except share and per share data)

 

March 31, 2016

   

December 31, 2015

 
                 

Assets

               

Cash and due from banks

  $ 192,642     $ 180,130  

Short-term investments and interest bearing deposits

    432,384       536,880  

Securities available-for-sale (amortized cost of $1,476,424 in 2016 and $1,595,723 in 2015)

    1,485,124       1,586,352  

Loans held for sale

    -       6,676  

Loans

    10,363,647       10,163,452  

Less:  Allowance for loan losses

    (134,552 )     (138,963 )

Unamortized deferred loan fees, net

    (7,585 )     (8,262 )

Loans, net

    10,221,510       10,016,227  

Federal Home Loan Bank stock

    17,250       17,250  

Other real estate owned, net

    27,271       24,701  

Affordable housing investments and alternative energy partnerships, net

    212,795       182,943  

Premises and equipment, net

    108,231       108,924  

Customers’ liability on acceptances

    26,843       40,335  

Accrued interest receivable

    32,517       30,558  

Goodwill

    372,189       372,189  

Other intangible assets, net

    3,497       3,677  

Other assets

    129,766       147,284  
                 

Total assets

  $ 13,262,019     $ 13,254,126  
                 

Liabilities and Stockholders’ Equity

               

Deposits

               

Non-interest-bearing demand deposits

  $ 2,059,073     $ 2,033,048  

Interest-bearing deposits:

               

NOW deposits

    992,278       966,404  

Money market deposits

    1,923,114       1,905,719  

Savings deposits

    602,154       618,164  

Time deposits

    4,747,497       4,985,752  

Total deposits

    10,324,116       10,509,087  
                 

Securities sold under agreements to repurchase

    400,000       400,000  

Advances from the Federal Home Loan Bank

    475,000       275,000  

Other borrowings for affordable housing investments

    17,792       18,593  

Long-term debt

    119,136       119,136  

Acceptances outstanding

    26,843       40,335  

Other liabilities

    164,459       144,197  

Total liabilities

    11,527,346       11,506,348  

Commitments and contingencies

    -       -  

Stockholders’ Equity

               

Common stock, $0.01 par value, 100,000,000 shares authorized, 87,047,371 issued and 78,836,728 outstanding at March 31, 2016, and 87,002,931 issued and 80,806,116 outstanding at December 31, 2015

    870       870  

Additional paid-in-capital

    882,825       880,822  

Accumulated other comprehensive loss, net

    (1,073 )     (8,426 )

Retained earnings

    1,091,640       1,059,660  

Treasury stock, at cost (8,210,643 shares at March 31, 2016, and 6,196,815 shares at December 31, 2015)

    (239,589 )     (185,148 )
                 

Total equity

    1,734,673       1,747,778  

Total liabilities and equity

  $ 13,262,019     $ 13,254,126  

 

See accompanying notes to unaudited condensed consolidated financial statements

 

 
3

 

 

CATHAY GENERAL BANCORP AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND

COMPREHENSIVE INCOME

(Unaudited)

 

   

Three months ended March 31,

 
   

2016

   

2015

 
   

(In thousands, except share and per share data)

 

Interest and Dividend Income

               

Loans receivable, including loan fees

  $ 114,890     $ 100,100  

Investment securities

    6,859       3,774  

Federal Home Loan Bank stock

    347       581  

Deposits with banks

    249       479  
                 

Total interest and dividend income

    122,345       104,934  
                 

Interest Expense

               

Time deposits

    10,857       6,773  

Other deposits

    3,640       4,793  

Securities sold under agreements to repurchase

    3,934       3,925  

Advances from Federal Home Loan Bank

    106       93  

Long-term debt

    1,440       1,424  
                 

Total interest expense

    19,977       17,008  
                 

Net interest income before reversal for credit losses

    102,368       87,926  

Reversal for loan losses

    (10,500 )     (5,000 )
                 

Net interest income after reversal for credit losses

    112,868       92,926  
                 

Non-Interest Income

               

Securities losses, net

    (206 )     (21 )

Letters of credit commissions

    1,281       1,268  

Depository service fees

    1,323       1,301  

Other operating income

    5,143       6,001  
                 

Total non-interest income

    7,541       8,549  
                 

Non-Interest Expense

               

Salaries and employee benefits

    26,931       22,616  

Occupancy expense

    4,369       4,021  

Computer and equipment expense

    2,580       2,502  

Professional services expense

    4,368       3,370  

Data processing service expense

    2,250       1,982  

FDIC and State assessments

    2,589       2,260  

Marketing expense

    796       820  

Other real estate owned expense

    295       483  

Amortization of investments in low income housing and alternative energy partnerships

    2,794       2,383  

Amortization of core deposit intangibles

    172       177  

Other operating expense

    4,427       3,517  
                 

Total non-interest expense

    51,571       44,131  
                 

Income before income tax expense

    68,838       57,344  

Income tax expense

    22,675       21,364  

Net income

  $ 46,163       35,980  
                 

Other comprehensive income, net of tax

               

Unrealized holding gain on securities available-for-sale

    10,354       6,499  

Less: reclassification adjustments included in net income

    (119 )     (12 )

Unrealized holding loss on cash flow hedge derivatives

    (3,120 )     (1,588 )

Total other comprehensive gain, net of tax

    7,353       4,923  

Total comprehensive income

  $ 53,516     $ 40,903  
                 

Net income per common share:

               

Basic

  $ 0.58     $ 0.45  

Diluted

  $ 0.57     $ 0.45  

Cash dividends paid per common share

  $ 0.18     $ 0.10  

Average common shares outstanding

               

Basic

    79,734,519       79,835,628  

Diluted

    80,393,849       80,309,383  

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

 
4

 

  

CATHAY GENERAL BANCORP AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

   

Three months ended March 31

 
   

2016

   

2015

 
   

(In thousands)

 

Cash Flows from Operating Activities

               

Net income

  $ 46,163     $ 35,980  

Adjustments to reconcile net income to net cash provided by/(used in) operating activities:

               

Credit for loan losses

    (10,500 )     (5,000 )

Provision for losses on other real estate owned

    128       181  

Deferred tax liability

    13,315       6,840  

Depreciation and amortization

    1,923       1,929  

Net losses on sale and transfer of other real estate owned

    -       154  

Net gains on sale of loans

    (102 )     (596 )

Proceeds from sales of loans

    3,391       10,360  

Originations of loans held-for-sale

    (3,289 )     (8,791 )

Amortization on alternative energy partnerships, venture capital and other investments

    1,304       224  

Net losses on sales and calls of securities

    -       21  

Amortization/accretion of security premiums/discounts, net

    1,527       502  

Write-down on impaired securities

    206       -  

Excess tax short-fall from share-based payment arrangements

    -       4,395  

Stock based compensation and stock issued to officers as compensation

    1,578       1,570  

Net change in accrued interest receivable and other assets

    (7,328 )     6,631  

Net change in other liabilities

    (7,207 )     1,379  

Net cash provided by operating activities

    41,109       55,779  
                 

Cash Flows from Investing Activities

               

Decrease/(increase) in short-term investments

    104,496       (129,112 )

Purchase of investment securities available-for-sale

    (25,898 )     (703,305 )

Proceeds from sale of investment securities available-for-sale

    -       741,992  

Proceeds from repayments, maturities and calls of investment securities available-for-sale

    143,464       12,102  

Redemptions of Federal Home Loan Bank stock

    -       5,785  

Net increase in loans

    (174,402 )     (305,651 )

Purchase of premises and equipment

    (1,063 )     (562 )

Proceeds from sales of other real estate owned

    -       1,043  

Investment in affordable housing and alternative energy partnerships

    (22,326 )     (1,351 )

Net cash provided by/(used in) investing activities

    24,271       (379,059 )
                 

Cash Flows from Financing Activities

               
                 

Net (decrease)/increase in deposits

    (184,803 )     329,724  

Net decrease in federal funds purchased and securities sold under agreements to repurchase

    -       (50,000 )

Advances from Federal Home Loan Bank

    450,000       2,242,000  

Repayment of Federal Home Loan Bank borrowings

    (250,000 )     (2,182,000 )

Cash dividends paid

    (14,183 )     (7,983 )

Purchase of treasury stock

    (54,441 )     -  

Proceeds from shares issued under Dividend Reinvestment Plan

    545       1,289  

Proceeds from exercise of stock options

    49       88  

Taxes paid related to net share settlement of RSUs

    (35 )     (114 )

Excess tax short-fall from share-based payment arrangements

    -       (4,395 )

Net cash provided by/(used in) financing activities

    (52,868     328,609  

Increase in cash and cash equivalents

    12,512       5,329  

Cash and cash equivalents, beginning of the period

    180,130       176,830  

Cash and cash equivalents, end of the period

  $ 192,642     $ 182,159  
                 
                 

Supplemental disclosure of cash flow information

               

Cash paid during the period:

               

Interest

  $ 20,310     $ 17,370  

Income taxes paid

  $ 4,789     $ 11,884  

Non-cash investing and financing activities:

               

Net change in unrealized holding gain on securities available-for-sale, net of tax

  $ 10,473     $ 6,511  

Net change in unrealized holding loss on cash flow hedge derivatives

  $ (3,120 )   $ (1,588 )

Transfers to other real estate owned from loans held for investment

  $ 2,698     $ 701  

Loans transferred from held for sale to held for investment, net

  $ 6,676     $ -  

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

 
5

 

 

CATHAY GENERAL BANCORP AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

 

1. Business

 

Cathay General Bancorp (“Bancorp”) is the holding company for Cathay Bank (the “Bank” and, together, the “Company”), six limited partnerships investing in affordable housing investments in which the Bank is the sole limited partner, and GBC Venture Capital, Inc. Bancorp also owns 100% of the common stock of five statutory business trusts created for the purpose of issuing capital securities. The Bank was founded in 1962 and offers a wide range of financial services. As of March 31, 2016, the Bank operated 21 branches in Southern California, 12 branches in Northern California, 12 branches in New York State, three branches in Illinois, three branches in Washington State, two branches in Texas, one branch in Massachusetts, one branch in New Jersey, one branch in Maryland, one branch in Nevada, one branch in Hong Kong, and a representative office in Shanghai and in Taipei. Deposit accounts at the Hong Kong branch are not insured by the Federal Deposit Insurance Corporation (the “FDIC”).

 

2. Basis of Presentation

 

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the interim periods presented are not necessarily indicative of the results that may be expected for the year ending December 31, 2016. For further information, refer to the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015.

 

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

 

3. Recent Accounting Pronouncements

 

In January 2016, the FASB issued ASU 2016-01, “Financial Instruments Overall (Subtopic 825-10): 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 update also requires 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 update requires separate presentation in comprehensive income for changes in the fair value of a liability and in the balance sheet by measurement category and form of financial asset. ASU 2016-01 becomes effective for interim and annual periods beginning after December 15, 2017.  Adoption of ASU 2016-01 is not expected to have a significant impact on the Company’s consolidated financial statements.

 

 
6

 

 

In March 2016, the FASB issued ASU 2016-06, “Derivatives and Hedging (Topic 815): Contingent Put and Call Options in Debt Instruments.” This update requires an entity to perform a four-step decision sequence when assessing whether contingent call or put options that can accelerate the payment of principal on debt instruments are clearly and closely related to their debt hosts. The four-step decision sequence is: the payoff is adjusted based on changes in an index; the payoff is indexed to an underlying other than interest rates or credit risk; the debt involves a substantial premium or discount; and the call or put option is contingently exercisable. ASU 2016-06 becomes effective for interim and annual periods beginning after December 15, 2016.  Adoption of ASU 2016-06 is not expected to have a significant impact on the Company’s consolidated financial statements.

 

In March 2016, the FASB issued ASU 2016-07, “Investments Equity Method and Joint Ventures (Topic 323): Simplifying the Transition to the Equity Method of Accounting.” This update eliminates the requirement to retroactively adopt the equity method of accounting. It requires that an equity method investor add the cost of acquiring the additional interest to the current basis of the previously held interest and adopt the equity method of accounting as of the date the investment becomes qualified for equity method accounting. The retroactive adjustment of the investment is no longer required. ASU 2016-07 becomes effective for interim and annual periods beginning after December 15, 2016.  Adoption of ASU 2016-07 is not expected to have a significant impact on the Company’s consolidated financial statements.

 

In March 2016, the FASB issued ASU 2016-09, “Compensation Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.” This update simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 becomes effective for interim and annual periods beginning after December 15, 2016.  Adoption of ASU 2016-09 is not expected to have a significant impact on the Company’s consolidated financial statements.

 

4. Earnings per Share

 

Basic earnings per share excludes dilution and is computed by dividing net income available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock and resulted in the issuance of common stock that then shared in earnings.

 

 
7

 

 

Outstanding stock options with anti-dilutive effect were not included in the computation of diluted earnings per share. The following table sets forth earnings per common share calculations:

 

   

Three months ended March 31,

 

(Dollars in thousands, except share and per share data)

 

2016

   

2015

 

Net income

  $ 46,163     $ 35,980  
                 

Weighted-average shares:

               

Basic weighted-average number of common shares outstanding

    79,734,519       79,835,628  

Dilutive effect of weighted-average outstanding common share equivalents

               

Warrants

    452,368       344,919  

Options

    83,018       108,457  

Restricted stock units

    123,944       20,379  

Diluted weighted-average number of common shares outstanding

    80,393,849       80,309,383  
                 

Average stock options and warrants with anti-dilutive effect

    359,544       1,670,231  

Earnings per common share:

               

Basic

  $ 0.58     $ 0.45  

Diluted

  $ 0.57     $ 0.45  

 

5. Stock-Based Compensation

 

Under the Company’s equity incentive plans, directors and eligible employees may be granted incentive or non-statutory stock options and/or restricted stock units, or awarded non-vested stock. As of March 31, 2016, the only options granted by the Company 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. There were no options granted during the first quarter of 2016 or 2015.

 

Option compensation expense was zero for the three months ended March 31, 2016, and March 31, 2015. Stock-based compensation was fully recognized over the requisite service period for all awards. There were 2,110 and 3,750 stock option shares exercised in the first quarter ended March 31, 2016 and 2015, respectively. The Company received $49,000 with an aggregate intrinsic value of $9,000 from the exercise of stock options during the first quarter ended March 31, 2016 compared to $88,000 with an aggregate intrinsic value of $10,000 during the first quarter of March 31, 2015. The table below summarizes stock option activity for the periods indicated:

 

   

Shares

   

Weighted-average

Exercise Price

   

Weighted-average

Remaining Contractual

Life (in years)

   

Aggregate

Intrinsic

Value (in thousands)

 
                                 
                                 

Balance, December 31, 2015

    1,031,170     $ 31.27       0.9     $ 3,268  

Exercised

    (2,110 )     23.37                  

Forfeited

    (608,670 )     36.46                  

Balance, March 31, 2016

    420,390     $ 23.80       1.8     $ 2,026  
                                 

Exercisable, March 31, 2016

    420,390     $ 23.80       1.8     $ 2,026  

 

In addition to stock options, the Company also grants restricted stock units to eligible employees that vest subject to continued employment at the vesting dates.

 

 
8

 

 

The Company did not grant any restricted stock units in the first quarter of 2016. The Company granted restricted stock units for 37,675 shares at an average closing price for $27.53 per share in 2015.

 

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 seven 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 units awarded are scheduled to vest three years from grant date.

 

The following table presents restricted stock unit activity during the three months ended March 31, 2016:

 

   

Units

 

Balance at December 31, 2015

    542,375  

Vested

    (4,812 )

Balance at March 31, 2016

    537,563  

 

The compensation expense recorded for restricted stock units was $1.0 million for the first quarter ended March 31, 2016, compared to $1.1 million in the same period a year ago. Unrecognized stock-based compensation expense related to restricted stock units was $6.5 million as of March 31, 2016, and is expected to be recognized over the next 2.2 years.

 

As of March 31, 2016, 3,789,782 shares were available under the Company’s 2005 Incentive Plan (as Amended and Restated) for future grants.

 

The following table summarizes the tax benefit (short-fall) from share-based payment arrangements:

 

   

Three months ended March 31,

 

(Dollars in thousands)

 

2016

   

2015

 

Tax benefit/(short-fall) of tax deductions in excess of grant-date fair value

  $ (3,298 )   $ (4,395 )

Benefit of tax deductions on grant-date fair value

    3,302       4,442  

Total benefit of tax deductions

  $ 4     $ 47  

 

The short-fall amount from share-based payment arrangements was charged against income tax expense. In addition, $140,000 was offset against the additional paid-in capital that resulted from previously realized excess tax benefits.

 

 
9

 

 

6. Investment Securities

 

Investment securities were $1.49 billion as of March 31, 2016, compared to $1.59 billion as of December 31, 2015. The following tables reflect the amortized cost, gross unrealized gains, gross unrealized losses, and fair value of investment securities as of March 31, 2016, and December 31, 2015:

 

   

March 31, 2016

 
   

Amortized

Cost

   

Gross

Unrealized

Gains

   

Gross

Unrealized

Losses

   

Fair Value

 
   

(In thousands)

 

Securities Available-for-Sale

                               

U.S. treasury securities

  $ 224,750     $ 61     $ 7     $ 224,804  

U.S. government sponsored entities

    100,000       10       -       100,010  

Mortgage-backed securities

    1,063,944       6,553       4       1,070,493  

Collateralized mortgage obligations

    60       -       26       34  

Corporate debt securities

    74,957       413       2,267       73,103  

Mutual funds

    6,000       -       85       5,915  

Preferred stock of government sponsored entities

    2,811       478       486       2,803  

Other equity securities

    3,902       4,060       -       7,962  

Total

  $ 1,476,424     $ 11,575     $ 2,875     $ 1,485,124  

 

   

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

  $ 1,595,723     $ 6,552     $ 15,923     $ 1,586,352  

 

 

The amortized cost and fair value of investment securities as of March 31, 2016, 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.  

 

   

Securities Available-For-Sale

 
   

Amortized cost

   

Fair value

 
   

(In thousands)

 

Due in one year or less

  $ 154,963     $ 154,978  

Due after one year through five years

    104,879       105,470  

Due after five years through ten years

    145,501       143,358  

Due after ten years (1)

    1,071,081       1,081,318  

Total

  $ 1,476,424     $ 1,485,124  

 

(1) Equity securities are reported in this category

 

 
10

 

 

There were no sales transactions of mortgage-backed securities during the first quarter of 2016. Proceeds of $406.9 million were received from the sale of mortgage-backed securities during the three months ended March 31, 2015. Proceeds from repayments, maturities and calls of mortgage-backed securities were $33.5 million and $12.1 million for the three months ended March 31, 2016 and 2015, respectively. There were no sales transactions of other investment securities during the three months ended March 31, 2016. Proceeds of $335.1 million were received from the sale of other investment securities during the three months ended March 31, 2015. Proceeds from maturities and calls of other investment securities were $110.0 million during the three months ended March 31, 2016 compared to zero during the same period a year ago. No gains and losses were realized on sales of investment securities but a permanent impairment write-down of $206,000 was recorded during the three months ended March 31, 2016 compared to gains of $1.7 million and losses of $1.7 million realized during the same period a year ago.

 

The tables below show the fair value and unrealized losses of the temporarily impaired securities in our investment securities portfolio as of March 31, 2016, and December 31, 2015:

 

 

   

March 31, 2016

 
   

Temporarily impaired securities

 
                                                 
   

Less than 12 months

   

12 months or longer

   

Total

 
   

Fair

Value

   

Unrealized

Losses

   

Fair

Value

   

Unrealized

Losses

   

Fair

Value

   

Unrealized

Losses

 
   

(Dollars in thousands)

 
                                                 

Securities Available-for-Sale

                                               

U.S. treasury securities

  $ 29,965     $ 7     $ -     $ -     $ 29,965     $ 7  

Mortgage-backed securities

    389       3       46       1       435       4  

Collateralized mortgage obligations

    -       -       34       26       34       26  

Corporate debt securities

    9,950       50       42,783       2,217       52,733       2,267  

Mutual funds

    -       -       5,915       85       5,915       85  

Preferred stock of government sponsored entities

    2,230       486       -       -       2,230       486  

Total

  $ 42,534     $ 546     $ 48,778     $ 2,329     $ 91,312     $ 2,875  

 

   

December 31, 2015

 
   

Temporarily impaired securities

 
                                                 
   

Less than 12 months

   

12 months or longer

   

Total

 
   

Fair

Value

   

Unrealized

Losses

   

Fair

Value

   

Unrealized

Losses

   

Fair

Value

   

Unrealized

Losses

 
   

(Dollars in thousands)

 
                                                 

Securities Available-for-Sale

                                               

U.S. treasury securities

  $ 224,289     $ 395     $ -     $ -     $ 224,289     $ 395  

U.S. government sponsored entities

    148,160       1,840       -       -       148,160       1,840  

Mortgage-backed securities

    1,025,342       11,398       6       1       1,025,348       11,399  

Collateralized mortgage obligations

    -       -       36       27       36       27  

Corporate debt securities

    9,950       50       43,525       1,475       53,475       1,525  

Mutual funds

    -       -       5,833       167       5,833       167  

Preferred stock of government sponsored entities

    2,488       228       -       -       2,488       228  

Other equity securities

    158       342       -       -       158       342  

Total

  $ 1,410,387     $ 14,253     $ 49,400     $ 1,670     $ 1,459,787     $ 15,923  

 

 

As of March 31, 2016, the Company had unrealized losses of $2.9 million. The unrealized losses on these securities were primarily attributed to yield curve movement, together with the widened liquidity spread and credit spread. The issuers have not, to the Company’s knowledge, established any cause for default on these securities. Management believes the impairment was temporary and, accordingly, no impairment loss on these 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 will not be required to sell available-for-sale debt securities that have declined below their cost before their anticipated recovery.

 

 
11

 

 

Investment securities having a carrying value of $445.6 million as of March 31, 2016, and $449.6 million as of December 31, 2015, were pledged to secure public deposits, other borrowings, treasury tax and loan, and securities sold under agreements to repurchase. 

 

7. Loans

 

Most of the Company’s business activity is with Asian customers located in Southern and Northern California; New York City, New York; Houston and Dallas, Texas; Seattle, Washington; Boston, Massachusetts; Chicago, Illinois; Edison, New Jersey; Rockville, Maryland; Las Vegas, Nevada, and Hong Kong. The Company has no specific industry concentration, and generally its loans are secured by real property or other collateral of the borrowers. Loans are generally expected to be paid off from the operating profits of the borrowers, from refinancing by other lenders, or through sale by the borrowers of the secured collateral.

 

The types of loans in the condensed consolidated balance sheets as of March 31, 2016, and December 31, 2015, were as follows:

 

   

March 31, 2016

   

December 31, 2015

 
   

(In thousands)

 

Type of Loans:

               

Commercial loans

  $ 2,251,187     $ 2,316,863  

Residential mortgage loans

    2,043,789       1,932,355  

Commercial mortgage loans

    5,445,575       5,301,218  

Real estate construction loans

    453,469       441,543  

Equity lines

    168,283       168,980  

Installment and other loans

    1,344       2,493  

Gross loans

  $ 10,363,647     $ 10,163,452  

Less:

               

Allowance for loan losses

    (134,552 )     (138,963 )

Unamortized deferred loan fees

    (7,585 )     (8,262 )

Total loans, net

  $ 10,221,510     $ 10,016,227  

Loans held for sale

  $ -     $ 6,676  

 

 
12

 

 

As of March 31, 2016, recorded investment in impaired loans totaled $134.8 million and was comprised of non-accrual loans of $44.6 million and accruing troubled debt restructured loans (TDRs) of $90.2 million. As of December 31, 2015, recorded investment in impaired loans totaled $133.8 million and was comprised of non-accrual loans of $52.1 million and accruing TDRs of $81.7 million. For impaired loans, the amounts previously charged off represent 14.2% as of March 31, 2016, and 22.4% as of December 31, 2015, of the contractual balances for impaired loans. The following table presents the average balance and interest income recognized related to impaired loans for the periods indicated:

 

   

Impaired Loans

 
   

Average Recorded Investment

   

Interest Income Recognized

 
   

Three months ended

March 31,

   

Three months ended

March 31,

 
   

2016

   

2015

   

2016

   

2015

 
                                 

Commercial loans

  $ 12,670     $ 25,426     $ 120     $ 229  

Real estate construction loans

    20,292       22,990       65       65  

Commercial mortgage loans

    87,452       110,293       890       917  

Residential mortgage loans and equity lines

    16,991       17,280       132       124  

Total impaired loans

  $ 137,405     $ 175,989     $ 1,207     $ 1,335  

 

The following table presents impaired loans and the related allowance for loan losses as of the dates indicated:

 

 

   

Impaired Loans

 
   

March 31, 2016

   

December 31, 2015

 
   

Unpaid Principal Balance

   

Recorded Investment

   

Allowance

   

Unpaid Principal Balance

   

Recorded Investment

   

Allowance

 
   

(In thousands)

 
                                                 

With no allocated allowance

                                               

Commercial loans

  $ 10,912     $ 8,968     $ -     $ 15,493     $ 6,721     $ -  

Real estate construction loans

    33,009       11,857       -       51,290       22,002       -  

Commercial mortgage loans

    74,480       67,988       -       59,954       54,625       -  

Residential mortgage loans and equity lines

    4,929       4,784       -       3,233       3,026       -  

Subtotal

  $ 123,330     $ 93,597     $ -     $ 129,970     $ 86,374     $ -  

With allocated allowance

                                               

Commercial loans

  $ 4,188     $ 2,718     $ 225     $ 7,757     $ 6,847     $ 530  

Commercial mortgage loans

    27,369       26,157       6,593       28,258       27,152       6,792  

Residential mortgage loans and equity lines

    13,334       12,343       372       14,383       13,437       427  

Subtotal

  $ 44,891     $ 41,218     $ 7,190     $ 50,398     $ 47,436     $ 7,749  

Total impaired loans

  $ 168,221     $ 134,815     $ 7,190     $ 180,368     $ 133,810     $ 7,749  

 

 
13

 

  

The following tables present the aging of the loan portfolio by type as of March 31, 2016, and as of December 31, 2015:

 

   

March 31, 2016

 
   

30-59 Days

Past Due

   

60-89 Days

Past Due

   

90 Days or

More Past

Due

   

Non-accrual

Loans

   

Total Past Due

   

Loans Not

Past Due

   

Total

 

Type of Loans:

 

(In thousands)

 

Commercial loans

  $ 35,329     $ 7,920     $ -     $ 2,645     $ 45,894     $ 2,205,293     $ 2,251,187  

Real estate construction loans

    1,529       -       -       6,179       7,708       445,761       453,469  

Commercial mortgage loans

    17,136       1,144       -       28,537       46,817       5,398,758       5,445,575  

Residential mortgage loans and equity lines

    6,087       -       -       7,282       13,369       2,198,703       2,212,072  

Installment and other loans

    -       -       -       -       -       1,344       1,344  

Total loans

  $ 60,081     $ 9,064     $ -     $ 44,643     $ 113,788     $ 10,249,859     $ 10,363,647  

 

   

December 31, 2015

 
   

30-59 Days

Past Due

   

60-89 Days

Past Due

   

90 Days or

More Past

Due

   

Non-accrual

Loans

   

Total Past Due

   

Loans Not

Past Due

   

Total

 

Type of Loans:

 

(In thousands)

 

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 and equity lines

    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  

 

 

The determination of the amount of the allowance for loan losses for impaired 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 loan losses. The nature of the process by which the Bank determines the appropriate allowance for loan losses requires the exercise of considerable judgment. This allowance evaluation process is also applied to troubled debt restructurings since they are considered to be impaired loans.

 

A troubled debt restructuring 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 a change in the stated interest rate, a reduction in the loan balance or accrued interest, or an extension of the maturity date that causes significant delay in payment.

 

TDRs on accrual status are comprised of the loans that 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.

 

 
14

 

 

As of March 31, 2016, accruing TDRs were $90.2 million and non-accrual TDRs were $23.2 million compared to accruing TDRs of $81.7 million and non-accrual TDRs of $39.9 million as of December 31, 2015. The Company allocated specific reserves of $1.5 million to accruing TDRs and $5.3 million to non-accrual TDRs as of March 31, 2016, and $2.0 million to accruing TDRs and $5.4 million to non-accrual TDRs as of December 31, 2015. There were no TDRs that were modified during the first quarter of 2016. The following table presents TDRs that were modified during the first quarter of 2015, their specific reserves as of March 31, 2015, and charge-offs during the first quarter of 2015:

 

   

Three months ended March 31, 2015

   

March 31, 2015

 
   

No. of

Contracts

   

Pre-Modification

Outstanding Recorded

Investment

   

Post-Modification

Outstanding Recorded

Investment

   

Charge-offs

   

Specific Reserve

 
   

(Dollars in thousands)

 
                                         

Commercial loans

    1     $ 850     $ 850     $ -     $ -  

Commercial mortgage loans

    3       8,613       8,613       -       -  

Residential mortgage loans and equity lines

    4       1,522       1,374       148       46  

Total

    8     $ 10,985     $ 10,837     $ 148     $ 46  

 

Modifications of the loan terms during the first quarter of 2015 were in the form of changes in the stated interest rate, an extension of maturity dates, and/or a reduction in monthly payment amounts. The length of time for which modifications involving a reduction of the stated interest rate or changes in payment terms that were documented ranged from six months to three years from the modification date. 

 

We expect that the TDRs on accruing status as of March 31, 2016, which were 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.  A summary of TDRs by type of concession and by type of loan, as of March 31, 2016, and December 31, 2015, is shown below:

 

   

March 31, 2016

 

Accruing TDRs

 

Payment

Deferral

   

Rate

Reduction

   

Rate Reduction

and Payment

Deferral

   

Total

 
    (In thousands)  

Commercial loans

  $ 7,446     $ -     $ 1,595     $ 9,041  

Real estate construction loans

    -       -       5,679       5,679  

Commercial mortgage loans

    26,393       6,025       33,189       65,607  

Residential mortgage loans

    5,154       996       3,695       9,845  

Total accruing TDRs

  $ 38,993     $ 7,021     $ 44,158     $ 90,172  

 

    March 31, 2016  

Non-accrual TDRs

 

Payment

Deferral

   

Rate Reduction

and Payment

Deferral

   

Total

 
    (In thousands)  

Commercial loans

  $ 1,001     $ 90     $ 1,091  

Commercial mortgage loans

    1,532       20,028       21,560  

Residential mortgage loans

    381       177       558  

Total non-accrual TDRs

  $ 2,914     $ 20,295     $ 23,209  

 

 
15

 

 

   

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

 
    (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  

 

 

The activity within our TDRs for the periods indicated are shown below:

 

   

Three months ended March 31,

 

Accruing TDRs

 

2016

   

2015

 
   

(In thousands)

 

Beginning balance

  $ 81,680     $ 104,356  

New restructurings

    -       10,628  

Restructured loans restored to accrual status

    10,303       -  

Charge-offs

    -       (148 )

Payments

    (1,811 )     (4,254 )

Restructured loans placed on non-accrual status

    -       (10,189 )

Ending balance

  $ 90,172     $ 100,393  

 

   

Three months ended March 31,

 

Non-accrual TDRs

 

2016

   

2015

 
   

(In thousands)

 

Beginning balance

  $ 39,923     $ 41,618  

New restructurings

    -       209  

Restructured loans placed on non-accrual status

    -       10,189  

Charge-offs

    -       (2,754 )

Payments

    (6,411 )     (4,721 )

Restructured loans restored to accrual status

    (10,303 )     -  

Ending balance

  $ 23,209     $ 44,541  

 

 

A loan is considered to be in payment default once it is 60 to 90 days contractually past due under the modified terms.  The Company did not have any loans that were modified as a TDR during the previous twelve months and which subsequently defaulted as of March 31, 2016. 

 

Under the Company’s internal underwriting policy, an