Document
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 June 30, 2016
or
o
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: 000-50245
______________________________________________ 
HOPE BANCORP, INC.
(Exact name of registrant as specified in its charter)
______________________________________________ 
Delaware
 
95-4849715
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification Number)
 
 
 
3200 Wilshire Boulevard, Suite 1400, Los Angeles, California
 
90010
(Address of principal executive offices)
 
(ZIP Code)
(213) 387-3200
(Registrant’s telephone number, including area code)

BBCN Bancorp, Inc. 3731 Wilshire Blvd, Suite 1000, Los Angeles, CA, 90010
(Former name, former address and formal fiscal year, if changed since last report.)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer 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. (Check one):
Large accelerated filer
x
 
Accelerated filer
o
 
 
 
 
 
Non-accelerated filer
o
 
Smaller Reporting Company
o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  o   No  x
As of August 1, 2016, there were 79,609,361 outstanding shares of the issuer’s common stock, $0.001 par value.



Table of Contents
 
 
 
Page
 
 
 
 
 
 
 
 
Item 1.
 
 
 
 
 
Condensed Consolidated Statements of Financial Condition - June 30, 2016 (Unaudited) and December 31, 2015
 
 
 
 
Condensed Consolidated Statements of Income - Three and Six Months Ended June 30, 2016 and 2015 (Unaudited)
 
 
 
 
Condensed Consolidated Statements of Comprehensive Income - Three and Six Months Ended June 30, 2016 and 2015 (Unaudited)
 
 
 
 
Condensed Consolidated Statements of Changes in Stockholders’ Equity - Six Months Ended June 30, 2016 and 2015 (Unaudited)
 
 
 
 
Condensed Consolidated Statements of Cash Flows - Six Months Ended June 30, 2016 and 2015 (Unaudited)
 
 
 
 
 
 
 
Item 2
 
 
 
Item 3.
 
 
 
Item 4.
 
 
 
 
 
 
Item 1.
 
 
 
Item 1A.
 
 
 
Item 2.
 
 
 
Item 3.
 
 
 
Item 4.
 
 
 
Item 5.
 
 
 
Item 6.
 
 
 
 
 
 
 
 
 
 
 


2

Table of Contents

Forward-Looking Statements

Some statements in this Quarterly Report on Form 10-Q constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements relate to, among other things, expectations regarding the business environment in which we operate, projections of future performance, perceived opportunities in the market and statements regarding our business strategies, objectives and vision. Forward-looking statements include, but are not limited to, statements preceded by, followed by or that include the words “will,” “believes,” “expects,” “anticipates,” “intends,” “plans,” “estimates” or similar expressions. With respect to any such forward-looking statements, the Company claims the protection provided for in the Private Securities Litigation Reform Act of 1995. These statements involve risks and uncertainties. Our actual results, performance or achievements may differ significantly from the results, performance or achievements expressed or implied in any forward-looking statements. The risks and uncertainties include: possible deterioration in economic conditions in our areas of operation; interest rate risk associated with volatile interest rates and related asset-liability matching risk; liquidity risks; risk of significant non-earning assets, and net credit losses that could occur, particularly in times of weak economic conditions or times of rising interest rates; risks associated with the merger with Wilshire Bancorp, Inc. and failure to successfully integrate and operate the combined banking franchise; and regulatory risks associated with current and future regulations. For additional information concerning these and other risk factors, see Part II, Item 1A. Risk Factors contained herein and Part I, Item 1A. Risk Factors contained in our Annual Report on Form 10-K for the year ended December 31, 2015.
The Company does not undertake, and specifically disclaims any obligation, to update any forward looking statements to reflect the occurrence of events or circumstances after the date of such statements except as required by law.


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PART I
FINANCIAL INFORMATION

Item 1.
Financial Statements


HOPE BANCORP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
 
(Unaudited)
 
 
 
June 30,
2016
 
December 31,
2015
ASSETS
(In thousands, except share data)
Cash and cash equivalents:
 
 
 
Cash and due from banks
$
96,814

 
$
94,934

Interest bearing deposits in other banks
189,359

 
203,455

Total cash and cash equivalents
286,173

 
298,389

Other investments
44,465

 
47,895

Securities available for sale, at fair value
1,099,944

 
1,010,556

Loans held for sale, at the lower of cost or fair value
14,323

 
8,273

Loans receivable (net of allowance for loan losses of $76,425 and $76,408 at June 30, 2016 and December 31, 2015, respectively)
6,507,812

 
6,171,933

Other real estate owned (“OREO”), net
16,392

 
21,035

Federal Home Loan Bank (“FHLB”) stock, at cost
18,964

 
18,964

Premises and equipment (net of accumulated depreciation and amortization of $36,598 and $35,792 at June 30, 2016 and December 31, 2015, respectively)
37,663

 
34,575

Accrued interest receivable
15,787

 
15,195

Deferred tax assets, net
51,494

 
67,004

Customers’ liabilities on acceptances
1,854

 
1,463

Bank owned life insurance (“BOLI”)
47,562

 
47,018

Investments in affordable housing partnerships
24,029

 
25,014

Goodwill
105,401

 
105,401

Core deposit intangible assets, net
2,395

 
2,820

Servicing assets
12,193

 
12,000

Other assets
50,375

 
25,113

Total assets
$
8,336,826

 
$
7,912,648

 
 
 
 
(Continued)
 

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Table of Contents


HOPE BANCORP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
 
(Unaudited)
 
 
 
June 30,
2016
 
December 31,
2015
LIABILITIES AND STOCKHOLDERS’ EQUITY
(In thousands, except share data)
LIABILITIES:
 
 
 
Deposits:
 
 
 
Noninterest bearing
$
1,717,045

 
$
1,694,427

Interest bearing:
 
 
 
Money market and NOW accounts
2,176,978

 
1,983,250

Savings deposits
173,549

 
187,498

Time deposits of $100,000 or more
1,828,649

 
1,772,984

Other time deposits
741,301

 
702,817

Total deposits
6,637,522

 
6,340,976

FHLB advances
610,398

 
530,591

Subordinated debentures
42,415

 
42,327

Accrued interest payable
7,164

 
6,007

Acceptances outstanding
1,854

 
1,463

Other liabilities
65,733

 
53,189

Total liabilities
7,365,086

 
6,974,553

STOCKHOLDERS’ EQUITY:
 
 
 
Common stock, $0.001 par value; authorized 150,000,000 shares at June 30, 2016 and December 31, 2015; issued and outstanding, 79,606,821 and 79,566,356 shares at June 30, 2016 and December 31, 2015, respectively
80

 
80

Additional paid-in capital
541,688

 
541,596

Retained earnings
418,998

 
398,251

Accumulated other comprehensive income (loss), net
10,974

 
(1,832
)
Total stockholders’ equity
971,740

 
938,095

Total liabilities and stockholders’ equity
$
8,336,826

 
$
7,912,648


See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).

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Table of Contents

HOPE BANCORP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2016
 
2015
 
2016
 
2015
 
(In thousands, except per share data)
INTEREST INCOME:
 
 
 
 
 
 
 
Interest and fees on loans
$
77,086

 
$
71,249

 
$
154,204

 
$
140,888

Interest on securities
5,729

 
4,203

 
11,406

 
8,409

Interest on federal funds sold and other investments
719

 
1,623

 
1,385

 
2,332

Total interest income
83,534

 
77,075

 
166,995

 
151,629

INTEREST EXPENSE:
 
 
 
 
 
 
 
Interest on deposits
10,352

 
7,970

 
20,259

 
15,724

Interest on FHLB advances
1,686

 
1,327

 
3,209

 
2,624

Interest on other borrowings
432

 
387

 
856

 
767

Total interest expense
12,470

 
9,684

 
24,324

 
19,115

NET INTEREST INCOME BEFORE PROVISION FOR LOAN LOSSES
71,064

 
67,391

 
142,671

 
132,514

PROVISION FOR LOAN LOSSES
1,200

 
1,000

 
1,700

 
2,500

NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES
69,864

 
66,391

 
140,971

 
130,014

NONINTEREST INCOME:
 
 
 
 
 
 
 
Service fees on deposit accounts
2,902

 
3,030

 
5,585

 
6,092

International service fees
816

 
1,005

 
1,591

 
1,818

Loan servicing fees, net
589

 
855

 
1,280

 
1,575

Wire transfer fees
893

 
871

 
1,807

 
1,633

Other income and fees
2,429

 
1,558

 
4,316

 
3,599

Net gains on sales of SBA loans
3,035

 
3,119

 
4,860

 
6,163

Net gains on sales of other loans
43

 
45

 
43

 
227

Net gains on sales of securities available for sale

 

 

 
424

Total noninterest income
10,707

 
10,483

 
19,482

 
21,531

NONINTEREST EXPENSE:
 
 
 
 
 
 
 
Salaries and employee benefits
21,757

 
20,932

 
43,326

 
42,113

Occupancy
4,920

 
4,810

 
9,737

 
9,502

Furniture and equipment
2,337

 
2,323

 
4,624

 
4,586

Advertising and marketing
1,402

 
1,484

 
2,538

 
2,875

Data processing and communication
2,129

 
2,463

 
4,300

 
4,812

Professional fees
1,273

 
1,253

 
2,356

 
2,677

FDIC assessments
1,095

 
909

 
2,133

 
2,021

Credit related expenses
911

 
669

 
1,332


1,525

OREO expense
133

 
1,221

 
1,561

 
2,398

Merger and integration expense
1,533

 
26

 
2,740

 
78

Other
2,858

 
2,523

 
5,750

 
5,103

Total noninterest expense
40,348

 
38,613

 
80,397

 
77,690

INCOME BEFORE INCOME TAX PROVISION
40,223

 
38,261

 
80,056

 
73,855

INCOME TAX PROVISION
16,833

 
15,320

 
33,043

 
29,556

NET INCOME
$
23,390

 
$
22,941

 
$
47,013

 
$
44,299

EARNINGS PER COMMON SHARE
 
 
 
 
 
 
 
Basic
$
0.29

 
$
0.29

 
$
0.59

 
$
0.56

Diluted
$
0.29

 
$
0.29

 
$
0.59

 
$
0.56


See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).

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HOPE BANCORP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2016
 
2015
 
2016
 
2015
 
(In thousands)
Net income
$
23,390

 
$
22,941

 
$
47,013

 
$
44,299

Other comprehensive income:
 
 
 
 
 
 
 
Unrealized gains (losses) on securities available for sale and interest only strips
6,603

 
(8,446
)
 
22,194

 
(3,191
)
Reclassification adjustments for gains realized in income

 

 

 
(424
)
Tax expense (benefit)
2,785

 
(3,583
)
 
9,388

 
(1,535
)
Change in unrealized gains or losses on securities available for sale and interest only strips
3,818

 
(4,863
)
 
12,806

 
(2,080
)
Total comprehensive income
$
27,208

 
$
18,078

 
$
59,819

 
$
42,219



See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).


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HOPE BANCORP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(Unaudited)
 
 
Common stock
 
 
 
 
 
 
 
 
Shares
 
Amount
 
Additional paid-in capital
 
Retained
earnings
 
Accumulated other comprehensive income (loss), net
 
(Dollars in thousands, except share data)
BALANCE, JANUARY 1, 2015
 
79,503,552

 
$
79

 
$
541,589

 
$
339,400

 
$
1,705

Issuance of additional shares pursuant to various stock plans
 
46,851

 
1

 
(22
)
 

 

Tax effect of stock plans
 

 

 
46

 

 

Stock-based compensation
 

 

 
628

 

 

Issuance of share in exchange for Foster common stock
 

 
 
 
(1,150
)
 
 
 
 
Cash dividends declared on common stock
 
 
 
 
 
 
 
(15,907
)
 
 
Comprehensive income:
 

 

 

 

 

Net income
 

 

 

 
44,299

 

Other comprehensive loss
 

 

 

 

 
(2,080
)
BALANCE, JUNE 30, 2015
 
79,550,403

 
$
80

 
$
541,091

 
$
367,792

 
$
(375
)
 
 
 
 
 
 
 
 
 
 
 
BALANCE, JANUARY 1, 2016
 
79,566,356

 
$
80

 
$
541,596

 
$
398,251

 
$
(1,832
)
Issuance of additional shares pursuant to various stock plans
 
40,465

 

 
(6
)
 


 


Stock-based compensation
 


 


 
98

 


 


Cash dividends declared on common stock
 


 


 


 
(26,266
)
 


Comprehensive income:
 


 


 


 


 


Net income
 


 


 


 
47,013

 


Other comprehensive income
 


 


 


 


 
12,806

BALANCE, JUNE 30, 2016
 
79,606,821

 
$
80

 
$
541,688

 
$
418,998

 
$
10,974


See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).


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Table of Contents

HOPE BANCORP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
 
Six Months Ended June 30,
 
2016
 
2015
 
(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES

 

Net income
$
47,013

 
$
44,299

Adjustments to reconcile net income to net cash from operating activities:

 


      Depreciation, amortization, net of discount accretion
394

 
(1,901
)
Stock-based compensation expense
98

 
628

Provision for loan losses
1,700

 
2,500

Valuation adjustment of OREO
924

 
631

Change in deferred income taxes, net
6,122

 
5,666

Proceeds from sales of loans held for sale
71,817

 
73,890

Originations of loans held for sale
(72,564
)
 
(74,496
)
Net gains on sales of SBA and other loans
(4,903
)
 
(6,390
)
Additions in servicing assets
(2,087
)
 
(2,189
)
Net change in BOLI
(544
)
 
(539
)
Loss on disposal of equipment

 
7

Net gains on sales of securities available for sale

 
(424
)
Net gains on sales of OREO
145

 
(183
)
Change in accrued interest receivable
(592
)
 
(147
)
Change in investments in affordable housing partnership
676

 
(1,509
)
Change in other assets
(24,980
)
 
(9,869
)
Change in accrued interest payable
1,157

 
99

Change in other liabilities
4,097

 
2,874

            Net cash provided by operating activities
28,473

 
32,947

CASH FLOWS FROM INVESTING ACTIVITIES
 
 
 
Net change in loans receivable
(331,713
)
 
(248,001
)
Proceeds from sales of securities available for sale

 
22,510

Proceeds from sales of OREO
5,435

 
6,286

Proceeds from sales of other loans held for sale

 
3,295

Proceeds from sales and disposals of equipment

 
7

Purchase of premises and equipment
(6,587
)
 
(8,121
)
Purchase of securities available for sale
(155,411
)
 
(176,184
)
Purchases of other investments

 
(21,384
)
Purchase of FHLB stock

 
(150
)
Redemption of FHLB stock

 
9,360

Proceeds from matured or paid-down securities available for sale and other investments
88,514

 
69,227

          Net cash used in investing activities
(399,762
)
 
(343,155
)
CASH FLOWS FROM FINANCING ACTIVITIES
 
 
 
Net change in deposits
296,589

 
64,962

Cash dividends paid on Common Stock
(17,510
)
 
(15,907
)
Proceeds from FHLB advances
475,000

 
150,000

Repayment of FHLB advances
(395,000
)
 
(50,000
)
Issuance of additional stock pursuant to various stock plans
(6
)
 
(21
)
Tax effects of issuance of shares from various stock plans

 
46

Redemption of common stock warrant

 
(1,150
)
            Net cash provided by financing activities
359,073

 
147,930

NET CHANGE IN CASH AND CASH EQUIVALENTS
(12,216
)
 
(162,278
)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
298,389

 
462,160

CASH AND CASH EQUIVALENTS, END OF PERIOD
$
286,173

 
$
299,882

 
 
 
 
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
 
 
 
      Interest paid
$
23,167

 
$
19,016

      Income taxes paid
$
35,701

 
$
29,873

SUPPLEMENTAL DISCLOSURES OF NON-CASH ACTIVITIES
 
 
 
Transfer from loans receivable to OREO
$
2,188

 
$
5,142

Transfer from loans receivable to other loans held for sale
$
400

 
$
1,773


See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).

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Table of Contents
HOPE BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)




1.
Hope Bancorp, Inc.
Effective at the close of business on July 29, 2016 (the “Effective Time”), Hope Bancorp, Inc. (previously known as BBCN Bancorp, Inc., the “Company”) completed its previously-announced merger with Wilshire Bancorp, Inc. (“Wilshire”) pursuant to the Agreement and Plan of Merger, dated as of December 7, 2015, by and between the Company and Wilshire (the “Merger Agreement”). At the Effective Time, Wilshire merged with and into the Company, with Company being the surviving corporation (the “Merger”). At the Effective Time, the Company changed its name to “Hope Bancorp, Inc.” and changed its ticker symbol to “HOPE”. This quarterly report on Form 10-Q covers the interim period ended June 30, 2016. Accordingly, the financial information presented herein does not include the balances or operations of Wilshire.
Hope Bancorp, Inc. (“Hope Bancorp” on a parent-only basis and the “Company” on a consolidated basis), headquartered in Los Angeles, California, is the holding company for Bank of Hope (the “Bank”, previously known as BBCN Bank). As of June 30, 2016, the Bank operated branches in California, New Jersey, and the New York City, Chicago, Seattle and Washington, D.C. metropolitan areas, as well as loan production offices in Atlanta, Annandale, Dallas, Denver, Portland, Seattle, and Northern California. The Company is a corporation organized under the laws of the state of Delaware and a bank holding company registered under the Bank Holding Company Act of 1956, as amended.
         
2.
Basis of Presentation
The condensed consolidated financial statements included herein have been prepared without an audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”), except for the Condensed Consolidated Statement of Financial Condition as of December 31, 2015 which was derived from audited financial statements included in the Company’s 2015 Annual Report on Form 10-K. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such SEC rules and regulations.
The condensed consolidated financial statements include the accounts of Hope Bancorp and its wholly owned subsidiaries, principally Bank of Hope. All intercompany transactions and balances have been eliminated in consolidation. The Company has made all adjustments, consisting solely of normal accruals, that in the opinion of management, are necessary to fairly present the Company’s financial position at June 30, 2016 and the results of operations for the three and six months then ended. Certain reclassifications have been made to prior period amounts to conform to the current year presentation. The results of operations for the interim periods are not necessarily indicative of results to be anticipated for the full year.
The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that are susceptible to change in the near term relate to the determination of the allowance and provision for loan losses, the evaluation of other than temporary impairment of investment securities, accounting for derivatives and hedging activities, the determination of the carrying value for cash surrender value of life insurance, the determination of the carrying value of goodwill and other intangible assets, accounting for deferred tax assets and related valuation allowances, the determination of the fair values of investment securities and other financial instruments, accounting for lease arrangements, accounting for incentive compensation, profit sharing and bonus payments, and the valuation of servicing assets.
These unaudited condensed consolidated financial statements should be read along with the audited consolidated financial statements and accompanying notes included in the Company’s 2015 Annual Report on Form 10-K.


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Recent Accounting Pronouncements:
FASB ASU No. 2015-05, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting or Fees Paid in a Cloud Computing Arrangement. The amendments in ASU 2015-05 provide guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. The amendments do not change the accounting for a customer’s accounting for service contracts. As a result of the amendments, all software licenses within the scope of Subtopic 350-40 will be accounted for consistently with other licenses of intangible assets. The amendments became effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. The adoption of ASU 2015-05 did not have a significant impact on the Company’s financial statements.
FASB ASU No. 2015-10, Technical Corrections and Improvements. The amendments in ASU 2015-10 represent changes to clarify the Codification, correct unintended application of guidance, or make minor improvements to the Codification that are not expected to have significant effect on current accounting practice or create a significant administrative cost to most entities. The amendments that require transition guidance became effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2015. The adoption of ASU 2015-10 did not have a significant impact on the Company’s financial statements.
FASB ASU No. 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments. The FASB issued guidance that requires an acquirer in a business combination to recognize adjustments to estimated amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The amendments also require that the acquirer record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the estimated amounts, calculated as if the accounting had been completed at the acquisition date. The amendments became effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2015. The adoption of ASU 2015-16 did not have a significant impact on the Company’s financial statements.
FASB ASU No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes. The amendments eliminate the current requirement for organizations to present deferred tax liabilities and assets as current and noncurrent in a classified balance sheet. Instead, organizations will be required to classify all deferred tax assets and liabilities as noncurrent. The amendments become effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2016. The adoption of ASU 2015-17 is not expected to have a significant impact on the Company’s consolidated financial statements.
FASB ASU No. 2016-01, Financial Instruments─Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. The amendments require equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income. The amendments become effective for fiscal years beginning after December 15, 2017. The adoption of ASU 2016-01 is not expected to have a significant impact on the Company’s consolidated financial statements.
FASB ASU No. 2016-02, Leases (Topic 842). The new standard establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is evaluating the impact of the pending adoption of the new standard on its consolidated financial statements.
FASB ASU No. 2016-07, Investments - Equity Method and Joint Ventures (Topic 323): Simplifying the Transition to the Equity Method of Accounting. The amendments eliminate the requirement that when an investment qualifies for use of the equity method as a result of an increase in the level of ownership interest or degree of influence, an investor must adjust the investment, results of operations, and retained earnings retroactively on a step-by-step basis as if the equity method had been in effect during all previous periods that the investment had been held. The amendments require that the equity method investor add the cost of acquiring the additional interest in the investee to the current basis of the investor’s previously held interest and adopt the equity method of accounting as of the date the investment becomes qualified for equity method accounting. Therefore, upon qualifying for the equity method of accounting, no retroactive adjustment of the investment is required. The amendments become effective for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years and early adoption is permitted. The Company is currently in the process of evaluating the impact of the pending adoption of the new standard on its consolidated financial statements.

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FASB ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net). The amendments are intended to improve the operability and understandability of the implementation guidance on principal versus agent considerations by amending certain existing illustrative examples and adding additional illustrative examples to assist in the application of the guidance. The amendments become effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2017. The Company is currently in the process of evaluating the impact of the pending adoption of the new standard on its consolidated financial statements.
FASB ASU No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The amendments require recognition of all excess tax benefits and tax deficiencies through income tax expense or benefit in the income statement. Other amendments in ASU 2016-09 include guidance on the classification of share based payment transactions in the statement of cash flows and an option to account for forfeitures of share-based awards as they occur rather than estimating the compensation cost based on the number of awards that are expected to vest. The amendments become effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. The Company is currently in the process of evaluating the impact of the pending adoption of the new standard on its consolidated financial statements.
FASB ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients. The amendments provide clarity and simplification to the transition guidance from the previously issued ASU 2014-09. ASU 2016-12 provides narrow scope improvements to assessing the collectability criterion, the presentation of sales and other similar taxes, non-cash consideration, contract modifications, completed contracts, and technical corrections. The amendments become effective for annual periods, and interim periods within those fiscal years, beginning after December 15, 2017. The Company is currently in the process of evaluating the impact of the pending adoption of the new standard on its consolidated financial statements.
FASB ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. These amendments require the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Financial institutions and other organizations will now use forward-looking information to better inform their credit loss estimates. The amendments become effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2019. The Company is currently in the process of evaluating the impact of the pending adoption of the new standard on its consolidated financial statements.



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3.
Stock-Based Compensation
The Company has a stock-based incentive plan (the “2007 Plan”). The 2007 Plan, approved by the Company’s stockholders on May 31, 2007, was amended and restated on July 25, 2007 and again on December 1, 2011. The 2007 Plan provides for grants of stock options, stock appreciation rights (“SARs”), restricted stock, performance shares and performance units (sometimes referred to individually or collectively as “awards”) to non-employee directors, officers, employees and consultants of the Company. Stock options may be either incentive stock options (“ISOs”), as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), or nonqualified stock options (“NQSOs”).
The 2007 Plan gives the Company flexibility to (i) attract and retain qualified non-employee directors, executives and other key employees and consultants with appropriate equity-based awards; (ii) motivate high levels of performance; (iii) recognize employee contributions to the Company’s success; and (iv) align the interests of the 2007 Plan participants with those of the Company’s stockholders. The exercise price for shares under an ISO may not be less than 100% of fair market value on the date the award is granted under Code Section 422. Similarly, under the terms of the 2007 Plan the exercise price for SARs and NQSOs may not be less than 100% of fair market value on the date of grant. Performance units are awarded to a participant at the market price of the Company’s common stock on the date of award (after the lapse of the restriction period and the attainment of the performance criteria). No minimum exercise price is prescribed for performance shares and restricted stock awarded under the 2007 Plan.
ISOs, SARs and NQSOs have vesting periods of three to five years and have 10-year contractual terms. Restricted stock, performance shares, and performance units will be granted with a restriction period of not less than one year from the grant date for performance-based awards and not more than three years from the grant date for time-based vesting of grants. Compensation expense for awards is recognized over the vesting period. 
The Company has another stock-based incentive plan, the 2006 Stock Incentive Plan, adopted April 12, 2006, as amended and restated June 13, 2007 (the “2006 Plan”). The 2006 Plan provides for the granting of incentive stock options to officers and employees and non-qualified stock options and restricted stock awards to employees (including officers) and non-employee directors. The option prices of all options granted under the 2006 Plan may not be less than 100% of the fair market value at the date of grant. All options granted generally vest at the rate of 20% per year except that the options granted to the non-employee directors vest at the rate of 33% per year. All options not exercised generally expire ten years after the date of grant.
Under the 2007 Plan and 2006 Plan, 2,559,938 shares were available for future grants as of June 30, 2016.
The total shares reserved for issuance will serve as the underlying value for all equity awards under the 2007 Plan and 2006 Plan. With the exception of the shares underlying stock options and restricted stock awards, the board of directors may choose to settle the awards by paying the equivalent cash value or by delivering the appropriate number of shares.


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The following is a summary of stock option activity under the 2007 Plan and 2006 Plan for the six months ended June 30, 2016:
 
 
Number of
Shares
 
Weighted-
Average
Exercise
Price Per
Share
 
Weighted-
Average
Remaining
Contractual
Life (Years)
 
Aggregate
Intrinsic
Value
Outstanding - January 1, 2016
457,851

 
$
19.29

 
 
 
 
Granted
30,660

 
16.12

 
 
 
 
Expired
(24,585
)
 
19.12

 
 
 
 
Outstanding - June 30, 2016
463,926

 
$
19.09

 
2.66
 
$

Options exercisable - June 30, 2016
335,266

 
$
20.32

 
2.66
 
$


The following is a summary of restricted stock and performance unit activity under the 2007 Plan and 2006 Plan for the six months ended June 30, 2016:
 
 
Number of
Shares
 
Weighted-
Average Grant Date
Fair Value
Outstanding - January 1, 2016
107,049

 
$
13.72

Vested
(46,286
)
 
11.98

Forfeited
(2,163
)
 
10.42

Outstanding - June 30, 2016
58,600

 
$
15.21


The total fair value of restricted performance units vested for the six months ended June 30, 2016 and 2015 was $675 thousand and $725 thousand, respectively.
The amount charged against income related to stock-based payment arrangements was $76 thousand and $420 thousand for the three months ended June 30, 2016 and 2015, respectively. For the six months ended June 30, 2016 and 2015, $98 thousand and $628 thousand, respectively, of stock-based payment arrangements were charged against income.
The income tax benefit recognized was $32 thousand and $168 thousand for the three months ended June 30, 2016 and 2015, respectively, and the amount recognized was $40 thousand and $251 thousand for the six months ended June 30, 2016 and 2015, respectively.
At June 30, 2016, the unrecognized compensation expense related to non-vested stock option grants was $365 thousand which is expected to be recognized over a weighted average vesting period of 2.83 years. At June 30, 2016, the unrecognized compensation expense related to non-vested restricted units and performance units was $776 thousand which is expected to be recognized over a weighted average vesting period of 2.86 years.


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4.
Earnings Per Share (“EPS”)
Basic EPS does not reflect the possibility of dilution that could result from the issuance of additional shares of common stock upon exercise or conversion of outstanding securities, and is computed by dividing net income by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if stock options or other contracts to issue common stock were exercised or converted to common stock that would then share in our earnings. For the three months ended June 30, 2016, stock options and restricted shares awards for 451,670 shares of common stock were excluded in computing diluted earnings per common share because they were antidilutive. For the six months ended June 30, 2016, stock options and restricted share awards for 445,113 shares were excluded in computing diluted earnings per share because they were anti-dilutive. Additionally, warrants issued pursuant to the Company’s participation in the U.S. Treasury’s TARP Capital Purchase Plan, to purchase 19,552 shares and 19,013 shares of common stock were antidilutive and excluded for the three and six months ended June 30, 2016 and 2015, respectively.
The following tables show the computation of basic and diluted EPS for the three and six months ended June 30, 2016 and 2015.
 
 
Three Months Ended June 30,
 
2016

2015
 
Net Income
(Numerator)
 
Weighted-Average Shares
(Denominator)
 
Per
Share
(Amount)
 
Net Income
(Numerator)
 
Weighted-Average Shares
(Denominator)
 
Per
Share
(Amount)
 
(In thousands, except share and per share data)
Basic EPS - common stock
$
23,390

 
79,604,673

 
$
0.29

 
$
22,941

 
79,549,097

 
$
0.29

Effect of dilutive securities:
 
 
 
 
 
 
 
 
 
 
 
Stock options and restricted stock
 
 
30,089

 
 
 
 
 
20,778

 
 
Common stock warrants
 
 

 
 
 
 
 
38,530

 
 
Diluted EPS - common stock
$
23,390

 
79,634,762

 
$
0.29

 
$
22,941

 
79,608,405

 
$
0.29


 
 
 
 
 
 
 
 
 
 
 
 
 
Six Months Ended June 30,
 
2016
 
2015
 
Net Income
(Numerator)
 
Weighted-Average Shares
(Denominator)
 
Per
Share
(Amount)
 
Net Income
(Numerator)
 
Weighted-Average Shares
(Denominator)
 
Per
Share
(Amount)
 
(In thousands, except share and per share data)
Basic EPS - common stock
$
47,013

 
79,595,599

 
$
0.59

 
$
44,299

 
79,539,789

 
$
0.56

Effect of Dilutive Securities:
 
 
 
 
 
 
 
 
 
 
 
Stock Options and Performance Units
 
 
30,074

 
 
 
 
 
24,155

 
 
Common stock warrants
 
 

 
 
 
 
 
46,712

 
 
Diluted EPS - common stock
$
47,013

 
79,625,673

 
$
0.59

 
$
44,299

 
79,610,656

 
$
0.56




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5.    Securities Available for Sale
The following is a summary of securities available for sale as of the dates indicated:
 
 
At June 30, 2016
 
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Estimated
Fair Value
 
(In thousands)
Debt securities:
 
 
 
 
 
 
 
U.S. Government agency and U.S. Government sponsored enterprises
 
 
 
 
 
 
 
Collateralized mortgage obligations
$
524,406

 
$
7,259

 
$
(185
)
 
$
531,480

Mortgage-backed securities
494,930

 
10,266

 
(186
)
 
505,010

Trust preferred securities
4,553

 

 
(840
)
 
3,713

Municipal bonds
43,895

 
2,307

 
(2
)
 
46,200

Total debt securities
1,067,784

 
19,832

 
(1,213
)
 
1,086,403

Mutual funds
13,425

 
116

 

 
13,541

 
$
1,081,209

 
$
19,948

 
$
(1,213
)
 
$
1,099,944

 
 
 
 
 
 
 
 
 
At December 31, 2015
 
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Estimated
Fair Value
 
(In thousands)
Debt securities:
 
 
 
 
 
 
 
U.S. Government agency and U.S. Government sponsored enterprises
 
 
 
 
 
 
 
Collateralized mortgage obligations
$
454,096

 
$
839

 
$
(4,955
)
 
$
449,980

Mortgage-backed securities
497,889

 
3,003

 
(2,845
)
 
498,047

Trust preferred securities
4,545

 

 
(796
)
 
3,749

Municipal bonds
44,105

 
1,406

 

 
45,511

Total debt securities
1,000,635

 
5,248

 
(8,596
)
 
997,287

Mutual funds
13,425

 

 
(156
)
 
13,269

 
$
1,014,060

 
$
5,248

 
$
(8,752
)
 
$
1,010,556

 
As of June 30, 2016 and December 31, 2015, there were no holdings of securities of any one issuer, other than the U.S. Government and its agencies, in an amount greater than 10% of stockholders’ equity.
For the three months ended June 30, 2016 and 2015, $6.6 million of unrealized gains and $8.4 million of unrealized losses, respectively, were included in accumulated other comprehensive income (loss). For the six months ended June 30, 2016 and 2015, $22.2 million of unrealized gains and $3.2 million of unrealized losses, respectively, were included in accumulated other comprehensive income (loss). There were no gains or losses reclassified out of accumulated other comprehensive income (loss) for the three months ended June 30, 2016 and 2015. A total of $0 and $424 thousand of net gains on sales of securities were reclassified out of accumulated other comprehensive income (loss) into earnings for the six months ended June 30, 2016 and 2015, respectively.
The proceeds from sales of securities and the associated gross gains and losses recorded in earnings are listed below:

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Table of Contents

 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2016
 
2015
 
2016
 
2015
 
(In thousands)
Proceeds
$

 
$

 
$

 
$
22,510

Gross gains

 

 

 
437

Gross losses

 

 

 
(13
)

The amortized cost and estimated fair value of investment securities at June 30, 2016, by contractual maturity, are shown below. Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. Securities not due at a single maturity date are shown separately.
 
 
Amortized
Cost
 
Estimated
Fair Value
 
(In thousands)
Available for sale:
 
 
 
Due within one year
$

 
$

Due after one year through five years
2,306

 
2,477

Due after five years through ten years
29,010

 
30,423

Due after ten years
17,132

 
17,014

U.S. Government agency and U.S. Government sponsored enterprises
 
 
 
Collateralized mortgage obligations
524,406

 
531,479

Mortgage-backed securities
494,930

 
505,010

Mutual funds
13,425

 
13,541

 
$
1,081,209

 
$
1,099,944


Securities with carrying values of approximately $380.6 million and $359.6 million at June 30, 2016 and December 31, 2015, respectively, were pledged to secure public deposits, various borrowings and for other purposes as required or permitted by law.
The following tables show our investments’ gross unrealized losses and estimated fair value, aggregated by investment category and the length of time that the individual securities have been in a continuous unrealized loss position as of the dates indicated.
 
As of June 30, 2016
 
Less than 12 months
 
12 months or longer
 
Total
Description of
Securities
Number of
Securities
 
Fair Value
 
Gross
Unrealized
Losses
 
Number of
Securities
 
Fair Value
 
Gross
Unrealized
Losses
 
Number of
Securities
 
Fair Value
 
Gross
Unrealized
Losses
 
 (In thousands)
Collateralized mortgage obligations*
1

 
$
15,337

 
$
(44
)
 
4

 
$
41,563

 
$
(141
)
 
5

 
$
56,900

 
$
(185
)
Mortgage-backed securities*
4

 
7,747

 
(46
)
 
4

 
30,313

 
(140
)
 
8

 
38,060

 
(186
)
Trust preferred securities

 

 

 
1

 
3,713

 
(840
)
 
1

 
3,713

 
(840
)
Municipal bonds
1

 
535

 
(2
)
 

 

 

 
1

 
535

 
(2
)
Mutual funds

 

 

 

 

 

 

 

 

 
6

 
$
23,619

 
$
(92
)
 
9

 
$
75,589

 
$
(1,121
)
 
15

 
$
99,208

 
$
(1,213
)
* Investments in U.S. Government agency and U.S. Government sponsored enterprises


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Table of Contents

 
As of December 31, 2015
 
Less than 12 months
 
12 months or longer
 
Total
Description of
Securities
Number of
Securities
 
Fair Value
 
Gross
Unrealized
Losses
 
Number of
Securities
 
Fair Value
 
Gross
Unrealized
Losses
 
Number of
Securities
 
Fair Value
 
Gross
Unrealized
Losses
 
 (In thousands)
Collateralized mortgage obligations*
31

 
$
300,202

 
$
(2,611
)
 
8

 
$
70,857

 
$
(2,344
)
 
39

 
$
371,059

 
$
(4,955
)
Mortgage-backed securities*
28

 
247,160

 
(1,487
)
 
3

 
27,947

 
(1,358
)
 
31

 
275,107

 
(2,845
)
Trust Preferred securities

 

 

 
1

 
3,750

 
(796
)
 
1

 
3,750

 
(796
)
Municipal bonds
1

 
127

 

 

 

 

 
1

 
127

 

Mutual funds
1

 
13,269

 
(156
)
 

 

 

 
1

 
13,269

 
(156
)
 
61

 
$
560,758

 
$
(4,254
)
 
12

 
$
102,554

 
$
(4,498
)
 
73

 
$
663,312

 
$
(8,752
)
* Investments in U.S. Government agency and U.S. Government sponsored enterprises
The Company evaluates securities for other-than-temporary-impairment (“OTTI”) on at least a quarterly basis, and more frequently when economic or market concerns warrant such evaluation. Consideration is given to the financial condition and near-term prospects of the issuer, the length of time and the extent to which the fair values of the securities have been less than the cost of the securities, and management’s intention to sell, or whether it is more likely than not that management will be required to sell a security in an unrealized loss position before recovery of its amortized cost basis. In analyzing an issuer’s financial condition, the Company considers, among other considerations, whether the securities are issued by the federal government or its agencies, whether downgrades by bond rating agencies have occurred, and the results of reviews of the issuer’s financial condition.
The Company has certain collateralized mortgage obligations, mortgage-backed securities and trust preferred securities that were in a continuous unrealized loss position for twelve months or longer as of June 30, 2016. The trust preferred securities at June 30, 2016 had an amortized cost of $4.6 million and an unrealized loss of $840 thousand at June 30, 2016. The trust preferred securities are scheduled to mature in May 2047. These securities were rated investment grade and there were no credit quality concerns with the obligor. The collateralized mortgage obligations and mortgage-backed securities in a continuous loss position for twelve months or longer had an unrealized loss of $141 thousand and $140 thousand, respectively at June 30, 2016. These securities were issued by U.S. Government agency and U.S. Government sponsored enterprises and have high credit ratings of “AA” grade or better. Interest on the trust preferred securities and the U.S. Government agency and U.S. Government sponsored enterprise investments have been paid as agreed, and management believes this will continue in the future and that the securities will be repaid in full as scheduled. The market value declines for these securities were primarily due to movements in interest rates and are not reflective of management’s expectations of the Company’s ability to fully recover these investments, which may be at maturity. For these reasons, no OTTI was recognized on the trust preferred securities and the U.S. Government agency and U.S. Government sponsored collateralized mortgage obligations and mortgage-backed securities that are in an unrealized loss position at June 30, 2016.
The Company considers the losses on the investments in unrealized loss positions at June 30, 2016 to be temporary based on: 1) the likelihood of recovery; 2) the information relative to the extent and duration of the decline in market value; and 3) the Company’s intention not to sell, and management’s determination that it is more likely than not that the Company will not be required to sell a security in an unrealized loss position before recovery of its amortized cost basis.



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Table of Contents


6.
Loans Receivable and Allowance for Loan Losses
The following is a summary of loans receivable by major category:
 
June 30, 2016
 
December 31, 2015
 
(In thousands)
Loan portfolio composition
 
 
 
Real estate loans:
 
 
 
Residential
$
39,403

 
$
33,797

Commercial & industrial
5,158,900

 
4,912,655

Construction
132,712

 
123,030

Total real estate loans
5,331,015

 
5,069,482

Commercial business
1,027,194

 
980,153

Trade finance
84,025

 
99,163

Consumer and other
145,182

 
102,573

Total loans outstanding
6,587,416

 
6,251,371

Less: deferred loan fees
(3,179
)
 
(3,030
)
Loans receivable
6,584,237

 
6,248,341

Less: allowance for loan losses
(76,425
)
 
(76,408
)
Loans receivable, net of allowance for loan losses
$
6,507,812

 
$
6,171,933


The loan portfolio is made up of four segments: real estate loans, commercial business, trade finance and consumer and other. These segments are further segregated between loans accounted for under the amortized cost method (“Legacy Loans”) and acquired loans that were originally recorded at fair value with no carryover of the related pre-acquisition allowance for loan losses (“Acquired Loans”). Acquired Loans are further segregated between Acquired Credit Impaired Loans (loans with credit deterioration on the acquisition date and accounted for under ASC 310-30, or “ACILs”) and Acquired Performing Loans (loans that were pass graded on the acquisition date and the fair value adjustment is amortized over the contractual life under ASC 310-20, or “APLs”).
The following table presents changes in the accretable discount on the ACILs for the three and six months ended June 30, 2016 and 2015:
 
Three Months Ended June 30,

Six Months Ended June 30,

2016

2015

2016

2015

(In thousands)
Balance at beginning of period
$
22,097


$
22,645


$
23,777


$
24,051

Additions due to acquisitions during the period







Accretion
(2,474
)

(3,096
)

(5,503
)

(6,232
)
Changes in expected cash flows
527


1,840


1,876


3,570

Balance at end of period
$
20,150


$
21,389


$
20,150


$
21,389

On the acquisition date, the amount by which the undiscounted expected cash flows exceed the estimated fair value of the ACILs is the “accretable yield.” The accretable yield is then measured at each financial reporting date and represents the difference between the remaining undiscounted expected cash flows and the current carrying value of the loans. The accretable yield will change from period to period due to the following: 1) estimates of the remaining life of acquired loans will affect the amount of future interest income; 2) indices for variable rates of interest on ACILs may change; and 3) estimates of the amount of the contractual principal and interest that will not be collected (nonaccretable difference) may change.

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Table of Contents

The following tables detail the activity in the allowance for loan losses by portfolio segment for the three and six months ended June 30, 2016 and 2015:
 
 
 
 
Legacy
 
Acquired
 
Total
 
Real Estate
 
Commercial Business
 
Trade Finance
 
Consumer and Other
 
Real Estate
 
Commercial Business
 
Trade Finance
 
Consumer and Other
 
 
(In thousands)
Three Months Ended June 30, 2016
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance, beginning of period
$
42,115

 
$
19,048

 
$
2,085

 
$
768

 
$
12,626

 
$
154

 
$

 
$
60

 
$
76,856

Provision (credit) for loan losses
1,375

 
(798
)
 
364

 
123

 
187

 
(42
)
 

 
(9
)
 
1,200

Loans charged off

 
(2,005
)
 

 
(50
)
 
(207
)
 
(33
)
 

 

 
(2,295
)
Recoveries of charge offs
176

 
331

 

 
85

 
1

 
69

 

 
2

 
664

Balance, end of period
$
43,666

 
$
16,576

 
$
2,449

 
$
926

 
$
12,607

 
$
148

 
$

 
$
53

 
$
76,425

Six Months Ended June 30, 2016
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance, beginning of period
$
42,829

 
$
16,332

 
$
3,592

 
$
556

 
$
12,823

 
$
214

 
$

 
$
62

 
$
76,408

Provision (credit) for loan losses
157

 
2,349

 
(1,143
)
 
399

 
105

 
(154
)
 

 
(13
)
 
1,700

Loans charged off
(19
)
 
(2,626
)
 

 
(115
)
 
(323
)
 
(33
)
 

 

 
(3,116
)
Recoveries of charge offs
699

 
521

 

 
86

 
2

 
121

 

 
4

 
1,433

Balance, end of period
$
43,666

 
$
16,576

 
$
2,449

 
$
926

 
$
12,607

 
$
148

 
$

 
$
53

 
$
76,425


 
 
 
 
Legacy
 
Acquired
 
Total
 
Real Estate
 
Commercial Business
 
Trade Finance
 
Consumer and Other
 
Real Estate
 
Commercial Business
 
Trade Finance
 
Consumer and Other
 
 
(In thousands)
Three Months Ended June 30, 2015
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance, beginning of period
$
35,772

 
$
16,168

 
$
3,041

 
$
416

 
$
13,724

 
$
422

 
$

 
$
51

 
$
69,594

Provision (credit) for loan losses
1,224

 
(751
)
 
(522
)
 
521

 
280

 
240

 

 
8

 
1,000

Loans charged off
(61
)
 
(448
)
 
(759
)
 

 
(13
)
 
(170
)
 

 

 
(1,451
)
Recoveries of charge offs
61

 
809

 

 
92

 

 
8

 

 
5

 
975

Balance, end of period
$
36,996

 
$
15,778

 
$
1,760

 
$
1,029

 
$
13,991

 
$
500

 
$

 
$
64

 
$
70,118

Six Months Ended June 30, 2015
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance, beginning of period
$
38,775

 
$
15,986

 
$
3,456

 
$
427

 
$
8,573

 
$
485

 
$

 
$
56

 
$
67,758

Provision (credit) for loan losses
(2,398
)
 
(773
)
 
(709
)
 
523

 
5,590

 
262

 

 
5

 
2,500

Loans charged off
(242
)
 
(899
)
 
(987
)
 
(15
)
 
(172
)
 
(257
)
 

 
(4
)
 
(2,576
)
Recoveries of charge offs
861

 
1,464

 

 
94

 

 
10

 

 
7

 
2,436

Balance, end of period
$
36,996

 
$
15,778

 
$
1,760

 
$
1,029

 
$
13,991

 
$
500

 
$

 
$
64

 
$
70,118



20

Table of Contents

The following tables disaggregate the allowance for loan losses and the loans outstanding by impairment methodology at June 30, 2016 and December 31, 2015:
 
June 30, 2016
 
Legacy
 
Acquired
 
Total
 
Real Estate
 
Commercial Business
 
Trade Finance
 
Consumer and Other
 
Real Estate
 
Commercial Business
 
Trade Finance
 
Consumer and Other
 
 
(In thousands)
Allowance for loan losses:
Individually evaluated for impairment
$
1,896

 
$
5,052

 
$
1,522

 
$
69

 
$
100

 
$
95

 
$

 
$

 
$
8,734

Collectively evaluated for impairment
41,770

 
11,524

 
927

 
857

 
558

 
53

 

 
53

 
55,742

ACILs

 

 

 

 
11,949

 

 

 

 
11,949

Total
$
43,666

 
$
16,576

 
$
2,449

 
$
926

 
$
12,607

 
$
148

 
$

 
$
53

 
$
76,425

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Loans outstanding:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Individually evaluated for impairment
$
60,744

 
$
48,800

 
$
8,942

 
$
769

 
$
15,754

 
$
1,100

 
$

 
$
446

 
$
136,555

Collectively evaluated for impairment
5,051,436

 
946,106

 
75,083

 
107,537

 
138,260

 
14,028

 

 
18,615

 
6,351,065

ACILs

 

 

 

 
64,821

 
17,160

 

 
17,815

 
99,796

Total
$
5,112,180

 
$
994,906

 
$
84,025

 
$
108,306

 
$
218,835

 
$
32,288

 
$

 
$
36,876

 
$
6,587,416


 
December 31, 2015
 
Legacy
 
Acquired
 
Total
 
Real Estate
 
Commercial Business
 
Trade Finance
 
Consumer and Other
 
Real Estate
 
Commercial Business
 
Trade Finance
 
Consumer and Other
 
 
(In thousands)
Allowance for loan losses:
Individually evaluated for impairment
$
1,663

 
$
4,188

 
$
2,603

 
$

 
$
225

 
$
128

 
$

 
$

 
$
8,807

Collectively evaluated for impairment
41,166

 
12,144

 
989

 
556

 
616

 
86

 

 
62

 
55,619

ACILs

 

 

 

 
11,982

 

 

 

 
11,982

Total
$
42,829

 
$
16,332

 
$
3,592

 
$
556

 
$
12,823

 
$
214

 
$

 
$
62

 
$
76,408

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Loans outstanding:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Individually evaluated for impairment
$
63,376

 
$
40,352

 
$
12,548

 
$
812

 
$
19,109

 
$
1,235

 
$

 
$
658

 
$
138,090

Collectively evaluated for impairment
4,717,300

 
896,041

 
86,615

 
60,570

 
200,753

 
22,660

 

 
20,533

 
6,004,472

ACILs

 

 

 

 
68,944

 
19,865

 

 
20,000

 
108,809

Total
$
4,780,676

 
$
936,393

 
$
99,163

 
$
61,382

 
$
288,806

 
$
43,760

 
$

 
$
41,191

 
$
6,251,371


As of June 30, 2016 and December 31, 2015, the liability for unfunded commitments was $1.5 million and $2.0 million, respectively. For the three months ended June 30, 2016 and 2015, the recognized credit for losses related to unfunded commitments was $109 thousand and $95 thousand, respectively. For the six months ended June 30, 2016 and 2015,
the recognized benefit provision for credit losses related to unfunded commitments was $461 thousand and $146 thousand,
respectively.

21

Table of Contents

The recorded investment in individually impaired loans was as follows:
 
June 30, 2016
 
December 31, 2015
 
(In thousands)
With allocated allowance
 
 
 
Without charge off
$
65,372

 
$
77,922

With charge off
260

 
155

With no allocated allowance
 
 
 
Without charge off
67,169

 
57,585

With charge off
3,754

 
2,428

Allowance on impaired loans
(8,734
)
 
(8,807
)
Impaired loans, net of allowance
$
127,821

 
$
129,283



22

Table of Contents

The following tables detail impaired loans (Legacy and APLs that became impaired subsequent to being acquired) as of June 30, 2016 and December 31, 2015, for the three and six months ended June 30, 2016 and 2015, and for the year ended December 31, 2015. Loans with no related allowance for loan losses are believed by management to have adequate collateral securing their carrying value.
 
 
 
As of June 30, 2016
 
For the Six Months Ended June 30, 2016
 
For the Three Months Ended June 30, 2016
Total Impaired Loans
 
Recorded Investment*
 
Unpaid Contractual Principal Balance
 
Related
Allowance
 
Average Recorded Investment*
 
Interest Income Recognized during Impairment
 
Average Recorded Investment*
 
Interest Income Recognized during Impairment
 
 
(In thousands)
With related allowance:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Real estate—residential
 
$

 
$

 
$

 
$

 
$

 
$

 
$

Real estate—commercial
 
 
 
 
 
 
 

 

 

 

Retail
 
1,419

 
1,562

 
73

 
1,614

 

 
1,486

 

Hotel & motel
 
1,324

 
1,324

 
125

 
3,515

 
32

 
2,925

 
16

Gas station & car wash
 
1,058

 
1,067

 
311

 
1,052

 
19

 
794

 
9

Mixed use
 
209

 
735

 
5

 
445

 
3

 
386

 
2

Industrial & warehouse
 
547

 
547

 

 
555

 
12

 
552

 
6

Other
 
24,191

 
24,437

 
1,481

 
24,372

 
550

 
24,257

 
274

Real estate—construction
 

 

 

 

 

 

 

Commercial business
 
31,697

 
32,396

 
5,148

 
34,393

 
481

 
35,826

 
271

Trade finance
 
4,491

 
4,509

 
1,522

 
8,373

 
57

 
6,286

 
16

Consumer and other
 
696

 
696

 
69

 
317

 
17

 
408

 
10

 
 
$
65,632

 
$
67,273

 
$
8,734

 
$
74,636

 
$
1,171

 
$
72,920

 
$
604

With no related allowance:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Real estate—residential
 
$

 
$

 
$

 
$

 
$

 
$

 
$

Real estate—commercial
 
 
 
 
 
 
 

 

 

 

Retail
 
9,152

 
9,813

 

 
10,454

 
160

 
10,029

 
79

Hotel & motel
 
9,738

 
13,782

 

 
8,479

 
98

 
8,922

 
49

Gas station & car wash
 
4,960

 
8,861

 

 
4,763

 
50

 
5,268

 
25

Mixed use
 
2,316

 
2,576

 

 
2,348

 
24

 
2,331

 
12

Industrial & warehouse
 
11,106

 
12,585

 

 
10,294

 
179

 
10,957

 
89

Other
 
9,178

 
10,553

 

 
11,534

 
85

 
10,676

 
43

Real estate—construction
 
1,300

 
1,441

 

 
1,337

 

 
1,321

 

Commercial business
 
18,203

 
21,152

 

 
12,034

 
281

 
13,022

 
140

Trade finance
 
4,451

 
4,451

 

 
1,484

 
109

 
2,225

 
56

Consumer and other
 
519

 
576

 

 
991

 
1

 
820

 

 
 
$
70,923

 
$
85,790

 
$

 
$
63,718

 
$
987

 
$
65,571

 
$
493

Total
 
$
136,555

 
$
153,063

 
$
8,734

 
$
138,354

 
$
2,158

 
$
138,491

 
$
1,097


*
Unpaid contractual principal balance less charge offs, interest applied to principal and purchase discounts.

23

Table of Contents

 
 
For the Six Months Ended June 30, 2015
 
For the Three Months Ended June 30, 2015
Total Impaired Loans
 
Average Recorded Investment*
 
Interest Income Recognized during Impairment
 
Average Recorded Investment*
 
Interest Income Recognized during Impairment
 
 
(In thousands)
With related allowance:
 
 
 
 
 
 
 
 
Real estate—residential
 
$

 
$

 
$

 
$

Real estate—commercial
 
 
 
 
 
 
 
 
Retail
 
4,411

 
88

 
4,165

 
44

Hotel & motel
 
12,134

 
258

 
11,500

 
129

Gas station & car wash
 
1,479

 
29

 
1,266

 
15

Mixed use
 
481

 

 
481

 

Industrial & warehouse
 
4,489

 
84

 
5,678

 
42

Other
 
8,823

 
176

 
8,344

 
88

Real estate—construction
 

 

 

 

Commercial business
 
32,453

 
579

 
30,030

 
286

Trade finance
 
4,678

 
108

 
4,990

 
54

Consumer and other
 
209

 

 
314

 

 
 
$
69,157

 
$
1,322

 
$
66,768

 
$
658

With no related allowance:
 
 
 
 
 
 
 
 
Real estate—residential
 
$

 
$

 
$

 
$

Real estate—commercial
 
 
 
 
 
 
 
 
Retail
 
10,260

 
167

 
9,536

 
84

Hotel & motel
 
6,122

 
7

 
6,187

 
3

Gas station & car wash
 
3,391

 
22

 
3,739

 
11

Mixed use
 
2,356

 
21

 
2,740

 
10

Industrial & warehouse
 
11,033

 
154

 
9,362

 
77

Other
 
8,730

 
77

 
9,554

 
40

Real estate—construction
 
1,000

 

 
740

 

Commercial business
 
8,104

 
81

 
9,502

 
41

Trade finance
 
1,643

 

 
1,524

 

Consumer and other
 
1,064

 
13

 
1,066

 
7

 
 
$
53,703

 
$
542

 
$
53,950

 
$
273

Total
 
$
122,860

 
$
1,864

 
$
120,718

 
$
931

*
Unpaid contractual principal balance less charge offs, interest applied to principal and purchase discounts.


24

Table of Contents

 
 
As of June 30, 2016
 
For the Six Months Ended June 30, 2016
 
For the Three Months Ended June 30, 2016
Impaired APLs
 
Recorded Investment*
 
Unpaid
Contractual Principal
Balance
 
Related
Allowance
 
Average
Recorded Investment*
 
Interest Income Recognized during Impairment
 
Average Recorded Investment*
 
Interest Income Recognized during Impairment
 
 
(In thousands)
With related allowance:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Real estate—residential
 
$

 
$

 
$

 
$

 
$

 
$

 
$

Real estate—commercial
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Retail
 
1,037

 
1,140

 
65

 
1,125

 

 
1,103

 

Hotel & motel
 

 

 

 

 

 

 

Gas station & car wash
 

 

 

 
339

 

 

 

Mixed use
 
139

 
139

 
2

 
375

 
3

 
316

 
2

Industrial & warehouse
 

 

 

 

 

 

 

Other
 
346

 
350

 
33

 
318

 
9

 
324

 
4

Real estate—construction
 

 

 

 

 

 

 

Commercial business
 
426

 
489

 
96

 
526

 
6

 
506

 
3

Trade finance
 

 

 

 

 

 

 

Consumer and other
 
159

 
159

 

 
53

 
4

 
80

 
2

 
 
$
2,107

 
$
2,277

 
$
196

 
$
2,736

 
$
22

 
$
2,329

 
$
11

With no related allowance:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Real estate—residential
 
$

 
$

 
$

 
$

 
$

 
$

 
$

Real estate—commercial
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Retail
 
2,483

 
2,638

 

 
2,542

 
52

 
2,491

 
26

Hotel & motel
 
5,055

 
7,335

 

 
6,273

 
7

 
5,903

 
3

Gas station & car wash
 
1,592

 
1,836

 

 
1,458

 
50

 
1,593

 
25

Mixed use
 
271

 
282

 

 
272

 
5

 
271

 
3

Industrial & warehouse
 
1,085

 
1,325

 

 
1,103

 
5

 
1,090

 
2

Other
 
3,746

 
4,575

 

 
3,799

 
26

 
3,761

 
13

Real estate—construction
 

 

 

 

 

 

 

Commercial business
 
674

 
981

 

 
673

 
17

 
675

 
8

Trade finance
 

 

 

 

 

 

 

Consumer and other
 
286

 
335

 

 
467

 
1

 
371

 

 
 
$
15,192

 
$
19,307

 
$

 
$
16,587

 
$
163

 
$
16,155

 
$
80

Total
 
$
17,299

 
$
21,584

 
$
196

 
$
19,323

 
$
185

 
$
18,484

 
$
91


*
Unpaid contractual principal balance less charge offs, interest applied to principal and purchase discounts.




25

Table of Contents

 
 
For the Six Months Ended June 30, 2015
 
For the Three Months Ended June 30, 2015
Impaired APLs
 
Average
Recorded Investment*
 
Interest Income Recognized during Impairment
 
Average Recorded Investment*
 
Interest Income Recognized during Impairment
 
 
(In thousands)
With related allowance:
 
 
 
 
 
 
 
 
Real estate—residential
 
$

 
$

 
$

 
$

Real estate—commercial
 
 
 
 
 
 
 
 
Retail
 
2,278

 
74

 
2,591

 
37

Hotel & motel
 

 

 

 

Gas station & car wash
 
1,398

 
29

 
1,215

 
15

Mixed use
 
352

 

 
352

 

Industrial & warehouse
 
120

 

 
180

 

Other
 
1,123

 
8

 
803

 
4

Real estate—construction
 

 

 

 

Commercial business
 
721

 
9

 
697

 
4

Trade finance
 

 

 

 

Consumer and other
 
1

 

 
1

 

 
 
$
5,993

 
$
120

 
$
5,839

 
$
60

With no related allowance:
 
 
 
 
 
 
 
 
Real estate—residential
 
$

 
$

 
$

 
$

Real estate—commercial
 
 
 
 
 
 
 
 
Retail
 
2,037

 
7

 
1,476

 
3

Hotel & motel
 
5,613

 
7

 
5,624

 
3

Gas station & car wash
 
347

 

 
516

 

Mixed use
 
167

 
2

 
251

 
1

Industrial & warehouse
 
1,362

 
2

 
1,174

 
1

Other
 
4,287

 
21

 
4,426

 
10

Real estate—construction
 

 

 

 

Commercial business
 
982

 
33

 
968

 
17

Trade finance
 

 

 

 

Consumer and other
 
606

 
4

 
611

 
2

 
 
$
15,401

 
$
76

 
$
15,046

 
$
37

Total
 
$
21,394

 
$
196

 
$
20,885

 
$
97


*
Unpaid contractual principal balance less charge offs, interest applied to principal and purchase discounts.







26

Table of Contents

 
 
As of December 31, 2015
 
For the Year Ended
December 31, 2015
Total Impaired Loans
 
Recorded Investment*
 
Unpaid
Contractual Principal
Balance
 
Related
Allowance
 
Average
Recorded Investment*
 
Interest Income Recognized during Impairment
 
 
(In thousands)
With related allowance:
 
 
 
 
 
 
 
 
 
 
Real estate—residential
 
$

 
$

 
$

 
$

 
$

Real estate—commercial
 
 
 
 
 
 
 
 
 
 
Retail
 
1,871

 
1,984

 
230

 
3,388

 

Hotel & motel
 
4,697

 
4,707

 
158

 
10,512

 
230

Gas station & car wash
 
1,569

 
1,625

 
47

 
1,542

 
59

Mixed use
 
564

 
1,087

 
13

 
498

 
9

Industrial & warehouse
 
563

 
563

 

 
3,686

 
25

Other
 
24,603

 
24,851

 
1,440

 
12,585

 
1,110

Real estate—construction
 

 

 

 

 

Commercial business
 
31,527

 
31,832

 
4,316

 
31,790

 
998

Trade finance
 
12,548

 
12,548

 
2,603

 
6,209

 
527

Consumer and other
 
135

 
135

 

 
153

 
7

 
 
$
78,077

 
$
79,332

 
$
8,807

 
$
70,363

 
$
2,965

With no related allowance:
 
 
 
 
 
 
 
 
 
 
Real estate—residential
 
$

 
$

 
$

 
$

 
$

Real estate—commercial
 
 
 
 
 
 
 
 
 
 
Retail
 
11,305

 
12,051

 

 
10,779

 
464

Hotel & motel
 
7,592

 
10,180

 

 
6,455

 
93

Gas station & car wash
 
3,754

 
6,435

 

 
3,685

 
107

Mixed use
 
2,382

 
2,604

 

 
2,375

 
51

Industrial & warehouse
 
8,967

 
10,608

 

 
10,186

 
254

Other
 
13,250

 
14,234

 

 
9,355

 
362

Real estate—construction
 
1,369

 
1,470

 

 
1,153

 

Commercial business
 
10,059

 
12,063

 

 
8,722

 
345

Trade finance
 

 

 

 
986

 

Consumer and other
 
1,335

 
1,431

 

 
1,177

 
26

 
 
$
60,013

 
$
71,076

 
$

 
$
54,873

 
$
1,702

Total
 
$
138,090

 
$
150,408

 
$
8,807

 
$
125,236

 
$
4,667


*
Unpaid contractual principal balance less charge offs, interest applied to principal and purchase discounts.





27

Table of Contents

 
 
As of December 31, 2015
 
For the Year Ended
December 31, 2015
Impaired APLs
 
Recorded Investment*
 
Unpaid Contractual Principal Balance
 
Related Allowance
 
Average Recorded Investment*
 
Interest Income Recognized during Impairment
 
 
(In thousands)
With related allowance:
 
 
 
 
 
 
 
 
 
 
Real estate—residential
 
$

 
$

 
$

 
$

 
$

Real estate—commercial
 
 
 
 
 
 
 
 
 
 
Retail
 
1,171

 
1,173

 
197

 
1,835

 

Hotel & motel
 

 

 

 

 

Gas station & car wash
 
1,017

 
1,062

 
6

 
1,246

 
59

Mixed use
 
494

 
491

 
5

 
380

 
9

Industrial & warehouse
 

 

 

 
72

 

Other
 
306

 
306

 
17

 
797

 
16

Real estate—construction
 

 

 

 

 

Commercial business
 
566

 
645

 
128

 
671

 
15

Trade finance
 

 

 

 

 

Consumer and other
 

 

 

 

 

 
 
$
3,554

 
$
3,677

 
$
353

 
$
5,001

 
$
99

With no related allowance:
 
 
 
 
 
 
 
 
 
 
Real estate—residential
 
$

 
$

 
$

 
$

 
$

Real estate—commercial
 
 
 

 
 
 
 
 
 
Retail
 
2,642

 
2,756

 

 
2,301

 
105

Hotel & motel
 
7,014

 
9,303

 

 
5,889

 
73

Gas station & car wash
 
1,188

 
1,299

 

 
651

 
64

Mixed use
 
273

 
282

 

 
210

 
13

Industrial & warehouse
 
1,127

 
1,298

 

 
1,275

 
9

Other
 
3,876

 
4,615

 

 
4,162

 
53

Real estate—construction
 

 

 

 

 

Commercial business
 
668

 
1,039

 

 
892

 
55

Trade finance
 

 

 

 

 

Consumer and other
 
658

 
748

 

 
629

 
7

 
 
$
17,446

 
$
21,340

 
$

 
$
16,009

 
$
379

Total
 
$
21,000

 
$
25,017

 
$
353

 
$
21,010

 
$
478

*
Unpaid contractual principal balance less charge offs, interest applied to principal and purchase discounts.


Generally, loans are placed on nonaccrual status if principal or interest payments become 90 days past due and/or management deems the collectibility of the principal and/or interest to be in question, as well as when required by regulatory requirements. Loans to a customer whose financial condition has deteriorated are considered for nonaccrual status whether or not the loan is 90 days or more past due. Generally, payments received on nonaccrual loans are recorded as principal reductions. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

28

Table of Contents

The following tables present the aging of past due loans as of June 30, 2016 and December 31, 2015 by class of loans:
 
As of June 30, 2016
 
Past Due and Accruing
 
 
 
 
 
30-59 Days Past Due
 
60-89 Days Past Due
 
90 or More Days Past Due
 
Total
 
Nonaccrual Loans (2)
 
Total Delinquent Loans
 
(In thousands)
Legacy Loans:
 
Real estate—residential
$

 
$

 
$

 
$

 
$

 
$

Real estate—commercial
 
 
 
 
 
 
 
 
 
 
 
Retail
449

 
427

 

 
876

 
2,460

 
3,336

Hotel & motel

 

 

 

 
1,118

 
1,118

Gas station & car wash

 

 

 

 
3,591

 
3,591

Mixed use

 

 

 

 
1,352

 
1,352

Industrial & warehouse
107

 

 

 
107

 
2,178

 
2,285

Other
220

 
844

 

 
1,064

 
3,035

 
4,099

Real estate—construction

 

 

 

 
1,300

 
1,300

Commercial business
1,974

 
126

 

 
2,100

 
12,992

 
15,092

Trade finance
29

 

 
29

 
58

 
2,886

 
2,944

Consumer and other
141

 
30

 
118

 
289

 
356

 
645

     Subtotal
$
2,920

 
$
1,427

 
$
147

 
$
4,494

 
$
31,268

 
$
35,762

Acquired Loans: (1)
 
 
 
 
 
 
 
 
 
 
 
Real estate—residential
$

 
$

 
$

 
$

 
$

 
$

Real estate—commercial
 
 
 
 
 
 
 
 
 
 
 
Retail
1,220

 

 

 
1,220

 
1,850

 
3,070

Hotel & motel

 

 

 

 
4,785

 
4,785

Gas station & car wash
1,009

 

 

 
1,009

 

 
1,009

Mixed use

 

 

 

 
62

 
62

Industrial & warehouse

 

 

 

 
950

 
950

Other
328

 

 

 
328

 
2,625

 
2,953

Real estate—construction

 

 

 

 

 

Commercial business
178

 
32

 

 
210

 
393

 
603

Trade finance

 

 

 

 

 

Consumer and other

 
313

 

 
313

 
465

 
778

     Subtotal
$
2,735

 
$
345

 
$

 
$
3,080

 
$
11,130

 
$
14,210

TOTAL
$
5,655

 
$
1,772

 
$
147

 
$
7,574

 
$
42,398

 
$
49,972

(1) 
The Acquired Loans exclude ACILs.
(2) 
Nonaccrual loans exclude the guaranteed portion of delinquent SBA loans that are in liquidation totaling $15.5 million.


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Table of Contents

 
As of December 31, 2015
 
Past Due and Accruing
 
 
 
 
 
30-59 Days Past Due
 
60-89 Days Past Due
 
90 or More Days Past Due
 
Total
 
Nonaccrual Loans (2)
 
Total Delinquent Loans
 
(In Thousands)
Legacy Loans:
 
Real estate—residential
$

 
$

 
$

 
$

 
$

 
$

Real estate—commercial
 
 
 
 
 
 
 
 
 
 
 
Retail
574

 

 

 
574

 
2,383

 
2,957

Hotel & motel
854

 

 

 
854

 
318

 
1,172

Gas station & car wash

 
640

 
330

 
970

 
2,418

 
3,388

Mixed use

 

 

 

 
1,407

 
1,407

Industrial & warehouse

 
110

 

 
110

 
2,275

 
2,385

Other

 

 

 

 
2,930

 
2,930

Real estate—construction

 

 

 

 
1,369

 
1,369

Commercial business
905

 
770

 

 
1,675

 
13,393

 
15,068

Trade finance

 

 

 

 
1,731

 
1,731

Consumer and other
770

 
158

 
45

 
973

 
245

 
1,218

     Subtotal
$
3,103

 
$
1,678

 
$
375

 
$
5,156

 
$
28,469

 
$
33,625

Acquired Loans: (1)
 
 
 
 
 
 
 
 
 
 
 
Real estate—residential
$

 
$

 
$

 
$

 
$

 
$

Real estate—commercial
 
 
 
 
 
 
 
 
 
 
 
Retail
2,572

 

 

 
2,572

 
2,113

 
4,685

Hotel & motel

 

 

 

 
5,072

 
5,072

Gas station & car wash

 

 

 

 

 

Mixed use

 

 

 

 
415

 
415

Industrial & warehouse

 

 

 

 
990

 
990

Other

 

 

 

 
2,684

 
2,684

Real estate—construction

 

 

 

 

 

Commercial business
310

 
39

 

 
349

 
476

 
825

Trade finance

 

 

 

 

 

Consumer and other
287

 

 

 
287

 
582

 
869

     Subtotal
$
3,169

 
$
39

 
$

 
$
3,208

 
$
12,332

 
$
15,540

TOTAL
$
6,272

 
$
1,717

 
$
375

 
$
8,364

 
$
40,801

 
$
49,165

(1) 
The Acquired Loans exclude ACILs.
(2) 
Nonaccrual loans exclude guaranteed portion of delinquent SBA loans that are in liquidation totaling $18.7 million.

Loans accounted for under ASC 310-30 are generally considered accruing and performing loans and the accretable discount is accreted to interest income over the estimated life of the loan when cash flows are reasonably estimable. Accordingly, ACILs that are contractually past due are still considered to be accruing and performing loans. The loans may be classified as nonaccrual if the timing and amount of future cash flows is not reasonably estimable.
The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt, including, but not limited to, current financial information, historical payment experience, credit documentation, public information, and current economic trends. The Company analyzes loans individually by classifying the loans as to credit risk. This analysis includes all non-homogeneous loans. This analysis is performed at least on a quarterly basis. The definitions for risk ratings are as follows:
Pass: Loans that meet a preponderance or more of the Company’s underwriting criteria and evidence an acceptable level of risk.
Special Mention: Loans that have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the institution’s credit position at some future date.

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Table of Contents

Substandard: Loans that are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the repayment of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.
Doubtful/Loss: Loans that have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or repayment in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.
The following tables present the risk rating for Legacy Loans and Acquired Loans as of June 30, 2016 and December 31, 2015 by class of loans:
 
As of June 30, 2016
 
Pass
 
Special
Mention
 
Substandard
 
Doubtful/Loss
 
Total
 
(In thousands)
Legacy Loans:
 
 
 
Real estate—residential
$
38,400

 
$
459

 
$

 
$

 
$
38,859

Real estate—commercial
 
 
 
 
 
 
 
 
 
Retail
1,262,782

 
11,126

 
12,769

 

 
1,286,677

Hotel & motel
1,110,109

 
6,900

 
7,320

 

 
1,124,329

Gas station & car wash
641,800

 
5,785

 
3,591

 

 
651,176

Mixed use
352,364

 
1,174

 
1,518

 

 
355,056

Industrial & warehouse
484,995

 
9,455

 
14,759

 

 
509,209

Other
960,608

 
23,423

 
30,131

 

 
1,014,162

Real estate—construction
120,196

 
11,216

 
1,300

 

 
132,712

Commercial business
939,420

 
8,792

 
46,586

 
108

 
994,906

Trade finance
71,552

 
2,454

 
10,019

 

 
84,025

Consumer and other
107,274

 
139

 
893

 

 
108,306

Subtotal
$
6,089,500

 
$
80,923

 
$
128,886

 
$
108

 
$
6,299,417

Acquired Loans:
 
 
 
 
 
 
 
 
 
Real estate—residential
$
269

 
$
276

 
$

 
$

 
$
545

Real estate—commercial
 
 
 
 
 
 
 
 
 
Retail
58,180

 
6,608

 
11,712

 

 
76,500

Hotel & motel
13,930

 
2,404

 
13,370

 

 
29,704

Gas station & car wash
21,123

 
353

 
5,977

 

 
27,453

Mixed use
13,642

 
6,299

 
3,410

 
8

 
23,359

Industrial & warehouse
23,337

 
953

 
3,929

 
358

 
28,577

Other
23,115

 
363

 
9,219

 

 
32,697

Real estate—construction

 

 

 

 

Commercial business
17,934

 
797

 
13,471

 
86

 
32,288

Trade finance

 

 

 

 

Consumer and other
27,160

 
1,394

 
6,172

 
2,150

 
36,876

Subtotal
$
198,690

 
$
19,447

 
$
67,260

 
$
2,602

 
$
287,999

Total
$
6,288,190

 
$
100,370

 
$
196,146

 
$
2,710

 
$
6,587,416


 

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Table of Contents

 
As of December 31, 2015
 
Pass
 
Special
Mention
 
Substandard
 
Doubtful/Loss
 
Total
 
(In thousands)
Legacy Loans:
 
 
 
Real estate—residential
$
32,543

 
$
465

 
$

 
$

 
$
33,008

Real estate—commercial
 
 
 
 
 
 
 
 
 
Retail
1,168,844

 
25,686

 
14,838

 

 
1,209,368

Hotel & motel
1,009,493

 
789

 
5,937

 

 
1,016,219

Gas station & car wash
610,749

 
6,192

 
3,758

 

 
620,699

Mixed use
326,902

 
1,191

 
2,610

 

 
330,703

Industrial & warehouse
461,938

 
10,099

 
11,966

 

 
484,003

Other
913,304

 
15,805

 
34,537

 

 
963,646

Real estate—construction
121,661

 

 
1,369

 

 
123,030

Commercial business
875,989

 
21,886

 
38,505

 
13

 
936,393

Trade finance
82,797

 
3,818

 
12,548

 

 
99,163

Consumer and other
60,549

 
14

 
812

 
7

 
61,382

Subtotal
$
5,664,769

 
$
85,945

 
$
126,880

 
$
20

 
$
5,877,614

Acquired Loans:
 
 
 
Real estate—residential
$
508

 
$
281

 
$

 
$

 
$
789

Real estate—commercial
 
 
 
 
 
 
 
 
 
Retail
91,076

 
2,364

 
14,926

 

 
108,366

Hotel & motel
21,306

 
4,339

 
13,835

 

 
39,480

Gas station & car wash
22,231

 
356

 
6,548

 

 
29,135

Mixed use
14,195

 
6,382

 
3,762

 

 
24,339

Industrial & warehouse
31,606

 
1,361

 
4,708

 
378

 
38,053

Other
38,311

 
366

 
9,967

 

 
48,644

Real estate—construction

 

 

 

 

Commercial business
27,413

 
1,149

 
14,835

 
363

 
43,760

Trade finance

 

 

 

 

Consumer and other
32,194

 
1,643

 
5,901

 
1,453

 
41,191

Subtotal
$
278,840

 
$
18,241

 
$
74,482

 
$
2,194

 
$
373,757

Total
$
5,943,609

 
$
104,186

 
$
201,362

 
$
2,214

 
$
6,251,371

 
 
 
 
 
 
 
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2016
 
2015
 
2016
 
2015
Reclassification to held for sale
(In thousands)
Real estate - Commercial
$

 
$
235

 
$

 
$
685

Real estate - Construction

 

 

 

Commercial Business

 

 

 

Consumer

 
1,088

 
400

 
1,088

     Total
$

 
$
1,323

 
$
400

 
$
1,773



The adequacy of the allowance for loan losses is determined by management based upon an evaluation and review of the credit quality of the loan portfolio, consideration of historical loan loss experience, relevant internal and external factors that affect the collection of a loan, and other pertinent factors.
Migration analysis is a formula methodology derived from the Bank’s actual historical net charge off experience for each loan class (type) pool and risk grade. The migration analysis (“Migration Analysis”) is centered on the Bank’s internal credit risk rating system. Management’s internal loan review and external contracted credit review examinations are used to determine and validate loan risk grades. This credit review system takes into consideration factors such as: borrower’s background and experience; historical and current financial condition; credit history and payment performance; economic

32

Table of Contents

conditions and their impact on various industries; type, fair value and volatility of the fair value of collateral; lien position; and the financial strength of any guarantors.
A general loan loss allowance is provided on loans not specifically identified as impaired (“non-impaired loans”). The Bank’s general loan loss allowance has two components: quantitative and qualitative risk factors. The quantitative risk factors are based on a migration analysis methodology described above. The loans are classified by class and risk grade and the historical loss migration is tracked for the various classes. Loss experience is quantified for a specified period and then weighted to place more significance on the most recent loss history. That loss experience is then applied to the stratified portfolio at each quarter end. For ACILs, a general loan loss allowance is provided to the extent that there has been credit deterioration since the date of acquisition. 
Additionally, in order to systematically quantify the credit risk impact of other trends and changes within the loan portfolio, the Bank utilizes qualitative adjustments to the Migration Analysis within established parameters. The parameters for making adjustments are established under a Credit Risk Matrix that provides seven possible scenarios for each of the factors below. The matrix allows for up to three positive (Major, Moderate, and Minor), three negative (Major, Moderate, and Minor), and one neutral credit risk scenarios within each factor for each loan type pool. However, if information exists to warrant adjustment to the Migration Analysis, changes are made in accordance with the established parameters supported by narrative and/or statistical analysis. The Credit Risk Matrix and the nine possible scenarios enable the Bank to qualitatively adjust the Loss Migration Ratio by as much as 50 basis points in either direction (positive or negative) for each loan type pool. This matrix considers the following nine factors, which are patterned after the guidelines provided under the FFIEC Interagency Policy Statement on the Allowance for Loan and Lease Losses:
Changes in lending policies and procedures, including underwriting standards and collection, charge off, and recovery practices;
Changes in national and local economic and business conditions and developments, including the condition of various market segments;
Changes in the nature and volume of the loan portfolio;
Changes in the experience, ability and depth of lending management and staff;
Changes in the trends of the volume and severity of past due loans, Classified Loans, nonaccrual loans, troubled debt restructurings and other loan modifications;
Changes in the quality of our loan review system and the degree of oversight by the Directors;
Changes in the value of underlying collateral for collateral-dependent loans;
The existence and effect of any concentrations of credit and changes in the level of such concentrations; and
The effect of external factors, such as competition and legal and regulatory requirements, on the level of estimated losses in our loan portfolio.
The Company also establishes specific loss allowances for loans that have identified potential credit risk conditions or circumstances related to a specific individual credit. The specific allowance amounts are determined by a method prescribed by FASB ASC 310-10-35-22, Measurement of Impairment. The loans identified as impaired will be accounted for in accordance with one of the three acceptable valuation methods: 1) the present value of future cash flows discounted at the loan’s effective interest rate; 2) the loan’s observable market price; or 3) the fair value of the collateral, if the loan is collateral dependent. For the collateral dependent impaired loans, management obtains a new appraisal to determine the amount of impairment as of the date that the loan became impaired. The appraisals are based on an “as is” valuation. To ensure that appraised values remain current, management either obtains updated appraisals every twelve months from a qualified independent appraiser or an internal evaluation of the collateral is performed by qualified personnel. If the third party market data indicates that the value of the collateral property has declined since the most recent valuation date, management adjusts the value of the property downward to reflect current market conditions. If the fair value of the collateral is less than the recorded amount of the loan, management recognizes impairment by creating or adjusting an existing valuation allowance with a corresponding charge to the provision for loan losses. If an impaired loan is expected to be collected through liquidation of the underlying collateral, the loan is deemed to be collateral dependent and the amount of impairment is charged off against the allowance for loan losses.
The Company considers a loan to be impaired when it is probable that not all amounts due (principal and interest) will be collectible in accordance with the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. The significance of payment delays and payment shortfalls is determined on a case-by-case basis by taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record and the amount of the shortfall in relation to the principal and interest owed.

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Table of Contents

For commercial business loans, real estate loans and certain consumer loans, management bases the measurement of loan impairment on the present value of the expected future cash flows, discounted at the loan’s effective interest rate or on the fair value of the loan’s collateral if the loan is collateral dependent. Management evaluates most consumer loans for impairment on a collective basis because these loans generally have smaller balances and are homogeneous in the underwriting of terms and conditions and in the type of collateral.
For ACILs, the allowance for loan losses is based upon expected cash flows for these loans. To the extent that a deterioration in borrower credit quality results in a decrease in expected cash flows subsequent to the acquisition of the loans, an allowance for loan losses would be established based on an estimate of future credit losses over the remaining life of the loans.
The following table presents loans by portfolio segment and impairment method at June 30, 2016 and December 31, 2015:
 
 
As of June 30, 2016
 
Real Estate—
Residential
 
Real Estate—
Commercial
 
Real Estate—
Construction
 
Commercial
Business
 
Trade
Finance
 
Consumer
and Other
 
Total
 
(In thousands)
Impaired loans (gross carrying value)
$

 
$
75,198

 
$
1,300

 
$
49,900

 
$
8,942

 
$
1,215

 
$
136,555

Specific allowance
$

 
$
1,995

 
$

 
$
5,148

 
$
1,522

 
$
69

 
$
8,734

Loss coverage ratio
N/A

 
2.7
%
 
0.0
%
 
10.3
%
 
17.0
%
 
5.7
%
 
6.4
%
Non-impaired loans
$
39,403

 
$
5,083,702

 
$
131,412

 
$
977,294

 
$
75,083

 
$
143,967

 
$
6,450,861

General allowance
$
136

 
$
52,983

 
$
1,159

 
$
11,576

 
$
927

 
$
910

 
$
67,691

Loss coverage ratio
0.3
%
 
1.0
%
 
0.9
%
 
1.2
%
 
1.2
%
 
0.6
%
 
1.0
%
Total loans
$
39,403

 
$
5,158,900

 
$
132,712

 
$
1,027,194

 
$
84,025

 
$
145,182

 
$
6,587,416

Total allowance for loan losses
$
136

 
$
54,978

 
$
1,159

 
$
16,724

 
$
2,449

 
$
979

 
$
76,425

Loss coverage ratio
0.3
%
 
1.1
%
 
0.9
%
 
1.6
%
 
2.9
%
 
0.7
%
 
1.2
%

 
As of December 31, 2015
 
Real Estate—
Residential
 
Real Estate—
Commercial
 
Real Estate—
Construction
 
Commercial
Business
 
Trade
Finance
 
Consumer
and Other
 
Total
 
(In thousands)
Impaired loans (gross carrying value)
$

 
$
81,117

 
$
1,369

 
$
41,586

 
$
12,548

 
$
1,470

 
$
138,090

Specific allowance
$

 
$
1,888

 
$

 
$
4,316

 
$
2,603

 
$

 
$
8,807

Loss coverage ratio
N/A

 
2.3
%
 
0.0
%
 
10.4
%
 
20.7
%
 
0.0
%
 
6.4
%
Non-impaired loans
$
33,797

 
$
4,831,538

 
$
121,661

 
$
938,567

 
$
86,615

 
$
101,103

 
$
6,113,281

General allowance
$
230

 
$
52,617

 
$
917

 
$
12,231

 
$
989

 
$
617

 
$
67,601

Loss coverage ratio
0.7
%
 
1.1
%
 
0.8
%
 
1.3
%
 
1.1
%
 
0.6
%
 
1.1
%
Total loans
$
33,797

 
$
4,912,655

 
$
123,030

 
$
980,153

 
$
99,163

 
$
102,573

 
$
6,251,371

Total allowance for loan losses
$
230

 
$
54,505

 
$
917

 
$
16,547

 
$
3,592

 
$
617

 
$
76,408

Loss coverage ratio
0.7
%
 
1.1
%
 
0.7
%
 
1.7
%
 
3.6
%
 
0.6
%
 
1.2
%

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Table of Contents

Under certain circumstances, the Company provides borrowers relief through loan modifications. These modifications are either temporary in nature (“temporary modifications”) or are more substantive. At June 30, 2016, total modified loans were $75.9 million, compared to $72.2 million at December 31, 2015. The temporary modifications generally consist of interest only payments for a three to six month period, whereby principal payments are deferred. At the end of the modification period, the remaining principal balance is re-amortized based on the original maturity date. Loans subject to temporary modifications are generally downgraded to Special Mention or Substandard. At the end of the modification period, the loan either 1) returns to the original contractual terms; 2) is further modified and accounted for as a troubled debt restructuring in accordance with ASC 310-10-35; or 3) is disposed of through foreclosure or liquidation.
 
Troubled Debt Restructurings (“TDRs”) of loans are defined by ASC 310-40, “Troubled Debt Restructurings by Creditors” and ASC 470-60, “Troubled Debt Restructurings by Debtors” and evaluated for impairment in accordance with ASC 310-10-35. The concessions may be granted in various forms, including reduction in the stated interest rate, reduction in the amount of principal amortization, forgiveness of a portion of a loan balance or accrued interest, or extension of the maturity date. In order to determine whether a borrower is experiencing financial difficulty, an evaluation is performed on the probability that the borrower will be in payment default on any of its debt in the foreseeable future without the modification. This evaluation is performed under the Bank’s internal underwriting policy.
A summary of TDRs on accrual and nonaccrual status by type of concession as of June 30, 2016 and December 31, 2015 is presented below:
 
As of June 30, 2016
 
TDRs on Accrual
 
TDRs on Nonaccrual
 
Total
 
Real Estate—
Commercial
 
Commercial Business
 
Other
 
Total
 
Real Estate—
Commercial
 
Commercial Business
 
Other
 
Total
 
 
(In thousands)
Payment concession
$
11,386

 
$
39

 
$

 
$
11,425

 
$
3,689

 
$
1,812

 
$

 
$
5,501

 
$
16,926

Maturity / amortization concession
3,477

 
20,659

 
6,632

 
30,768

 
1,952

 
7,847

 
3,217

 
13,016

 
43,784

Rate concession
6,650

 
1,847

 
147

 
8,644

 
5,920

 
431

 
160

 
6,511

 
15,155

Principal forgiveness

 

 

 

 

 

 

 

 

 
$
21,513

 
$
22,545

 
$
6,779

 
$
50,837

 
$
11,561

 
$
10,090

 
$
3,377

 
$
25,028

 
$
75,865


 
As of December 31, 2015
 
TDRs on Accrual
 
TDRs on Nonaccrual
 
Total
 
Real Estate—
Commercial
 
Commercial Business
 
Other
 
Total
 
Real Estate—
Commercial
 
Commercial Business
 
Other
 
Total
 
 
(In thousands)
Payment concession
$
11,604

 
$
375

 
$

 
$
11,979

 
$
3,891

 
$
2,410

 
$

 
$
6,301

 
$
18,280

Maturity / amortization concession
4,009

 
18,192

 
5,311

 
27,512

 
1,583

 
6,818

 
2,297

 
10,698

 
38,210

Rate concession
7,215

 
1,278

 

 
8,493

 
6,445

 
641

 
166

 
7,252

 
15,745

Principal forgiveness

 

 

 

 

 

 

 

 

 
$
22,828

 
$
19,845

 
$
5,311

 
$
47,984

 
$
11,919

 
$
9,869

 
$
2,463

 
$
24,251

 
$
72,235

TDRs on accrual status are comprised of loans that were accruing at the time of restructuring and for which the Bank anticipates full repayment of both principal and interest under the restructured terms. TDRs that are on nonaccrual status can be returned to accrual status after a period of sustained performance, generally determined to be six months of timely payments as modified.  Sustained performance includes the periods prior to the modification if the prior performance met or exceeded the modified terms. TDRs on accrual status at June 30, 2016 were comprised of 22 commercial real estate loans totaling $21.5 million, 24 commercial business loans totaling $22.5 million, and 7 other loans totaling $6.8 million. TDRs on accrual status at December 31, 2015 were comprised of 24 commercial real estate loans totaling $22.8 million, 28 commercial business loans totaling $19.8 million and 4 consumer and other loans totaling $5.3 million.  The Company expects that the TDRs on accrual status as of June 30, 2016, which were all performing in accordance with their restructured terms, to continue to comply with the restructured terms because of the reduced principal or interest payments on these loans. TDRs that were restructured at market interest rates and had sustained performance as agreed under the modified loan terms may be reclassified as non-TDRs after each year end but are reserved for under ASC 310-10.
 

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Table of Contents

The Company has allocated $7.4 million and $5.7 million of specific reserves to TDRs as of June 30, 2016 and December 31, 2015, respectively. 
The following table presents loans by class modified as TDRs that occurred during the three and six months ended June 30, 2016:
 
Three Months Ended June 30, 2016
 
Six Months Ended June 30, 2016
 
Number of
Loans 
 
Pre-
Modification
 
Post-
Modification 
 
Number of
Loans 
 
Pre-
Modification
 
Post-
Modification 
 
(Dollars in thousands)
Legacy Loans:
 
 
 
 
 
 
 
 
 
 
 
Real estate—commercial
 
 
 

 
 

 
 
 
 
 
 
Retail

 
$

 
$

 

 
$

 
$

Hotel & motel

 

 

 

 

 

Gas station & car wash

 

 

 

 

 

Mixed use

 

 

 

 

 

Industrial & warehouse

 

 

 

 

 

Other

 

 

 

 

 

Real estate - construction

 

 

 

 

 

Commercial business
2

 
113

 
114

 
8

 
11,201

 
7,755

Trade finance

 

 

 
1

 
2,199

 
1,458

Consumer and other
1

 

 
111

 
1

 

 
111

Subtotal
3

 
$
113

 
$
225

 
10

 
$
13,400

 
$
9,324

Acquired Loans:
 
 
 
 
 
 
 
 
 
 
 
Real estate—commercial
 
 
 

 
 

 
 
 
 
 
 
Retail

 
$

 
$

 

 
$

 
$

Hotel & motel

 

 

 

 

 

Gas station & car wash

 

 

 

 

 

Mixed use

 

 

 

 

 

Industrial & warehouse

 

 

 

 

 

Other

 

 

 

 

 

Real estate—construction

 

 

 

 

 

Commercial business

 

 

 

 

 

Trade finance

 

 

 

 

 

Consumer and other

 

 

 
1

 
30

 
27

Subtotal

 
$

 
$

 
1

 
$
30

 
$
27

Total
3

 
$
113

 
$
225

 
11

 
$
13,430

 
$
9,351

The specific reserves for the TDRs that occurred during the three and six months ended June 30, 2016 totaled $69 thousand and $2.7 million, respectively, and there were no charge offs for the three and six months ended June 30, 2016, respectively.





 

36

Table of Contents

The following table presents loans by class for TDRs that have been modified within the previous twelve months and have subsequently had a payment default during the three and six months ended June 30, 2016:

 
Three Months Ended June 30, 2016
 
Six Months Ended June 30, 2016
 
Number of Loans
 
Balance
 
Number of Loans
 
Balance
 
(Dollars In thousands)
Legacy Loans:
 
 
 
 
 
 
 
Real estate—commercial
 
 
 
 
 
 
 
Retail
1

 
$
489

 
1

 
$
489

Gas station & car wash

 

 

 

Industrial & warehouse

 

 

 

Other

 

 

 

Commercial business
8

 
5,210

 
8

 
5,210

Trade finance
1

 
2,886

 
1

 
2,886

Consumer and other

 

 

 

Subtotal
10

 
$
8,585

 
10

 
$
8,585

Acquired Loans:
 
 
 
 
 
 
 
Real estate—commercial
 

 
 

 
 
 
 
Retail

 
$

 

 
$

Gas station & car wash

 

 

 

Hotel & motel

 

 

 

Mixed Use

 

 

 

Industrial & warehouse

 

 

 

Other

 

 

 

Commercial business

 

 

 

Trade finance

 

 

 

Consumer and other
1

 
27

 
1

 
27

Subtotal
1

 
$
27

 
1

 
$
27

 
11

 
$
8,612

 
11

 
$
8,612

A loan is considered to be in payment default once it is 30 days contractually past due under the modified terms. As of June 30, 2016, the specific reserves totaled $2.5 million and $2.5 million for the TDRs that had payment defaults during the three and six months ended June 30, 2016. The total charge offs for the TDRs that had payment defaults during the three and six months ended June 30, 2016 were $30 thousand and $30 thousand, respectively.
There were ten Legacy Loans that subsequently defaulted during the three and six months ended June 30, 2016 that were modified as follows: four Commercial Business loans totaling $496 thousand were modified through payment concessions, four Commercial Business loans totaling $4.7 million were modified through maturity concessions, one Commercial Real Estate loan totaling $489 thousand was modified through maturity concession, and one Trade Finance loan totaling $2.9 million was modified through maturity concession.
There was one Acquired Loan totaling $27 thousand that defaulted during the three and six months ended June 30, 2016 that was modified through maturity concession.


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Table of Contents

Covered Assets
On April 16, 2010, the Department of Financial Institutions closed Innovative Bank, California, and appointed the FDIC as its receiver. On the same date, the Bank assumed the banking operations of Innovative Bank from the FDIC under a purchase and assumption agreement and two related loss sharing agreements with the FDIC. These agreements provide for the sharing of losses and recoveries on the covered assets. The loss sharing provisions of the agreements expired on June 30, 2015, however, the Company will continue to reimburse the FDIC for recoveries on its covered assets until June 30, 2018.
Covered nonperforming assets totaled $2.2 million and $1.3 million at June 30, 2016 and December 31, 2015, respectively. These covered nonperforming assets are subject to the loss sharing agreements with the FDIC. The covered nonperforming assets at June 30, 2016 and December 31, 2015 were as follows:
 
June 30, 2016
 
December 31, 2015
 
(In thousands)
Covered loans on nonaccrual status
$
1,252

 
$
1,118

Covered OREO
915

 
220

     Total covered nonperforming assets
$
2,167

 
$
1,338

 
 
 
 
Acquired covered loans
$
20,813

 
$
22,989

Related Party Loans
In the ordinary course of business, the Company enters into loan transactions with certain of its directors or associates of such directors (“Related Parties”). The loans to Related Parties are on substantially the same terms and conditions, including interest rates and collateral, as those prevailing at the same time for comparable transactions with unrelated 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 June 30, 2016 and December 31, 2015, and the outstanding principal balance as of June 30, 2016 and December 31, 2015 was $3.7 million and $3.8 million, respectively.


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Table of Contents

7.
Borrowings
The Company maintains a secured credit facility with the FHLB against which the Bank may take advances. The borrowing capacity is limited to the lower of 25% of the Bank’s total assets or the Bank’s collateral capacity, which was $2.51 billion at June 30, 2016 and $2.36 billion at December 31, 2015. The terms of this credit facility require the Company to pledge eligible collateral with the FHLB equal to at least 100% of outstanding advances.
At June 30, 2016 and December 31, 2015, real estate secured loans with a carrying amount of approximately $3.33 billion and $3.13 billion, respectively, were pledged as collateral for borrowings from the FHLB. At June 30, 2016 and December 31, 2015, other than FHLB stock, no securities were pledged as collateral for borrowings from the FHLB.
At June 30, 2016 and December 31, 2015, FHLB advances were $610.4 million and $530.6 million, respectively, had a weighted average interest rate of 1.28% and 1.15%, respectively, and had various maturities through June 2021. At June 30, 2016 and December 31, 2015, $20.4 million and $20.6 million, respectively, of the advances were putable advances with various putable dates and strike prices. The stated rate of FHLB advances as of June 30, 2016 ranged between 0.41% and 3.67%. At June 30, 2016, the Company had a remaining borrowing capacity of $1.90 billion.
At June 30, 2016, the contractual maturities for FHLB advances were as follows:

Contractual
Maturities

Maturity/
Put Date
 
(In thousands)
Due within one year
$
145,000

 
$
165,398

Due after one year through five years
465,398

 
445,000


$
610,398

 
$
610,398


In addition, as a member of the FRB system, the Bank may also borrow from the FRB of San Francisco. The maximum amount that the Bank may borrow from the FRB’s discount window is up to 95% of the outstanding principal balance of the qualifying loans and the fair value of the securities that are pledged. At June 30, 2016, the outstanding principal balance of the qualifying loans was $735.4 million, and the collateral value of investment securities was $924 thousand. There were no borrowings outstanding against this line as of June 30, 2016 and December 31, 2015.

8.
Subordinated Debentures
At June 30, 2016, the Company had five wholly owned subsidiary grantor trusts that had issued $46 million of pooled trust preferred securities. Trust preferred securities accrue and pay distributions periodically at specified annual rates as provided in the indentures. The trusts used the net proceeds from the offering to purchase a like amount of subordinated debentures (the “Debentures”) of Hope Bancorp. The Debentures are the sole assets of the trusts. The Company’s obligations under the subordinated debentures and related documents, taken together, constitute a full and unconditional guarantee by the Company of the obligations of the trusts. The trust preferred securities are mandatorily redeemable upon the maturity of the Debentures, or upon earlier redemption as provided in the indentures. The Company has the right to redeem the Debentures in whole (but not in part) on or after specific dates, at a redemption price specified in the indentures plus any accrued but unpaid interest to the redemption date. The Company also has a right to defer consecutive payments of interest on the debentures for up to five years.
The following table is a summary of trust preferred securities and Debentures at June 30, 2016:
Issuance Trust

Issuance
Date

Trust
Preferred
Security
Amount

Carrying Value of Subordinated
Debentures

Rate
Type

Current Rate

Maturity
Date
 
 
 
 
(Dollars in thousands)
 
 
 
 
 
 
Nara Capital Trust III

6/5/2003

$
5,000


$
5,155


Variable

3.80
%

6/15/2033
Nara Statutory Trust IV

12/22/2003

5,000


5,155


Variable

3.48
%

1/7/2034
Nara Statutory Trust V

12/17/2003

10,000


10,310


Variable

3.61
%

12/17/2033
Nara Statutory Trust VI

3/22/2007

8,000


8,248


Variable

2.30
%

6/15/2037
Center Capital Trust I

12/30/2003

18,000


13,547


Variable

3.48
%

1/7/2034
TOTAL ISSUANCE



$
46,000


$
42,415










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Table of Contents

The Company’s investment in the common trust securities of the issuer trusts of $1.5 million and $1.5 million at June 30, 2016 and December 31, 2015, respectively, is included in other assets. Although the subordinated debt issued by the trusts are not included as a component of stockholders’ equity in the consolidated balance sheets, the debt is treated as capital for regulatory purposes. The trust preferred security debt issuances are includable in Tier I capital up to a maximum of 25% of capital on an aggregate basis. Any amount that exceeds 25% qualifies as Tier 2 capital.


9.    Derivative Financial Instruments

The Company offers a loan hedging program to certain loan customers.  Through this program, the Company originates a variable rate loan with the customer.  The Company and the customer will then enter into a fixed interest rate swap. Lastly, an identical offsetting swap is entered into by the Company with a correspondent bank. These “back-to-back” swap arrangements are intended to offset each other and allow the Company to book a variable rate loan, while providing the customer with a contract for fixed interest payments. In these arrangements, the Company’s net cash flow is equal to the interest income received from the variable rate loan originated with the customer. These customer swaps are not designated as hedging instruments and are recorded at fair value in other assets and other liabilities.  The changes in fair value are recognized in the income statement in other income and fees.

At June 30, 2016, the following interest rate swaps related to our loan hedging program were outstanding:

 
 
As of June 30, 2016
Interest rate swaps on loans with loan customers
 
 
Notional amount (in thousands)
 
$
152,505

Weighted average remaining term
 
7.5 years

Received fixed rate (weighted average)
 
4.37
%
Pay variable rate (weighted average)
 
2.87
%
Estimated fair value (in thousands)
 
$
9,092

Back to back interest rate swaps with correspondent banks
 
 
Notional amount (in thousands)
 
$
152,505

Weighted average remaining term
 
7.5 years

Received variable rate (weighted average)
 
2.87
%
Pay fixed rate (weighted average)
 
4.37
%
Estimated fair value (in thousands)
 
$
(9,092
)

 



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Table of Contents

10.
Intangible Assets
The carrying amount of the Company’s goodwill as of June 30, 2016 and December 31, 2015 was $105.4 million. There was no impairment of goodwill during the three and six months ended June 30, 2016 and 2015.
Core deposit intangible assets are amortized over their estimated lives, which range from seven to ten years. Amortization expense related to core deposit intangible assets totaled $212 thousand and $267 thousand for the three months ended June 30, 2016 and 2015, respectively. The amortization expense related to core deposit intangible assets totaled $425 thousand and $534 thousand for the six months ended June 30, 2016 and 2015. The following table provides information regarding the core deposit intangibles at June 30, 2016:
 
 
 
As of June 30, 2016
 
Amortization period
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
 
 
 (In thousands)
Core deposit—Center Financial Corporation acquisition
7 years
 
$
4,100

 
$
(3,471
)
Core deposit—PIB acquisition
7 years
 
603

 
(423
)
Core deposit—Foster acquisition
10 years
 
2,763

 
(1,177
)
Total
 
 
$
7,466

 
$
(5,071
)

 
 
 
 
 
 
 
 
 
 
Servicing assets are recognized when SBA loans are sold with servicing retained with the income statement effect recorded in net gains on sales of SBA loans. Servicing assets are initially recorded at fair value based on the present value of the contractually specified servicing fee, net of servicing costs, over the estimated life of the loan, using a discount rate based on the related note rate. The Company’s servicing costs approximates the industry average servicing costs of 40 basis points. All classes of servicing assets are subsequently measured using the amortization method which requires servicing rights to be amortized into noninterest income in proportion to, and over the period of, the estimated future net servicing income of the underlying loans.
Management periodically evaluates servicing assets for impairment based upon the fair value of the rights as compared to the carrying amount. Impairment is determined by stratifying rights into groupings based on loan type. Impairment is recognized through a valuation allowance for an individual grouping, to the extent that fair value is less than the carrying amount.
The changes in servicing assets for the three and six months ended June 30, 2016 and 2015 were as follows:

 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2016
 
2015
 
2016
 
2015
 
 
(In thousands)
Balance at beginning of period
 
$
11,856

 
$
10,529

 
$
12,000

 
$
10,341

Additions through originations of servicing assets
 
1,309

 
1,144

 
2,087

 
2,189

Amortization
 
(972
)
 
(738
)
 
(1,894
)
 
(1,595
)
Balance at end of period
 
$
12,193

 
$
10,935

 
$
12,193

 
$
10,935


The Company utilizes the discounted cash flow method to calculate the initial excess servicing assets. The inputs used in determining the fair value of the servicing assets at June 30, 2016 and December 31, 2015 are presented below.
 
 
June 30, 2016
 
December 31, 2015
 
 
Range
 
Range
Weighted-average discount rate
 
5.55% ~ 6.01%
 
5.32% ~ 5.92%
Constant prepayment rate
 
7.40% ~ 11.90%
 
7.00% ~11.90%

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Table of Contents

11.
Income Taxes
The Company and its subsidiaries are subject to U.S. federal income tax, as well as state income taxes.  The Company had total unrecognized tax benefits of $1.8 million and $1.8 million at June 30, 2016 and December 31, 2015, respectively, that relate primarily to uncertainties in California enterprise zone loan interest deductions.
Management believes it is reasonably possible that the unrecognized tax benefits may decrease by approximately $329 thousand in the next twelve months.
The statute of limitations for the assessment of income taxes related to the consolidated Federal income tax returns is closed for all tax years up to and including 2011. The expiration of the statute of limitations for the assessment of income and franchise taxes related to the various state income and franchise tax returns varies by state. The Company is currently under examination by the California Franchise Tax Board (FTB) for the 2009, 2010, 2012, and 2013 tax years. While the outcome of the examinations is unknown, the Company expects no material adjustments. The Company recognizes interest and penalties related to income tax matters in income tax expense.  The Company recorded approximately $188 thousand and $154 thousand for accrued interest and penalties at June 30, 2016 and December 31, 2015, respectively.
Income tax expense is the total of the current year income tax due or refundable and the change in deferred tax assets and liabilities. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion, or all, of the deferred tax asset will not be realized. In assessing the realization of deferred tax assets, management evaluates both positive and negative evidence, including the existence of any cumulative losses in the current year and the prior two years, the amount of taxes paid in available carry-back years, the forecasts of future income, applicable tax planning strategies, and assessments of current and future economic and business conditions. This analysis is updated quarterly and adjusted as necessary. Based on the analysis, the Company has determined that a valuation allowance for deferred tax assets was not required as of June 30, 2016.


42

Table of Contents

12.
Fair Value Measurements
Accounting guidance establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:
Level 1:
Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.
Level 2:
Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
Level 3:
Significant unobservable inputs that reflect estimates of assumptions that market participants would use in pricing the asset or liability.
Securities Available for Sale
The fair values of securities available for sale are determined by obtaining quoted prices on nationally recognized securities exchanges (Level 1 inputs) or matrix pricing, which is a technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted securities (Level 2 inputs).
The fair values of the Company’s Level 3 securities available for sale were measured using an income approach valuation technique. The primary inputs and assumptions used in the fair value measurement were derived from the securities’ underlying collateral, which included discount rates, prepayment speeds, payment delays, and an assessment of the risk of default of the underlying collateral, among other factors. Significant increases or decreases in any of the inputs or assumptions would result in a significant increase or decrease in the fair value measurement.
Impaired Loans
The fair values of impaired loans are generally measured for impairment using the practical expedients permitted by FASB ASC 310-10-35 including impaired loans measured at an observable market price (if available), or at the fair value of the loan’s collateral (if the loan is collateral dependent). Fair value of the loan’s collateral, when the loan is dependent on collateral, is determined by appraisals or independent valuation, less costs to sell of 8.5%. For commercial and industrial and asset backed loans, independent valuations may be comprised of a 20-60% discount for accounts receivable and a 50-70% discount for inventory. These result in a Level 3 classification.
OREO
OREO is fair valued at the time the loan is foreclosed upon and the asset is transferred to OREO. The value is based primarily on third party appraisals, less costs to sell of 8.5% and result in a Level 3 classification of the inputs for determining fair value. OREO is reviewed and evaluated on at least an annual basis for additional impairment and adjusted to lower of cost or market accordingly, based on the same factors identified above.
Loans held for sale
Loans held for sale are carried at the lower of cost or fair value, as determined by outstanding commitments from investors, or based on recent comparable sales (Level 2 inputs), if available, and if not available, are based on discounted cash flows using current market rates applied to the estimated life and credit risk (Level 3 inputs) or may be assessed based upon the fair value of the collateral, which is obtained from recent real estate appraisals (Level 3 inputs). These appraisals may utilize a single valuation approach or a combination of approaches including the income approach. Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are typically significant and result in Level 3 classification of the inputs for determining fair value.


43

Table of Contents

Assets and liabilities measured at fair value on a recurring basis are summarized below:

 
 

Fair Value Measurements at the End of the Reporting Period Using
 
June 30, 2016

Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)

Significant
Other
Observable
Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)
 
(In thousands)
Assets:







Securities available for sale:







GSE collateralized mortgage obligations
$
531,480


$


$
531,480


$

GSE mortgage-backed securities
505,010




505,010



Trust preferred securities
3,713




3,713



Municipal bonds
46,200




44,966


1,234

Mutual funds
13,541


13,541





Interest rate swaps
9,092

 

 
9,092

 

 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
Interest rate swaps
9,092

 

 
9,092

 



 
 
 
 
Fair Value Measurements at the End of the Reporting Period Using
 
December 31, 2015
 
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 
(In thousands)
Assets:
 
 
 
 
 
 
 
Securities available for sale:
 
 
 
 
 
 
 
GSE collateralized mortgage obligations
$
449,980

 
$

 
$
449,980

 
$

GSE mortgage-backed securities
498,047

 

 
498,047

 

Trust preferred securities
3,749

 

 
3,749

 

Municipal bonds
45,511

 

 
44,345

 
1,166

Mutual funds
13,269

 
13,269

 

 

Interest rate swaps
2,680

 

 
2,680

 

 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
Interest rate swaps
2,680

 

 
2,680

 


There were no transfers between Level 1, 2 and 3 during the three and six months ended June 30, 2016 and 2015. There were no gains or losses recognized in earnings during the three months ended June 30, 2016 and 2015. For the six months ended June 30, 2016 and 2015, there were $0 and $424 thousand in gains recorded in earnings, respectively.
The table below presents a reconciliation and income statement classification of gains and losses for all assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the six months ended June 30, 2016:

44

Table of Contents

 
 
Six Months Ended June 30,
 
 
2016
 
2015
 
 
(In thousands)
Beginning Balance, January 1
 
$
1,166

 
$
1,178

Total gains or (losses) included in other comprehensive income
 
68

 
(32
)
Ending Balance, June 30
 
$
1,234

 
$
1,146



Assets measured at fair value on a non-recurring basis are summarized below:
 
 
 

Fair Value Measurements at the End of the Reporting Period Using
 
June 30, 2016

Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)

Significant
Other
Observable
Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)
 
(In thousands)
Assets:







Impaired loans at fair value:







Real estate loans
$
39,661


$


$


$
39,661

Commercial business
16,230






16,230

Trade finance
4,451

 

 

 
4,451

Consumer
161

 

 

 
161

Loans held for sale, net
307




307



OREO
6,964






6,964


 
 
 
Fair Value Measurements at the End of the Reporting Period Using
 
December 31, 2015
 
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 
(In thousands)
Assets:
 
 
 
 
 
 
 
Impaired loans at fair value:
 
 
 
 
 
 
 
Real estate loans
$
18,251

 
$

 
$

 
$
18,251

Commercial business
9,366

 

 

 
9,366

Trade Finance
15,540

 

 

 
15,540

Consumer
391

 

 

 
391

Loans held for sale, net
348

 

 
348

 

OREO
18,308

 

 

 
18,308


For assets measured at fair value on a non-recurring basis, the total net gains (losses), which include charge offs, recoveries, specific reserves, and gains and losses on sales recognized are summarized below:


45

Table of Contents

 
For the Three Months Ended June 30,
 
For the Six Months Ended June 30,
 
2016
 
2015
 
2016
 
2015
 
(In thousands)
Assets:
 
 
 
 
 
 
 
Impaired loans at fair value:
 
 
 
 
 
 
 
Real estate loans
$
(58
)
 
$
(89
)
 
$
251

 
$
445

Commercial business
(176
)
 
1,650

 
(2,848
)
 
2,924

Trade Finance
(215
)
 
315

 
1,081

 
5

Consumer
(32
)
 
712

 
(94
)
 
700

Loans held for sale, net
43

 
45

 
43

 
227

OREO
(668
)
 
325

 
(1,245
)
 
814



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Table of Contents

Fair Value of Financial Instruments
Carrying amounts and estimated fair values of financial instruments, not previously presented, at June 30, 2016 and December 31, 2015 were as follows:

 
June 30, 2016
 
Carrying
Amount

Estimated
Fair Value
 
Fair Value Measurement Using
 
(In thousands)
Financial Assets:



 

Cash and cash equivalents
$
286,173


$
286,173

 
Level 1
Other investments
44,465

 
44,579

 
Level 3
Loans held for sale
14,323


15,039

 
Level 2
Loans receivable—net
6,507,812


6,879,182

 
Level 3
Customers’ liabilities on acceptances
1,854


1,854

 
Level 2
Financial Liabilities:



 

Noninterest bearing deposits
$
1,717,045


$
1,717,045

 
Level 2
Saving and other interest bearing demand deposits
2,350,527


2,350,527

 
Level 2
Time deposits
2,569,950


2,574,647

 
Level 2
FHLB advances
610,398


618,831

 
Level 2
Subordinated debentures
42,415


44,100

 
Level 2
Bank’s liabilities on acceptances outstanding
1,854


1,854

 
Level 2
 
December 31, 2015
 
Carrying
Amount

Estimated
Fair Value
 
Fair Value Measurement Using
 
(In thousands)
Financial Assets:



 
 
Cash and cash equivalents
$
298,389


$
298,389

 
Level 1
Other investments
47,895

 
47,919

 
Level 3
Loans held for sale
8,273


8,669

 
Level 2
Loans receivable—net
6,171,933


6,559,838

 
Level 3
Customers’ liabilities on acceptances
1,463


1,463

 
Level 2
Financial Liabilities:
 
 
 
 
 
Noninterest bearing deposits
$
1,694,427


$
1,694,427

 
Level 2
Saving and other interest bearing demand deposits
2,170,748


2,170,748

 
Level 2
Time deposits
2,475,801


2,478,858

 
Level 2
FHLB advances
530,591


532,137

 
Level 2
Subordinated debentures
42,327


44,084

 
Level 2
Bank’s liabilities on acceptances outstanding
1,463


1,463

 
Level 2

The methods and assumptions used to estimate fair value are described as follows:

The carrying amount is the estimated fair value for cash and cash equivalents, savings and other interest bearing demand deposits, customer’s and Bank’s liabilities on acceptances, noninterest bearing deposits, short-term debt, secured borrowings and variable rate loans or deposits that reprice frequently and fully. For fixed rate loans or deposits and for variable rate loans or deposits with infrequent repricing or repricing limits, fair value is based on discounted cash flows using current market rates applied to the estimated life and credit risk. The allowance for loan losses is considered to be a reasonable estimate of discount for credit quality concerns. Fair value of SBA loans held for sale is based on market quotes. For fair value of non-SBA loans held for sale, see the measurement method discussed previously. Fair value of time deposits and debt is based on current rates for similar financing. It was not practicable to determine the fair value of FRB stock or FHLB stock due to restrictions placed on their transferability. The fair value of commitments to fund loans represents fees currently charged to enter into similar

47

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agreements with similar remaining maturities and is not presented herein. The fair value of these financial instruments is not material to the consolidated financial statements.

13.
Stockholders’ Equity
In June 2012, the Company redeemed all of the Fixed Rate Cumulative Perpetual Preferred Stock issued under the U.S. Treasury Department’s TARP Capital Purchase Program.
The Company assumed certain warrants (related to the TARP Capital Purchase Plan) to purchase shares of the Company’s common stock. On May 20, 2015, the U.S. Treasury Department completed an auction to sell certain of its warrant positions, and the Company submitted the winning bid to repurchase an outstanding warrant to purchase 350,767 shares of the Company’s common stock. The Company repurchased this warrant for $1.2 million. As of June 30, 2016, the U.S. Treasury Department held one remaining warrant for the purchase of 19,552 shares of the Company’s common stock.
The Company’s Board of Directors declared quarterly dividends of $0.11 per common share for the second quarter of 2016 and $0.11 per common share for the second quarter of 2015.
The following table presents the changes to accumulated other comprehensive income (loss) at June 30, 2016 and June 30, 2015:
 
 
 
 
 
June 30, 2016
 
June 30, 2015
 
(In thousands)
Balance at beginning of period
$
7,155

 
$
4,488

Unrealized gains (losses) on securities available for sale and interest only strips
6,603

 
(8,446
)
Reclassification adjustments for gains realized in income

 

Tax expense (benefit)
2,784

 
(3,583
)
Total other comprehensive income (loss)
3,819

 
(4,863
)
Balance at end of period
$
10,974

 
$
(375
)


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Table of Contents

14.
Regulatory Matters

Hope Bancorp and the Bank are subject to various regulatory capital requirements administered by the federal and state banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material and adverse effect on the Hope Bancorp's and the Bank’s financial statements, such as restrictions on growth or the payment of dividends or other capital distributions or management fees. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Hope Bancorp and the Bank must meet specific capital guidelines that involve quantitative measures of their assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.
In July, 2013, the federal bank regulatory agencies adopted final regulations, which revised their risk-based and leverage capital requirements for banking organizations to meet requirements of Dodd-Frank and to implement Basel III international agreements reached by the Basel Committee. The final rules began for the Hope Bancorp and the Bank on January 1, 2015 and are subject to a phase-in period through January 1, 2019. The final rules that had an impact on the Hope Bancorp and the Bank include:

An increase in the minimum Tier 1 capital ratio from 4.00% to 6.00% of risk-weighted assets;
A new category and a required 4.50% of risk-weighted assets ratio is established for “common equity Tier 1” as a subset of Tier 1 capital limited to common equity;
A minimum non-risk-based leverage ratio is set at 4.00%, eliminating a 3.00% exception for higher rated banks;
Changes in the permitted composition of Tier 1 capital to exclude trust preferred securities, mortgage servicing rights and certain deferred tax assets and include unrealized gains and losses on available for sale debt and equity securities;
The risk-weights of certain assets for purposes of calculating the risk-based capital ratios are changed for high volatility commercial real estate acquisition, development and construction loans, certain past due non-residential mortgage loans and certain mortgage-backed and other securities exposures; and
A new additional capital conservation buffer of 2.5% of risk weighted assets over each of the required capital ratios is being phased in from 2016 to 2019 and must be met to avoid limitations on the ability of the Bank to pay dividends, repurchase shares or pay discretionary bonuses.
Management believes that the capital ratios for the Hope Bancorp and the Bank under Basel III will continue to exceed the well capitalized minimum capital requirements. As of June 30, 2016, the ratios for the Hope Bancorp and the Bank are sufficient to meet the fully phased-in conservation buffer.
As of June 30, 2016 and December 31, 2015, the most recent regulatory notification categorized the Bank as “well-capitalized” under the regulatory framework for prompt corrective action. To be categorized as “well-capitalized”, the Bank must maintain minimum total risk-based, Tier I risk-based, common equity Tier 1 and Tier I leverage ratios as set forth in the table below. There are no conditions or events since the notification that management believes have changed the Bank’s category.

49

Table of Contents

The Company’s and the Bank’s actual capital amounts and ratios are presented in the table below:
 
Actual
 
Required
For Capital
Adequacy Purposes
 
Minimum Capital Adequacy With Capital Buffer
 
Required
To Be Well
Capitalized Under
Prompt Corrective
Action Provisions
 
Amount
 
Ratio
 
Amount
 
Ratio
 
Amount
 
Ratio
 
Amount
 
Ratio
 
(Dollars in thousands)
As of June 30, 2016
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Common equity tier 1 capital (to risk weighted assets):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Company
$
854,438

 
11.66
%
 
$
329,827

 
4.50
%
 
$
375,636

 
5.125
%
 
N/A

 
N/A

Bank
$
889,245

 
12.14
%
 
$
329,711

 
4.50
%
 
$
375,504

 
5.125
%
 
$
476,249

 
6.50
%
Total capital (to risk-weighted assets):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Company
$
973,346

 
13.28
%
 
$
586,359

 
8.00
%
 
$
632,168

 
8.625
%
 
N/A

 
N/A

Bank
$
967,163

 
13.20
%
 
$
586,152

 
8.00
%
 
$
631,945

 
8.625
%
 
$
732,690

 
10.00
%
Tier I capital (to risk-weighted assets):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Company
$
895,429

 
12.22
%
 
$
439,769

 
6.00
%
 
$
485,578

 
6.625
%
 
N/A

 
N/A

Bank
$
889,245

 
12.14
%
 
$
439,614

 
6.00
%
 
$
485,407

 
6.625
%
 
$
586,152

 
8.00
%
Tier I capital (to average assets):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Company
$
895,429

 
11.14
%
 
$
321,554

 
4.00
%
 
N/A

 
N/A

 
N/A

 
N/A

Bank
$
889,245

 
11.06
%
 
$
321,551

 
4.00
%
 
N/A

 
N/A

 
$
401,939

 
5.00
%
 
Actual
 
Required
For Capital
Adequacy Purposes
 
Required
To Be Well
Capitalized Under
Prompt Corrective
Action Provisions
 
Amount
 
Ratio
 
Amount
 
Ratio
 
Amount
 
Ratio
 
(Dollars in thousands)
As of December 31, 2015
 
 
 
 
 
 
 
 
 
 
 
Common equity tier 1 capital (to risk weighted assets):
 
 
 
 
 
 
 
 
 
 
 
Company
$
833,868

 
12.08
%
 
$
310,732

 
4.5
%
 
N/A

 
N/A

Bank
$
866,652

 
12.56
%
 
$
310,627

 
4.5
%
 
$
448,684

 
6.5
%
Total capital (to risk-weighted assets):
 
 
 
 
 
 
 
 
 
 
 
Company
$
953,132

 
13.80
%
 
$
552,412

 
8.00
%
 
N/A

 
N/A

Bank
$
945,013

 
13.69
%
 
$
552,226

 
8.00
%
 
$
690,283

 
10.00
%
Tier I capital (to risk-weighted assets):
 
 
 
 
 
 
 
 
 
 
 
Company
$
874,771

 
12.67
%
 
$
414,309

 
6.00
%
 
N/A

 
N/A

Bank
$
866,652

 
12.56
%
 
$
414,170

 
6.00
%
 
$
552,226

 
8.00
%
Tier I capital (to average assets):
 
 
 
 
 
 
 
 
 
 
 
Company
$
874,771

 
11.53
%
 
$
303,528

 
4.00
%
 
N/A

 
N/A

Bank
$
866,652

 
11.43
%
 
$
303,410

 
4.00
%
 
$
379,262

 
5.00
%


50

Table of Contents

15.    Subsequent Events

Effective at the close of business on July 29, 2016 (the “Effective Time”), Hope Bancorp, Inc. (previously known as BBCN Bancorp, Inc., the “Company”) completed its previously-announced merger with Wilshire Bancorp, Inc. (“Wilshire”) pursuant to the Agreement and Plan of Merger, dated as of December 7, 2015, by and between the Company and Wilshire (the “Merger Agreement”). At the Effective Time, Wilshire merged with and into the Company, with Company being the surviving corporation (the “Merger”). At the Effective Time, the Company changed its name to “Hope Bancorp, Inc.” and changed its ticker symbol to “HOPE”.
Pursuant to the Merger Agreement, holders of Wilshire common stock have the right to receive 0.7034 of a share of common stock of the Company for each share of Wilshire common stock held immediately prior to the effective time of the Merger, with cash to be paid in lieu of fractional shares. At the Effective Time, (i) each outstanding option to acquire shares of Wilshire common stock was converted into a right to acquire shares of the Company’s common stock, subject to adjustments to the exercise price and number of shares issuable upon exercise of such option based on the 0.7034 exchange ratio; and (ii) each restricted share of Wilshire common stock was converted into restricted shares of the Company’s common stock, as adjusted by the 0.7034 exchange ratio. The pre-merger outstanding shares of the Company’s common stock remained outstanding and were not affected by the Merger.
The transaction is valued at approximately $1.0 billion, based on the closing price of BBCN common stock on the date before our public announcement of the merger. Wilshire had total assets of approximately $4.9 billion, including $3.9 billion of gross loans receivable and $4.0 billion in deposits as of June 30, 2016.





51

Table of Contents

Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A)
The following discussion and analysis should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2015 and the unaudited consolidated financial statements and notes set forth elsewhere in this Quarterly Report on Form 10-Q.

GENERAL
Selected Financial Data
The following tables set forth a performance overview concerning the periods indicated and should be read in conjunction with the unaudited consolidated financial statements and notes set forth elsewhere in this Quarterly Report on Form 10-Q and the following Results of Operations and Financial Condition sections in the MD&A.
 
 
At or for the Three Months Ended June 30,
 
At or for the Six Months Ended June 30,
 
2016
 
2015
 
2016
 
2015
 
(Dollars in thousands, except
share and per share data)
Income Statement Data:
 
 
 
 
 
 
 
Interest income
$
83,534

 
$
77,075

 
$
166,995

 
$
151,629

Interest expense
12,470

 
9,684

 
24,324

 
19,115

Net interest income
71,064

 
67,391

 
142,671

 
132,514

Provision for loan losses
1,200

 
1,000

 
1,700

 
2,500

Net interest income after provision for loan losses
69,864

 
66,391

 
140,971

 
130,014

Noninterest income
10,707

 
10,483

 
19,482

 
21,531

Noninterest expense
40,348

 
38,613

 
80,397

 
77,690

Income before income tax provision
40,223

 
38,261

 
80,056

 
73,855

Income tax provision
16,833

 
15,320

 
33,043

 
29,556

Net income
$
23,390

 
$
22,941

 
$
47,013

 
$
44,299

Per Share Data:
 
 
 
 
 
 
 
Earnings per common share - basic
$
0.29

 
$
0.29

 
$
0.59

 
$
0.56

Earnings per common share - diluted
$
0.29

 
$
0.29

 
$
0.59

 
$
0.56

Book value per common share (period end)
$
12.21

 
$
11.42

 
$
12.21

 
$
11.42

Cash dividends declared per common share
$
0.11

 
$
0.11

 
$
0.22

 
$
0.21

Tangible book value per common share (period end) (9)
$
10.85

 
$
10.05

 
$
10.85

 
$
10.05

Number of common shares outstanding (period end)
79,606,821

 
79,550,403

 
79,606,821

 
79,550,403

Weighted average shares - basic
79,604,673

 
79,549,097

 
79,595,599

 
79,539,789

Weighted average shares - diluted
79,634,762

 
79,608,405

 
79,625,673

 
79,610,656

Tangible common equity to tangible assets
10.50
%
 
11.07
%
 
10.50
%
 
11.07
%
 
 
 
 
 
 
 
 
Average Balance Sheet Data:
 
 
 
 
 
 
 
Assets
$
8,157,358

 
$
7,264,687

 
$
8,016,649

 
$
7,213,533

Securities available for sale
1,089,080

 
815,820

 
1,052,972

 
797,166

Loans receivable and loans held for sale
6,457,883

 
5,742,153

 
6,363,656

 
5,680,364

Deposits
6,517,159

 
5,786,213

 
6,403,931

 
5,745,023

Stockholders’ equity
967,919

 
906,310

 
956,777

 
898,302

          

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Table of Contents

 
At or for the Three Months Ended June 30,
 
At or for the Six Months Ended June 30,
 
2016
 
2015
 
2016
 
2015
Selected Performance Ratios:
 
 
 
 
 
 
 
Return on average assets (1)
1.15
%
 
1.26
%
 
1.17
%
 
1.23
%
Return on average stockholders’ equity (1)
9.67
%
 
10.13
%
 
9.83
%
 
9.86
%
Return on average tangible equity (1) (8)
10.88
%
 
11.51
%
 
11.08
%
 
11.23
%
Dividend payout ratio (dividends per share / earnings per share)
37.93
%
 
37.93
%
 
37.29
%
 
37.50
%
Efficiency ratio (2)
49.34
%
 
49.58
%
 
49.58
%
 
50.43
%
Net interest spread
3.39
%
 
3.64
%
 
3.47
%
 
3.63
%
Net interest margin (3)
3.67
%
 
3.91
%
 
3.75
%
 
3.89
%
 
 
 
 
 
 
 
 
 
As of June 30,
 
 
 
 
 
2016
 
2015
 
 
 
 
 
(Dollars in thousands)
 
 
 
 
Statement of Financial Condition Data - at Period End:
 
 
 
 
 
 
 
Assets
$
8,336,826

 
$
7,333,319

 
 
 
 
Securities available for sale
1,099,944

 
871,405

 
 
 
 
Loans receivable
6,584,237

 
5,815,824

 
 
 
 
Deposits
6,637,522

 
5,758,290

 
 
 
 
FHLB advances
610,398

 
580,785

 
 
 
 
Subordinated debentures
42,415

 
42,241

 
 
 
 
Stockholders’ equity
971,740

 
908,588

 
 
 
 
 
 
 
 
 
 
 
 
Regulatory Capital Ratios (4)
 
 
 
 
 
 
 
Leverage capital ratio (5)
11.14
%
 
11.80
%
 
 
 
 
Tier 1 risk-based capital ratio
12.22
%
 
13.22
%
 
 
 
 
Total risk-based capital ratio
13.28
%
 
14.34
%
 
 
 
 
Common equity tier 1 capital ratio (10)
11.66
%
 
12.58
%
 
 
 
 
 
 
 
 
 
 
 
 
Asset Quality Ratios:
 
 
 
 
 
 
 
Allowance for loan losses to loans receivable
1.16
%
 
1.21
%
 
 
 
 
Allowance for loan losses to nonaccrual loans
180.26
%
 
176.70
%
 
 
 
 
Allowance for loan losses to nonperforming loans(6)
81.84
%
 
71.98
%
 
 
 
 
Allowance for loan losses to nonperforming assets(7)
69.62
%
 
59.63
%
 
 
 
 
Nonaccrual loans to loans receivable
0.64
%
 
0.68
%
 
 
 
 
Nonperforming loans to loans receivable (6)
1.42
%
 
1.67
%
 
 
 
 
Nonperforming assets to loans receivable and OREO (7)
1.66
%
 
2.01
%
 
 
 
 
Nonperforming assets to total assets (7)
1.32
%
 
1.60
%
 
 
 
 
 
 
 
 
 
 
 
 
Legacy Portfolio:
 
 
 
 
 
 
 
Nonaccrual loans to loans receivable
0.50
%
 
0.45
%
 
 
 
 
Nonperforming loans to loans receivable
1.26
%
 
1.53
%
 
 
 
 
Allowance for loan losses to loans receivable
1.01
%
 
1.08
%
 
 
 
 
Allowance for loan losses to nonaccrual loans
203.46
%
 
238.66
%
 
 
 
 
Allowance for loan losses to nonperforming loans
79.85
%
 
70.64
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

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Table of Contents

 
As of June 30,
 
 
 
 
 
2016
 
2015
 
 
 
 
Asset Quality Ratios (continued):
 
 
 
 
 
 
 
Acquired Portfolio:
 
 
 
 
 
 
 
Nonaccrual loans to loans receivable
3.86
%
 
2.65
%
 
 
 
 
Nonperforming loans to loans receivable
4.76
%
 
3.11
%
 
 
 
 
Allowance for loan losses to loans receivable
4.45
%
 
2.42
%
 
 
 
 
Allowance for loan losses to nonaccrual loans
115.08
%
 
91.34
%
 
 
 
 
Allowance for loan losses to nonperforming loans
93.44
%
 
77.85
%
 
 
 
 

(1) 
Annualized.
(2) 
Efficiency ratio is defined as noninterest expense divided by the sum of net interest income before provision for loan losses and noninterest income.
(3) 
Net interest margin is calculated by dividing annualized net interest income by average total interest earning assets.
(4) 
The ratios generally required to meet the definition of a “well-capitalized” institution under certain banking regulations are 5% leverage capital, 8% tier I risk-based capital, 10% total risk-based capital, and 6.5% common equity tier 1 capital.
(5) 
Calculations are based on average quarterly asset balances.
(6) 
Nonperforming loans include nonaccrual loans, Legacy Loans and APLs past due 90 days or more and still accruing interest, and accruing restructured loans.
(7) 
Nonperforming assets consist of nonperforming loans and OREO.
(8) 
Average tangible equity is calculated by subtracting average goodwill and average core deposit intangibles assets from average stockholders’ equity. This is a non-GAAP measure that we believe provides investors with information that is useful in understanding our financial performance and position.
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2016
 
2015
 
2016
 
2015
 
 
(Dollars in thousands)
Net income
 
$
23,390

 
$
22,941

 
$
47,013

 
$
44,299

 
 
 
 
 
 
 
 
 
Average stockholders’ equity
 
$
967,919

 
$
906,310

 
$
956,777

 
$
898,302

Less: Average goodwill and core deposit intangible assets, net
 
(107,916
)
 
(108,916
)
 
(108,018
)
 
(109,044
)
Average tangible equity
 
$
860,003

 
$
797,394

 
$
848,759

 
$
789,258

 
 
 
 
 
 
 
 
 
Net income (annualized) to average tangible equity
 
10.88
%
 
11.51
%
 
11.08
%
 
11.23
%

(9) Tangible book value per common share is calculated by subtracting goodwill and core deposit intangible assets from total stockholders’ equity and dividing the difference by the number of shares of common stock outstanding. This is a non-GAAP measure that we believe provides investors with information that is useful in understanding our financial performance and position.
 
 
June 30, 2016
 
June 30, 2015
 
 
(In thousands, except per share data)
Total stockholders’ equity
 
$
971,740

 
$
908,588

Less: Goodwill and core deposit intangible assets, net
 
(107,796
)
 
(108,755
)
Tangible common equity
 
$
863,944

 
$
799,833

 
 
 
 
 
Common shares outstanding
 
79,606,821

 
79,550,403

 
 
 
 
 
Tangible book value per common share
 
$
10.85

 
$
10.05


(10) 
The Common equity tier 1 capital ratio is calculated by dividing Tier 1 capital less non-common elements, including perpetual preferred stock and related surplus, minority interest in subsidiaries, trust preferred securities and mandatory convertible preferred securities by total risk-weighted assets less the disallowed allowance for loan losses.

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Table of Contents

 
 
June 30, 2016
 
June 30, 2015
 
 
(Dollars in thousands)
Tier 1 capital
 
$
895,429

 
$
843,637

Less: Trust preferred securities less unamortized acquisition discount
 
(40,991
)
 
(40,816
)
Common equity tier 1 capital
 
$
854,438

 
$
802,821

 
 
 
 
 
Total risk weighted assets less disallowed allowance for loan losses
 
$
7,329,482

 
$
6,380,538

 
 
 
 
 
Common equity tier 1 capital ratio
 
11.66
%
 
12.58
%




55

Table of Contents


Results of Operations
Overview
Total assets increased $424.2 million from $7.91 billion at December 31, 2015 to $8.34 billion at June 30, 2016. The increase in total assets was primarily due to a $335.9 million increase in loans receivable, net of allowance for loan losses, from $6.17 billion at December 31, 2015 to $6.51 billion at June 30, 2016. The increase in total assets was also related to increases in securities available for sale of $89.4 million from $1.01 billion at December 31, 2015 to $1.10 billion at June 30, 2016. The increase in assets was primarily offset by a $12.2 million decrease in cash and cash equivalents from $298.4 million at December 31, 2015 to $286.2 million at June 30, 2016. The increase in total assets was primarily funded by a $296.5 million increase in total deposits to $6.64 billion at June 30, 2016 and net income of $47.0 million for the six months ended June 30, 2016.
Net income for the second quarter of 2016 was $23.4 million, or $0.29 per diluted common share, compared to $22.9 million, or $0.29 per diluted common share, for the same period of 2015, which was an increase of $449 thousand, or 1.96%. The increase in net income was primarily due to an increase in interest income of $6.5 million and an increase in noninterest income of $224 thousand. The increase was primarily offset by an increase in interest expense of $2.8 million, an increase in noninterest expense of $1.7 million, and an increase in income tax provision of $1.5 million.
Net income for the six months ended June 30, 2016 was $47.0 million, or $0.59 per diluted common share, compared to $44.3 million, or $0.56 per diluted common share, for the same period of 2015, an increase of $2.7 million, or 6.13%. The increase in net income was primarily due to the increase in interest income of $15.4 million which was primarily offset by the decrease in noninterest income of $2.0 million.
The following table summarizes the accretion and amortization adjustments that are included in net income for the three and six months ended June 30, 2016 and 2015:

 
Three Months Ended
June 30,
 
Six Months Ended June 30,
 
2016
 
2015
 
2016
 
2015
 
(Dollars in thousands)
Accretion of discounts on acquired performing loans
$
898

 
$
2,515

 
$
2,864

 
$
4,698

Accretion of discounts on acquired credit impaired loans
1,436

 
1,694

 
3,401

 
3,249

Amortization of premiums on assumed FHLB advances
97

 
95

 
194

 
189

Accretion of discounts on assumed subordinated debt
(44
)
 
(42
)
 
(88
)
 
(82
)
Amortization of premiums on assumed time deposits
19

 
49

 
43

 
124

Amortization of core deposit intangible assets
(212
)
 
(267
)
 
(425
)
 
(534
)
Total
$
2,194

 
$
4,044

 
$
5,989

 
$
7,644


The annualized return on average assets was 1.15% for the second quarter of 2016, compared to 1.26% for the same period of 2015. The annualized return on average stockholders’ equity was 9.67% for the second quarter of 2016, compared to 10.13% for the same period of 2015. The efficiency ratio was 49.34% for the second quarter of 2016, compared to 49.58% for the same period of 2015.

The annualized return on average assets was 1.17% for the six months ended June 30, 2016, compared to 1.23% for the
same period of 2015. The annualized return on average stockholders' equity was 9.83% for the six months ended June 30,
2016 compared to 9.86% for the same period of 2015. The efficiency ratio was 49.58% for the six months ended June 30,
2016 compared to 50.43% for the same period of 2015.

Net Interest Income and Net Interest Margin
Net Interest Income
A principal component of our earnings is net interest income, which is the difference between the interest and fees earned on loans and investments and the interest paid on deposits and borrowed funds. Net interest income expressed as a percentage of average interest earning assets is referred to as the net interest margin. The net interest spread is the yield on average interest

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earning assets less the cost of average interest bearing liabilities. Net interest income is affected by changes in the balances of interest earning assets and interest bearing liabilities and changes in the yields earned on interest earning assets and the rates paid on interest bearing liabilities.
Comparison of Three Months Ended June 30, 2016 with the Same Period of 2015
Net interest income before provision for loan losses was $71.1 million for the second quarter of 2016, compared to $67.4 million for the same period of 2015, an increase of $3.7 million, or 5.5%.
Interest income for the second quarter of 2016 was $83.5 million, an increase of $6.4 million, or 8.3%, compared to $77.1 million for the same period of 2015. An increase of $9.4 million was primarily attributed to the increase in the balance of interest earning loans and securities available for sale during the quarter. The increase in interest income was partially offset by a $2.6 million decrease attributable to lower yields on loans during the quarter.
Interest expense for the second quarter of 2016 was $12.5 million, an increase of $2.8 million or 28.8% compared to $9.7 million for the same period of 2015. A $1.6 million increase in interest expense was attributable to increases in average balances during the quarter, primarily in interest bearing demand accounts and time deposits. Also, a $673 thousand increase and a $463 thousand increase was attributable to the increase in rates on time deposits and interest bearing demand accounts, respectively.
Comparison of Six Months Ended June 30, 2016 with the Same Period of 2015
Net interest income before provision for loan losses was $142.7 million for the six months ended June 30, 2016, compared to $132.5 million for the same period of 2015, an increase of $10.2 million, or 7.7%.
Interest income for the six months ended June 30, 2016 was $167.0 million, an increase of $15.4 million, or 10.1%, compared to $151.6 million for the same period of 2015. An increase of $18.9 million was primarily attributed to the increase in the balance of interest earning loans and securities available for sale during the quarter. The increase in interest income was partially offset by a $3.7 million decrease attributable to lower yields on loans during the quarter.
Interest expense for the six months ended June 30, 2016 was $24.3 million, an increase of $2.8 million or 28.9% compared to $19.1 million for the same period of 2015. A $2.8 million increase in interest expense was attributable to increases in average balances during the quarter, primarily in interest bearing demand accounts and time deposits. Also, a $1.3 million increase and a $1.0 million increase was attributable to the increase in rates on time deposits and interest bearing demand accounts, respectively.


Net Interest Margin

Our reported net interest margin is impacted by the weighted average rates we earn on interest earning assets and pay on interest bearing liabilities and the effect of acquisition accounting adjustments. The net interest margin for the second quarter of 2016 was 3.67%, a decrease of 24 basis points from 3.91% for the same period of 2015. Net interest margin for the six months
ended June 30, 2016 was 3.75%, a decrease of 14 basis points from 3.89% for the same period of 2015.

The change in our reported net interest margin for the three and six months ended June 30, 2016 and 2015 is summarized in the table below.

 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2016
 
2015
 
2016
 
2015
Net interest margin, excluding the effect of acquisition accounting adjustments
 
3.52
%
 
3.63
%
 
3.56
%
 
3.63
%
Acquisition accounting adjustments(1)
 
0.15

 
0.28

 
0.19

 
0.26

Reported net interest margin
 
3.67
%
 
3.91
%
 
3.75
%
 
3.89
%
(1) Acquisition accounting adjustments are calculated by subtracting net interest margin, excluding the effect of acquisition accounting adjustments, from reported net interest margin.


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As noted in the table above, excluding the effect of the acquisition accounting adjustments, the net interest margin for the second quarter of 2016 decreased 11 basis points to 3.52% from 3.63% for the same period of 2015. Excluding the effect of acquisition accounting adjustments, the net interest margin for the six months ended June 30, 2016 decreased 7 basis points to
3.56% from 3.63% for the same period of 2015.

The decrease in the net interest margin was due to a decline in the effect of acquisition accounting adjustments and a decline in the weighted average yield on the loan portfolio. The decrease in net interest margin was also caused by an increase in the cost of deposits.
 
The acquisition related adjustments that impact the net interest margin decreased by $1.9 million, totaling $2.4 million during the second quarter of 2016, compared to $4.3 million for the same period of 2015. The adjustments declined by $1.8 million when comparing the total adjustments of $6.4 million during the six months ended June 30, 2016 to a total of $8.2 million in adjustments for the same period in 2015.
The weighted average yield on loans decreased to 4.80% for the second quarter of 2016 from 4.98% for the second quarter of 2015 and decreased to 4.87% for the six months ended June 30, 2016 from 5.00% for the same period in 2015. The change in the yield was due to continued pricing pressure on loan interest rates and a 17 basis points and 11 basis points decline in the effects of acquisition accounting adjustments for the three and six months ended June 30, 2016 as summarized in the following table.

 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2016
 
2015
 
2016
 
2015
The weighted average yield on loans, excluding the effect of acquisition accounting adjustments
 
4.63
%
 
4.64
%
 
4.65
%
 
4.67
%
Acquisition accounting adjustments(1)
 
0.17

 
0.34

 
0.22

 
0.33

Reported weighted average yield on loans
 
4.80
%
 
4.98
%
 
4.87
%
 
5.00
%
(1)     Acquisition accounting adjustments are calculated by subtracting the weighted average yield on loans, excluding the effect of acquisition accounting adjustments, from the reported weighted average yield on loans.

Excluding the effect of acquisition accounting adjustments, the weighted average yield on loans for the second quarter of 2016 decreased 1 basis point to 4.63% from 4.64% for the same period of 2015. Excluding the effects of acquisition
accounting adjustments, the weighted average yield on loans for the six months ended June 30, 2016 decreased 2 basis points
to 4.65% from 4.67% for the same period of 2015. In addition to the continued pricing pressures, the declining loan yields were caused by a higher mix of lower yielding fixed rate loans. At June 30, 2016, fixed rate loans accounted for 53% of the loan portfolio, compared to 51% at June 30, 2015. The weighted average yield on the variable rate and fixed rate loan portfolios (excluding loan discount accretion) at June 30, 2016 was 4.10% and 4.62%, respectively, compared with 4.07% and 4.72% at June 30, 2015.

The weighted average yield on securities available for sale for the second quarter of 2016 was 2.10%, compared to 2.06% for the same period of 2015. The weighted average yield on securities available for sale for the six months ended June 30, 2016
was 2.17% compared to 2.11% for the same period of 2015. The increase was primarily attributable to an increase in treasury yields resulting in higher interest earned for the newly purchased collateralized mortgage obligations and mortgage-backed securities, compared to the same period in 2015.

The weighted average cost of deposits for the second quarter of 2016 was 0.64%, an increase of 9 basis points from 0.55% for the same period of 2015. The weighted average cost of deposits for the six months ended June 30, 2016 was 0.64%, an increase of 8 basis points from 0.56% for the same period of 2015. The amortization of the premium on time deposits assumed in the acquisitions positively affected the weighted average cost of deposits, as summarized in the following table.

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Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2016
 
2015
 
2016
 
2015
The weighted average cost of deposits, excluding the effect of acquisition accounting adjustments
 
0.64
%
 
0.56
 %
 
0.64
%
 
0.56
 %
Acquisition accounting adjustments(1)
 
0.00

 
(0.01
)
 
0.00

 
(0.01
)
Reported weighted average cost of deposits
 
0.64
%
 
0.55
 %
 
0.64
%
 
0.55
 %
 

Excluding the amortization of premiums on time deposits assumed in acquisitions, the weighted average cost of deposits was 0.64% for the second quarter of 2016, compared to 0.56% for the same period of 2015 and 0.64% for the six months ended
June 30, 2016 compared to 0.56% for the same period of 2015. The increase was due to an increase in retail deposits, primarily money market and time deposits, due to our deposit campaigns and promotions. The average cost of the retail deposits was 0.92% at June 30, 2016, compared to 0.85% at June 30, 2015.

The weighted average cost of FHLB advances for the second quarter of 2016 was 1.20%, an increase of 10 basis points from 1.10% for the same period of 2015. For the six months ended June 30, 2016, the weighted average cost of FHLB advances was 1.18%, an increase of 8 basis points from 1.10% for the same period of 2015.

 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2016
 
2015
 
2016
 
2015
The weighted average cost of FHLB advances, excluding the effect of acquisition accounting adjustments
 
1.27
 %
 
1.18
 %
 
1.25
 %
 
1.18
 %
Acquisition accounting adjustments(1)
 
(0.07
)
 
(0.08
)
 
(0.07
)
 
(0.08
)
Reported weighted average cost of FHLB advances
 
1.20
 %
 
1.10
 %
 
1.18
 %
 
1.10
 %
(1)     Acquisition accounting adjustments are calculated by subtracting the weighted average cost on FHLB advances, excluding the effect of acquisition accounting adjustments, from reported weighted average cost on FHLB advances.

Excluding amortization of premiums on FHLB advances assumed in acquisitions, the weighted average cost of FHLB advances increased to 1.27% for the second quarter of 2016 from 1.18% for the same period of 2015 and 1.25% for the six
months ended June 30, 2016 compared to 1.18% for the same period of 2015.


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The following table presents our condensed consolidated average balance sheet information, together with interest rates earned and paid on the various sources and uses of funds for the periods indicated:

 
Three Months Ended June 30, 2016
 
Three Months Ended June 30, 2015
 
Average
Balance
 
Interest
Income/
Expense
 
Average
Yield/
Rate *
 
Average
Balance
 
Interest
Income/
Expense
 
Average
Yield/
Rate *
 
(Dollars in thousands)
INTEREST EARNINGS ASSETS:
 
 
 
 
 
 
 
 
 
 
 
Loans(1) (2)
$
6,457,883

 
$
77,086

 
4.80
%
 
$
5,742,153

 
$
71,249

 
4.98
%
Securities available for sale(3)
1,089,080

 
5,729

 
2.10
%
 
815,820

 
4,203

 
2.06
%
FRB and FHLB stock and other investments
237,872

 
719

 
1.20
%
 
352,690

 
1,623

 
1.82
%
Total interest earning assets
$
7,784,835

 
$
83,534

 
4.31
%
 
$
6,910,663

 
$
77,075

 
4.47
%
INTEREST BEARING LIABILITIES:
 
 
 
 
 
 
 
 
 
 
 
Deposits:
 
 
 
 
 
 
 
 
 
 
 
Demand, interest bearing
$
2,030,272

 
$
4,147

 
0.82
%
 
$
1,608,495

 
$
2,873

 
0.72
%
Savings
178,249

 
285

 
0.64
%
 
194,053

 
416

 
0.86
%
Time deposits:
 
 
 
 
 
 
 
 
 
 
 
$100,000 or more
1,890,891

 
4,240

 
0.90
%
 
1,750,089

 
3,514

 
0.81
%
Other
745,761

 
1,680

 
0.91
%
 
609,654

 
1,167

 
0.77
%
Total time deposits
2,636,652

 
5,920

 
0.90
%
 
2,359,743

 
4,681

 
0.80
%
Total interest bearing deposits
4,845,173

 
10,352

 
0.86
%
 
4,162,291

 
7,970

 
0.77
%
FHLB advances
564,637

 
1,686

 
1.20
%
 
481,946

 
1,327

 
1.10
%
Other borrowings
40,861

 
432

 
4.18
%
 
40,670

 
387

 
3.76
%
Total interest bearing liabilities
5,450,671

 
$
12,470

 
0.92
%
 
4,684,907

 
$
9,684

 
0.83
%
Noninterest bearing demand deposits
1,671,986

 
 
 
 
 
1,623,922

 
 
 
 
Total funding liabilities/cost of funds
$
7,122,657

 
 
 
0.70
%
 
$
6,308,829

 
 
 
0.62
%
Net interest income/net interest spread
 
 
$
71,064

 
3.39
%
 
 
 
$
67,391

 
3.64
%
Net interest margin
 
 
 
 
3.67
%
 
 
 
 
 
3.91
%
Net interest margin, excluding the effect of nonaccrual loan expense(4)
 
 
 
 
3.67
%
 
 
 
 
 
3.91
%
Net interest margin, excluding the effect of nonaccrual loan expense and prepayment fee income(4) (5)
 
 
 
 
3.64
%
 
 
 
 
 
3.88
%
Cost of deposits:
 
 
 
 
 
 
 
 
 
 
 
Noninterest bearing demand deposits
$
1,671,986

 
$

 
 
 
$
1,623,922

 

 
 
Interest bearing deposits
4,845,173

 
10,352

 
0.86
%
 
4,162,291

 
7,970

 
0.77
%
Total deposits
$
6,517,159

 
$
10,352

 
0.64
%
 
$
5,786,213

 
$
7,970

 
0.55
%
 
 
 
 
 
 
 
 
 
 
 
 
*
Annualized
(1) 
Interest income on loans includes loan fees.
(2) 
Average balances of loans consist of loans receivable and loans held for sale.
(3) 
Interest income and yields are not presented on a tax-equivalent basis.
(4) 
Nonaccrual interest income reversed was $21 thousand and $21 thousand for the three months ended June 30, 2016 and 2015, respectively.
(5) 
Loan prepayment fee income excluded was $528 thousand and $457 thousand for the three months ended June 30, 2016 and 2015, respectively.

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Six Months Ended June 30, 2016
 
Six Months Ended June 30, 2015
 
Average
Balance
 
Interest
Income/
Expense
 
Average
Yield/
Rate *
 
Average
Balance
 
Interest
Income/
Expense
 
Average
Yield/
Rate *
 
(Dollars in thousands)
INTEREST EARNINGS ASSETS:
 
 
 
 
 
 
 
 
 
 
 
Loans(1) (2)
$
6,363,656

 
$
154,204

 
4.87
%
 
$
5,680,364

 
$
140,888

 
5.00
%
Securities available for sale(3)
1,052,972

 
11,406

 
2.17
%
 
797,166

 
8,409

 
2.11
%
FRB and FHLB stock and other investments
227,460

 
1,385

 
1.20
%
 
383,659

 
2,332

 
1.21
%
Total interest earning assets
$
7,644,088

 
$
166,995

 
4.39
%
 
$
6,861,189

 
$
151,629

 
4.45
%
INTEREST BEARING LIABILITIES:
 
 
 
 
 
 
 
 
 
 
 
Deposits:
 
 
 
 
 
 
 
 
 
 
 
Demand, interest bearing
$
1,999,454

 
$
8,151

 
0.82
%
 
$
1,617,021

 
$
5,638

 
0.70
%
Savings
182,356

 
651

 
0.72
%
 
194,555

 
841

 
0.87
%
Time deposits:
 
 
 
 
 
 
 
 
 
 
 
$100,000 or more
1,848,750

 
8,297

 
0.90
%
 
1,731,812

 
6,891

 
0.80
%
Other
722,596

 
3,160

 
0.88
%
 
617,879

 
2,354

 
0.77
%
Total time deposits
2,571,346

 
11,457

 
0.90
%
 
2,349,691

 
9,245

 
0.79
%
Total interest bearing deposits
4,753,156

 
20,259

 
0.86
%
 
4,161,267

 
15,724

 
0.76
%
FHLB advances
548,421

 
3,209

 
1.18
%
 
481,447

 
2,624

 
1.10
%
Other borrowings
40,837

 
856

 
4.14
%
 
40,647

 
767

 
3.75
%
Total interest bearing liabilities
5,342,414

 
$
24,324

 
0.92
%
 
4,683,361

 
$
19,115

 
0.82
%
Noninterest bearing demand deposits
1,650,775

 
 
 
 
 
1,583,756

 
 
 
 
Total funding liabilities/cost of funds
$
6,993,189

 
 
 
0.70
%
 
$
6,267,117

 
 
 
0.61
%
Net interest income/net interest spread
 
 
$
142,671

 
3.47
%
 
 
 
$
132,514

 
3.63
%
Net interest margin
 
 
 
 
3.75
%
 
 
 
 
 
3.89
%
Net interest margin, excluding the effect of nonaccrual loan expense(4)
 
 
 
 
3.76
%
 
 
 
 
 
3.89
%
Net interest margin, excluding the effect of nonaccrual loan expense and prepayment fee income(4) (5)
 
 
 
 
3.72
%
 
 
 
 
 
3.86
%
Cost of deposits:
 
 
 
 
 
 
 
 
 
 
 
Noninterest bearing demand deposits
$
1,650,775

 
$

 
 
 
$
1,583,756

 
$

 
 
Interest bearing deposits
4,753,156

 
20,259

 
0.86
%
 
4,161,267

 
15,724

 
0.76
%
Total deposits
$
6,403,931

 
$
20,259

 
0.64
%
 
$
5,745,023

 
$
15,724

 
0.55
%
*
Annualized
(1) 
Interest income on loans includes loan fees.
(2) 
Average balances of loans consist of loans receivable and loans held for sale.
(3) 
Interest income and yields are not presented on a tax-equivalent basis.
(4) 
Nonaccrual interest income reversed was $144 thousand and $45 thousand for the six months ended June 30, 2016 and 2015, respectively.
(5) 
Loan prepayment fee income excluded was $1.2 million and $967 thousand for the six months ended June 30, 2016 and 2015, respectively.



61

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Changes in net interest income are a function of changes in interest rates and volumes of interest earning assets and interest bearing liabilities. The following table sets forth information regarding the changes in interest income and interest expense for the periods indicated. The total change for each category of interest earning assets and interest bearing liabilities is segmented into the change attributable to variations in volume (changes in volume multiplied by the old rate) and the change attributable to variations in interest rates (changes in rates multiplied by the old volume). Nonaccrual loans are included in average loans used to compute this table.
 
 
 
 
 
 
 
Three Months Ended
June 30, 2016 over June 30, 2015
 
Net
Increase
(Decrease)
 
 
 
 
 
Change due to
 
Rate
 
Volume
 
(In thousands)
INTEREST INCOME:
 
 
 
 
 
Interest and fees on loans
$
5,837

 
$
(2,595
)
 
$
8,432

Interest on securities
1,526

 
100

 
1,426

Interest on FRB and FHLB stock and other investments
(904
)
 
(460
)
 
(444
)
Total interest income
$
6,459

 
$
(2,955
)
 
$
9,414

INTEREST EXPENSE:
 
 
 
 
 
Interest on demand, interest bearing
$
1,275

 
$
463

 
$
812

Interest on savings
(131
)
 
(99
)
 
(32
)
Interest on time deposits
1,239

 
673

 
566

Interest on FHLB advances
359

 
123

 
236

Interest on other borrowings
44

 
42

 
2

Total interest expense
$
2,786

 
$
1,202

 
$
1,584

NET INTEREST INCOME
$
3,673

 
$
(4,157
)
 
$
7,830

 
 
 
 
 
 
 
Six Months Ended June 30, 2016
over June 30, 2015
 
Net
Increase
(Decrease)
 
 
 
 
 
Change due to
 
Rate
 
Volume
 
(In thousands)
INTEREST INCOME:
 
 
 
 
 
Interest and fees on loans
$
13,316

 
$
(3,730
)
 
$
17,046

Interest on securities
2,997

 
251

 
2,746

Interest on FRB and FHLB stock and other investments
(947
)
 
(8
)
 
(939
)
Total interest income
$
15,366

 
$
(3,487
)
 
$
18,853

INTEREST EXPENSE:
 
 
 
 
 
Interest on demand, interest bearing
$
2,514

 
$
1,036

 
$
1,478

Interest on savings
(189
)
 
(142
)
 
(47
)
Interest on time deposits
2,211

 
1,269

 
942

Interest on FHLB advances
585

 
196

 
389

Interest on other borrowings
88

 
80

 
8

Total interest expense
$
5,209

 
$
2,439

 
$
2,770

NET INTEREST INCOME
$
10,157

 
$
(5,926
)
 
$
16,083



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Table of Contents


Provision for Loan Losses
The provision for loan losses reflects our judgment of the current period cost associated with credit risk inherent in our loan portfolio. The loan loss provision for each period is dependent upon many factors, including loan growth, net charge offs, changes in the composition of the loan portfolio, delinquencies, assessments by management, third parties’ and regulators’ examination of the loan portfolio, the value of the underlying collateral for problem loans and the general economic conditions in our market areas. Specifically, the provision for loan losses represents the amount charged against current period earnings to achieve an allowance for loan losses that, in our judgment, is adequate to absorb probable incurred losses inherent in our loan portfolio. Periodic fluctuations in the provision for loan losses result from management’s assessment of the adequacy of the allowance for loan losses; however, actual loan losses may vary in material respects from current estimates. If the allowance for loan losses is inadequate, it may have a material adverse effect on our financial condition.
The provision for loan losses for the second quarter of 2016 was $1.2 million, an increase of $200 thousand, or 20.0%, from $1.0 million for the same period last year. The provision for loan losses for the six months period ended June 30, 2016 was $1.7 million, a decrease of $800 thousand, or 32.0%, from $2.5 million for the same period last year. The decrease is primarily due to overall reduction in quantitative reserves as a result of decreasing historical loss rates and decreased specific reserves on impaired loans.
See Financial Condition section of this MD&A for additional information and further discussion.

Noninterest Income
Noninterest income is primarily comprised of service fees on deposit accounts, fees received on trade finance letters of credit, net gains on sales of loans, and other income.
Noninterest income for the second quarter of 2016 was $10.7 million, compared to $10.5 million for the same quarter of 2015, an increase of $224 thousand, or 2.1%. The increase was primarily due to an increase of $871 thousand, or 55.9%, in other income and fees and an increase of $22 thousand, or 2.5%, in wire transfer fees.

Noninterest income for the six months ended June 30, 2016 was $19.5 million compared to $21.5 million for the same
period of 2015, a decrease of $2.0 million, or 9.5%. The decrease was principally due to a $1.3 million, or 21.1%, decrease from net gains on sales of SBA loans, a $507 thousand, or 8.3%, decrease in service fees on deposit accounts, and a $424 thousand, or 100.0%, decrease of net gains on sales and calls of securities available for sale. The decreases were partially offset by a $717 thousand, or 19.9%, increase in other income and fees, and a $174 thousand, or 10.7%, increase in wire transfer fees.
Noninterest income by category is summarized below:
 
 
 
 
 
 
 
 

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Three Months Ended June 30,
 
Increase (Decrease)
 
2016

2015
 
Amount
 
Percent (%)
 
(Dollars in thousands)
Service fees on deposit accounts
$
2,902

 
$
3,030

 
$
(128
)
 
(4.2
)%
International service fees
816

 
1,005

 
(189
)
 
(18.8
)%
Loan servicing fees, net
589

 
855

 
(266
)
 
(31.1
)%
Wire transfer fees
893

 
871

 
22

 
2.5
 %
Other income and fees
2,429

 
1,558

 
871

 
55.9
 %
Net gains on sales of SBA loans
3,035

 
3,119

 
(84
)
 
(2.7
)%
Net losses on sales of other loans
43

 
45

 
(2
)
 
(4.4
)%
Total noninterest income
$
10,707

 
$
10,483

 
$
224

 
2.1
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Six Months Ended June 30,
 
Increase (Decrease)
 
2016
 
2015
 
Amount
 
Percent (%)
 
(Dollars in thousands)
Service fees on deposit accounts
$
5,585

 
$
6,092

 
$
(507
)
 
(8.3
%)
International service fees
1,591

 
1,818

 
(227
)
 
(12.5
%)
Loan servicing fees, net
1,280

 
1,575

 
(295
)
 
(18.7
%)
Wire transfer fees
1,807

 
1,633

 
174

 
10.7
%
Other income and fees
4,316

 
3,599

 
717

 
19.9
%
Net gains on sales of SBA loans
4,860

 
6,163

 
(1,303
)
 
(21.1
%)
Net gains on sales of other loans
43

 
227

 
(184
)
 
(81.1
%)
Net gains on sales of securities available for sale

 
424

 
(424
)
 
(100.0
%)
Total noninterest income
$
19,482

 
$
21,531

 
$
(2,049
)
 
(9.5
%)

Noninterest Expense
Noninterest expense for the second quarter of 2016 was $40.3 million, an increase of $1.7 million, or 4.5%, from $38.6 million for the same period of 2015. Merger and integration expenses increased $1.5 million primarily consisting of fees for legal counsel and financial advisors which were associated with the merger with Wilshire Bancorp, Inc. Salaries and employee benefits expense increased $825 thousand due to an increase in the number of full-time equivalent employees. The increases in noninterest expenses were offset by a decrease of $1.1 million in OREO expense, $334 thousand in data processing and communications expense, and $82 thousand in advertising and marketing expense.
Noninterest expense for the six months ended June 30, 2016 was $80.4 million, an increase of $2.7 million, or 3.5%, from $77.7 million for the same period of 2015. Merger and integration expenses increased by $2.7 million primarily consisting of fees for legal counsel and financial advisors which were associated with the merger with Wilshire Bancorp, Inc. Salaries and employee benefits expense increased $1.2 million, and other expense increased by $647 thousand. These increases were offset by a decrease of $837 thousand in OREO expense and a $512 thousand decrease in data processing and communications expense compared to the same period in 2015.
The breakdown of changes in noninterest expense by category is shown in the following table:

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Three Months Ended June 30,
 
Increase (Decrease)
 
2016
 
2015
 
Amount
 
Percent (%)
 
(Dollars in thousands)
Salaries and employee benefits
$
21,757

 
$
20,932

 
$
825

 
3.9
 %
Occupancy
4,920

 
4,810

 
110

 
2.3
 %
Furniture and equipment
2,337

 
2,323

 
14

 
0.6
 %
Advertising and marketing
1,402

 
1,484

 
(82
)
 
(5.5
)%
Data processing and communications
2,129

 
2,463

 
(334
)
 
(13.6
)%
Professional fees
1,273

 
1,253

 
20

 
1.6
 %
FDIC assessment
1,095

 
909

 
186

 
20.5
 %
Credit related expenses
911

 
669

 
242

 
36.2
 %
OREO expense
133

 
1,221

 
(1,088
)
 
(89.1
)%
Merger and integration expenses
1,533

 
26

 
1,507

 
5,796.2
 %
Other
2,858

 
2,523

 
335

 
13.3
 %
Total noninterest expense
$
40,348

 
$
38,613

 
$
1,735

 
4.5
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Six Months Ended June 30,
 
Increase (Decrease)
 
2016
 
2015
 
Amount
 
Percent (%)
 
(Dollars in thousands)
Salaries and employee benefits
$
43,326

 
$
42,113

 
$
1,213

 
2.9
 %
Occupancy
9,737

 
9,502

 
235

 
2.5
 %
Furniture and equipment
4,624

 
4,586

 
38

 
0.8
 %
Advertising and marketing
2,538

 
2,875

 
(337
)
 
(11.7
)%
Data processing and communications
4,300

 
4,812

 
(512
)
 
(10.6
)%
Professional fees
2,356

 
2,677

 
(321
)
 
(12.0
)%
FDIC assessment
2,133

 
2,021

 
112

 
5.5
 %
Credit related expenses
1,332

 
1,525

 
(193
)
 
(12.7
)%
OREO expense
1,561

 
2,398

 
(837
)
 
(34.9
)%
Merger and integration expenses
2,740

 
78

 
2,662

 
3,412.8
 %
Other
5,750

 
5,103

 
647

 
12.7
 %
Total noninterest expense
$
80,397

 
$
77,690

 
$
2,707

 
3.5
 %

Provision for Income Taxes
Income tax expense was $16.8 million and $15.3 million for the quarters ended June 30, 2016 and 2015, respectively. The effective income tax rates were 41.8% and 40.0% for the quarters ended June 30, 2016 and 2015, respectively. Income tax
expense was $33.0 million and $29.6 million for the six months ended June 30, 2016 and 2015, respectively. The effective
income tax rates for the six months ended June 30, 2016 and 2015 were 41.3% and 40.0%, respectively.

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Table of Contents

Financial Condition
At June 30, 2016, our total assets were $8.34 billion, an increase of $424.2 million from $7.91 billion at December 31, 2015. The increase was principally due to a $335.9 million increase in loans receivable, net of allowance for loan losses, a $89.4 million increase in securities available for sale, and a $25.3 million increase in other assets. The increase was offset by a decrease in cash and cash equivalents totaling $12.2 million and a decrease in deferred tax assets totaling $15.5 million. The increase in total assets was funded primarily by a $296.5 million increase in deposits and net income of $47.0 million.
Investment Securities Portfolio
As of June 30, 2016, we had $1.10 billion in available for sale securities, compared to $1.01 billion at December 31, 2015. The net unrealized gain on the available for sale securities at June 30, 2016 was $18.7 million, compared to a net unrealized loss on such securities of $3.5 million at December 31, 2015. During the six months ended June 30, 2016, $155.4 million in securities were purchased and $85.1 million in mortgage related securities were paid down. During the same period last year, $176.2 million in securities were purchased, $69.2 in mortgage related securities were paid down and $22.5 million in securities were sold.. The weighted average life of the available for sale securities was 4.14 years and 5.07 years at June 30, 2016 and December 31, 2015, respectively.
Loan Portfolio
As of June 30, 2016, loans outstanding totaled $6.59 billion, an increase of $335.9 million from $6.25 billion at December 31, 2015. Total loan originations during the six months ended June 30, 2016 were $496.2 million, including SBA loan originations of $58.7 million, of which $56.7 million was included as additions to loans held for sale during the period.
The following table summarizes our loan portfolio by amount and percentage of total loans outstanding in each major loan category at the dates indicated:
 
 
June 30, 2016
 
December 31, 2015
 
Amount
 
Percent (%)
 
Amount
 
Percent (%)
 
 
 
(Dollars in thousands)
 
 
Loan portfolio composition
 
 
 
 
 
 
 
Real estate loans:
 
 
 
 
 
 
 
Residential
$
39,403

 
1
%
 
$
33,797

 
0
%
Commercial & industrial
5,158,900

 
78
%
 
4,912,655

 
78
%
Construction
132,712

 
2
%
 
123,030

 
2
%
Total real estate loans
5,331,015

 
81
%
 
5,069,482

 
80
%
Commercial business
1,027,194

 
16
%
 
980,153

 
16
%
Trade finance
84,025

 
1
%
 
99,163

 
2
%
Consumer and other
145,182

 
2
%
 
102,573

 
2
%
Total loans outstanding
6,587,416

 
100
%
 
6,251,371

 
100
%
Less: deferred loan fees
(3,179
)
 
 
 
(3,030
)
 
 
Loans receivable
6,584,237

 
 
 
6,248,341

 
 
Less: allowance for loan losses
(76,425
)
 
 
 
(76,408
)
 
 
Loans receivable, net of allowance for loan losses
$
6,507,812

 
 
 
$
6,171,933

 
 

SBA loans are included in commercial business loans and commercial and industrial real estate loans. SBA loans included in commercial business loans were $42.5 million at June 30, 2016 and $46.2 million at December 31, 2015. SBA loans included in commercial and industrial real estate loans were $188.5 million at June 30, 2016 and $187.9 million at December 31, 2015.
We normally do not extend lines of credit or make loan commitments to business customers for periods in excess of one year. We use the same credit policies in making commitments and conditional obligations as we do for providing loan facilities to our customers. We perform annual reviews of such commitments prior to renewal.

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The following table shows our loan commitments and letters of credit outstanding at the dates indicated:
 
 
June 30, 2016
 
December 31, 2015
 
(In thousands)
Loan commitments
$
858,810

 
$
802,251

Standby letters of credit
46,277

 
45,083

Other commercial letters of credit
46,438

 
36,256

 
$
951,525

 
$
883,590


Nonperforming Assets
Nonperforming assets, which consist of nonaccrual loans, loans 90 days or more past due and on accrual status, accruing restructured loans and OREO, were $109.8 million at June 30, 2016, compared to $110.2 million at December 31, 2015. The ratio of nonperforming assets to loans receivable and OREO was 1.66% and 1.76% at June 30, 2016 and December 31, 2015, respectively.
The following table summarizes the composition of our nonperforming assets as of the dates indicated.
 
 
June 30, 2016
 
December 31, 2015
 
(Dollars in thousands)
Nonaccrual loans (1)
$
42,398

 
$
40,801

Loans 90 days or more days past due, still accruing
147

 
375

Accruing restructured loans
50,837

 
47,984

Total nonperforming loans
93,382

 
89,160

OREO
16,392

 
21,035

Total nonperforming assets
$
109,774

 
$
110,195

 
 
 
 
Nonaccrual loans:
 
 
 
Legacy Portfolio
$
31,268

 
$
28,469

Acquired Portfolio
11,130

 
12,332

Total nonaccrual loans
$
42,398

 
$
40,801

 
 
 
 
Nonperforming loans:
 
 
 
Legacy Portfolio
$
79,674

 
$
73,422

Acquired Portfolio
13,708

 
15,738

Total nonperforming loans
$
93,382

 
$
89,160

Nonperforming loans to loans receivable
1.42
%
 
1.43
%
Nonperforming assets to loans receivable and OREO
1.66
%
 
1.76
%
Nonperforming assets to total assets
1.32
%
 
1.39
%
Allowance for loan losses to nonperforming loans
81.84
%
 
85.70
%
Allowance for loan losses to nonperforming assets
69.62
%
 
69.34
%
(1) 
Nonaccrual loans exclude the guaranteed portion of delinquent SBA loans that are in liquidation totaling $15.5 million and $18.7 million as of June 30, 2016 and December 31, 2015, respectively.

Allowance for Loan Losses
The allowance for loan losses was $76.4 million at June 30, 2016, compared to $76.4 million at December 31, 2015. The allowance for loan losses was 1.16% of loans receivable at June 30, 2016 and 1.22% of loans receivable at December 31, 2015. The change in the allowance for loan losses was driven by increases in the amount of qualitative reserves. The qualitative reserves increased due to an increase in the volume of loans compared to December 31, 2015. The increases were offset by decreases in the quantitative reserves which was caused by decreasing historical losses. Impaired loan reserves decreased to $8.7 million at June 30, 2016 from $8.8 million at December 31, 2015.

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The following table reflects our allocation of the allowance for loan and lease losses (“ALLL”) by loan type and the ratio of each loan segment to total loans as of the dates indicated:
 
 
Allocation of Allowance for Loan Losses
 
June 30, 2016
 
December 31, 2015
 
Amount of Allowance for Loan Losses
 
Percent of loans to total loans
 
Amount of Allowance for Loan Losses
 
Percent of loans to total loans
 
(Dollars in thousands)
Loan Type
 
 
 
 
 
 
 
Real estate - residential
$
136

 
1
%
 
$
230

 
0
%
Real estate - commercial
54,978

 
78
%
 
54,505

 
78
%
Real estate - construction
1,159

 
2
%
 
917

 
2
%
Commercial business
16,724

 
16
%
 
16,547

 
16
%
Trade finance
2,449

 
1
%
 
3,592

 
2
%
Consumer and other
979

 
2
%
 
617

 
2
%
Total
$
76,425

 
100
%
 
$
76,408

 
100
%

For a better understanding of the changes in the ALLL, the loan portfolio has been segmented for disclosures purposes between loans which are accounted for under the amortized cost method (Legacy Loans) and loans acquired from acquisitions (Acquired Loans). Acquired Loans have been further segregated between Acquired Credit Impaired Loans (loans with credit deterioration at the time they were acquired and accounted for under ASC 310-30, or “ACILs”) and performing loans (loans that were pass graded at the time they were acquired, or “APLs”). The activity in the ALLL for the three and six months ended June 30, 2016 is as follows:



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Table of Contents

 
 
 
 
Acquired Loans(2)
 
 
Three Months Ended June 30, 2016
 
Legacy Loans(1)
 
ACILs
 
APLs
 
Total
 
 
(Dollars in thousands)
Balance, beginning of period
 
$
64,016

 
$
11,877

 
$
963

 
$
76,856

Provision for loan losses
 
1,064

 
72

 
64

 
1,200

Loans charged off
 
(2,055
)
 

 
(240
)
 
(2,295
)
Recoveries of loan charge offs
 
592

 

 
72

 
664

Balance, end of period
 
$
63,617

 
$
11,949

 
$
859

 
$
76,425

 
 
 
 
 
 
 
 
 
Total loans outstanding
 
6,299,417

 
99,796

 
188,203

 
6,587,416

Loss coverage ratio
 
1.01
%
 
11.97
%
 
0.46
 %
 
1.16
%
Net loan charge offs to beginning allowance
 
2.29
%
 
%
 
17.45
 %
 
2.12
%
Net loan charge offs to provision for loan losses
 
137.50
%
 
%
 
262.50
 %
 
135.92
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Acquired Loans (2)
 
 
Six Months Ended June 30, 2016
 
Legacy Loans (1)
 
ACILs
 
APLs
 
Total
 
 
(Dollars in thousands)
Balance, beginning of period
 
$
63,309

 
$
11,982

 
$
1,117

 
$
76,408

Provision (credit) for loan losses
 
1,762

 
(33
)
 
(29
)
 
1,700

Loans charged off
 
(2,760
)
 

 
(356
)
 
(3,116
)
Recoveries of loan charge offs
 
1,306

 

 
127

 
1,433

Balance, end of period
 
$
63,617

 
$
11,949

 
$
859

 
$
76,425

 
 
 
 
 
 
 
 
 
Total loans outstanding
 
$
6,299,417


$
99,796


$
188,203


$
6,587,416

Loss coverage ratio
 
1.01
%

11.97
%

0.46
 %

1.16
%
Net loan charge offs to beginning allowance
 
2.30
%
 
%
 
20.50
 %
 
2.20
%
Net loan charge offs to provision for loan losses
 
82.52
%
 
%
 
(789.66
)%
 
99.00
%
 
 
 
 
 
 
 
 
 
(1)  Legacy Loans includes Acquired Loans that have been renewed or refinanced subsequent to the acquisition date.
(2)  Acquired Loans were marked to fair value at the acquisition date and provisions for loan losses reflect credit deterioration subsequent to the acquisition date.


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Table of Contents

The following table shows the provisions made for loan losses, the amount of loans charged off and the recoveries on loans previously charged off, together with the balance in the ALLL at the beginning and end of each period, the amount of average and loans receivable outstanding, and certain other ratios as of the dates and for the periods indicated:

 
At or for the Three Months Ended June 30,
 
2016
 
2015
 
(Dollars in thousands)
LOANS:
 
 
 
Average loans receivable, including loans held for sale
$
6,457,883

 
$
5,742,153

Loans receivable
$
6,584,237

 
$
5,815,824

ALLOWANCE:
 
 
 
Balance, beginning of period
$
76,856

 
$
69,594

Less loan charge offs:
 
 
 
Commercial & industrial real estate
(207
)
 
(74
)
Commercial business loans
(2,038
)
 
(618
)
Trade finance

 
(759
)
Consumer and other loans
(50
)
 

Total loan charge offs
(2,295
)
 
(1,451
)
Plus loan recoveries:
 
 
 
Commercial & industrial real estate
177

 
61

Commercial business loans
400

 
817

Trade Finance

 

Consumer and other loans
87

 
97

Total loans recoveries
664

 
975

Net loan charge offs
(1,631
)
 
(476
)
Provision for loan losses
1,200

 
1,000

Balance, end of period
$
76,425

 
$
70,118

Net loan charge offs to average loans receivable, including loans held for sale*
0.10
%
 
0.03
%
Allowance for loan losses to loans receivable at end of period
1.16
%
 
1.21
%
Net loan charge offs to beginning allowance *
8.49
%
 
2.74
%
Net loan charge offs to provision for loan losses
135.92
%
 
47.60
%
* Annualized
 
 
 

We believe the allowance for loan losses as of June 30, 2016 is adequate to absorb probable incurred losses in the loan portfolio. However, no assurance can be given that actual losses will not exceed the estimated amounts.
Deposits and Other Borrowings
Deposits. Deposits are our primary source of funds used in our lending and investment activities. At June 30, 2016, deposits increased $296.5 million, or 4.7%, to $6.64 billion from $6.34 billion at December 31, 2015. The net increase in deposits primarily reflects increases in retail deposits due to the impact of recent deposit campaigns and promotions. In addition, wholesale deposits were increased to help fund loan growth. Interest bearing demand deposits, including money market and Super Now accounts and time deposits, totaled $4.92 billion at June 30, 2016 and $4.65 billion at December 31, 2015.
At June 30, 2016, 26% of total deposits were noninterest bearing demand deposits, 39% were time deposits and 35% were interest bearing demand and savings deposits. At December 31, 2015, 27% of total deposits were noninterest bearing demand deposits, 39% were time deposits, and 34% were interest bearing demand and savings deposits.
At June 30, 2016, we had $453.4 million in brokered deposits and $300.0 million in California State Treasurer deposits, compared to $374.6 million and $300.0 million of such deposits at December 31, 2015, respectively. The California State Treasurer deposits had three-month maturities with a weighted average interest rate of 0.29% at June 30, 2016 and were collateralized with securities with a carrying value of $379.7 million.

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The following is a schedule of certificates of deposit maturities as of June 30, 2016:
 
 
 
 
 
Balance
 
Percent (%)
 
(Dollars in thousands)
Three months or less
$
955,685

 
37.19
%
Over three months through six months
527,763

 
20.53
%
Over six months through nine months
471,784

 
18.36
%
Over nine months through twelve months
356,092

 
13.86
%
Over twelve months
258,626

 
10.06
%
Total time deposits
$
2,569,950

 
100.00
%

Other Borrowings. Advances may be obtained from the FHLB as an alternative source of funds. FHLB advances are typically secured by a pledge of commercial real estate loans and/or securities with a market value at least equal to the outstanding advances plus our investment in FHLB stock.
At June 30, 2016, we had $610.4 million of FHLB advances with average remaining maturities of 2.3 years, compared to $530.6 million with average remaining maturities of 1.9 years at December 31, 2015. The weighted average rate was 1.28% and 1.15% at June 30, 2016 and December 31, 2015, respectively.
Subordinated debentures totaled $42.4 million at June 30, 2016 and $42.3 million at December 31, 2015. The Trust Preferred Securities accrue and pay distributions periodically at specified annual rates as provided in the related indentures for the securities. The trusts used the net proceeds from their respective offerings to purchase a like amount of subordinated debentures (the “Debentures”) issued by us. The Debentures are the sole assets of the trusts. Our obligations under the Debentures and related documents, taken together, constitute a full and unconditional guarantee by us of the obligations of the trusts. The Trust Preferred Securities are mandatorily redeemable upon the maturity of the Debentures, or upon earlier redemption as provided in the indentures. We have the right to redeem the Debentures in whole (but not in part) on or after specific dates, at a redemption price specified in the indentures plus any accrued but unpaid interest to the redemption date.
Off-Balance-Sheet Activities and Contractual Obligations
We routinely engage in activities that involve, to varying degrees, elements of risk that are not reflected, in whole or in part, in the consolidated financial statements. These activities are part of our normal course of business and include traditional off-balance-sheet credit-related financial instruments, interest rate swap contracts, operating leases and long-term debt.
Traditional off-balance-sheet credit-related financial instruments are primarily commitments to extend credit and standby letters of credit. These activities could require us to make cash payments to third parties if certain specified future events occur. The contractual amounts represent the extent of our exposure in these off-balance-sheet activities. However, since certain off-balance-sheet commitments, particularly standby letters of credit, are expected to expire or be only partially used, the total amount of commitments does not necessarily represent future cash requirements. These activities are necessary to meet the financing needs of our customers.
We enter into interest rate swap contracts under which we are required to either receive cash from or pay cash to counterparties depending on changes in interest rates. We also purchase interest rate caps to protect against increases in market interest rates. We utilize interest rate swap contracts and interest rate caps to help manage the risk of changing interest rates.
We sell interest rate swaps to certain adjustable rate commercial loan customers to fix the interest rate on their floating rate loan. When the fixed rate swap is originated with the customer, an identical offsetting swap is also entered into by us with a correspondent bank.
We do not anticipate that our current off-balance-sheet activities will have a material impact on our future results of operations or our financial condition. Further information regarding our financial instruments with off-balance-sheet risk can be found in Item 3 “Quantitative and Qualitative Disclosures about Market Risk.”


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Table of Contents

Stockholders’ Equity and Regulatory Capital
Historically, our primary source of capital has been the retention of earnings, net of dividend payments to shareholders. We seek to maintain capital at a level sufficient to assure our stockholders, our customers and our regulators that our Company and our bank subsidiary are financially sound. For this purpose, we perform ongoing assessments of our components of capital, as well as projected sources and uses of capital in conjunction with projected increases in assets and levels of risks.
Total stockholders’ equity was $971.7 million at June 30, 2016, compared to $938.1 million at December 31, 2015.
The federal banking agencies require a minimum ratio of qualifying total capital to risk-weighted assets of 8% and a minimum ratio of Tier I capital to risk-weighted assets of 6% to generally be considered “adequately capitalized” under the Prompt Corrective Action regulations. In addition to the risk-based guidelines, federal banking agencies require banking organizations to maintain a minimum amount of Tier I capital to average total assets, referred to as the leverage ratio, of 4% to generally be considered “adequately capitalized” under the Prompt Corrective Action regulations. Beginning January 1, 2015, federal banking agencies required a minimum Common Equity Tier 1 capital to risk weighted assets ratio of 4.5% to generally be considered “adequately capitalized” under the Prompt Corrective Action regulations. Beginning January 1, 2016, federal banking agencies required a capital conservation buffer of 0.625% in addition to the ratios required to generally be considered “adequately capitalized” under the Prompt Corrective Action regulations. Failure to maintain this capital conservation buffer results in limits or prohibitions on capital distributions and discretionary compensation payments. Capital requirements apply to the Company and the Bank separately. In addition to these uniform risk-based capital guidelines and leverage ratios that apply across the industry, the regulators have the discretion to set individual minimum capital requirements for specific institutions at rates significantly above the minimum guidelines and ratios.
At June 30, 2016, our Common Equity Tier 1 capital was $854.4 million compared to $833.9 million at December 31, 2015. Our Tier I capital, defined as stockholders’ equity less intangible assets, was $895.4 million, compared to $874.8 million at December 31, 2015, representing an increase of $20.6 million, or 2.4%. The increase was primarily due to an increase of $47.0 million in retained earnings from net income during the six months ended June 30, 2016, which was partially offset by $26.3 million of cash dividends. At June 30, 2016, the Common Equity Tier 1 capital ratio was 11.66%. The total capital to risk-weighted assets ratio was 13.28% and the Tier I capital to risk-weighted assets ratio was 12.22%. The Tier I leverage capital ratio was 11.14%.
As of June 30, 2016 and December 31, 2015, the most recent regulatory notification categorized the Bank as “well capitalized” under the regulatory framework for prompt corrective action. To be generally categorized as “well-capitalized”, the Bank must maintain minimum Common Equity Tier 1 capital, total risk-based, Tier I risk-based and Tier I leverage capital ratios as set forth in the table below.
 

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Table of Contents

 
As of June 30, 2016 (Dollars in thousands)
 
Actual
 
To Be Well-Capitalized
 
Excess
 
Amount
 
Ratio
 
Amount
 
Ratio
 
Amount
 
Ratio
Hope Bancorp, Inc.
 
 
 
 
 
 
 
 
 
 
 
Common Equity Tier 1 capital ratio
$
854,438

 
11.66
%
 
N/A

 
N/A

 
 
 
 
Total risk-based capital ratio
$
973,346

 
13.28
%
 
N/A

 
N/A

 
 
 
 
Tier 1 risk-based capital ratio
$
895,429

 
12.22
%
 
N/A

 
N/A

 
 
 
 
Tier 1 capital to total assets
$
895,429

 
11.14
%
 
N/A

 
N/A

 


 


Bank of Hope
 
 
 
 
 
 
 
 
 
 
 
Common Equity Tier 1 capital ratio
$
889,245

 
12.14
%
 
$
476,249

 
6.50
%
 
$
412,996

 
5.64
%
Total risk-based capital ratio
$
967,163

 
13.20
%
 
$
732,690

 
10.00
%
 
$
234,473

 
3.20
%
Tier 1 risk-based capital ratio
$
889,245

 
12.14
%
 
$
586,152

 
8.00
%
 
$
303,093

 
4.14
%
Tier I capital to total assets
$
889,245

 
11.06
%
 
$
401,939

 
5.00
%
 
$
487,306

 
6.06
%
 
 
 
 
 
 
 
 
 
 
 
 
 
As of December 31, 2015 (Dollars in thousands)
 
Actual
 
To Be Well-Capitalized
 
Excess
 
Amount
 
Ratio
 
Amount
 
Ratio
 
Amount
 
Ratio
Hope Bancorp, Inc.
 
 
 
 
 
 
 
 
 
 
 
Common Equity Tier 1 capital ratio
$
833,868

 
12.08
%
 
N/A

 
N/A

 
 
 
 
Total risk-based capital ratio
$
953,132

 
13.80
%
 
N/A

 
N/A

 
 
 
 
Tier 1 risk-based capital ratio
$
874,771

 
12.67
%
 
N/A

 
N/A

 
 
 
 
Tier 1 capital to total assets
$
874,771

 
11.53
%
 
N/A

 
N/A

 


 


Bank of Hope
 
 
 
 
 
 
 
 
 
 
 
Common Equity Tier 1 capital ratio
$
866,652

 
12.56
%
 
$
448,684

 
6.50
%
 
$
417,968

 
6.06
%
Total risk-based capital ratio
$
945,013

 
13.69
%
 
$
690,283

 
10.00
%
 
$
254,730

 
3.69
%
Tier 1 risk-based capital ratio
$
866,652

 
12.56
%
 
$
552,226

 
6.00
%
 
$
314,426

 
6.56
%
Tier I capital to total assets
$
866,652

 
11.43
%
 
$
379,262

 
5.00
%
 
$
487,390

 
6.43
%

73

Table of Contents

Liquidity Management
Liquidity risk is the risk of reduction in our earnings or capital that would result if we were not able to meet our obligations when they come due without incurring unacceptable losses.  Liquidity risk includes the risk of unplanned decreases or changes in funding sources and changes in market conditions that affect our ability to liquidate assets quickly and with minimum loss of value.  Factors considered in liquidity risk management are the stability of the deposit base; the marketability, maturity, and pledging of our investments; the availability of alternative sources of funds; and our demand for credit. The objective of our liquidity management is to have funds available to meet cash flow requirements arising from fluctuations in deposit levels and the demands of daily operations, which include funding of securities purchases, providing for customers’ credit needs, and ongoing repayment of borrowings.
Our primary sources of liquidity are derived from financing activities, which include customer and broker deposits, federal funds facilities, and borrowings from the FHLB and the FRB Discount Window.  These funding sources are augmented by payments of principal and interest on loans and securities, proceeds from sale of loans and the liquidation or sale of securities from our available for sale portfolio.  Primary uses of funds include withdrawal of and interest payments on deposits, originations of loans, purchases of investment securities, and payment of operating expenses.
At June 30, 2016, our total borrowing capacity from the FHLB was $2.51 billion, of which $1.90 billion was unused and available to borrow. At June 30, 2016, our total borrowing capacity from the FRB was $559.3 million, which was unused and available to borrow. In addition to these lines, our liquid assets, consisting of cash and cash equivalents, interest bearing cash deposits and time deposits with other banks, overnight federal funds sold to other banks, liquid investment securities available for sale, and loan repayments within 30 days, were $1.08 billion at June 30, 2016, compared to $1.0 billion at December 31, 2015. Cash and cash equivalents, including federal funds sold, were $286.2 million at June 30, 2016, compared to $298.4 million at December 31, 2015. We believe our liquidity sources are sufficient to meet all reasonably foreseeable short-term and intermediate-term needs.


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Table of Contents

Item 3.
Quantitative and Qualitative Disclosures About Market Risk
The objective of our asset and liability management activities is to maximize our earnings while maintaining adequate liquidity and an exposure to interest rate risk deemed by management to be acceptable by adjusting the type and mix of assets and liabilities to seek to effectively address changing conditions and risks. Through overall management of our balance sheet and by seeking to control various risks, we seek to optimize our financial returns within safe and sound parameters. Our operating strategies for attaining this objective include managing net interest margin through appropriate risk/return pricing of assets and liabilities and emphasizing growth in retail deposits, as a percentage of interest bearing liabilities, to reduce our cost of funds. We also seek to improve earnings by controlling noninterest expense, and enhancing noninterest income. We also use risk management instruments to modify interest rate characteristics of certain assets and liabilities to hedge against our exposure to interest rate fluctuations with the objective of reducing the effects fluctuations might have on associated cash flows or values. Finally, we perform internal analysis to measure, evaluate and monitor risk.
Interest Rate Risk
Interest rate risk is the most significant market risk impacting us. Interest rate risk occurs when interest rate sensitive assets and liabilities do not reprice simultaneously and in equal volume. A key objective of asset and liability management is to manage interest rate risk associated with changing asset and liability cash flows and values of our assets and liabilities and market interest rate movements. The management of interest rate risk is governed by policies reviewed and approved annually by the Board of Directors. Our Board delegates responsibility for interest rate risk management to the Asset and Liability Committee of the Board (“ALCO”) and to the Asset and Liability Management Committee (“ALM”), which is composed of the Bank’s senior executives and other designated officers.
Market risk is the risk of adverse impacts on our future earnings, the fair values of our assets and liabilities, or our future cash flows that may result from changes in the price of a financial instrument. The fundamental objective of our ALM is to manage our exposure to interest rate fluctuations while maintaining adequate levels of liquidity and capital. Our ALM meets regularly to monitor interest rate risk, the sensitivity of our assets and liabilities to interest rate changes, the book and market values of our assets and liabilities, and our investment activities. It also directs changes in the composition of our assets and liabilities. Our strategy has been to reduce the sensitivity of our earnings to interest rate fluctuations by more closely matching the effective maturities or repricing characteristics of our assets and liabilities. Certain assets and liabilities, however, may react in different degrees to changes in market interest rates. Furthermore, interest rates on certain types of assets and liabilities may fluctuate prior to changes in market interest rates, while interest rates on other types may lag behind changes in market interest rates. We consider the anticipated effects of these factors when implementing our interest rate risk management objectives.
Interest Rate Sensitivity
We monitor interest rate risk through the use of a simulation model that provides us with the ability to simulate our net interest income. In order to measure, at June 30, 2016, the sensitivity of our forecasted net interest income to changing interest rates, both rising and falling interest rate scenarios were projected and compared to base market interest rate forecasts. One application of our simulation model measures the impact of market interest rate changes on the net present value of estimated cash flows from our assets and liabilities, defined as our market value of equity. This analysis assesses the changes in market values of interest rate sensitive financial instruments that would occur in response to immediate and parallel changes in market interest rates.
The impacts on our net interest income and market value of equity exposed to immediate and parallel hypothetical changes in market interest rates as projected by the model we use for this purpose are illustrated in the following table.
 
 
June 30, 2016
 
December 31, 2015
Simulated
Estimated Net
Interest Income
Sensitivity
 
Market Value
Of Equity
Volatility
 
Estimated Net
Interest Income
Sensitivity
 
Market Value
Of Equity
Volatility
Rate Changes
 
 
 
 + 200 basis points
2.50
 %
 
(4.31
)%
 
3.38
 %
 
(5.57
)%
 + 100 basis points
1.25
 %
 
(1.53
)%
 
1.49
 %
 
(2.47
)%
 - 100 basis points
0.52
 %
 
(0.76
)%
 
0.37
 %
 
1.33
 %
 - 200 basis points
(0.29
)%
 
(0.98
)%
 
(0.71
)%
 
0.41
 %


 

75

Table of Contents

Item 4.
Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the U.S. Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to management, including the Principal Executive Officer and the Principal Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.
The Company’s management, with the participation of our Principal Executive Officer and Principal Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that, as of the end of such period, our disclosure controls and procedures are effective in ensuring that information required to be disclosed by the Company in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the U.S. Securities and Exchange Commission’s rules and forms, and is accumulated and communicated to management, including the Principal Executive Officer and the Principal Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting during the quarter ended June 30, 2016 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.




76

Table of Contents


PART II
OTHER INFORMATION

Item 1.
Legal Proceedings
    
We are involved in routine litigation incidental to our business, none of which is expected to have a material adverse effect on us.
Item 1A.
Risk Factors
Management is not aware of any material changes to the risk factors discussed in Part 1, Item 1A of the Annual Report on Form 10-K for the year ended December 31, 2015. In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the risk factors discussed in Part I, Item 1A of the Annual Report on Form 10-K for the year ended December 31, 2015, which could materially and adversely affect the Company’s business, financial condition and results of operations. The risks described in the Annual Report on Form 10-K are not the only risks facing the Company. Additional risks and uncertainties not presently known to management or that management presently believes not to be material
may also result in material and adverse effects on our business, financial condition and results of operations.


Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
None.
 
Item 3.
Defaults Upon Senior Securities
None.
 
Item 4.
Mine Safety Disclosures
 
None.

Item 5.
Other Information

(a)           Additional Disclosures. None.
 
(b)           Stockholder Nominations. There have been no material changes in the procedures by which shareholders may recommend nominees to the Board of Directors during the three months ended June 30, 2016. Please see the discussion of these procedures in the most recent proxy statement forming part of the Registration Statement on Form S-4/A recently filed with the U.S. Securities and Exchange Commission.

Item 6.
Exhibits
See “Index to Exhibits.”


77

Table of Contents

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
 
HOPE BANCORP, INC.
 
 
 
 
 
Date:
August 8, 2016
/s/ Kevin S. Kim
 
 
 
Kevin S. Kim
 
 
 
President and Chief Executive Officer
 
 
 
 
 
Date:
August 8, 2016
/s/ Douglas J. Goddard
 
 
 
Douglas J. Goddard
 
 
 
Executive Vice President and Chief Financial Officer
 
 
 
 
 
 
 
 
 

78

Table of Contents

INDEX TO EXHIBITS
 
Exhibit Number
 
Description
 
 
 
31.1
 
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
 
 
 
31.2
 
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
 
 
 
32.1
 
Certification of Chief Executive Officer pursuant to Section 906 of the Public Company Accounting Reform and Investor Protection Act of 2002**
 
 
 
32.2
 
Certification of Chief Financial Officer pursuant to section 906 of the Public Company Accounting Reform and Investor Protection Act of 2002**
 
 
 
101.INS
 
XBRL Instance Document**
 
 
 
101.SCH
 
XBRL Taxonomy Extension Schema Document**
 
 
 
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase Document**
 
 
 
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase Document**
 
 
 
101.LAB
 
XBRL Taxonomy Extension Label Linkbase Document**
 
 
 
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase Document**
__________________________________
*
Filed herewith
**
Furnished herewith


79