Cathay opens doors
to opportunity
2017 Annual Report
More than half a century ago, we opened our doors at Cathay Bank to serve the growing Chinese American community in Los Angeles.
We helped our customers put down new roots with cars and homes. We supported their businesses, which continue to sustain generations.
We worked with them to cultivate communities united by a shared drive to create and build lives in Southern California.
Over time, we’ve expanded along with our customers. Today, we’re a subsidiary of Cathay General Bancorp (NASDAQ: CATY), a publicly held
bank holding company with more than $15.6 billion in assets.
We have 65 branches across the United States as well as outposts in Hong Kong, Beijing, Shanghai, and Taipei.
While the people we serve have evolved and changed, the spirit of what makes up our customers remains the same. Everyone believes in the
power of initiative and perseverance. Each aims to achieve what’s possible. All strive to live their best lives. And we’re happy to work alongside
them—providing the tools and services to get them where they want to go.
Enriching your
journey with hard
work and heart
Cathay Bank serves a wide array of customers, from individuals and businesses
to employees, investors, and the communities in which we live. But one constant
is that we serve each and every one with hard work and heart.
Whether it is retail banking or wealth management, home loans or financing
that helps grow commercial endeavors, Cathay strives to make each personal
journey successful. And the bank has been doing this successfully for 55 years.
To continue these accomplishments, we initiated and strengthened numerous
new programs to ensure our success will continue.
The bank will enhance our legacy while opening doors of opportunity to new
customers and new markets. The next 55 years will be incredibly exciting.
2017 Annual Report
1
Letter to Stockholders
Dear fellow stockholders,
We are pleased to report that Cathay General Bancorp achieved net income of
$176.0 million for the year ended December 31, 2017, an increase of 0.5% from
$175.1 million in 2016.
Full-year 2017 results included $23.4 million of additional tax expense related to the revaluation of the
Company’s deferred tax assets and a $2.6 million pretax write-down of low income housing tax credit
investments, both as a result of the enactment of the Tax Cuts and Jobs Act of 2017. These two items
had the effect of reducing diluted EPS by $0.31 per diluted share for the quarter and the year. Diluted
earnings per share was $2.17 for the year ended December 31, 2017.
Loans grew by 14.9% or $1.7 billion across lending segments including commercial loans, commercial
mortgages, real estate construction loans, and residential mortgages, for total gross loans of $12.9 billion at
December 31, 2017. Our deposits grew by 8.7% or $1.0 billion for total deposits of $12.7 billion at December
31, 2017. Total assets for the year increased $1.1 billion to $15.6 billion at December 31, 2017. Our net interest
margin for 2017 increased to 3.63% compared with 3.38% in 2016.
Our capital ratios remain strong and positioned for growth. At December 31, 2017, our common equity
Tier 1 capital ratio of 12.19%, Tier 1 risk-based capital ratio of 12.19%, total risk-based capital ratio of 14.11%,
and Tier 1 leverage capital ratio of 10.35%, calculated under the Basel III capital rules, continue to place the
Company in the “well capitalized” category for regulatory purposes. We also increased our dividend to
$0.24 per share in the fourth quarter, the fourth increase in three years.
We executed our strategic plan for consistent growth with the completion of our transaction to acquire
SinoPac Bancorp, the parent company of Far East National Bank. We look forward to the systems conversion
for Far East National Bank onto Cathay’s systems in April 2018. The addition of Far East National Bank
branches and its experienced employees will strengthen our presence in important California markets and
establish a footprint in Beijing with a representative office.
We will continue to expand our branch network by looking for strategically positioned locations to ensure
convenience for our customers and opportunity for the Company. At the same time, we will review our
existing branch network to reduce overlaps, as well as introduce interactive teller machines to provide
new ways to serve our customers. Our branch employees are now prepared to assist a customer across a
multitude of products and services—the universal banker—a key emphasis of employee training in 2017.
We continuously strive to achieve operational excellence and higher efficiencies at all levels, as indicated
by our improved efficiency ratio of 44.4% at year-end 2017. Going forward we will progressively employ
technology to optimize overall bank processes to gain further improvements in efficiency.
We celebrated our 55th anniversary in 2017. We are grateful to our customers and the communities in which
we conduct business who look to us as their bank of choice. We began our bank with a focus on Chinese
Americans and newly arrived Chinese immigrants seeking a better life for themselves and their families,
and have been deeply gratified that our welcome has expanded to include second and third generations
of Cathay customers, as well as new demographics as the communities we serve become more diverse.
We celebrated throughout the year with regional customer appreciation events, branch open houses, and
special product promotions, and we hope our new and long-term customers, friends, and supporters were
able to join with us in recognizing this milestone.
2 Cathay General Bancorp
Letter to Stockholders
It was a natural time for the Company to be retrospective, but we were founded by visionaries, which is
part of our mythos. For the first time in our organization’s history, we undertook a rebranding process
in 2017. We focused on the best way to build upon our success and traditions while instilling a renewed
sense of purpose as we look to the future. The Cathay brand is a celebration of the journey we take with our
customers, employees, investors and communities—and the relationships we build along the way. We realized
we could be more effective by telling our story in a fresh way and updating our look so that we are as relevant
and necessary with today’s individuals, families, and businesses as when we were founded in 1962. We look
forward to sharing our refreshed brand with you, first in this annual report and going forward in all other
areas as we proceed through 2018.
Our efforts in 2017 were further validated by our recent ranking in Forbes Best Banks in America in 2018 as
#12, seven spots higher than the previous year, reinforcing the important role we play in our communities in
providing access to capital and the core banking services at the heart of day-to-day activities. Our success
is attributable to our employees’ hard work and heart. We are grateful for their service and commitment, the
pride they take in their work, and for being part of the Cathay family. Their devotion to our customers and
the communities in which they live and work will continue to make this a great Company to work for.
We’d like to acknowledge the longtime service of our Board Member Dr. Thomas C.T. Chiu, who recently
passed. Dr. Chiu joined the Company in 2003. Prior to his tenure, he had been a director of General Bank and
its publicly held bank holding company, GBC Bancorp, for 10 years. Dr. Chiu was an esteemed colleague, a
well-respected medical doctor in Southern California, and a dear friend. He will be missed.
Thank you to our stockholders for the trust and confidence you place in us. We appreciate your support and
we pledge our commitment to maintain our track record of stability and continuing growth to the best of our
ability. We view the coming years as tremendously exciting. Thank you for being part of our journey.
Pin Tai
CEO and President
Dunson K. Cheng
Executive Chairman of the Board
2017 Annual Report 3
Letter to Stockholders
尊敬的股東們:
我 們欣然向閣下報告，國泰萬通金 控在截至
錄 得 一 億七千六百萬元 淨盈利，較
加
0.5%
2016
。
2017
2017
2017
12
31
日止之年度
月
年的 一 億七千五百一 十萬元 增
年
年減稅與就業法案》的頒佈，
由於《
年的全年業績包含了與本公司遞延所得稅資產
重估相關的二千三百四十萬元額外稅項支出，以及低收入房屋投資稅收抵免的二百六十萬元
稅前減值。這兩個項目使季度及年度的攤薄後每股盈利減少
日止
2.17
之年度的攤薄後每股盈利為
元。截至
2017
0.31
31
12
月
年
元。
14.9%
各項貸款類別，包括商業貸款、商業房屋貸款、商業房地產及建築貸款，以及居民房屋貸款的
31
日的總貸款額為一百二十九億元。同期，我們
貸款額上升
至一百二十七億元，而總資額亦上升十一億元至一百五十六億
的存款金額增長十億元或
3.63%
元。
年的凈利息收益率為
或十七億元，在
3.38%
，相比
2016
2017
2017
8.7%
年的
12
年
月
。
2017
12
31
我們的資本比率繼續表現強勁，為未來增長奠定基礎。在
計算方法下，我們的普通股第一類資本比率為
14.11%
風險基礎資本比率為
，一級資本比率為
穩健」。同時，我們於第四季提高股息至每股
12.19%
10.35%
0.24
年
日，在巴塞爾協議III的
月
，總
，第一類風險基礎資本比率為
。依照監管要求，公司繼續被評為「資本
12.19%
元，是三年內的第四次提升。
我們在執行公司持續發展的策略性計劃下，完成收購遠東國民銀行之母公司
的交易。我們期望在
豐富的員工會提高我們在加州重點市場的地位，並為我們在北京增添一代表處。
月將遠東國民銀行系統併入國泰。遠東國民銀行的分行及經驗
2018
年
4
SinoPac Bancorp
2017
2017
44.4%
我們將繼續尋找合適位置拓展分行網絡，為顧客帶來更便捷的服務，並為公司尋求新機會。同
時我們將重新檢視現有的分行網絡，避免服務區域重疊。我們將引入互動式提款機，為顧客
提供全新的服務方式。
年，我們重點訓練分行員工成為一站式客服專員；現在他們能夠
協助顧客了解不同層面的產品及服務。我們會繼續完善各領域的運作，追求更高的效率；正如
我們在
年底提高了的
作，以求進一步增加效率。
2017
成本效率比。展望將來，我們會積極以科技完善銀行整體運
年，我們慶祝國泰銀行的五十五周年紀念；十分感謝選擇我們的顧客和立足的社區。銀行
創立的宗旨，是為了服務華裔美國人及中國新移民，讓他們在為自己及家人尋求更美好生活的
道路上更加順利。我們很榮幸，能繼續為顧客的下一代及第三代提供服務，並在我們的社區
變得更多元之際，服務更多不同的顧客。去年，我們透過不同的活動與新客人、長期客戶、各
界好友及支持者慶祝這個里程碑，這些活動包括不同地區的客戶酬謝晚宴、分行開放日及周
年慶祝推廣。
4 Cathay General Bancorp
Letter to Stockholders
2017
五十五周年是我們回顧多年成就的好時機；如我們創辦人所堅持的，國泰銀行總是放眼將
來，所以在
年展開了公司歷史上的第一次品牌重塑，以國泰銀行多年的品牌理念為基
礎，為未來重新思考及重塑公司的願景。國泰銀行的品牌是我們與顧客、員工、投資者及社
區攜手建立的旅程。從
年創立以來我們對服務顧客的堅持從未改變，我們相信如果能
與時俱進地呈現我們的故事及形象，可更有效地貼近現今大眾、家庭及企業所需。我們期望
與您分享我們的全新形象：初次於此業績報告，並在
2018
1962
2017
年的努力最近獲得福布斯雜誌的認同；它將我們評為
我們在
年全美最佳銀行榜的
第十二位，較去年攀升七位。這項殊榮再次印證了國泰銀行在社區中的重要位置，每一天堅
守崗位為顧客提供資金及日常重要銀行服務。我們的成功歸功於員工們的全力以赴。我們
感謝他們的服務及熱誠、對這份工作的自豪感、以及作為國泰大家庭的一份子。各位的投入
使這間出色的企業得以運作。
年帶來更多新面貌。
2018
我們也希望對最近過世的董事會成員邱智正醫生致意。邱醫生在
年加入公司；在此之
前他是萬通銀行及其控股公司萬通集團的董事會成員，服務長達十年。邱醫生是我們的摯
友及同事，也是南加州備受尊敬的醫生，我們會永遠懷念他的。
2003
感謝股東們對我們的信任及支持，我們承諾將竭盡所能保持穩定和持續增長的良好紀錄。
我們熱切期待往後日子的來臨，並感謝閣下參與我們的旅程。
戴斌
首席執行長兼總裁
鄭家發
董事會執行主席
2017 Annual Report 5
Financial Highlights
Financial highlights
(Dollars in thousands, except per share data)
2017
2016
Amount
Percentage
Increase/(Decrease)
For the Year
Net income
Net income per common share
Cash dividends paid per common share
At Year-End
Investment securities
Loans, net
Assets
Deposits
Stockholders’ equity
Book value per common share
Profitability Ratios
Return on average assets
Return on average stockholders’ equity
Capital Ratios
Common equity Tier 1 capital
Tier 1 capital ratio
Total capital ratio
Leverage ratio
$
176,042
2.17
0.87
$ 1,333,626
12,743,766
15,640,186
12,689,893
1,973,304
24.26
1.19%
9.10%
12.19%
12.19%
14.11%
10.35%
$
175,099
2.19
0.75
$ 1,314,345
11,077,315
14,520,769
11,674,726
1,828,539
22.80
1.31%
9.88%
12.84%
13.85%
14.97%
11.57%
$
943
(0.02)
0.12
$ 19,281
1,666,451
1,119,417
1,015,167
144,765
1.46
0.5%
(0.9)%
16.0%
1.5%
15.0%
7.7%
8.7%
7.9%
6.4%
Net Income
(in millions)
Assets
(in millions)
Stockholders’
Equity
(in millions)
$176
2017
$15,640
2017
$1,973
2017
$175
2016
$14,521
2016
$1,829
2016
$161
2015
$13,254
2015
$1,748
2015
$138
2014
$11,517
2014
$1,603
2014
6 Cathay General Bancorp
Milestones and Accomplishments
Milestones and
accomplishments
NASDAQ Opening Bell
To celebrate our 55th year in
business, the Cathay Board
of Directors, bank executives,
and guests rang the NASDAQ
opening bell on October 18, 2017.
55th Anniversary
Cathay Bank celebrated its
founding on April 19, 1962.
41st Annual Charity
Golf Tournament
Every year since 1976, Cathay
has held its signature charity
golf tournament to support
nonprofit organizations, raising
$116,210 in 2017 and more than
$1.7 million since inception.
Enhancing the Growth and
Success of Communities
In 2017 the Cathay Bank Foundation
contributed $2.3 million to 164
nonprofit organizations across our
nine-state presence, focusing on
affordable housing, community and
economic development, and education.
$2.3
million
The Oldest Operating
Chinese American Bank
Cathay Bank’s history was
recognized in two episodes of the
Footprints documentary series
produced by Phoenix Satellite
TV, one of the top Chinese media
companies in the world.
Customer Appreciation Events
We hosted customer appreciation
dinners—in Los Angeles, San
Francisco, New York, Seattle,
Chicago, Hong Kong, and Beijing—
to honor our long-term and new
customer relationships.
Acquisition of SinoPac Bancorp
and Far East National Bank
The two banks have grown alongside
each other in the same communities
and have shared similar attributes
and business values. The combined
bank is stronger, and customers will
benefit from a bigger branch network.
City of Hope Women’s
Cancers Program
Dunson Cheng served as the
inaugural chair of the Walk for Hope
Los Angeles 2017 event, which was
the most successful in its 21-year
history, raising $1.05 million overall for
research, treatment, and education.
Forbes Best Banks
in America 2018
Cathay General Bancorp named
the #12 Best Bank in America by
Forbes, the third consecutive year
the company has been ranked
among the top 20.
The Next Step in Our Journey
As we look ahead, we are refreshing
our look and feel to better reflect our
brand story, purpose, and promise to
our customers.
2017 Annual Report 7
Retail Banking
Always put the
customer first
Customers bank with Cathay because they are
confident about where they are going—and they
understand that Cathay Bank can help them reach
their goals.
In retail banking, that means working
with our relationship bankers who
know them and have direct access to
the bank’s resources, whether it’s a
milestone such as purchasing a home or
day-to-day banking. It means online and
mobile banking convenience to meet the
needs of a new generation of customers.
It means never forgetting that our
customers mean everything to us.
In 2017, we took great strides in making
the relationship banker the centerpiece
of the retail bank customer’s experience.
Through a comprehensive cross-training
program, we have enhanced our branch
bankers to assist customers to access
nearly all products and services, with
240 bankers certified by the end of 2017.
The bank continues to invest in
technology to satisfy the diverse needs
of our customer base. As always, we
welcome customers into our branches,
but we also know that new generations
of Cathay customers often approach
banking in a manner that fits their
lifestyle and unique journeys. And true
to our cultural heritage, we expanded
our Account Opening Witness Service
network, where customers in China can
apply to open Cathay Bank accounts,
thus broadening our ability to forge new
relationships.
I’m confident about my next step in life.
+7branches added in Fremont,
San Francisco, and Cupertino in
Northern California and in Arcadia,
City of Industry, Irvine, and Monterey
Park in Southern California.
8 Cathay General Bancorp
97%customer satisfaction rating
as measured by our Voice of
the Customer program
25.3%
increase in residential
mortgage loans
Home Mortgage
Let’s get you the home
of your dreams
Owning a home matters to many of our
customers and Cathay helps make it possible
for them to realize this deeply felt aspiration.
Our home mortgage business is designed
with two goals in mind. The first, to offer
exceptional customer service to make
home ownership possible. Whether you
are a newly established U.S. resident
or a foreign homebuyer with little or
non-traditional credit history, Cathay
Bank offers a variety of plans that may
fit our customers’ unique and differing
financial situations. And because we write
and retain our home loans, we are able to
streamline the documentation and loan
process, making financing faster and
simpler. We’re committed to serving the
communities in which we operate.
The bank achieved record performance in
home mortgage in 2017, with an increase
of 25.3% or $618 million in residential
mortgage loans. We introduced a
relationship discount on mortgage rates
for customers who enroll in auto payment
from an eligible Cathay Bank checking or
savings account so we can deepen our
relationships with them. We enhanced
our Community Home Buyers Program
to open further possibilities for low and
moderate income homebuyers.
By innovating products to bring more
and affordable home mortgages to our
customers, we continue to strengthen
our business—and customers can bank
with confidence with an organization that
wants to help them achieve what’s next.
In 2018, the bank plans to introduce an
online mortgage application portal so
that customers can gain convenience and
transparency in the home loan process.
Whether you want to buy a home
or refinance your mortgage —
whether or not you are a U.S.
resident—our home mortgage or
non-resident mortgage programs
may fit your needs.
2017 Annual Report
11
Commercial Lending
We help
businesses thrive
Growing a business takes dedicated bankers
and Cathay’s commercial lending teams are
there every step of the way.
We work hard to understand our
customers’ goals and where they want
to go next. More importantly, we do it
with purpose and conviction—committed
banking professionals providing
personalized service and meeting critical
deadlines along with unmatched flexibility.
As we continue to help our
established customers—as well as
the next generation of loyal business
owners—2017 saw sustained growth
in commercial real estate lending,
the backbone of our portfolio. For
diversification we expanded into
specialized lending verticals, adding
dedicated teams for Oil & Gas and
Asset Based Lending to our existing
High Tech Lending Division. We also
expanded our commercial lending team
to Las Vegas and grew our California
lending teams through the Far East
National Bank acquisition.
We amplified our SBA Department with
experienced lenders bringing to bear 70
years of seasoned expertise, doubling
loan size during the year, and increasing
the financing of change-of-ownership
and special-use properties. We improved
our Community Loan Program by
introducing Smart Micro Loans to
micro-enterprises, and increased the
maximum loan amount of our Premium
Smart Capital Loans, with simplified
requirements, streamlined application,
and minimal or no collateral.
We remain committed to facilitating
cross border relationships. This has
allowed us to provide unique insights
and introductions to help companies
in America build stronger trade ties, as
well as help overseas businesspeople
and investors expand or invest in the
U.S. With every customer touchpoint,
we strive to offer the exceptional service
that has been our hallmark.
12 Cathay General Bancorp
I’m optimistic about growing my
business venture.
$1.5mCathay doubled its average SBA loan
size to $1.5 million and increased the
total dollar amount funded by 111%.
9.5%
increase in commercial loans,
12.1% in commercial mortgage
loans, and 23.8% in real estate
construction loans
3,447
hours of community service
in 2017
14 Cathay General Bancorp
Employees and
community are
inseparable
We work in the communities where we live.
We know the names and faces of our customers.
And they trust us to do what we say we
will do. It takes a special person to work
at Cathay because when you put quality
people who can execute along with a
commitment to going the extra mile,
you create both satisfied customers
and an employee who is inspired by
their communities.
We open doors for people to become the
bankers they want to become. Friendly.
Knowledgeable. Always focused on their
customers’ success. We achieve this
through uncompromising training across
multiple banking disciplines, including
leadership, operations, and customer
service. Plus employees always have
the resources, support, and freedom
to deliver exceptional service. Because
when employees feel good about
themselves and who they serve, they
want to give back.
So it’s not surprising that our employees
have integrated themselves into their
communities through giving, fundraising
events, and community leadership—
including Walk for Hope, Junior
Achievement, and our signature Charity
Golf Tournament. And the bank itself
contributes as well, with outreach such as
the Community Home Buyers Program
and the Smart Micro Loan, to meet the
needs of those in our community trying
to achieve their American dream.
Our People
I’m energized by what’s possible for
my community.
$260k
raised by Cathay employees,
families, and friends for Walk for
Hope Los Angeles in 2017.
2017 Annual Report
15
Corporate Information
Corporate information
Board of Directors
Dunson K. Cheng
Executive Chairman of the
Board of Cathay General
Bancorp and Cathay Bank
Peter Wu
Vice Chairman of the Board
of Cathay General Bancorp
and Cathay Bank
Anthony M. Tang
Vice Chairman of the Board
of Cathay General Bancorp
and Cathay Bank
Michael M.Y. Chang
Retired Attorney and former
Secretary of Cathay General
Bancorp and Cathay Bank
Kelly L. Chan
VP of Finance, Phoenix
Bakery Inc. and Certified
Public Accountant
Nelson Chang
President of Pacific
Communities Builder, Inc.
Felix S. Fernandez
Retired Banker
Jane Jelenko
Retired Financial Services
Partner of KPMG LLP
Ting Y. Liu
Retired Investor
Joseph C.H. Poon
President of Edward
Properties, LLC
Richard Sun, DDS, is the newest member of the Boards of Directors of Cathay Bank and
Cathay General Bancorp. Dr. Sun is the President of SSS Development, Inc., a real estate
investment, development, and management company. He received his DDS in Dentistry in
1982 and practiced for 18 years. He also previously served as Mayor and Council Member for
the City of San Marino, California. Dr. Sun has more than 30 years of experience in real estate
investment and 10 years of experience serving on the boards of financial institutions; he was
on the Board of Directors of Trust Bank (1995–2004) and Omni Bank (2008–2009). He served
on the Board of Governors of the Los Angeles County Natural History Museum and is a current
Board Member and former President of the Chinese American Elected Officials, a nonprofit
organization that focuses on civic engagement, membership education, and community
outreach. He is also a Board Member of Cathay Bank Foundation.
Pin Tai
Chief Executive Officer,
President, and Director
of Cathay Bank
Irwin Wong
Senior Executive Vice
President and Chief
Operating Officer
Heng W. Chen
Executive Vice President
and Chief Financial Officer
Mark H. Lee
Executive Vice President
and Chief Credit Officer
Kim R. Bingham
Executive Vice President
and Chief Risk Officer
Other Executive
Vice Presidents
Eddie Chang
Executive Vice President
and Manager, Corporate
Commercial Real Estate and
Construction Lending
Shu-Yuan Lai
Executive Vice President
and Chief Lending Officer
Chang Liu
Executive Vice President
and Chief Lending Officer
Allen Peng
Executive Vice President and
Chief Retail Administrator
Veronica Tsang
Executive Vice President and
Chief Retail Administrator
Kelly Wu
Executive Vice President,
Corporate Banking Division
Pin Tai
Chief Executive Officer and
President of Cathay General
Bancorp and Cathay Bank
Richard Sun
President of SSS
Development, Inc.
Cathay General
Bancorp
Dunson K. Cheng
Executive Chairman
of the Board
Peter Wu
Vice Chairman of the Board
Anthony M. Tang
Vice Chairman of the Board
Pin Tai
Chief Executive Officer
and President
Heng W. Chen
Executive Vice President,
Chief Financial Officer,
and Treasurer
Lisa L. Kim
Senior Vice President,
General Counsel, and
Secretary
Cathay Bank
Executive Officers
Dunson K. Cheng
Executive Chairman
of the Board
16 Cathay General Bancorp
Form 10-K
2017 Annual Report
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2017
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 001-31830
Cathay General Bancorp
(Exact name of Registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
95-4274680
(I.R.S. Employer Identification No.)
777 North Broadway, Los Angeles, California
(Address of principal executive offices)
90012
(Zip Code)
Registrant’s telephone number, including area code: (213) 625-4700
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common Stock, $.01 par value
Warrants to purchase shares of Common Stock
(expiring December 5, 2018)
Name of each exchange on which registered
NASDAQ Global Select Market
NASDAQ Global Select Market
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☑
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for
such shorter period that the registrant was required to submit and post such files). Yes ☑ No ☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this Form 10-K. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller
reporting company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth
company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ☑
Non-accelerated filer ☐
(Do not check if a smaller reporting company)
Accelerated filer ☐
Smaller reporting company☐
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑
The aggregate market value of the voting stock held by non-affiliates of the registrant, computed by reference to the price at which
the common equity was last sold as of the last business day of the registrant’s most recently completed second fiscal quarter (June 30,
2017) was $2,841,997,892. This value is estimated solely for the purposes of this cover page. The market value of shares held by registrant’s
directors, executive officers, and Employee Stock Ownership Plan have been excluded because they may be considered to be affiliates of
the registrant.
As of February 15, 2018, there were 81,117,521 shares of common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of Registrant’s definitive proxy statement relating to Registrant’s 2018 Annual Meeting of Stockholders, which will be filed within
120 days of the fiscal year ended December 31, 2017, are incorporated by reference in this Form 10-K in response to Part III, Items 10, 11,
12, 13 and 14 of this Form 10-K .
CATHAY GENERAL BANCORP
2017 ANNUAL REPORT ON FORM 10-K
TABLE OF CONTENTS
3
..........................................................................................................................................................................
PART I
3
Item 1. Business .............................................................................................................................................................
Executive Officers of the Registrant ...................................................................................................................................
9
Item 1A. Risk Factors ........................................................................................................................................................ 23
Item 1B. Unresolved Staff Comments .............................................................................................................................. 39
Item 2.
Properties ........................................................................................................................................................... 39
Item 3. Legal Proceedings .............................................................................................................................................. 39
Item 4. Mine Safety Disclosures ..................................................................................................................................... 40
PART II ........................................................................................................................................................................... 40
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities .........................................................................................................................................................
40
Selected Financial Data ...................................................................................................................................... 43
Item 6.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations ............................. 45
Item 7A. Quantitative and Qualitative Disclosures about Market Risk ............................................................................. 78
Item 8.
Financial Statements and Supplementary Data .................................................................................................. 82
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure ............................ 82
Item 9A. Controls and Procedures..................................................................................................................................... 82
Item 9B. Other Information ............................................................................................................................................... 85
PART III ........................................................................................................................................................................... 85
Item 10. Directors, Executive Officers and Corporate Governance ................................................................................. 85
Item 11. Executive Compensation .................................................................................................................................... 85
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters ........... 86
Item 13. Certain Relationships and Related Transactions, and Director Independence ................................................... 86
Item 14. Principal Accounting Fees and Services ............................................................................................................ 86
PART IV ........................................................................................................................................................................... 86
Item 15. Exhibits, Financial Statement Schedules ............................................................................................................ 86
SIGNATURES .................................................................................................................................................................... 92
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Forward-Looking Statements
In this Annual Report on Form 10-K, the term “Bancorp” refers to Cathay General Bancorp and the term “Bank” refers
to Cathay Bank. The terms “Company,” “we,” “us,” and “our” refer to Bancorp and the Bank collectively. The statements
in this report include forward-looking statements within the meaning of the applicable provisions of the Private Securities
Litigation Reform Act of 1995 regarding management’s beliefs, projections, and assumptions concerning future results and
events. We intend such forward-looking statements to be covered by the safe harbor provision for forward-looking statements
in these provisions. All statements other than statements of historical fact are “forward-looking statements” for purposes of
federal and state securities laws, including statements about anticipated future operating and financial performance,
financial position and liquidity, growth opportunities and growth rates, growth plans, acquisition and divestiture
opportunities, business prospects, strategic alternatives, business strategies, financial expectations, regulatory and
competitive outlook, investment and expenditure plans, financing needs and availability, and other similar forecasts and
statements of expectation and statements of assumptions underlying any of the foregoing. Words such as “aims,”
“anticipates,” “believes,” “can,” “could,” “estimates,” “expects,” “hopes,” “intends,” “may,” “plans,” “projects,”
“seeks,” “shall,” “should,” “will,” “predicts,” “potential,” “continue,” “possible,” “optimistic,” and variations of these
words and similar expressions are intended to identify these forward-looking statements. Forward-looking statements by us
are based on estimates, beliefs, projections, and assumptions of management and are not guarantees of future performance.
These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ
materially from our historical experience and our present expectations or projections. Such risks and uncertainties and other
factors include, but are not limited to, adverse developments or conditions related to or arising from:
● U.S. and international business and economic conditions;
● possible additional provisions for loan losses and charge-offs;
●
●
credit risks of lending activities and deterioration in asset or credit quality;
extensive laws and regulations and supervision that we are subject to, including potential supervisory action by
bank supervisory authorities;
increased costs of compliance and other risks associated with changes in regulation, including the
implementation of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”);
●
compliance with the Bank Secrecy Act and other money laundering statutes and regulations;
liquidity risk;
fluctuations in interest rates;
risks associated with acquisitions and the expansion of our business into new markets;
inflation and deflation;
real estate market conditions and the value of real estate collateral;
environmental liabilities;
● higher capital requirements from the implementation of the Basel III capital standards;
●
● potential goodwill impairment;
●
●
●
●
●
●
● our ability to compete with larger competitors;
● our ability to retain key personnel;
●
● natural disasters and geopolitical events;
● general economic or business conditions in Asia, and other regions where the Bank has operations;
●
failures, interruptions, or security breaches of our information systems;
● our ability to adapt our systems to the expanding use of technology in banking;
●
● adverse results in legal proceedings;
●
●
the impact of regulatory enforcement actions, if any;
certain provisions in our charter and bylaws that may affect acquisition of the Company;
successful management of reputational risk;
risk management processes and strategies;
1
changes in accounting standards or tax laws and regulations;
●
● market disruption and volatility;
●
●
fluctuations in the Bancorp’s stock price;
restrictions on dividends and other distributions by laws and regulations and by our regulators and our capital
structure;
issuances of preferred stock;
capital level requirements and successfully raising additional capital, if needed, and the resulting dilution of
interests of holders of our common stock; and
the soundness of other financial institutions.
●
●
●
These and other factors are further described in this Annual Report on Form 10-K (at Item 1A in particular), the
Company’s other reports filed with the Securities and Exchange Commission (the “SEC”) and other filings the Company
makes with the SEC from time to time. Actual results in any future period may also vary from the past results discussed in
this report. Given these risks and uncertainties, readers are cautioned not to place undue reliance on any forward-looking
statements, which speak to the date of this report. We have no intention and undertake no obligation to update any forward-
looking statement or to publicly announce any revision of any forward-looking statement to reflect future developments or
events, except as required by law.
2
PART I
Item 1. Business.
Business of Bancorp
Overview
Cathay General Bancorp (the “Bancorp” on a parent-only basis, and the “Company,” “we” or “our” on a consolidated
basis) is a corporation that was organized in 1990 under the laws of the State of Delaware. The Bancorp is the holding
company of Cathay Bank, a California state-chartered commercial bank (“Cathay Bank” or the “Bank”), eight limited
partnerships investing in affordable housing investments in which the Bank is the sole limited partner, GBC Venture Capital,
Inc., and Asia Realty Corp. The Bancorp also own 100% of the common stock of five statutory business trusts created for
the purpose of issuing capital securities. Our principal place of business is currently located at 777 North Broadway, Los
Angeles, California 90012, and our telephone number at that location is (213) 625-4700. In addition, certain of our
administrative offices are located in El Monte, California, and our address there is 9650 Flair Drive, El Monte, California
91731. Our common stock is traded on the NASDAQ Global Select Market, and our trading symbol is “CATY”.
The Bancorp is regulated as a bank holding company by the Board of Governors of the Federal Reserve System (“Federal
Reserve”). Cathay Bank is regulated as a California commercial bank by the California Department of Business Oversight
(“DBO”) and the Federal Deposit Insurance Corporation (“FDIC”).
Subsidiaries of Bancorp
In addition to its wholly-owned bank subsidiary, the Bancorp has the following subsidiaries:
Cathay Capital Trust I, Cathay Statutory Trust I, Cathay Capital Trust II, Cathay Capital Trust III and Cathay Capital
Trust IV. The Bancorp established Cathay Capital Trust I in June 2003, Cathay Statutory Trust I in September 2003, Cathay
Capital Trust II in December 2003, Cathay Capital Trust III in March 2007, and Cathay Capital Trust IV in May 2007
(collectively, the “Trusts”) as wholly-owned subsidiaries. The Trusts are statutory business trusts. The Trusts issued capital
securities representing undivided preferred beneficial interests in the assets of the Trusts. The Trusts exist for the purpose of
issuing the capital securities and investing the proceeds thereof, together with proceeds from the purchase of the common
securities of the Trusts by the Bancorp, in a certain series of securities issued by us, with similar terms to the relevant series
of securities issued by each of the Trusts, which we refer to as “Junior Subordinated Notes.” The Bancorp guarantees, on a
limited basis, payments of distributions on the capital securities of the Trusts and payments on redemption of the capital
securities of the Trusts. The Bancorp is the owner of all the beneficial interests represented by the common securities of the
Trusts. The purpose of issuing the capital securities was to provide the Company with a cost-effective means of obtaining
Tier 1 capital for regulatory purposes. Because the Bancorp is not the primary beneficiary of the Trusts, the financial
statements of the Trusts are not included in our Consolidated Financial Statements.
GBC Venture Capital, Inc. The business purpose of GBC Venture Capital, Inc. is to hold equity interests (such as options
or warrants) received as part of business relationships and to make equity investments in companies and limited partnerships
subject to applicable regulatory restrictions.
Asia Realty Corp. Asia Realty Corp. was incorporated in January 2013 for the purpose of holding other real estate owned
and became a subsidiary of the Bancorp as a result of the acquisition of Asia Bancshares. Asia Realty Corp. owned one
foreclosed property with a carrying value of $3.0 million at December 31, 2017.
Competition
The Bancorp’s primary business is to act as the holding company for the Bank. Accordingly, the Bancorp faces the same
competitive pressures as those expected by the Bank. For a discussion of those risks, see “Business of the Bank —
Competition” below under this Item 1.
3
Employees
Due to the limited nature of the Bancorp’s activities as a bank holding company, the Bancorp currently does not employ
any persons other than the Bancorp’s management, which includes the Chief Executive Officer and President, Executive
Chairman, the Chief Financial Officer, Executive Vice Presidents, the Secretary and General Counsel, and the Assistant
Secretary. See also “Business of the Bank — Employees” below under this Item 1. In the future, the Bancorp may become
an operating company or may engage in such other activities or acquire such other businesses as may be permitted by
applicable law.
Business of the Bank
General
Cathay Bank was incorporated under the laws of the State of California on August 22, 1961, is licensed by the DBO, and
commenced operations as a California state-chartered bank on April 19, 1962. Cathay Bank is an insured bank under the
Federal Deposit Insurance Act by the FDIC, but it is not a member of the Federal Reserve.
The Bank’s head office is located in the Chinatown area of Los Angeles, at 777 North Broadway, Los Angeles, California
90012. In addition, as of December 31, 2017, the Bank has branch offices in Southern California (28 branches), Northern
California (15 branches), New York (12 branches), Illinois (three branches), Washington (three branches), Texas (two
branches), Maryland (one branch), Massachusetts (one branch), Nevada (one branch), New Jersey (one branch), and Hong
Kong (one branch) and a representative office in Shanghai and in Taipei. Deposit accounts at the Hong Kong branch are not
insured by the FDIC. Each branch has loan approval rights subject to the branch manager’s authorized lending limits. Current
activities of the Shanghai and Taipei representative offices are limited to coordinating the transportation of documents to the
Bank’s head office and performing liaison services.
Our primary market area is defined by the Community Reinvestment Act (the “CRA”) delineation, which includes the
contiguous areas surrounding each of the Bank’s branch offices. It is the Bank’s policy to reach out and actively offer services
to low and moderate income groups in the delineated branch service areas. Many of the Bank’s employees speak both English
and one or more Chinese dialects or Vietnamese, and are thus able to serve the Bank’s English, Chinese and Vietnamese
speaking customers.
As a commercial bank, the Bank accepts checking, savings, and time deposits, and makes commercial, real estate,
personal, home improvement, automobile, and other installment and term loans. From time to time, the Bank invests available
funds in other interest-earning assets, such as U.S. Treasury securities, U.S. government agency securities, state and
municipal securities, mortgage-backed securities, asset-backed securities, corporate bonds, and other security investments.
The Bank also provides letters of credit, wire transfers, forward currency spot and forward contracts, traveler’s checks, safe
deposit, night deposit, Social Security payment deposit, collection, bank-by-mail, drive-up and walk-up windows, automatic
teller machines (“ATM”), Internet banking services, and other customary bank services.
The Bank primarily services individuals, professionals, and small to medium-sized businesses in the local markets in
which its branches are located and provides commercial mortgage loans, commercial loans, U.S. Small Business
Administration (“SBA”) loans, residential mortgage loans, real estate construction loans, home equity lines of credit, and
installment loans to individuals for automobile, household, and other consumer expenditures.
Through its Cathay Wealth Management business unit, the Bank provides its customers the ability to trade securities
online and to purchase mutual funds, annuities, equities, bonds, and short-term money market instruments. As of December
31, 2017, all securities and insurance products provided by Cathay Wealth Management are offered by, and all financial
consultants are registered with, Cetera Financial Services, a registered securities broker/dealer and licensed insurance agency
and member of the Financial Industry Regulatory Authority and Security Investor Protection Corporation. Cetera Financial
Services and Cathay Bank are independent entities. The securities and insurance products offered by Cetera Financial
Services are not insured by the FDIC.
4
Securities
The Bank’s securities portfolio is managed in accordance with a written investment policy which addresses strategies,
types, and levels of allowable investments, and which is reviewed and approved by our Board of Directors on an annual basis.
Our investment portfolio is managed to meet our liquidity needs through proceeds from scheduled maturities and is also
utilized for pledging requirements for deposits of state and local subdivisions, securities sold under repurchase agreements,
and Federal Home Loan Bank (“FHLB”) advances. The portfolio is comprised of U.S. government securities, mortgage-
backed securities, collateralized mortgage obligations, corporate debt instruments, and mutual funds.
Information concerning the carrying value, maturity distribution, and yield analysis of the Company’s securities portfolio
as well as a summary of the amortized cost and estimated fair value of the Bank’s securities by contractual maturity is
included in Part II — Item 7 — “Management’s Discussion and Analysis of Financial Condition and Results of Operations,”
and in Note 4 to the Consolidated Financial Statements.
Loans
The Bank’s Board of Directors and senior management establish, review, and modify the Bank’s lending policies. These
policies include (as applicable) an evaluation of a potential borrower’s financial condition, ability to repay the loan, character,
secondary repayment sources (such as guaranties), quality and availability of collateral, capital, leverage capacity and
regulatory guidelines, market conditions for the borrower’s business or project, and prevailing economic trends and
conditions. Loan originations are obtained through a variety of sources, including existing customers, walk-in customers,
referrals from brokers or existing customers, and advertising. While loan applications are accepted at all branches, the Bank’s
centralized document department supervises the application process including documentation of loans, review of appraisals,
and credit reports.
Commercial Mortgage Loans. Commercial mortgage loans are typically secured by first deeds of trust on commercial
properties. Our commercial mortgage portfolio includes primarily commercial retail properties, shopping centers, and owner-
occupied industrial facilities, and, secondarily, office buildings, multiple-unit apartments, hotels, and multi-tenanted
industrial properties.
The Bank also makes medium-term commercial mortgage loans which are generally secured by commercial or industrial
buildings where the borrower uses the property for business purposes or derives income from tenants.
Commercial Loans. The Bank provides financial services to diverse commercial and professional businesses in its market
areas. Commercial loans consist primarily of short-term loans (normally with a maturity of up to one year) to support general
business purposes, or to provide working capital to businesses in the form of lines of credit to finance trade. The Bank
continues to focus primarily on commercial lending to small-to-medium size businesses within the Bank’s geographic
market areas. The Bank participates or syndicates loans, typically more than $25 million in principal amount, with other
financial institutions to limit its credit exposure. Commercial loan pricing is generally at a rate tied to the prime rate, as
quoted in The Wall Street Journal, or the Bank’s reference rate.
SBA Loans. The Bank originates SBA loans under the national “preferred lender” status. Preferred lender status is granted
to a lender that has made a certain number of SBA loans and which, in the opinion of the SBA, has staff qualified and
experienced in small business loans. As a preferred lender, the Bank’s SBA Lending Group has the authority to issue, on
behalf of the SBA, the SBA guaranty on loans under the 7(a) program which may result in shortening the time it takes to
process a loan. In addition, under this program, the SBA delegates loan underwriting, closing, and most servicing and
liquidation authority and responsibility to selected lenders.
5
The Bank utilizes both the 504 program, which is focused on long-term financing of buildings and other long-term fixed
assets, and the 7(a) program, which is the SBA’s primary loan program and which can be used for financing of a variety of
general business purposes such as acquisition of land, buildings, equipment and inventory and working capital needs of
eligible businesses generally over a 5- to 25-year term. The collateral position in the SBA loans is enhanced by the SBA
guaranty in the case of 7(a) loans, and by lower loan-to-value ratios under the 504 program. The Bank has sold, and may in
the future sell, the guaranteed portion of certain of its SBA 7(a) loans in the secondary market. SBA loan pricing is generally
at a rate tied to the prime rate, as quoted in The Wall Street Journal.
Residential Mortgage Loans. The Bank originates single-family-residential mortgage loans. The single-family-
residential mortgage loans are comprised of conforming, nonconforming, and jumbo residential mortgage loans, and are
secured by first or subordinate liens on single (one-to-four) family residential properties. The Bank’s products include a
fixed-rate residential mortgage loan and an adjustable-rate residential mortgage loan. Mortgage loans are underwritten in
accordance with the Bank’s and regulatory guidelines, on the basis of the borrower’s financial capabilities, an independent
appraisal of the value of the property, historical loan quality, and other factors deemed relevant by the Bank’s underwriting
personnel. The Bank retains all mortgage loans it originates in its portfolio. As such, the Bank was not impacted by the rule
pertaining to risk retention implementing the risk retention requirements of the Dodd-Frank Wall Street Reform and
Consumer Protection Act (the “Dodd-Frank Act”), since the Bank does not securitize any of the loans it originates in its
portfolio.
Real Estate Construction Loans. The Bank’s real estate construction loan activity focuses on providing short-term loans
to individuals and developers, primarily for the construction of multi-unit projects. Residential real estate construction loans
are typically secured by first deeds of trust and guarantees of the borrower. The economic viability of the projects, borrower’s
credit worthiness, and borrower’s and contractor’s experience are primary considerations in the loan underwriting decision.
The Bank utilizes approved independent licensed appraisers and monitors projects during the construction phase through
construction inspections and a disbursement program tied to the percentage of completion of each project. The Bank also
occasionally makes unimproved property loans to borrowers who intend to construct a single-family residence on their lots
generally within twelve months. In addition, the Bank makes commercial real estate construction loans to high net worth
clients with adequate liquidity for construction of office and warehouse properties. Such loans are typically secured by first
deeds of trust and are guaranteed by the borrower.
Home Equity Lines of Credit. The Bank offers variable-rate home equity lines of credit that are secured by the borrower’s
home. The pricing on the variable-rate home equity line of credit is generally at a rate tied to the prime rate, as quoted in The
Wall Street Journal, or the Bank’s reference rate. Borrowers may use this line of credit for home improvement financing,
debt consolidation and other personal uses.
Installment Loans. Installment loans tend to be fixed rate and longer-term (one-to-six year maturities). These loans are
funded primarily for the purpose of financing the purchase of automobiles and other personal uses of the borrower.
Distribution and Maturity of Loans. Information concerning types, distribution, and maturity of loans is included in Part
II — Item 7 — “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and in Note 5
to the Consolidated Financial Statements.
6
Asset Quality
The Bank’s lending and credit policies require management to regularly review the Bank’s loan portfolio so that the
Bank can monitor the quality of its assets. If during the ordinary course of business, management becomes aware that a
borrower may not be able to meet the contractual payment obligations under a loan, then that loan is supervised more closely
with consideration given to placing the loan on non-accrual status, the need for an additional allowance for loan losses, and
(if appropriate) partial or full charge-off.
Under the Bank’s current policy, a loan will generally be placed on a non-accrual status if interest or principal is past due
90 days or more, or in cases where management deems the full collection of principal and interest unlikely. When a loan is
placed on non-accrual status, previously accrued but unpaid interest is reversed and charged against current income, and
subsequent payments received are generally first applied towards the outstanding principal balance of the loan. Depending
on the circumstances, management may elect to continue the accrual of interest on certain past due loans if partial payment
is received or the loan is well-collateralized, and in the process of collection. The loan is generally returned to accrual status
when the borrower has brought the past due principal and interest payments current and, in the opinion of management, the
borrower has demonstrated the ability to make future payments of principal and interest as scheduled. A non-accrual loan
may also be returned to accrual status if all principal and interest contractually due are reasonably assured of repayment
within a reasonable period and there has been a sustained period of payment performance, generally six months.
Information concerning non-performing loans, restructured loans, allowance for credit losses, loans charged-off, loan
recoveries, and other real estate owned is included in Part II — Item 7 — “Management’s Discussion and Analysis of
Financial Condition and Results of Operations,” and in Note 5 to the Consolidated Financial Statements.
Deposits
The Bank offers a variety of deposit products in order to meet its customers’ needs. As of December 31, 2017, the Bank
offered passbook accounts, checking accounts, money market deposit accounts, certificates of deposit, individual retirement
accounts, and public funds deposits. These products are priced in order to promote growth of deposits in a safe and sound
manner.
The Bank’s deposits are generally obtained from residents within its geographic market area. The Bank utilizes traditional
marketing methods to attract new customers and deposits, by offering a wide variety of products and services and utilizing
various forms of advertising media. From time to time, the Bank may offer special deposit promotions. Information
concerning types of deposit accounts, average deposits and rates, and maturity of time deposits is included in Part II —
Item 7 — “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and in Note 8 to the
Consolidated Financial Statements.
Borrowings
Borrowings from time to time include securities sold under agreements to repurchase, the purchase of federal funds, funds
obtained as advances from the FHLB, borrowing from other financial institutions, and the issuance of Junior Subordinated
Notes. Information concerning the types, amounts, and maturity of borrowings is included in in Part II — Item 7 —
“Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and in Note 9 and Note 10 to
the Consolidated Financial Statements.
Return on Equity and Assets
Information concerning the return on average assets, return on average stockholders’ equity, the average equity to assets
ratio and the dividend payout ratio is included in Part II — Item 7 — “Management’s Discussion and Analysis of Financial
Condition and Results of Operations.”
7
Interest Rates and Differentials
Information concerning the interest-earning asset mix, average interest-earning assets, average interest-bearing liabilities,
and the yields on interest-earning assets and interest-bearing liabilities is included in Part II — Item 7 — “Management’s
Discussion and Analysis of Financial Condition and Results of Operations.”
Analysis of Changes in Net Interest Income
An analysis of changes in net interest income due to changes in rate and volume is included in Part II — Item 7 —
“Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Commitments and Letters of Credit
Information concerning the Bank’s outstanding loan commitments and letters of credit is included in Note 13 to the
Consolidated Financial Statements.
Expansion
We have engaged in expansion through acquisitions and may consider acquisitions in the future in order to compete for
new deposits and loans, and to be able to serve our customers more effectively.
In July 2017, we purchased from Bank SinoPac Co. Ltd. all of the issued and outstanding share capital of SinoPac
Bancorp, the parent of Far East National Bank (“FENB”), for an aggregate purchase price of $351.6 million plus additional
post closing payments based on the realization of certain assets of FENB. We issued 926,192 shares of common stock as
consideration and the remainder of the consideration is payable in cash. SinoPac Bancorp was merged with and into Cathay
General Bancorp on July 17, 2017 and subsequently, on October 27, 2017, FENB was merged into Cathay Bank. At the date
of acquisition, the total value of assets purchased was $1.2 billion including total gross loans of $705.8 million, investments
of $107.9 million, and core deposit intangibles of $6.1 million. The total value of deposits purchased was $813.9 million.
The acquisition allowed us to expand the number of our branches in California and is expected to result in a gain of
approximately $5.6 million. The purchase accounting adjustments are preliminary and subject to finalization during the one-
year measurement period from the date of the acquisition.
Subsidiaries of Cathay Bank
Cathay New Asia Community Development Corporation (“CNACDC”) was formed in October 2006 for the purpose of
assuming New Asia Bank’s pre-existing New Markets Tax Credit activities in the greater Chicago area by providing or
facilitating the availability of capital to businesses and real estate developers working to renovate these neighborhoods.
Cathay Holdings LLC (“CHLLC”) was incorporated in December 2007, Cathay Holdings 2 LLC (“CHLLC2”) was
incorporated in January 2008, and Cathay Holdings 3 LLC (“CHLLC3”) was incorporated in December 2008. The purpose
of these subsidiaries is to hold other real estate owned in the state of Texas that was transferred from the Bank. As of
December 31, 2017, CHLLC owned properties with a carrying value of $1.2 million. CHLLC2 and CHLLC3 did not own
property at December 31, 2017.
Competition
We face substantial competition for deposits, loans and other banking services, as well as for acquisitions, opportunities,
from the numerous banks and financial institutions that operate in our market areas. We also compete for loans and deposits,
as well as other banking services, such as payment services, with savings and loan associations, savings banks, brokerage
houses, insurance companies, mortgage companies, credit unions, credit card companies and other financial and non-financial
institutions and entities.
8
In California, one larger Chinese-American bank competes for loans and deposits with the Bank and at least two super-
regional banks compete with the Bank for deposits. In addition, there are many other banks that target the Chinese-American
communities in both Southern and Northern California. Banks from the Pacific Rim countries, such as Taiwan, Hong Kong,
and China also continue to open branches in the Los Angeles area, thus increasing competition in the Bank’s primary markets.
See discussion below in Part I — Item 1A — “Risk Factors.”
To compete with other financial institutions in its primary service areas, the Bank relies principally upon personal
contacts by its officers, directors, employees, and stockholders, our long established relationships with the Chinese-American
communities, the Bank’s responsiveness to customer needs, local promotional activities, availability and pricing of loan and
deposit products, extended hours on weekdays, Saturday banking in certain locations, Internet banking, an Internet website
(www.cathaybank.com), and other specialized services. The content of our website is not incorporated into and is not part of
this Annual Report on Form 10-K.
If a proposed loan exceeds the Bank’s internal lending limits, the Bank has, in the past, and may in the future, arrange the
loan on a participation or syndication basis with correspondent banks. The Bank also assists customers requiring other
services not offered by the Bank to obtain these services from its correspondent banks.
Employees
As of December 31, 2017, the Bank and its subsidiaries employed approximately 1,271 persons, including 625 banking
officers. None of the employees are represented by a union. We believe that our employer-employee relations are good.
Executive Officers of the Registrant
The table below sets forth the names, ages, and positions at the Bancorp and the Bank of all executive officers of the
Company as of February 15, 2018.
Name
Dunson K. Cheng ................... 73
Age
Pin Tai .................................... 63
Irwin Wong .......................... 69
Heng W. Chen ........................ 65
Mark H. Lee ........................... 55
Present Position and Principal Occupation During the Past Five Years
Executive Chairman of the Boards of Directors of the Bancorp and the Bank since
October 2016; Director of the Bancorp since 1990; Director of the Bank since 1982;
Chairman of the Boards of Directors of the Bancorp and the Bank from 1994 to
September 2016; President of the Bank from 1985 to March 2015; President and
Chief Executive Officer of the Bancorp from 1990 to September 2016.
Director of the Bancorp since August 2017; Chief Executive Officer and President of
the Bancorp since October 2016; Chief Executive Officer of the Bank since October
2016; Director and President of the Bank since April 2015; Chief Lending Officer of
the Bank from 2013 to March 2015; Executive Vice President of the Bank from 2006
to 2015; Deputy Chief Lending Officer and General Manager of Eastern Regions of
the Bank from 2010 to 2013; General Manager of Eastern Regions of the Bank from
2006 to 2009.
Chief Operating Officer of the Bank since April 2015; Senior Executive Vice
President since 2014, Chief Retail Administration and Regulatory Affairs Officer of
the Bank from January 2014 to March 2015; Executive Vice President and Chief Risk
Officer of the Bank from 2011 to 2013; Executive Vice President-Branch
Administration of the Bank from 1999 to 2011.
Executive Vice President, Chief Financial Officer, and Treasurer of the Bancorp
since 2003; Executive Vice President of the Bank since 2003; Chief Financial Officer
of the Bank since 2004.
Executive Vice President and Chief Credit Officer of the Bank since December 2017;
Executive Vice President and Special Advisor to the Office of the President of the
Bank from April 2017 to December 2017; Senior Executive Vice President and Head
of Corporate Banking of Bank of Hope (formerly known as BBCN Bank) from 2016
to 2017; Senior Executive Vice President and Chief Credit Officer of BBCN Bank
(formerly known as Nara Bank) from 2009 to 2016; and Senior Vice President and
Deputy Chief Credit Officer of East West Bank from 2007 to 2009.
Kim R. Bingham .................. 61
Chief Risk Officer of the Bank since 2014; Executive Vice President of the Bank
since 2004; Chief Credit Officer of the Bank from 2004 to 2013.
9
Available Information
We invite you to visit our website at www.cathaygeneralbancorp.com, to access free of charge the Bancorp's Annual
Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports,
all of which are made available as soon as reasonably practicable after we electronically file such material with or furnish it
to the SEC. The content of our website is not incorporated into and is not part of this Annual Report on Form 10-K. In
addition, you can write to us to obtain a free copy of any of those reports at Cathay General Bancorp, 9650 Flair Drive, El
Monte, California 91731, Attn: Investor Relations. These reports are also available through the SEC’s Public Reference
Room, located at 100 F Street NE, Washington, DC 20549 and online at the SEC’s website, located at www.sec.gov. Investors
can obtain information about the operation of the SEC’s Public Reference Room by calling 800-SEC-0330.
Regulation and Supervision
General
Bank holding companies and their bank and non-bank subsidiaries are subject to significant regulation and restrictions by
federal and state laws and regulatory agencies. These laws, regulations and restrictions, which may affect the cost of doing
business, limit permissible activities and expansion or impact the competitive balance between banks and other financial
services providers, are intended primarily for the protection of depositors and the FDIC’s Deposit Insurance Fund, and
secondarily for the stability of the U.S. banking system. They are not intended for the benefit of stockholders of financial
institutions. The following discussion of key statutes and regulations to which the Bancorp and the Bank are subject is a
summary and does not purport to be complete nor does it address all applicable statutes and regulations. This discussion is
qualified in its entirety by reference to the full statutes and regulations.
Additional initiatives may be proposed or introduced before Congress, the California Legislature, and other governmental
bodies in the future. Such proposals, if enacted, may further alter the structure, regulation, and competitive relationship among
financial institutions and may subject us to increased supervision and disclosure and reporting requirements. In addition, the
various bank regulatory agencies often adopt new rules and regulations and policies to implement and enforce existing
legislation. It cannot be predicted whether, or in what form, any such legislation or regulatory changes in policy may be
enacted or the extent to which the business of the Bank would be affected thereby. The outcome of examinations, any
litigation, or any investigations initiated by state or federal authorities also may result in necessary changes in our operations
and increased compliance costs.
10
Bank Holding Company and Bank Regulation
The Bancorp is a bank holding company within the meaning of the Bank Holding Company Act and is registered as such
with the Federal Reserve. The Bancorp is also a bank holding company within the meaning of Section 3700 of the California
Financial Code. Therefore, the Bancorp and any of its subsidiaries are subject to examination by, and may be required to file
reports with, the DBO. DBO approvals are also required for bank holding companies to acquire control of banks. As a
California commercial bank, the deposits of which are insured by the FDIC, the Bank is subject to regulation, supervision,
and regular examination by the DBO and by the FDIC, as the Bank’s primary federal regulator, and must additionally comply
with certain applicable regulations of the Federal Reserve.
The wide range of requirements and restrictions contained in both federal and state banking laws include:
● Requirements that bank holding companies and banks file periodic reports.
● Requirements that bank holding companies and banks meet or exceed minimum capital requirements (see “Capital
Adequacy Requirements” below).
● Requirements that bank holding companies serve as a source of financial and managerial strength for their banking
subsidiaries. In addition, the regulatory agencies have “prompt corrective action” authority to limit activities and
require a limited guaranty of a required bank capital restoration plan by a bank holding company if the capital of a
bank subsidiary falls below capital levels required by the regulators. (See “Source of Strength” and “Prompt
Corrective Action Provisions” below.)
● Limitations on dividends payable to stockholders. The Bancorp’s ability to pay dividends is subject to legal and
regulatory restrictions. A substantial portion of the Bancorp’s funds to pay dividends or to pay principal and interest
on our debt obligations is derived from dividends paid by the Bank. (See “Dividends” below)
● Limitations on dividends payable by bank subsidiaries. These dividends are subject to various legal and regulatory
restrictions. The federal banking agencies have indicated that paying dividends that deplete a depositary institution’s
capital base to an inadequate level would be an unsafe and unsound banking practice. Moreover, the federal agencies
have issued policy statements that provide that bank holding companies and insured banks should generally only
pay dividends out of current operating earnings. (See “Dividends” below)
● Safety and soundness requirements. Banks must be operated in a safe and sound manner and meet standards
applicable to internal controls, information systems, internal audit, loan documentation, credit underwriting, interest
rate exposure, asset growth, and compensation, as well as other operational and management standards. These safety
and soundness requirements give bank regulatory agencies significant latitude in exercising their supervisory
authority and the authority to initiate informal or formal enforcement actions.
● Requirements for notice, application and approval, or non-objection of acquisitions and certain other activities
conducted directly or in subsidiaries of the Bancorp or the Bank.
● Compliance with the Community Reinvestment Act (“CRA”). The CRA requires that banks help meet the credit
needs in their communities, including the availability of credit to low and moderate income individuals. If the Bank
fails to adequately serve its communities, restrictions may be imposed, including denials of applications for branches,
for adding subsidiaries or affiliate companies, for engaging in new activities or for the merger with or purchase of
other financial institutions. In its last reported examination by the FDIC in March 2016, the Bank received a CRA
rating of “Satisfactory.”
● Compliance with the Bank Secrecy Act, the USA Patriot Act, and other anti-money laundering laws (“AML”), and
the regulations of the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”). (See “Anti-Money
Laundering and OFAC Regulations” below.)
● Limitations on the amount of loans to one borrower and its affiliates and to executive officers and directors.
11
● Limitations on transactions with affiliates.
● Restrictions on the nature and amount of any investments in, and the ability to underwrite, certain securities.
● Requirements for opening of intra- and interstate branches.
● Compliance with truth in lending and other consumer protection and disclosure laws to ensure equal access to credit
and to protect consumers in credit transactions. (See “Operations and Consumer Compliance Laws” below.)
● Compliance with provisions of the Gramm-Leach-Bliley Act of 1999 (“GLB Act”) and other federal and state laws
dealing with privacy for nonpublic personal information of customers. The federal bank regulators have adopted
rules limiting the ability of banks and other financial institutions to disclose non-public information about consumers
to unaffiliated third parties. These limitations require disclosure of privacy policies to consumers and, in some
circumstances, allow consumers to prevent disclosure of certain personal information to an unaffiliated third party.
These regulations affect how consumer information is transmitted through diversified financial companies and
conveyed to outside vendors.
Specific federal and state laws and regulations which are applicable to banks regulate, among other things, the scope of
their business, their investments, their reserves against deposits, the timing of the availability of deposited funds, their
activities relating to dividends, the nature and amount of and collateral for certain loans, servicing and foreclosing on loans,
borrowings, capital requirements, certain check-clearing activities, branching, and mergers and acquisitions. California banks
are also subject to statutes and regulations including Federal Reserve Regulation O and Federal Reserve Act Sections 23A
and 23B and Regulation W, which restrict or limit loans or extensions of credit to “insiders,” including officers, directors,
and principal shareholders, and affiliates, and purchases of assets from affiliates, including parent bank holding companies,
except pursuant to certain exceptions and only on terms and conditions at least as favorable to those prevailing for comparable
transactions with unaffiliated parties. The Dodd-Frank Act expanded definitions and restrictions on transactions with
affiliates and insiders under Sections 23A and 23B, and also lending limits for derivative transactions, repurchase agreements
and securities lending, and borrowing transactions.
The Bank operates branches and/or loan production offices in California, New York, Illinois, Massachusetts, Texas,
Washington, Nevada, Maryland, and New Jersey. While the DBO remains the Bank’s primary state regulator, the Bank’s
operations in these jurisdictions are subject to examination and supervision by local bank regulators, and transactions with
customers in those jurisdictions are subject to local laws, including consumer protection laws. The Bank also operates a
branch in Hong Kong and a representative office in Taipei and in Shanghai. The operations of these foreign offices and
branches (and limits on the scope of their activities) are subject to local law and regulatory authorities in addition to regulation
and supervision by the DBO and the Federal Reserve.
On February 3, 2017 the President of the United States issued an executive order titled “Core Principles for Regulating
the United States Financial Systems” that establishes “core principles” that will guide the administration’s financial services
regulatory policy and directs the Secretary of the Treasury to evaluate the current regulatory framework and how it promotes
or inhibits the principles, On June 12, 2017, October 6, 2017 and October 26, 2017, in response to the executive order, the
United States Department of the Treasury issued the first three of four reports recommending a number of comprehensive
changes in the current regulatory system for U.S. depository institutions, the U.S. capital markets and the U.S. asset
management and insurance industries, around the following principles:
●
Improving regulatory efficiency and effectiveness by critically evaluating mandates and regulatory fragmentation,
overlap, and duplication across regulatory agencies;
● Aligning the financial system to help support the U.S. economy;
● Reducing regulatory burden by decreasing unnecessary complexity;
● Tailoring the regulatory approach based on size and complexity of regulated firms and requiring greater regulatory
cooperation and coordination among financial regulators; and
● Aligning regulations to support market liquidity, investment, and lending in the U.S. economy.
The scope and impact of any regulatory changes that may be implemented in response to the President’s executive order
have not yet been determined.
12
The Dodd-Frank Wall Street Reform and Consumer Protection Act
The Dodd-Frank Act financial reform legislation, adopted in July 2010, significantly revised and expanded the
rulemaking, supervisory and enforcement authority of the federal bank regulatory agencies. Various provisions of the Dodd-
Frank Act are now effective and have been fully implemented, including, among others:
● new capital standards that, among other things, increase capital requirements and eliminate the treatment of trust
preferred securities as Tier 1 regulatory capital for bank holding companies with assets of $15 billion or more (as
of December 31, 2017, our assets grew past the $15 billion threshold and, as a result, our outstanding junior
subordinated notes no longer qualify as Tier 1 capital for regulatory reporting purposes);
●
the revisions in the deposit insurance assessment base for FDIC insurance and the permanent increase in coverage
to $250,000;
●
the permissibility of paying interest on business checking accounts;
●
the removal of barriers to interstate branching;
●
required disclosure and shareholder advisory votes on executive compensation;
●
annual stress tests for financial entities, including the Company;
●
●
additional risk management and other enhanced prudential standards for larger bank holding companies,
including the Company;
restrictions on banking entities, after a transition period, from engaging in proprietary trading, as well as having
investments in, sponsoring, and maintaining relationships with hedge funds and private equity funds (commonly
referred to as the “Volcker Rule”);
●
limitations on interchange fees charged for debit card transactions;
●
the establishment of new minimum mortgage underwriting standards for residential mortgages; and
●
the establishment of the Consumer Financial Protection Bureau (“CFPB”) to be responsible for consumer
protection in the financial services industry and to examine financial institutions with $10 billion or more in
assets, such as the Company, for compliance with regulations promulgated by the CFPB.
The numerous rules and regulations promulgated pursuant to the Dodd-Frank Act, including those described further
below, have significantly impacted our operations and compliance costs. The Dodd‐Frank Act also requires the issuance of
numerous implementing regulations, some of which have not yet been issued. Some of the final regulations will continue to
take effect over several more years, continuing to make it difficult to anticipate the overall impact to us, our customers, or
the financial industry in general.
Capital Adequacy Requirements
Bank holding companies and banks are subject to various regulatory capital requirements administered by state and federal
banking agencies. Capital adequacy guidelines and, additionally for banks, prompt corrective action regulations (see “Prompt
Corrective Action Provisions” below), involve quantitative measures of assets, liabilities, and certain off-balance sheet items
calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments
by regulators about components, risk weighting, and other factors. The risk-based capital guidelines for bank holding
companies and banks require capital ratios that vary based on the perceived degree of risk associated with a banking
organization’s operations for both transactions reported on the balance sheet as assets, such as loans, and those recorded as
off-balance sheet items, such as commitments, letters of credit and recourse arrangements. The risk-based capital ratio is
determined by classifying assets and certain off-balance sheet financial instruments into weighted categories, with higher
levels of capital being required for those categories perceived as representing greater risks and dividing its qualifying capital
by its total risk-adjusted assets and off-balance sheet items. Bank holding companies and banks engaged in significant trading
activity may also be subject to the market risk capital guidelines and be required to incorporate additional market and interest
rate risk components into their risk-based capital standards.
13
The federal bank regulatory agencies adopted final regulations in July 2013, which revised their risk-based and leverage
capital requirements for banking organizations to meet requirements of the Dodd-Frank Act and to implement Basel III
international agreements reached by the Basel Committee on Banking Supervision. Although many of the rules contained in
these final regulations are applicable only to large, internationally active banks, most will apply on a phased in basis to all
banking organizations, including the Bancorp and the Bank. The new capital rules took effect on January 1, 2015, but many
elements are being phased-in. To the extent that the new capital rules are not fully phased-in, the prior capital rules continue
to apply.
The following are among the new requirements that are effective or being phased-in beginning January 1, 2015:
● 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 (other than certain
grandfathered trust preferred securities), mortgage servicing rights and certain deferred tax assets and include
unrealized gains and losses on available for sale debt and equity securities.
● A new additional capital conservation buffer of 2.5% of risk weighted assets over each of the required capital ratios
will be phased in from 2016 to 2019 and must be met to avoid limitations in the ability of the Bank to pay dividends,
repurchase shares or pay discretionary bonuses.
● 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.
● An additional “countercyclical capital buffer” is required for larger and more complex institutions.
Without taking into account the capital conservation buffer, the new capital rules require the following minimum ratios:
(i) a Tier 1 leverage ratio of 4.0%; (ii) a common equity Tier 1 risk-based capital ratio of 4.5%, (iii) a Tier 1 risk-based capital
ratio of 6%, and (iv) a total risk-based capital ratio of 8.0%. To be considered “well capitalized,” a bank holding company or
bank would be required to have the following minimum ratios: (i) a Tier 1 leverage ratio of 5.0%; (ii) a common equity Tier
1 risk-based capital ratio of 6.5%, (iii) a Tier 1 risk-based capital ratio of 8.0%, and (iv) a total risk-based capital ratio of
10.0%. The implementation of the new capital conservation buffer requirements began on January 1, 2016 at 0.625% of risk-
weighted assets, increasing each year by 0.625% until fully implemented in January 2019 at 2.50% of risk-weighted assets.
Failure to meet statutorily mandated capital guidelines or more restrictive ratios separately established for a financial
institution could subject a bank or bank holding company to a variety of enforcement remedies, including issuance of a capital
directive, the termination of deposit insurance by the FDIC, a prohibition on accepting or renewing brokered deposits,
limitations on the rates of interest that the institution may pay on its deposits and other restrictions on its business. Significant
additional restrictions can be imposed on FDIC-insured depository institutions that fail to meet applicable capital
requirements under the regulatory agencies’ prompt corrective action authority.
At December 31, 2017, (i) the Bancorp’s and the Bank’s common equity Tier 1 capital ratios were 12.19% and 13.46%,
respectively; (ii) their total risk-based capital ratios were, respectively, 14.11% and 14.46%; (iii) their Tier 1 risk-based capital
ratios were, respectively, 12.19% and 13.46%; and (iv) their leverage capital ratios were, respectively, 10.35% and 11.82%,
all of which ratios exceeded the minimum percentage requirements to be deemed “well-capitalized” for regulatory purposes.
While the new capital rules set higher regulatory capital standards for the Bancorp and the Bank, bank regulators may
also continue their past policies of expecting banks to maintain additional capital beyond the new minimum requirements.
The federal banking agencies may also require banks and bank holding companies subject to enforcement actions to maintain
capital ratios in excess of the minimum ratios otherwise required to be deemed “well-capitalized. The implementation of the
new capital rules or more stringent requirements to maintain higher levels of capital or to maintain higher levels of liquid
assets could adversely impact the Bancorp’s net income and return on equity, restrict the ability of the Bank and/or the
Bancorp to pay dividends or executive bonuses and require the raising of additional capital.
14
As of December 31, 2017, the Bancorp and the Bank met all applicable capital requirements under the new capital rules
on a fully phased-in basis if such requirements were currently in effect.
In September 2017, the federal bank regulators proposed revisions to the regulatory capital treatment for mortgage
servicing assets, certain deferred tax assets, investments in the capital instruments of unconsolidated financial institutions,
and minority interests. These changes would both simplify the calculations and have the impact of increasing regulatory
capital ratios for some non-advanced approaches banking organizations. In November 2017, the federal banking regulators
revised the Basel III Capital Rules to extend the current transitional treatment of these items for non-advanced approaches
banking organizations until the September 2017 proposal is finalized. The September 2017 proposal would also change the
capital treatment of certain commercial real estate loans under the standardized approach used to calculate capital ratios.
In December 2017, the Basel Committee published “Basel IV” standards to finalize the Basel III regulatory
reforms. According to the Basel Committee, Basel IV is intended to, among other things, reduce variability in risk weighted
assets by implementing a standardized approach for operation risk and credit risk to replace model-based approaches for
certain categories of risk weighted assets, and by reducing the scope of model-based parameters and implementing exposure-
level parameter floors where model-based approaches remain available. Under the Basel framework, these standards will
generally be effective on January 1, 2022, with an aggregate output floor phasing in through January 1, 2027. The impact of
Basel IV on us will depend on the manner in which it is implemented by the federal bank regulators.
Volcker Rule
In December 2013, the federal bank regulatory agencies adopted final rules that implement a part of the Dodd-Frank Act
commonly referred to as the “Volcker Rule.” Under these rules and subject to certain exceptions, banking entities, including
the Bancorp and the Bank and its subsidiaries, are restricted from engaging in activities that are considered proprietary trading
and from sponsoring or investing in certain entities, including hedge or private equity funds that are considered “covered
funds.” The Federal Reserve granted an extension until July 21, 2022 of the conformance period for the Bancorp to divest
ownership in certain legacy investment funds that are prohibited under the rule.
Except for divesting some investments aggregating less than $2.6 million as of December 31, 2017, we believe that the
Volcker Rule will not require any material changes in our operations or business or security holdings.
CFPB Actions
The Dodd-Frank Act provided for the creation of the CFPB as an independent entity within the Federal Reserve with
broad rulemaking, supervisory, and enforcement authority over consumer financial products and services, including deposit
products, residential mortgages, home-equity loans and credit cards. The CFPB’s functions include investigating consumer
complaints, conducting market research, rulemaking, supervising and examining bank consumer transactions, and enforcing
rules related to consumer financial products and services. CFPB regulations and guidance apply to all financial institutions
and banks with $10 billion or more in assets, which are also subject to examination by the CFPB. As the Bank has more than
$10 billion in assets, it is now examined for compliance with CFPB regulation by the CFPB in addition to examinations of
the Bank by the FDIC and the DBO.
The CFPB has enforcement authority over unfair, deceptive or abusive act and practices (“UDAAP”). UDAAP is
considered one of the most far reaching new enforcement tools at the disposal of the CFPB and covers all consumer and
small business financial products or services such as deposit and lending products or services such as overdraft programs and
third-party payroll card vendors. It is a wide-ranging regulatory net that potentially picks up the gaps not included in other
consumer laws, rules and regulations. Violations of UDAAP can be found in many areas and can include advertising and
marketing materials, the order of processing and paying items in a checking account or the design of client overdraft
programs. The scope of coverage includes not only direct interactions with clients and prospects but also actions by third-
party service providers. The Dodd-Frank Act does not prevent states from adopting stricter consumer protection standards.
State regulation of financial products and potential enforcement actions could also adversely affect our business, financial
condition or results of operations.
15
Additionally, in 2014, the CFPB adopted revisions to Regulation Z, which implement the Truth in Lending Act, pursuant
to the Dodd-Frank Act, and apply to all consumer mortgages (except home equity lines of credit, timeshare plans, reverse
mortgages, or temporary loans). The revisions mandate specific underwriting criteria for home loans in order for creditors to
make a reasonable, good faith determination of a consumer's ability to repay and establish certain protections from liability
under this requirement for “qualified mortgages” meeting certain standards. In particular, it will prevent banks from making
“no doc” and “low doc” home loans, as the rules require that banks determine a consumer’s ability to pay based in part on
verified and documented information. We do originate certain “low doc” loans that meet specific underwriting criteria. Given
the small volume of such loans, we do not believe that this regulation will have a significant impact on our operations.
Enhanced Prudential Standards
Pursuant to Federal Reserve Board regulations promulgated under authority of the Dodd-Frank Act, as a publicly traded
bank holding company with $10 billion or more (but less than $50 billion) in assets, we are required and have established
and maintained a risk committee responsible for enterprise-wide risk management practices, comprised of an independent
chairman and at least one risk management expert. Additional stress testing is required for banking organizations having $50
billion or more of assets. The risk committee approves and periodically reviews the risk-management policies of the bank
holding company’s global operations and oversees the operations of its risk-management framework. The bank holding
company’s risk-management framework must be commensurate with its structure, risk profile, complexity, activities and
size. At a minimum, the framework must include policies and procedures establishing risk-management governance and
providing for adequate risk-control infrastructure for the bank holding company’s operations. In addition, the framework
must include processes and systems to monitor compliance with the foregoing policies and procedures, including processes
and systems designed to identify and report risk-management risks and deficiencies; ensure effective implementation of
actions to address emerging risks and risk-management deficiencies; designate managerial and staff responsibility for risk
management; ensure the independence of the risk-management function; and integrate risk-management and associated
controls with management goals and the management compensation structure.
Stress Testing
As a bank holding company with more than $10 billion in assets, we are also required under the Dodd-Frank Act to
conduct annual stress tests using various scenarios established by the Federal Reserve, including a baseline, adverse and
severely adverse economic conditions (known as “Dodd Frank Act Stress Tests” or “DFAST”). The stress tests are designed
to determine whether our capital planning, assessment of capital adequacy and risk management practices adequately protect
the Bancorp and its affiliates in the event of an economic downturn. The Bancorp must establish adequate internal controls,
documentation, policies and procedures to ensure the annual stress adequately meets these objectives. The Board of Directors
must review our policies and procedures at least annually. We are required to report the results of our annual stress tests to
the Federal Reserve by July 31 of each year, using data as of December 31 of the preceding year, publish a summary of the
results between October 15 and October 31, and consider the results of our stress tests as part of our capital planning and risk
management practices. We reported the results of our 2017 annual stress test to the Federal Reserve on July 28, 2017, and
published a summary of the results in a Form 8-K furnished with the SEC on October 25, 2017.
Interchange Fees
Under the Durbin Amendment to the Dodd-Frank Act, the Federal Reserve adopted rules establishing standards for
assessing whether the interchange fees that may be charged with respect to certain electronic debit transactions are
“reasonable and proportional” to the costs incurred by issuers for processing such transactions.
Interchange fees, or “swipe” fees, are charges that merchants pay to us and other card-issuing banks for processing
electronic payment transactions. Under the final rules, the maximum permissible interchange fee is equal to no more than 21
cents plus 5 basis points of the transaction value for many types of debit interchange transactions. The Federal Reserve also
adopted a rule to allow a debit card issuer to recover 1 cent per transaction for fraud prevention purposes if the issuer complies
with certain fraud-related requirements required by the Federal Reserve. The Federal Reserve also has rules governing routing
and exclusivity that require issuers to offer two unaffiliated networks for routing transactions on each debit or prepaid product.
16
Anti-Money Laundering and OFAC Regulation
A major focus of governmental policy on financial institutions in recent years has been aimed at combating money
laundering and terrorist financing through AML and OFAC regulations. AML laws and regulations, including the Bank
Secrecy Act and the U.S.A. Patriot Act, require us to assist U.S. government agencies in detecting and preventing money
laundering and other illegal acts by maintaining policies, procedures and controls designed to detect and report money
laundering, terrorist financing, and other suspicious activity. The AML program must include, at a minimum, a designated
compliance officer, written policies, procedures and internal controls, training of appropriate personnel and independent
testing of the program, and a customer identification program.
OFAC administers and enforces economic and trade sanctions against targeted foreign countries and regimes, under
authority of various laws, including designated foreign countries, nationals and others. OFAC publishes lists of specially
designated targets and countries. We and our bank are responsible for, among other things, blocking accounts of, and
transactions with, such targets and countries, prohibiting unlicensed trade and financial transactions with them and reporting
blocked transactions after their occurrence.
Regulatory authorities routinely examine financial institutions for compliance with these obligations, and any failure by
us to maintain and implement adequate programs to combat money laundering and terrorist financing, or to comply with all
of the relevant laws or regulations, could have serious legal and reputational consequences, including causing applicable bank
regulatory authorities not to approve merger or acquisition transactions when regulatory approval is required or to prohibit
such transactions even if approval is not required. Regulatory authorities have imposed cease and desist orders and civil
money penalties against institutions found to be violating these obligations.
Additional Restrictions on Bancorp and Bank Activities
Subject to prior notice or Federal Reserve approval, bank holding companies may generally engage in, or acquire shares
of companies engaged in, activities determined by the Federal Reserve to be so closely related to banking or managing or
controlling banks as to be a proper incident thereto. Bank holding companies which elect and retain “financial holding
company” status pursuant to the GLB Act may engage in these nonbanking activities and broader securities, insurance,
merchant banking and other activities that are determined to be “financial in nature” or are incidental or complementary to
activities that are financial in nature without prior Federal Reserve approval. Pursuant to the GLB Act and the Dodd-Frank
Act, in order to elect and retain financial holding company status, a bank holding company and all depository institution
subsidiaries of a bank holding company must be well capitalized and well managed, and, except in limited circumstances,
depository subsidiaries must be in satisfactory compliance with the CRA. Failure to sustain compliance with these
requirements or correct any non-compliance within a fixed time period could lead to divestiture of subsidiary banks or require
all activities to conform to those permissible for a bank holding company. The Bancorp has not elected financial holding
company status and does not believe it has engaged in any activities determined by the Federal Reserve to be financial in
nature or incidental or complementary to activities that are financial in nature, which would, in the absence of financial
holding company status, require notice or Federal Reserve approval.
Pursuant to the Federal Deposit Insurance Act (“FDI Act”) and the California Financial Code, California state chartered
commercial banks may generally engage in any activity permissible for national banks. Therefore, the Bank may form
subsidiaries to engage in the many so-called “closely related to banking” or “nonbanking” activities commonly conducted by
national banks in operating subsidiaries or subsidiaries of bank holding companies. Further, pursuant to the GLB Act,
California banks may conduct certain “financial” activities in a subsidiary to the same extent as a national bank, provided the
bank is and remains “well-capitalized,” “well-managed” and in satisfactory compliance with the CRA. The Bank currently
has no financial subsidiaries.
Source of Strength
Federal Reserve policy and federal law require bank holding companies to act as a source of financial and managerial
strength to their subsidiary banks. Under this requirement, Bancorp is expected to commit resources to support the Bank,
including at times when Bancorp may not be in a financial position to provide such resources, and it may not be in Bancorp’s,
or Bancorp’s stockholders’ or creditors’, best interests to do so. In addition, any capital loans Bancorp makes to the Bank are
subordinate in right of payment to depositors and to certain other indebtedness of the Bank. In the event of Bancorp’s
bankruptcy, any commitment by Bancorp to a federal bank regulatory agency to maintain the capital of the Bank will be
assumed by the bankruptcy trustee and entitled to priority of payment.
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Enforcement Authority
The federal and California regulatory structure gives the bank regulatory agencies extensive discretion in connection with
their supervisory and enforcement activities and examination policies, including policies with respect to the classification of
assets and the establishment of adequate loan loss reserves for regulatory purposes. The regulatory agencies have adopted
guidelines to assist in identifying and addressing potential safety and soundness concerns before an institution’s capital
becomes impaired. The guidelines establish operational and managerial standards generally relating to: (i) internal controls,
information systems, and internal audit systems; (ii) loan documentation; (iii) credit underwriting; (iv) interest-rate exposure;
(v) asset growth and asset quality; (vi) loan concentration; and (vii) compensation, fees, and benefits. Further, the regulatory
agencies have adopted safety and soundness guidelines for asset quality and for evaluating and monitoring earnings to ensure
that earnings are sufficient for the maintenance of adequate capital and reserves. If, as a result of an examination, the DBO
or the FDIC should determine that the financial condition, capital resources, asset quality, earnings prospects, management,
liquidity, or other aspects of the Bank’s operations are unsatisfactory or that the Bank or its management is violating or has
violated any law or regulation, the DBO and the FDIC have residual authority to:
● Require affirmative action to correct any conditions resulting from any violation or practice;
● Direct an increase in capital and the maintenance of higher specific minimum capital ratios, which may preclude the
Bank from being deemed “well-capitalized” and restrict its ability to accept certain brokered deposits, among other
things;
● Restrict the Bank’s growth geographically, by products and services, or by mergers and acquisitions;
●
Issue, or require the Bank to enter into, informal or formal enforcement actions, including required Board resolutions,
memoranda of understanding, written agreements and consent or cease and desist orders or prompt corrective action
orders to take corrective action and cease unsafe and unsound practices;
● Require prior approval of senior executive officer or director changes, remove officers and directors, and assess civil
monetary penalties; and
● Terminate FDIC insurance, revoke the Bank’s charter, take possession of, close and liquidate the Bank, or appoint
the FDIC as receiver.
The Federal Reserve has similar enforcement authority over bank holding companies and commonly takes parallel action
in conjunction with actions taken by a subsidiary bank’s regulators.
In the exercise of their supervisory and examination authority, the regulatory agencies have recently emphasized corporate
governance, stress testing, enterprise risk management and other board responsibilities; anti-money laundering compliance
and enhanced high risk customer due diligence; vendor management; cyber security and fair lending and other consumer
compliance obligations.
Deposit Insurance
The FDIC is an independent federal agency that insures deposits, up to prescribed statutory limits, of federally insured
banks and savings institutions and safeguards the safety and soundness of the banking and savings industries. The FDIC
insures our customer deposits through the Deposit Insurance Fund (the “DIF”) up to prescribed limits of $250,000 for each
depositor pursuant to the Dodd-Frank Act. The amount of FDIC assessments paid by each DIF member institution is based
on its relative risk of default as measured by regulatory capital ratios and other supervisory factors. As an institution with
$10 billion or more in assets, the FDIC uses a performance score and a loss-severity score to calculate an initial assessment
rate for the Bank. In calculating these scores, the FDIC uses the Bank’s capital level and regulatory supervisory ratings and
certain financial measures to assess the Bank’s ability to withstand asset-related stress and funding-related stress. The FDIC
also has the ability to make discretionary adjustments to the total score based upon significant risk factors that are not
adequately captured in the calculations. In addition to ordinary assessments described above, the FDIC has the ability to
impose special assessments in certain instances.
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All FDIC-insured institutions are also required to pay assessments to the FDIC to fund interest payments on bonds issued
by the Financing Corporation (“FICO"), an agency of the federal government established to recapitalize the predecessor to
the DIF. These assessments will continue until the FICO bonds mature in 2017 through 2019.
Pursuant to the Dodd-Frank Act, the FDIC has established 2.0% as the designated reserve ratio (DRR), that is, the ratio
of the DIF to insured deposits. The FDIC has adopted a plan under which it will meet the statutory minimum DRR of 1.35%
(formerly 1.15%) by September 30, 2020, the deadline imposed by the Dodd-Frank Act. The Dodd-Frank Act requires the
FDIC to offset the effect of the increase in the statutory minimum DRR to 1.35% on institutions with assets less than $10
billion. Beginning with the third quarter of the 2016 assessment period, large banks will pay quarterly surcharges in addition
to their lower regular risk-based assessments. The final rule imposes a surcharge of 4.5 basis points on the assessment base
of large banks. The surcharges are to begin the quarter after the reserve ratio first reaches or surpasses 1.15%. The FDIC
expects that surcharges will last eight quarters or through the quarter in which the reserve ratio first meets or exceeds 1.35%.
The surcharge is applied to the Bank’s total liabilities in excess of $10 billion. To determine an institution’s quarterly
assessment surcharge, the FDIC will take a bank’s standard assessment base, calculated as average consolidated total assets
less average tangible equity, minus $10 billion multiplied by 1.125 basis points.
We are generally unable to control the amount of assessments that we are required to pay for FDIC insurance. If there are
additional bank or financial institution failures or if the FDIC otherwise determines, we may be required to pay even higher
FDIC assessments than the recently increased levels. These increases in FDIC insurance assessments may have a material
and adverse effect on our earnings and could have a material adverse effect on the value of, or market for, our common stock.
Under the FDI Act, the FDIC may terminate deposit insurance upon a finding that the institution has engaged in unsafe
and unsound practices, is in an unsafe or unsound condition to continue operations, or has violated any applicable law,
regulation, rule, order or condition imposed by the FDIC.
Prompt Corrective Action Provisions
The FDI Act requires the federal bank regulatory agencies to take “prompt corrective action” with respect to a depository
institution if that institution does not meet certain capital adequacy standards, including requiring the prompt submission of
an acceptable capital restoration plan. Depending on the bank’s capital ratios, the agencies’ regulations define five categories
in which an insured depository institution will be placed: well-capitalized, adequately capitalized, undercapitalized,
significantly undercapitalized, and critically undercapitalized. At each successive lower capital category, an insured bank is
subject to more restrictions, including restrictions on the bank's activities, operational practices or the ability to pay dividends.
Based upon its capital levels, a bank that is classified as well-capitalized, adequately capitalized, or undercapitalized may be
treated as though it were in the next lower capital category if the appropriate federal banking agency, after notice and
opportunity for hearing, determines that an unsafe or unsound condition, or an unsafe or unsound practice, warrants such
treatment.
The prompt corrective action standards were changed when the new capital rule ratios became effective on January 1,
2015. Under the new standards, in order to be considered well-capitalized, the Bank is required to have met the new common
equity Tier 1 ratio of 6.5%, an increased Tier 1 ratio of 8% (increased from 6%), a total capital ratio of 10% (unchanged) and
a leverage ratio of 5% (unchanged).
Dividends
Holders of the Bancorp’s common stock are entitled to receive dividends as and when declared by the board of directors
out of funds legally available therefore under the laws of the State of Delaware. Delaware corporations such as the Bancorp
may make distributions to their stockholders out of their surplus, or in case there is no surplus, out of their net profits for the
fiscal year in which the dividend is declared and/or the preceding fiscal year. However, dividends may not be paid out of a
corporation’s net profits if, after the payment of the dividend, the corporation’s capital would be less than the capital
represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets.
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It is the Federal Reserve’s policy that bank holding companies should generally pay dividends on common stock only out
of income available over the past year, and only if prospective earnings retention is consistent with the organization’s
expected future needs and financial condition. It is also the Federal Reserve’s policy that bank holding companies should not
maintain dividend levels that undermine their ability to be a source of strength to their banking subsidiaries. The Federal
Reserve also discourages dividend policy payment ratios that are at maximum allowable levels unless both asset quality and
capital are very strong.
The terms of our Junior Subordinated Notes also limit our ability to pay dividends on our common stock. If we are not
current on our payment of interest on our Junior Subordinated Notes, we may not pay dividends on our common stock. The
amount of future dividends by the Bancorp will depend on our earnings, financial condition, capital requirements and other
factors, and will be determined by our board of directors in accordance with the capital management and dividend policy.
The Bank is a legal entity that is separate and distinct from its holding company. The Bancorp is dependent on the
performance of the Bank for funds which may be received as dividends from the Bank for use in the operation of the Bancorp
and the ability of the Bancorp to pay dividends to stockholders. Future cash dividends by the Bank will also depend upon
management’s assessment of future capital requirements, contractual restrictions, and other factors. When phased in, the new
capital rules will restrict dividends by the Bank if the capital conservation buffer is not achieved.
The power of the board of directors of the Bank to declare cash dividends to the Bancorp is subject to California law,
which restricts the amount available for cash dividends to the lesser of a bank’s retained earnings or net income for its last
three fiscal years (less any distributions to stockholders made during such period). Where the above test is not met, cash
dividends may still be paid, with the prior approval of the DBO, in an amount not exceeding the greatest of (i) retained
earnings of the Bank; (ii) the net income of the Bank for its last fiscal year; or (iii) the net income of the Bank for its current
fiscal year. Future cash dividends by the Bank will also depend upon management’s assessment of future capital requirements,
contractual restrictions, and other factors.
Operations, Consumer and Privacy Compliance Laws
The Bank must comply with numerous federal and state anti-money laundering and consumer protection statutes and
implementing regulations, including the USA Patriot Act, the Bank Secrecy Act, the Foreign Account Tax Compliance Act,
the CRA, the Fair Credit Reporting Act, as amended by the Fair and Accurate Credit Transactions Act, the Equal Credit
Opportunity Act, the Truth in Lending Act, the Fair Housing Act, the Home Mortgage Disclosure Act, the Real Estate
Settlement Procedures Act, the National Flood Insurance Act, the California Homeowner Bill of Rights and various federal
and state privacy protection laws. The Bank and the Company are also subject to federal and state laws prohibiting unfair or
fraudulent business practices, untrue or misleading advertising, and unfair competition. Some of these laws are further
discussed below:
The Equal Credit Opportunity Act (ECOA) generally prohibits discrimination in any credit transaction, whether for
consumer or business purposes, on the basis of race, color, religion, national origin, sex, marital status, age, receipt of income
from public assistance programs, or good faith exercise of any rights under the Consumer Credit Protection Act.
The Truth in Lending Act (TILA) is designed to ensure that credit terms are disclosed in a meaningful way so that
consumers may compare credit terms more readily and knowledgeably. As a result of the TILA, all creditors must use the
same credit terminology to express rates and payments, including the annual percentage rate, the finance charge, the amount
financed, the total of payments and the payment schedule, among other things.
The Fair Housing Act (FH Act) regulates many practices, including making it unlawful for any lender to discriminate in
its housing-related lending activities against any person because of race, color, religion, national origin, sex, handicap or
familial status. A number of lending practices have been found by the courts to be, or may be considered, illegal under the
FH Act, including some that are not specifically mentioned in the FH Act itself.
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The Home Mortgage Disclosure Act (HMDA) grew out of public concern over credit shortages in certain urban
neighborhoods and provides public information that will help show whether financial institutions are serving the housing
credit needs of the neighborhoods and communities in which they are located. The HMDA also includes a “fair lending”
aspect that requires the collection and disclosure of data about applicant and borrower characteristics as a way of identifying
possible discriminatory lending patterns and enforcing anti-discrimination statutes.
Finally, the Real Estate Settlement Procedures Act (RESPA) requires lenders to provide borrowers with disclosures
regarding the nature and cost of real estate settlements. Also, RESPA prohibits certain abusive practices, such as kickbacks,
and places limitations on the amount of escrow accounts. Penalties under the above laws may include fines, reimbursements
and other civil money penalties.
Due to heightened regulatory concern related to compliance with the CRA, TILA, FH Act, ECOA, HMDA and RESPA
generally, the Bank may incur additional compliance costs or be required to expend additional funds for investments in its
local community.
The Federal Reserve and other bank regulatory agencies also have adopted guidelines for safeguarding confidential,
personal customer information. These guidelines require financial institutions to create, implement and maintain a
comprehensive written information security program designed to ensure the security and confidentiality of customer
information, protect against any anticipated threats or hazards to the security or integrity of such information and protect
against unauthorized access to or use of such information that could result in substantial harm or inconvenience to any
customer. Financial institutions are also required to implement policies and procedures regarding the disclosure of nonpublic
personal information about consumers to non-affiliated third parties. In general, financial institutions must provide
explanations to consumers on policies and procedures regarding the disclosure of such nonpublic personal information and,
except as otherwise required by law, prohibits disclosing such information. The Bank has adopted a customer information
security and privacy program to comply with such requirements.
Operations, consumer and privacy compliance laws and regulations also mandate certain disclosure and reporting
requirements and regulate the manner in which financial institutions must deal with customers when taking deposits, making
loans, collecting loans, and providing other services. Failure to comply with these laws and regulations can subject the Bank
to lawsuits and penalties, including enforcement actions, injunctions, fines or criminal penalties, punitive damages to
consumers, and the loss of certain contractual rights.
Federal Home Loan Bank System
The Bank is a member of the FHLB of San Francisco. Among other benefits, each FHLB serves as a reserve or central
bank for its members within its assigned region. Each FHLB is financed primarily from the sale of consolidated obligations
of the FHLB system. Each FHLB makes available loans or advances to its members in compliance with the policies and
procedures established by the board of directors of the individual FHLB. Each member of the FHLB of San Francisco is
required to own stock in an amount equal to the greater of (i) a membership stock requirement with an initial cap of $15
million (100% of “membership asset value” as defined), or (ii) an activity based stock requirement (based on a percentage of
outstanding advances). There can be no assurance that the FHLB will pay dividends at the same rate it has paid in the past,
or that it will pay any dividends in the future.
Impact of Monetary Policies
The earnings and growth of the Bank are largely dependent on its ability to maintain a favorable differential or spread
between the yield on its interest-earning assets and the rates paid on its deposits and other interest-bearing liabilities. As a
result, the Bank’s performance is influenced by general economic conditions, both domestic and foreign, the monetary and
fiscal policies of the federal government, and the policies of the regulatory agencies. The Federal Reserve implements national
monetary policies (with objectives such as seeking to curb inflation and combat recession) by its open-market operations in
U.S. government securities, by adjusting the required level of reserves for financial institutions subject to its reserve
requirements, and by varying the discount rate applicable to borrowings by banks from the Federal Reserve Banks. The
actions of the Federal Reserve in these areas influence the growth of bank loans, investments and deposits, and also affect
interest rates charged on loans and deposits. The nature and impact of any future changes in monetary policies cannot be
predicted.
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Securities and Corporate Governance
The Bancorp is subject to the disclosure and regulatory requirements of the Securities Act of 1933, as amended, and the
Securities Exchange Act of 1934, as amended, both as administered by the SEC. As a company listed on the NASDAQ
Global Select Market, the Company is subject to NASDAQ listing standards for listed companies. The Bancorp is also subject
to the Sarbanes-Oxley Act of 2002, provisions of the Dodd-Frank Act, and other federal and state laws and regulations which
address, among other issues, required executive certification of financial presentations, corporate governance requirements
for board audit and compensation committees and their members, and disclosure of controls and procedures and internal
control over financial reporting, auditing and accounting, executive compensation, and enhanced and timely disclosure of
corporate information. NASDAQ has also adopted corporate governance rules, which are intended to allow stockholders and
investors to more easily and efficiently monitor the performance of companies and their directors. Under the Sarbanes-Oxley
Act, management and the Bancorp’s independent registered public accounting firm are required to assess the effectiveness
of the Bancorp’s internal control over financial reporting as of December 31, 2017. These assessments are included in Part
II — Item 9A — “Controls and Procedures.”
Federal Banking Agency Compensation Guidelines
Guidelines adopted by the federal banking agencies pursuant to the FDI Act prohibit excessive compensation as an unsafe
and unsound practice and describe compensation as excessive when the amounts paid are unreasonable or disproportionate
to the services performed by an executive officer, employee, director or principal stockholder. In June 2010, the federal
banking agencies issued comprehensive guidance on incentive compensation policies intended to ensure that the incentive
compensation policies of banking organizations do not undermine the safety and soundness of such organizations by
encouraging excessive risk-taking.
In addition, the Dodd-Frank Act requires the federal bank regulatory agencies and the SEC to establish joint regulations
or guidelines prohibiting certain incentive-based payment arrangements. These regulators must establish regulations or
guidelines requiring enhanced disclosure to regulators of incentive-based compensation arrangements. The agencies proposed
such regulations in April 2011, but the regulations have not been finalized. In April 2016, the agencies published a notice of
proposed rulemaking further revising the incentive-based compensation standards originally proposed in 2011. Similar to the
2011 proposed rule, the 2016 proposed rule would prohibit financial institutions with at least $1 billion in consolidated assets
from establishing or maintaining incentive-based compensation arrangements that encourage inappropriate risk by providing
any executive officer, employee, director or principal shareholder who is a covered person with excessive compensation, fees
or benefits or that could lead to material financial loss to the covered institution. It cannot be predicted whether, or in what
form, any such proposed compensation rules may be enacted, particularly in light of the stated intention of the administration
of U.S. President Donald J. Trump to curtail the Dodd-Frank Act.
The scope, content and application of the U.S. banking regulators’ policies on incentive compensation continue to evolve.
It cannot be determined at this time whether compliance with such policies will adversely affect the ability of the Bancorp
and the Bank to hire, retain and motivate key employees.
The Federal Reserve will review, as part of the regular, risk-focused examination process, the incentive compensation
arrangements of banking organizations, such as us, that are not “large, complex banking organizations.” These reviews will
be tailored to each organization based on the scope and complexity of the organization’s activities and the prevalence of
incentive compensation arrangements. The findings of the supervisory initiatives will be included in reports of examination.
Deficiencies will be incorporated into the organization’s supervisory ratings, which can affect the organization’s ability to
make acquisitions and take other actions. Enforcement actions may be taken against a banking organization if its incentive
compensation arrangements, or related risk management control or governance processes, pose a risk to the organization’s
safety and soundness and the organization is not taking prompt and effective measures to correct the deficiencies.
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Audit Requirements
The Bank is required to have an annual independent audit, alone or as a part of its bank holding company’s audit, and to
prepare all financial statements in accordance with U.S. generally accepted accounting principles. The Bank and the Bancorp
are also each required to have an audit committee comprised entirely of independent directors. As required by NASDAQ, the
Bancorp has certified that its audit committee has adopted formal written charters and meets the requisite number of directors,
independence, and other qualification standards. As such, among other requirements, the Bancorp must maintain an audit
committee that includes members with banking or related financial management expertise, has access to its own outside
counsel, and does not include members who are large customers of the Bank. In addition, because the Bank has more than
$3 billion in total assets, it is subject to the FDIC requirements for audit committees of large institutions.
Regulation of Non-Bank Subsidiaries
Non-bank subsidiaries are subject to additional or separate regulation and supervision by other state, federal and self-
regulatory bodies. Additionally, any foreign-based subsidiaries would also be subject to foreign laws and regulations.
Item 1A. Risk Factors.
We describe below the material risks that management believes affect or could affect us. Understanding these risks is
important to understanding any statement in this Annual Report and to evaluating an investment in our common stock. You
should carefully read and consider the risks and uncertainties described below together with all of the other information
included or incorporated by reference in this Annual Report before you make any decision regarding an investment in our
common stock. You should also consider the information set forth above under “Forward Looking Statements.” The risks
described below are not the only ones facing our business. Additional risks that management is not aware of or focused on
or that management currently deems immaterial may also impair our business operations. This Annual Report is qualified
in its entirety by these risk factors.
If any of the following risks actually occur, our business, financial condition and results of operations could be
materially and adversely affected. If this were to happen, the value of our common stock could significantly decline, and
you could lose some or all of your investment.
Unfavorable or uncertain economic and market conditions can adversely affect our industry and business.
Our financial performance generally, and the ability of borrowers to pay interest on and repay the principal of outstanding
loans and the value of the collateral securing those loans, as well as demand for loans and other products and services we
offer, is highly dependent upon the business and economic conditions in the markets in which we operate and in the United
States as a whole. Unfavorable or uncertain economic and market conditions could lead to credit quality concerns related to
repayment ability and collateral protection as well as reduced demand for the products and services we offer. In recent years
there has been gradual improvement in the U.S. economy as evidenced by a rebound in the housing market, lower
unemployment and higher equities markets; however, economic growth has been uneven, and opinions vary on the strengthen
and direction of the economy. Uncertainties also have arisen regarding the potential for a reversal or renegotiation of
international trade agreements and for comprehensive tax reform under the administration of U.S. President Donald J. Trump,
and the impact such actions and other policies of the new administration may have on economic and market conditions. In
addition, concerns about the performance of international economies, especially in Europe and emerging markets, and
economic conditions in Asia, particularly the economies of China and Taiwan, can impact the economy and financial markets
here in the United States. These economic pressures on consumers and businesses may continue to adversely affect our
business, financial condition, results of operations and stock price. In particular, we may face the following risks in connection
with these events:
● Unfavorable market conditions can result in a deterioration in the credit quality of our borrowers and the demand for
our products and services, an increase in the number of loan delinquencies, defaults and charge-offs, additional
provisions for loan losses, adverse asset values and an overall material adverse effect on the quality of our loan
portfolio.
● Economic pressure on consumers and uncertainty regarding continuing economic improvement may result in
changes in consumer and business spending, borrowing and saving habits. Such conditions could have a material
adverse effect on the credit quality of our loans or our business, financial condition or results of operations.
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● The banking industry remains heavily regulated, and notwithstanding the stated intent of the Trump administration
to seek to reduce governmental regulations, changes by Congress or federal regulatory agencies to the banking and
financial institutions regulatory regime and heightened legal standards and regulatory requirements may continue to
be adopted in the future. Compliance with such regulation may increase our costs and limit our ability to pursue
business opportunities.
● The process we use to estimate losses inherent in our credit exposure requires difficult, subjective, and complex
judgments, including qualitative factors that pertain to economic conditions and how these economic conditions
might impair the ability of our borrowers to repay their loans. The level of uncertainty concerning economic
conditions may adversely affect the accuracy of our estimates which may, in turn, impact the reliability of the
process.
● The value of the portfolio of investment securities that we hold may be adversely affected by increasing interest rates
and defaults by debtors.
Economic conditions in California and the other markets in which we operate may adversely affect our business.
Our banking operations are concentrated primarily in California, and secondarily in New York, Texas, Massachusetts,
Washington, Illinois, New Jersey, Maryland, Nevada, and Hong Kong. The economic conditions in these local markets may
be different from, and in some instances worse than, the economic conditions in the United States as a whole. Adverse
economic conditions in these regions in particular could impair borrowers’ ability to service their loans, decrease the level
and duration of deposits by customers, decrease demand for our loans and other services and erode the value of loan collateral.
These conditions include the effects of the general decline in real estate sales and prices in many markets across the United
States; declines in economic growth, business activity or investor or business confidence; limitations on the availability or
increases in the cost of credit and capital; increases in inflation or interest rates; high unemployment; natural disasters; state
or local government insolvency; or a combination of these or other factors. These conditions could increase the amount of
our non-performing assets and have an adverse effect on our efforts to collect our non-performing loans or otherwise liquidate
our non-performing assets (including other real estate owned) on terms favorable to us, if at all, and could also cause a decline
in demand for our products and services, or a lack of growth or a decrease in deposits, any of which may cause us to incur
losses, adversely affect our capital, and hurt our business.
We may be required to make additional provisions for loan losses and charge off additional loans in the future, which
could adversely affect our results of operations.
At December 31, 2017, our allowance for loan losses totaled $123.3 million and we had net recoveries of $6.8 million
for 2017. Although economic conditions in the real estate market in portions of Los Angeles, San Diego, Riverside, and San
Bernardino counties and the Central Valley of California where many of our commercial real estate and construction loan
customers are based, have improved, the economic recovery in these areas of California is uneven and in some areas rather
slow, with relatively high and persistent unemployment. Moreover, rising interest rates may adversely affect real estate sales.
As of December 31, 2017, we had approximately $7.2 billion in commercial real estate and construction loans. Any
deterioration in the real estate market generally and in the commercial real estate and residential building segments in
particular could result in additional loan charge-offs and provisions for loan losses in the future, which could have a material
adverse effect on our financial condition, net income, and capital.
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The allowance for credit losses is an estimate of probable credit losses. Actual credit losses in excess of the estimate could
adversely affect our results of operations and capital.
A significant source of risk arises from the possibility that we could sustain losses because borrowers, guarantors, and
related parties may fail to perform in accordance with the terms of their loans and leases. The underwriting and credit
monitoring policies and procedures that we have adopted to address this risk may not prevent unexpected losses that could
have a material adverse effect on our business, financial condition, results of operations, and cash flows. The allowance for
credit losses is based on management’s estimate of the probable losses from our credit portfolio. If actual losses exceed the
estimate, the excess losses could adversely affect our results of operations and capital. Such excess losses could also lead to
larger allowances for credit losses in future periods, which could in turn adversely affect results of operations and capital in
those periods. If economic conditions differ substantially from the assumptions used in the estimate or adverse developments
arise with respect to our credits, future losses may occur, and increases in the allowance may be necessary. In addition,
various regulatory agencies, as an integral part of their examination process, periodically review the adequacy of our
allowance. These agencies may require us to establish additional allowances based on their judgment of the information
available at the time of their examinations. No assurance can be given that we will not sustain credit losses in excess of
present or future levels of the allowance for credit losses.
We are subject to extensive laws, regulations and supervision, and may become subject to additional laws, regulations and
supervision that may be enacted and that could limit or restrict our activities, hamper our ability to increase our assets
and earnings, and materially and adversely affect our profitability.
We operate in a highly regulated industry and are or may become subject to regulation by federal, state, and local
governmental authorities and various laws, regulations, regulatory guidelines, and judicial and administrative decisions
imposing requirements or restrictions on part or all of our operations, capitalization, payment of dividends, mergers and
acquisitions, investments, loans and interest rates charged, interest rates paid on deposits, and locations of offices. We also
must comply with numerous federal anti-money laundering, tax withholding and reporting, and consumer protection statutes
and regulations. A considerable amount of management time and resources have been devoted to the oversight of, and the
development and implementation of controls and procedures relating to, compliance with these laws and regulations, and we
expect that significant time and resources will be devoted to compliance in the future. These laws and regulations mandate
certain disclosure and reporting requirements and regulate the manner in which we must deal with our customers when taking
deposits, making loans, collecting loans, and providing other services. We also are, or may become subject to, examination,
supervision, and additional comprehensive regulation by various federal, state, and local authorities with regard to compliance
with these laws and regulations.
Because our business is highly regulated, the laws, rules, regulations, and supervisory guidance and policies applicable
to us are subject to regular modification and change. Perennially, various laws, rules and regulations are proposed, which, if
adopted, could impact our operations, increase our capital requirements or substantially restrict our growth and adversely
affect our ability to operate profitably by making compliance much more difficult or expensive, restricting our ability to
originate or sell loans, or further restricting the amount of interest or other charges or fees earned on loans or other products.
In addition, further regulation could increase the assessment rate we are required to pay to the FDIC, adversely affecting our
earnings. Furthermore, recent changes to Regulation Z promulgated by the CFPB may make it more difficult for us to
underwrite consumer mortgages and to compete with large national mortgage service providers. It is very difficult to predict
the competitive impact that any such changes would have on the banking and financial services industry in general or on our
business in particular. Such changes may, among other things, increase the cost of doing business, limit permissible activities,
or affect the competitive balance between banks and other financial institutions. The Dodd-Frank Act instituted major
changes to the banking and financial institutions regulatory regimes in light of the recent performance of and government
intervention in the financial services sector. Other changes to statutes, regulations, or regulatory policies, including changes
in interpretation or implementation of statutes, regulations, or policies, could affect us in substantial and unpredictable ways.
Such changes could, among other things, subject us to additional costs, limit the types of financial services and products we
may offer, and/or increase the ability of non-banks to offer competing financial services and products. Failure to comply with
laws, regulations, or policies could result in sanctions by regulatory agencies, civil money penalties, and/or reputation
damage, which could have a material and adverse effect on our business, financial condition, results of operations and the
value of our common stock. See Part I — Item 1 — “Business — Regulation and Supervision.”
25
Additional requirements imposed by the Dodd-Frank Act could adversely affect us.
Recent government efforts to strengthen the U.S. financial system have resulted in the imposition of additional regulatory
requirements, including expansive financial services regulatory reform legislation. The Dodd-Frank Act provided for
sweeping regulatory changes and the establishment of strengthened capital and liquidity requirements for banks and bank
holding companies, including minimum leverage and risk-based capital requirements no less than the strictest requirements
in effect for depository institutions as of the date of enactment; the requirement that bank holding companies serve as a source
of financial strength for their depository institution subsidiaries; enhanced regulation of financial markets, including the
derivative and securitization markets, and the elimination of certain proprietary trading activities by banks; additional
corporate governance and executive compensation requirements; enhanced financial institution safety and soundness
regulations; revisions in FDIC insurance assessment fees; the implementation of the qualified mortgage and ability-to-repay
rules for mortgage loans; and the establishment of new regulatory bodies, such as the CFPB and the Financial Services
Oversight Counsel, to identify emerging systemic risks and improve interagency cooperation. In addition, we are required to
conduct stress testing based on certain macroeconomic scenarios to reflect the impact on our income, revenues, balance
sheets, and capital levels, the results of which could require us to take certain actions, including being required to raise
additional capital. Current and future legal and regulatory requirements, restrictions, and regulations, including those imposed
under the Dodd-Frank Act, may adversely impact our profitability, make it more difficult to attract and retain key executives
and other personnel, may have a material and adverse effect on our business, financial condition, results of operations and
the value of our common stock, and may require us to invest significant management attention and resources to evaluate and
make any changes required by the legislation and related regulations.
We are subject to stringent capital requirements, including those required by Basel III.
The U.S. federal bank regulators have jointly adopted new capital requirements on banks and bank holding companies
as required by the Dodd-Frank Act, which became effective on January 1, 2015, incorporate the elements of Basel
Committee’s Basel III accords and have the effect of raising our capital requirements and imposing new capital requirements
beyond those previously required. Increased regulatory capital requirements (and the associated compliance costs) whether
due to the adoption of new laws and regulations, changes in existing laws and regulations, or more expansive or aggressive
interpretations of existing laws and regulations, may require us to raise additional capital, or impact our ability to pay
dividends or pay compensation to our executives, which could have a material and adverse effect on our business, financial
condition, results of operations and the value of our common stock. If we do not meet minimum capital requirements, we
will be subject to prompt corrective action by federal bank regulatory agencies. Prompt corrective action can include
progressively more restrictive constraints on operations, management and capital distributions. For additional discussion
regarding our capital requirements, please see “Item 1. Business – Regulation and Supervision – Capital Adequacy
Requirements” above.
We may become subject to supervisory action by bank supervisory authorities that could have a material adverse effect on
our business, financial condition, and the value of our common stock.
Under federal and state laws and regulations pertaining to the safety and soundness of financial institutions, the Federal
Reserve Bank of San Francisco (the “FRB SF”) has authority over the Bancorp and separately the DBO and FDIC have
authority over the Bank to compel or restrict certain actions if the Bancorp or the Bank should violate any laws or regulations,
if its capital should fall below adequate capital standards as a result of operating losses, or if these regulators otherwise
determine that the Bancorp or the Bank have engaged in unsafe or unsound practices, including failure to exercise proper risk
oversight over the many areas of the Bancorp’s and the Bank’s operations. These regulators, as well as the CFPB, also have
authority over the Bancorp’s and the Bank’s compliance with various statutes and consumer protection and other regulations.
Among other matters, the corrective actions that may be required of the Bancorp or the Bank following the occurrence of any
of the foregoing may include, but are not limited to, requiring the Bancorp and/or the Bank to enter into informal or formal
enforcement orders, including board resolutions, memoranda of understanding, written agreements, supervisory letters,
commitment letters, and consent or cease and desist orders to take corrective action and refrain from unsafe and unsound
practices; removing officers and directors; assessing civil monetary penalties; and taking possession of, closing and
liquidating the Bank. If we are unable to meet the requirements of any corrective actions, we could become subject to
supervisory action. The terms of any such supervisory action could have a material and adverse effect on our business,
financial condition, results of operations and the value of our common stock.
26
We face a risk of noncompliance and enforcement action with the Bank Secrecy Act and other anti-money laundering
statutes and regulations.
The Bank Secrecy Act, the USA PATRIOT Act of 2001, and other laws and regulations require financial institutions,
among other duties, to institute and maintain an effective anti-money laundering program and file suspicious activity and
currency transaction reports as appropriate. The federal Financial Crimes Enforcement Network is authorized to impose
significant civil money penalties for violations of those requirements and has recently engaged in coordinated enforcement
efforts with federal banking regulators, as well as with the U.S. Department of Justice, Drug Enforcement Administration,
and Internal Revenue Service. We are also subject to increased scrutiny of compliance with the rules enforced by the Office
of Foreign Assets Control and compliance with the Foreign Corrupt Practices Act. In addition, our Hong Kong Branch is
subject to the anti-money laundering laws and regulations of Hong Kong. If our policies, procedures and systems are deemed
deficient, we would be subject to liability, including fines and regulatory actions, which may include restrictions on our
ability to pay dividends and the necessity to obtain regulatory approvals to proceed with certain aspects of our business plan,
including our acquisition plans. Failure to maintain and implement adequate programs to combat money laundering and
terrorist financing could also have serious reputational consequences for us. Any of these results could materially and
adversely affect our business, financial condition, results of operations and the value of our common stock.
We are subject to the CRA, fair lending and other laws and regulations, and our failure to comply with these laws and
regulations could lead to material penalties.
The CRA, the Equal Credit Opportunity Act, the Fair Housing Act and other fair lending laws and regulations impose
nondiscriminatory lending and other requirements on financial institutions. The U.S. Department of Justice and other federal
agencies, including the FDIC and CFPB, are responsible for enforcing these laws and regulations. A successful challenge to
an institution’s performance under the CRA, fair lending and other compliance laws and regulations could result in a wide
variety of sanctions, including the required payment of damages and civil money penalties, injunctive relief, imposition of
restrictions on mergers and acquisitions activity and restrictions on expansion. Private parties may also have the ability to
challenge an institution’s performance under fair lending laws in private class action litigation. The costs of defending, and
any adverse outcome from, any such challenge could damage our reputation or could have a material adverse effect on our
business, financial condition or results of operations.
Our stress testing processes rely on analytical and forecasting models that may prove to be inadequate or inaccurate,
which could adversely affect the effectiveness of our strategic planning and our ability to pursue corporate goals.
In accordance with the Dodd‐Frank Act and the Federal Reserve’s regulations thereunder, banking organizations with
$10 billion to $50 billion in assets are required to perform annual capital stress tests. The results of our capital stress tests
may require us to increase our regulatory capital, raise additional capital or take or decline to take certain other capital‐related
actions under certain circumstances. Our stress testing processes also rely on our use of analytical and forecasting models.
These models reflect assumptions that may not be accurate, particularly in times of market stress or other unforeseen
circumstances. Furthermore, even if our assumptions are accurate predictors of future performance, the models they are based
on may prove to be inadequate or inaccurate because of other flaws in their design or implementation. Also, the assumptions
we utilize for our stress tests may not be met with regulatory approval, which could result in our stress tests receiving a failing
grade. In addition to adversely affecting our reputation, failing our stress tests would likely preclude or delay our growth
through acquisition, and would limit our ability to pay any cash dividends
Our deposit insurance premiums could increase in the future, which could have a material adverse impact on future
earnings and financial condition.
The FDIC insures deposits at FDIC-insured financial institutions, including the Bank. The FDIC charges insured
financial institutions premiums to maintain the Deposit Insurance Fund ("DIF") at a specific level. Unfavorable economic
conditions, increased bank failures and additional failures decreased the DIF. In order to restore the DIF to its statutorily
mandated minimum of 1.35% of total deposits by September 30, 2020, the FDIC may need to increase deposit insurance
premium rates. Insured institutions with assets of $10 billion or more will be responsible for funding this increase. The FDIC
has issued regulations to implement these provisions of the Dodd-Frank Act. It has, in addition, established a higher reserve
ratio of 2% as a long term goal which goes beyond what is required by statute. There is no implementation deadline for the
2% ratio. The FDIC may increase the assessment rates or impose additional special assessments in the future to keep the DIF
at the statutory target level. Any increase in the Bank's FDIC premiums could have an adverse effect on its financial condition
and results of operations.
27
Our use of third party vendors and our other ongoing third party business relationships are subject to increasing
regulatory requirements and attention.
We regularly use third party vendors as part of our business. We also have substantial ongoing business relationships
with other third parties. These types of third party relationships are subject to increasingly demanding regulatory requirements
and attention by our federal bank regulators. Recent regulation requires us to enhance our due diligence, ongoing monitoring
and control over our third party vendors and other ongoing third party business relationships. In certain cases we may be
required to renegotiate our agreements with these vendors to meet these enhanced requirements, which could increase our
costs. We expect that our regulators will hold us responsible for deficiencies in our oversight and control of our third party
relationships and in the performance of the parties with which we have these relationships. As a result, if our regulators
conclude that we have not exercised adequate oversight and control over our third party vendors or other ongoing third party
business relationships or that such third parties have not performed appropriately, we could be subject to enforcement actions,
including civil money penalties or other administrative or judicial penalties or fines as well as requirements for customer
remediation, any of which could have a material adverse effect our business, financial condition or results of operations.
We may experience goodwill impairment.
Goodwill is initially recorded at fair value and is not amortized, but is reviewed at least annually or more frequently if
events or changes in circumstances indicate that the carrying value may not be fully recoverable. If our estimates of goodwill
fair value change, we may determine that impairment charges are necessary. Estimates of fair value are determined based on
a complex model using cash flows and company comparisons. If management’s estimates of future cash flows are inaccurate,
the fair value determined could be inaccurate and impairment may not be recognized in a timely manner.
Liquidity risk could impair our ability to fund operations and jeopardize our financial condition.
Liquidity is essential to our business. An inability to raise funds through deposits, FHLB advances and other borrowings,
the sale of loans, and other sources could have a material adverse effect on our liquidity. Our access to funding sources in
amounts adequate to finance our activities could be impaired by factors that affect us specifically or the financial services
industry in general. Factors that could detrimentally impact our access to liquidity sources include a decrease in the level of
our business activity due to a market downturn or adverse regulatory action against us. Deposit balances can decrease when
customers perceive alternative investments as providing a better risk/return tradeoff. If customers move money out of bank
deposits and into other investments, we would lose a relatively low-cost source of funds, increasing our funding costs and
reducing our net interest income and net income. Our ability to acquire deposits or borrow could also be impaired by factors
that are not specific to us, such as a severe disruption of the financial markets or negative views and expectations about the
prospects for the financial services industry as a whole.
Based on past experience, we believe that our deposit accounts are relatively stable sources of funds. If we increase
interest rates paid to retain deposits, our earnings may be adversely affected, which could have an adverse effect on our
business, financial condition and results of operations. Any decline in available funding could adversely impact our ability
to originate loans, invest in securities, meet our expenses, pay dividends to our stockholders or to fulfill obligations such as
repaying our borrowings or meeting deposit withdrawal demands, any of which could have a material adverse impact on our
liquidity, business, financial condition and results of operations.
28
Our business is subject to interest rate risk, and fluctuations in interest rates could reduce our net interest income and
adversely affect our business.
A substantial portion of our income is derived from the differential, or “spread,” between the interest earned on loans,
investment securities, and other interest-earning assets, and the interest paid on deposits, borrowings, and other interest-
bearing liabilities. The interest rate risk inherent in our lending, investing, and deposit taking activities is a significant market
risk to us and our business. Income associated with interest earning assets and costs associated with interest-bearing liabilities
may not be affected uniformly by fluctuations in interest rates. The magnitude and duration of changes in interest rates, events
over which we have no control, may have an adverse effect on net interest income. Prepayment and early withdrawal levels,
which are also impacted by changes in interest rates, can significantly affect our assets and liabilities. Increases in interest
rates may adversely affect the ability of our floating rate borrowers to meet their higher payment obligations, which could in
turn lead to an increase in non-performing assets and net charge-offs.
Generally, the interest rates on our interest-earning assets and interest-bearing liabilities do not change at the same rate,
to the same extent, or on the same basis. Even assets and liabilities with similar maturities or periods of re-pricing may react
in different degrees to changes in market interest rates. Interest rates on certain types of assets and liabilities may fluctuate in
advance of changes in general market interest rates, while interest rates on other types of assets and liabilities may lag behind
changes in general market rates. Certain assets, such as fixed and adjustable rate mortgage loans, have features that limit
changes in interest rates on a short-term basis and over the life of the asset. Therefore, as interest rates begin to increase, if
our floating rate interest-earning assets do not reprice faster than our interest-bearing liabilities in a rising rate environment,
our net interest income and, in turn, our profitability, could be adversely affected.
We seek to minimize the adverse effects of changes in interest rates by structuring our asset-liability composition to
obtain the maximum spread. We use interest rate sensitivity analysis and a simulation model to assist us in estimating the
optimal asset-liability composition. However, such management tools have inherent limitations that impair their
effectiveness. Moreover, the long-term effects of the Federal Reserve’s unprecedented quantitative easing and tapering off
are unknown, and while interest rates have begun to increase, they remain at historically low levels. There can be no assurance
that we will be successful in minimizing the adverse effects of changes in interest rates.
We have engaged in expansion through acquisitions and may consider additional acquisitions in the future, which could
negatively affect our business and earnings.
We have engaged in expansion through acquisitions and may consider other acquisitions in the future. There are risks
associated with any such expansion. These risks include, among others, incorrectly assessing the asset quality of a bank
acquired in a particular transaction, encountering greater than anticipated costs in integrating acquired businesses, facing
resistance from customers or employees, and being unable to profitably deploy assets acquired in the transaction. Additional
country- and region-specific risks are associated with transactions outside the United States, including in China. To the extent
we issue capital stock in connection with additional transactions, if any, these transactions and related stock issuances may
have a dilutive effect on earnings per share and share ownership.
Our earnings, financial condition, and prospects after a merger or acquisition depend in part on our ability to successfully
integrate the operations of the acquired company. We may be unable to integrate operations successfully or to achieve
expected cost savings. Any cost savings which are realized may be offset by losses in revenues or other charges to earnings.
As with any acquisition of financial institutions, there also may be business disruptions that cause us to lose customers or
cause customers to remove their accounts from us and move their business to competing financial institutions.
In addition, our ability to grow may be limited if we cannot make acquisitions. We compete with other financial
institutions with respect to proposed acquisitions. We cannot predict if or when we will be able to identify and attract
acquisition candidates or make acquisitions on favorable terms.
29
Inflation and deflation may adversely affect our financial performance.
The Consolidated Financial Statements and related financial data presented in this report have been prepared in
accordance with accounting principles generally accepted in the United States. These principles require the measurement of
financial position and operating results in terms of historical dollars, without considering changes in the relative purchasing
power of money over time due to inflation or deflation. The primary impact of inflation on our operations is reflected in
increased operating costs. Conversely, deflation will tend to erode collateral values and diminish loan quality. Virtually all
of our assets and liabilities are monetary in nature. As a result, interest rates have a more significant impact on our
performance than the general levels of inflation or deflation. Interest rates do not necessarily move in the same direction or
in the same magnitude as the price of goods and services.
Governmental monetary policies and intervention to stabilize the U.S. financial system may affect our business and are
beyond our control.
The business of banking is affected significantly by the fiscal and monetary policies of the Federal government and its
agencies. Such policies are beyond our control. We are particularly affected by the policies established by the Federal Reserve
in relation to the supply of money and credit in the United States. The instruments of monetary policy available to the Federal
Reserve can be used in varying degrees and combinations to directly affect the availability of bank loans and deposits, as
well as the interest rates charged on loans and paid on deposits, and this can and does have a material effect on our business.
Concentration of risk increases the potential for significant losses.
We have naturally developed concentrated exposures to those markets and asset classes in which we have specific
knowledge or competency. In particular, we primarily operate in California markets with a concentration of Chinese-
American individuals and businesses, and commercial and commercial real estate loans constitute a significant portion of our
loan portfolio. In management's judgment, our extensive experience within these concentration areas helps us to better
evaluate underwriting and other associated risks with extending credit. However, the presence of similar exposures
concentrated in certain asset classes leaves us exposed to the risk of a focused downturn within a concentration area. Thus,
our concentration in the California markets increases our exposure to materially higher credit losses if there is a deterioration
in the economic conditions, housing conditions or real estate values in the California markets. Our concentration in
commercial and commercial real estate lending also increases our exposure to risks generally associated with such lending.
Our commercial and commercial real estate loans may have a greater risk of loss than residential mortgage loans, in part
because these loans are generally larger or more complex to underwrite and are characterized by having a limited supply of
real estate at commercially attractive locations, long delivery time frames for development and high interest rate sensitivity.
Unexpected deterioration in the credit quality of our commercial or commercial real estate loan portfolios would require us
to increase our provision for loan losses, which would reduce our profitability and could materially adversely affect our
business, financial condition and results of operations. Moreover, with respect to commercial real estate loans, federal and
state banking regulators are examining commercial real estate lending activity with heightened scrutiny and may require
banks with higher levels of commercial real estate loans to implement more stringent underwriting, internal controls, risk
management policies and portfolio stress testing, as well as possibly higher levels of allowances for losses and capital levels
as a result of commercial real estate lending growth and exposures.
As we expand our business outside of California markets, we will encounter risks that could adversely affect us.
We primarily operate in California markets with a concentration of Chinese-American individuals and businesses;
however, one of our strategies is to expand beyond California into other domestic markets that have concentrations of
Chinese-American individuals and businesses. We currently have operations in eight other states (New York, Texas,
Washington, Massachusetts, Illinois, New Jersey, Maryland, and Nevada) and in Hong Kong. In the course of this expansion,
we will encounter significant risks and uncertainties that could have a material adverse effect on our operations. These risks
and uncertainties include increased expenses and operational difficulties arising from, among other things, our ability to
attract sufficient business in new markets, to manage operations in noncontiguous market areas, to comply with all of the
various local laws and regulations, and to anticipate events or differences in markets in which we have no current experience.
30
To the extent that we expand through acquisitions, such acquisitions may also adversely harm our business if we fail to
adequately address the financial and operational risks associated with such acquisitions. For example, risks can include
difficulties in assimilating the operations, technology, and personnel of the acquired company; diversion of management’s
attention from other business concerns; inability to maintain uniform standards, controls, procedures, and policies; potentially
dilutive issuances of equity securities; the incurring of additional debt and contingent liabilities; use of cash resources; large
write-offs; and amortization expenses related to other intangible assets with finite lives.
Our loan portfolio is largely secured by real estate, and a downturn in the real estate market may adversely affect our
results of operations.
The real estate collateral securing our borrowers’ obligations is principally located in California, and to a lesser extent,
in New York, Texas, Massachusetts, Washington, Illinois, New Jersey, Maryland, and Nevada. The value of such collateral
depends upon conditions in the relevant real estate markets. These include general or local economic conditions and
neighborhood characteristics, unemployment rates, real estate tax rates, the cost of operating the properties, governmental
regulations and fiscal policies, acts of nature including earthquakes, floods, and hurricanes (which may result in uninsured
losses), and other factors beyond our control. The direction of real estate sales and prices in many markets across the United
States is not currently predictable and reductions in the value of our real estate collateral could cause us to have to foreclose
on the real estate. If we are not able to realize a satisfactory amount upon foreclosure sales, we may have to own the properties,
subjecting us to exposure to the risks and expenses associated with ownership. Any continued declines in real estate sales
and prices coupled with any weakness in the economy and continued high unemployment will result in higher than expected
loan delinquencies or problem assets, additional loan charge-offs and provisions for loan losses, a decline in demand for our
products and services, or a lack of growth or a decrease in deposits, which may cause us to incur losses, adversely affect our
capital, and hurt our business.
Our commercial loan, commercial real estate loan and construction loan portfolios expose us to risks that may be greater
than the risks related to our other loans.
Our loan portfolio includes commercial loans and commercial real estate loans, which are secured by hotels and motels,
shopping/retail centers, service station and car wash, industrial and warehouse properties, and other types of commercial
properties. Commercial and commercial real estate loans may carry more risk as compared to other types of lending, because
they typically involve larger loan balances often concentrated with a single borrower or groups of related borrowers. This
may result in larger charge-offs on commercial and commercial real estate loans on a per loan basis than those incurred with
our residential or consumer loan portfolios. These loans also may expose a lender to greater credit risk than loans secured by
residential real estate. The payment experience on commercial real estate loans that are secured by income producing
properties are typically dependent on the successful operation of the related real estate project and thus, may subject us to
adverse conditions in the real estate market or to the general economy. The collateral securing these loans typically cannot
be liquidated as easily as residential real estate. If we foreclose on these loans, our holding period for the collateral typically
is longer than residential properties because there are fewer potential purchasers of the collateral.
Additionally, many of the Bank’s commercial real estate and commercial business loans are made to small to medium
sized businesses that may have a heightened vulnerability to economic conditions. Moreover, a portion of these loans have
been made by us in recent years and the borrowers may not have experienced a complete business or economic cycle.
Furthermore, the deterioration of our borrowers’ businesses may hinder their ability to repay their loans with us, which could
adversely affect our results of operations. Any unexpected deterioration in the credit quality of our commercial or commercial
real estate loan portfolios would require us to increase our provision for loan losses, which would reduce our profitability
and could materially adversely affect our business, financial condition, results of operations and prospects.
Moreover, federal and state banking regulators are examining commercial real estate lending activity with heightened
scrutiny and may require banks with higher levels of commercial real estate loans to implement more stringent underwriting,
internal controls, risk management policies and portfolio stress testing, as well as possibly higher levels of allowances for
losses and capital levels as a result of commercial real estate lending growth and exposures. Because a significant portion of
our loan portfolio is comprised of commercial real estate loans, the banking regulators may require us to maintain higher
levels of capital than we would otherwise be expected to maintain, which could limit our ability to leverage our capital and
have a material adverse effect on our business, financial condition, results of operations and prospects.
31
In addition, the risks inherent in construction lending may continue to affect adversely our results of operations. Such
risks include, among other things, the possibility that contractors may fail to complete, or complete on a timely basis,
construction of the relevant properties; substantial cost overruns in excess of original estimates and financing; market
deterioration during construction; and lack of permanent take-out financing. Loans secured by such properties also involve
additional risk because they have no operating history. In these loans, loan funds are advanced upon the security of the project
under construction (which is of uncertain value prior to completion of construction) and the estimated operating cash flow to
be generated by the completed project. There is no assurance that such properties will be sold or leased so as to generate the
cash flow anticipated by the borrower. A general decline in real estate sales and prices across the United States or locally in
the relevant real estate market, a decline in demand for residential real estate, economic weakness, high rates of
unemployment, and reduced availability of mortgage credit, are some of the factors that can adversely affect the borrowers’
ability to repay their obligations to us and the value of our security interest in collateral, and thereby adversely affect our
results of operations and financial results.
Our use of appraisals in deciding whether to make a loan on or secured by real property does not ensure the value of the
real property collateral.
In considering whether to make a loan secured by real property, we typically require an appraisal of the property.
However, an appraisal is only an estimate of the value of the property at the time the appraisal is made. If the appraisal does
not reflect the amount that may be obtained upon any sale or foreclosure of the property, we may not realize an amount equal
to the indebtedness secured by the property.
Liabilities from environmental regulations could materially and adversely affect our business and financial condition.
In the course of the Bank’s business, the Bank may foreclose and take title to real estate, and could be subject to
environmental liabilities with respect to these properties. The Bank may be held liable to a governmental entity or to third
parties for property damage, personal injury, investigation and clean-up costs incurred by these parties in connection with
environmental contamination, or may be required to investigate or clear up hazardous or toxic substances, or chemical
releases at a property. The costs associated with investigation or remediation activities could be substantial. In addition, as
the owner or former owner of any contaminated site, the Bank may be subject to common law claims by third parties based
on damages, and costs resulting from environmental contamination emanating from the property. If the Bank ever becomes
subject to significant environmental liabilities, its business, financial condition, results of operations and the value of our
common stock could be materially and adversely affected.
We face substantial competition from our competitors.
We face substantial competition for deposits, loans, and for other banking services, as well as acquisitions, throughout
our market area from the major banks and financial institutions that dominate the commercial banking industry. This may
cause our cost of funds to exceed that of our competitors. These banks and financial institutions, including those with foreign
ownership, have greater resources than we do, including the ability to finance advertising campaigns and allocate their
investment assets to regions of higher yield and demand and make acquisitions and invest in new banking technology. By
virtue of their larger capital bases, they have substantially greater lending limits than we do and perform certain functions,
including trust services, which are not presently offered by us. We also compete for loans and deposits, as well as other
banking services, such as payment services, with savings and loan associations, savings banks, brokerage houses, insurance
companies, mortgage companies, credit unions, credit card companies and other financial and non-financial institutions and
entities. These factors and ongoing consolidation among insured institutions in the financial services industry may materially
and adversely affect our ability to market our products and services. Significant increases in the costs of monitoring and
ensuring compliance with new banking regulations and the necessary costs of upgrading information technology and data
processing capabilities can have a disproportionate impact on our ability to compete with larger institutions.
32
We are dependent on key personnel and the loss of one or more of those key personnel may materially and adversely affect
our prospects.
Competition for qualified employees and personnel in the banking industry is intense and there are a limited number of
qualified persons with knowledge of, and experience in, the communities that we serve. The process of recruiting personnel
with the combination of skills and attributes required to carry out our strategies is often lengthy. Our success depends to a
significant degree upon our ability to attract and retain qualified management, loan origination, finance, administrative,
marketing, and technical personnel and upon the continued contributions of our management and personnel. In particular,
our success has been and continues to be highly dependent upon the abilities of key executives and certain other employees,
including, but not limited to, our Chief Executive Officer, Pin Tai, and our Chief Financial Officer, Heng W. Chen.
Our compensation practices are subject to review and oversight by the FDIC, the DBO, the Federal Reserve and other
regulators. We may be subject to limitations on compensation practices, which may or may not affect our competitors, by the
FDIC, the DBO, the Federal Reserve or other regulators. These limitations could further affect our ability to attract and retain
our executive officers and other key personnel. In April 2011 and April 2016, the Federal Reserve, other federal banking
agencies and the SEC jointly published proposed rules designed to implement provisions of the Dodd-Frank Act prohibiting
incentive compensation arrangements that would encourage inappropriate risk taking at covered financial institutions, which
includes a bank or bank holding company with $1 billion or more of assets, such as the Bancorp and the Bank. It cannot be
determined at this time whether or when a final rule will be adopted and whether compliance with such a final rule will
substantially affect the manner in which we structure compensation for our executives and other employees. Depending on
the nature and application of the final rules, we may not be able to successfully compete with certain financial institutions
and other companies that are not subject to some or all of the rules to retain and attract executives and other high performing
employees. If this were to occur, our business, financial condition and results of operations could be adversely affected,
perhaps materially.
Managing reputational risk is important to attracting and maintaining customers, investors, and employees.
Threats to our reputation can come from many sources, including adverse sentiment about financial institutions generally,
unethical practices, employee misconduct, failure to deliver minimum standards of service or quality, compliance
deficiencies, failure to protect confidential client information and questionable, illegal, or fraudulent activities of our
customers. We have policies and procedures in place that seek to protect our reputation and promote ethical conduct, but
these policies and procedures may not be fully effective. Negative publicity regarding our business, employees, or customers,
with or without merit, may result in the loss of customers, investors, and employees, costly litigation, a decline in revenues,
and increased governmental regulation.
Natural disasters and geopolitical events beyond our control could adversely affect us.
Natural disasters such as earthquakes, landslides, wildfires, extreme weather conditions, hurricanes, floods, and other
acts of nature and geopolitical events involving civil unrest, changes in government regimes, terrorism, or military conflict
could adversely affect our business operations and those of our customers and cause substantial damage and loss to real and
personal property. These natural disasters and geopolitical events could impair our borrowers’ ability to service their loans,
decrease the level and duration of deposits by customers, erode the value of loan collateral, and result in an increase in the
amount of our non-performing loans and a higher level of non-performing assets (including real estate owned), net charge-
offs, and provision for loan losses, which could materially and adversely affect our business, financial condition, results of
operations and the value of our common stock.
33
Adverse conditions in Asia and elsewhere could adversely affect our business.
A substantial number of our customers have economic and cultural ties to Asia and, as a result, we are likely to feel the
effects of adverse economic and political conditions in Asia, including the effects of rising inflation or slowing growth and
volatility in the real estate and stock markets in China and other regions. Additionally, we maintain a branch in Hong Kong.
U.S. and global economic policies, military tensions, and unfavorable global economic conditions may adversely impact the
Asian economies. In addition, pandemics and other public health crises or concerns over the possibility of such crises could
create economic and financial disruptions in the region. A significant deterioration of economic conditions in Asia could
expose us to, among other things, economic and transfer risk, and we could experience an outflow of deposits by those of our
customers with connections to Asia. Transfer risk may result when an entity is unable to obtain the foreign exchange needed
to meet its obligations or to provide liquidity. This may adversely impact the recoverability of investments with or loans
made to such entities. Adverse economic conditions in Asia, and in China or Taiwan in particular, may also negatively impact
asset values and the profitability and liquidity of our customers who operate in this region.
We depend on the accuracy and completeness of information about customers.
In deciding whether to extend credit, open a bank account or enter into other transactions with customers, we may rely
on information furnished to us by or on behalf of customers, including financial statements and other financial information.
We also may rely on representations of customers as to the accuracy and completeness of that information and, with respect
to financial statements, on reports of independent auditors. We may further rely on invoices, contracts, and other supporting
documentation provided by our customers, as well as our customers' representations that their financial statements conform
to U.S. GAAP (or other applicable accounting standards in foreign markets) and present fairly, in all material respects, the
financial condition, results of operations and cash flows of the customer. We also may rely on customer representations and
certifications, or other audit or accountants' reports, with respect to the business and financial condition of our clients. Our
financial condition, results of operations, financial reporting or reputation could be negatively affected if we rely on materially
misleading, false, inaccurate or fraudulent information.
Our information systems may experience failures, interruptions, or breaches in security, which could have a material and
adverse effect on our business, financial condition, results of operations and the value of our common stock.
We rely heavily on communications and information systems to conduct our business. Any failure, interruption, or breach
or threatened breach of these systems could result in failures or disruptions in our customer relationship management, general
ledger, deposit, loan, and other systems. In the course of providing financial services, we store personally identifiable data
concerning customers and employees of customers. While we have policies and procedures designed to prevent or limit the
effect of the failure, interruption, or breaches of our information systems, there can be no assurance that any such failures,
interruptions, or breaches will not occur or, if they do occur, that they will be adequately addressed. Privacy laws and
regulations are matters of growing public concern and are continually changing in the states in which we operate.
In recent periods, there has been a rise in electronic fraudulent activity, security breaches, and cyber-attacks within the
financial services industry, especially in the banking sector. Some financial institutions have reported breaches of their
websites and systems, some of which have involved sophisticated and targeted attacks intended to misappropriate sensitive
or confidential information, destroy or corrupt data, disable or degrade service, disrupt operations or sabotage systems. These
breaches can remain undetected for an extended period of time. The secure maintenance and transmission of confidential
information, as well as the secure execution of transactions over our systems, are essential to protect us and our customers
against fraud and security breaches and to maintain our customers’ confidence. Increases in criminal activity levels and
sophistication, advances in computer capabilities, and other developments could result in a compromise or breach of the
technology, processes, and controls that we use to prevent fraudulent transactions or to protect data about us, our customers,
and underlying transactions, as well as the technology used by our customers to access our systems. Cyber security risks may
also occur with our third-party service providers, and may interfere with their ability to fulfill their contractual obligations to
us, with attendant potential for financial loss or liability that could adversely affect our financial condition or results of
operations. These risks will likely continue to increase in the future as we continue to increase our offerings of mobile services
and other Internet or web-based products.
34
The occurrence of any failures, interruptions, or breaches could damage our reputation, result in a loss of customers,
cause us to incur additional costs (including remediation and cyber security protection costs), disrupt our operations, affect
our ability to grow our online and mobile banking services, subject us to additional regulatory scrutiny, or expose us to civil
litigation and possible financial liability, any of which could have a material adverse effect on our business, financial
condition, results of operations and the value of our common stock.
Our need to continue to adapt our information technology systems to allow us to provide new and expanded service could
present operational issues, require significant capital spending, and disrupt our business.
The financial services market, including banking services, is undergoing rapid changes with frequent introductions of
new technology-driven products and services. In addition to better serving customers, the effective use of technology
increases efficiency and may enable us to reduce costs. Our future success may depend, in part, on our ability to use
technology to provide products and services that provide convenience to customers and to create additional efficiencies in
our operations. As we continue to offer Internet banking and other online and mobile services to our customers, and continue
to expand our existing conventional banking services, we will need to adapt our information technology systems to handle
these changes in a way that meets constantly changing industry and regulatory standards. This can be very expensive and
may require significant capital expenditures. In addition, our success will depend on, among other things, our ability to
provide secure and reliable services, anticipate changes in technology, and efficiently develop and introduce services that are
accepted by our customers and cost effective for us to provide. Some of our competitors have substantially greater resources
to invest in technological improvements than we currently have. We may not be able to effectively implement new
technology-driven products and services or be successful in marketing these products and services to our customers. As a
result, our ability to effectively compete to retain or acquire new business may be impaired, and our business, financial
condition or results of operations, may be adversely affected.
We may incur significant losses as a result of ineffective risk management processes and strategies.
We are exposed to many types of operational risks, including liquidity risk, credit risk, market risk, interest rate risk,
legal and compliance risk, strategic risk, information security risk, and reputational risk. We are also reliant upon our
employees, and our operations are subject to the risk of fraud, theft or malfeasance by our employees. We seek to monitor
and control our risk exposure through a risk and control framework encompassing a variety of separate but complementary
financial, credit, operational and compliance systems, and internal control and management review processes. However, these
systems and review processes and the judgments that accompany their application may not be effective and, as a result, we
may not anticipate every economic and financial outcome in all market environments or the specifics and timing of such
outcomes, particularly in the event of the kinds of dislocations in market conditions experienced during the recession, which
highlight the limitations inherent in using historical data to manage risk. If those systems and review processes prove to be
ineffective in identifying and managing risks, our business, financial condition, results of operations and the value of our
common stock could be materially and adversely affected. We may also suffer severe reputational damage.
Our business and financial results could be impacted materially by adverse results in legal proceedings.
Various aspects of our operations involve the risk of legal liability. We have been, and expect to continue to be, named
or threatened to be named as defendants in legal proceedings arising from our business activities. We establish accruals for
legal proceedings when information related to the loss contingencies represented by those proceedings indicates both that a
loss is probable and that the amount of the loss can be reasonably estimated, but we do not have accruals for all legal
proceedings where we face a risk of loss. In addition, amounts accrued may not represent the ultimate loss to us from those
legal proceedings. Thus, our ultimate losses may be higher or lower, and possibly significantly so, than the amounts accrued
for loss contingencies arising from legal proceedings, and these losses could have a material and adverse effect on our
business, financial condition, results of operations and the value of our common stock.
35
Certain provisions of our charter and bylaws could make the acquisition of our company more difficult.
Certain provisions of our restated certificate of incorporation, as amended, and our restated bylaws, as amended, could
make the acquisition of our company more difficult. These provisions include authorized but unissued shares of preferred
and common stock that may be issued without stockholder approval; three classes of directors serving staggered terms; special
requirements for stockholder proposals and nominations for director; and super-majority voting requirements in certain
situations including certain types of business combinations.
Our financial results could be adversely affected by changes in accounting standards or tax laws and regulations.
From time to time, the Financial Accounting Standards Board and the SEC will change the financial accounting and
reporting standards that govern the preparation of our financial statements. In addition, from time to time, federal and state
taxing authorities will change the tax laws and regulations, and their interpretations. These changes and their effects can be
difficult to predict and can materially and adversely impact how we record and report our financial condition and results of
operations.
Changes to tax law could increase our effective tax rates. These law changes may be retroactive to previous periods and
as a result could negatively affect our current and future financial performance. The Tax Cuts and Jobs Act, the full impact
of which is subject to further evaluation and analysis, is likely to have both positive and negative effects on our financial
performance. For example, the new legislation will result in a reduction in our federal corporate tax rate from 35% to 21%
beginning in 2018, which will have a favorable impact on our earnings and capital generation abilities. However, the new
legislation also enacted limitations on certain deductions, such as the deduction of FDIC deposit insurance premiums, which
will partially offset the anticipated increase in net earnings from the lower tax rate. In addition, fourth quarter and full-year
2017 results included $23.4 million of additional tax expense related to the revaluation of the Company's deferred tax assets
and a $2.6 million pretax write-down of low income housing tax credit investments, both as a result of the lower corporate
tax rate enacted by the Tax Cuts and Jobs Act. The impact of the Tax Cuts and Jobs Act may differ from the foregoing,
possibly materially, due to changes in interpretations or in assumptions that we have made, guidance or regulations that may
be promulgated, and other actions that we may take as a result of the Tax Cuts and Jobs Act. Similarly, the Bank’s customers
are likely to experience varying effects from both the individual and business tax provisions of the Tax Cuts and Jobs Act
and such effects, whether positive or negative, may have a corresponding impact on our business and the economy as a whole.
The price of our common stock may fluctuate significantly, and this may make it difficult for you to sell shares of common
stock owned by you at times or at prices you find attractive.
The trading price of our common stock may fluctuate widely as a result of a number of factors, many of which are outside
our control. In addition, the stock market is subject to fluctuations in the share prices and trading volumes that affect the
market prices of the shares of many companies. These broad market fluctuations could adversely affect the market price of
our common stock. Among the factors that could affect our stock price are:
● actual or anticipated quarterly fluctuations in our operating results and financial condition and prospects;
●
changes in revenue or earnings estimates or publication of research reports and recommendations by financial
analysts;
●
failure to meet analysts’ revenue or earnings estimates;
●
speculation in the press or investment community;
●
strategic actions by us or our competitors, such as acquisitions or restructurings;
●
acquisitions of other banks or financial institutions;
36
●
actions by institutional stockholders;
●
fluctuations in the stock price and operating results of our competitors;
● general market conditions and, in particular, developments related to market conditions for the financial services
industry;
● proposed or adopted regulatory changes or developments;
●
anticipated or pending investigations, proceedings, or litigation that involve or affect us;
●
successful management of reputational risk; and
● domestic and international economic factors, such as interest or foreign exchange rates, stock, commodity, credit,
or asset valuations or volatility, unrelated to our performance.
The stock market and, in particular, the market for financial institution stocks, has experienced significant volatility. As
a result, the market price of our common stock may be volatile. In addition, the trading volume in our common stock may
fluctuate more than usual and cause significant price variations to occur. The trading price of the shares of our common stock
and the value of our other securities will depend on many factors, which may change from time to time, including, without
limitation, our financial condition, performance, creditworthiness and prospects, future sales of our equity or equity related
securities, and other factors identified above in “Forward-Looking Statements,” and in this Item 1A — “Risk Factors.” The
capital and credit markets can experience volatility and disruption. Such volatility and disruption can reach unprecedented
levels, resulting in downward pressure on stock prices and credit availability for certain issuers without regard to their
underlying financial strength. A significant decline in our stock price could result in substantial losses for individual
stockholders and could lead to costly and disruptive securities litigation.
An investment in our common stock is not an insured deposit.
Our common stock is not a bank deposit and, therefore, is not insured against loss by the FDIC, any other deposit
insurance fund or by any other public or private entity. Investment in our common stock is inherently risky for the reasons
described in this “Risk Factors” section and elsewhere in this report and is subject to the same market forces that affect the
price of common stock in any company. As a result, if you acquire our common stock, you could lose some or all of your
investment.
Statutory restrictions and restrictions by our regulators on dividends and other distributions from the Bank may adversely
impact us by limiting the amount of distributions the Bancorp may receive. Statutory and contractual restrictions and our
regulators may also restrict the Bancorp’s ability to pay dividends.
The ability of the Bank to pay dividends to us is limited by various regulations and statutes, including California law,
and our ability to pay dividends on our outstanding stock is limited by various regulations and statutes, including Delaware
law.
A substantial portion of the Bancorp’s cash flow comes from dividends that the Bank pays to us. Various statutory
provisions restrict the amount of dividends that the Bank can pay to us without regulatory approval.
The Federal Reserve Board has previously issued Federal Reserve Supervision and Regulation Letter SR-09-4 that states
that bank holding companies are expected to inform and consult with the Federal Reserve supervisory staff prior to taking
any actions that could result in a diminished capital base, including any payment or increase in the rate of dividends. In
addition, if we are not current in our payment of dividends on our Junior Subordinated Notes, we may not pay dividends on
our common stock. Further, new capital conservation buffer requirements will limit the ability of the Bank to pay dividends
to the Bancorp if we are not compliant with those capital cushions.
37
If the Bank were to liquidate, the Bank’s creditors would be entitled to receive distributions from the assets of the Bank
to satisfy their claims against the Bank before the Bancorp, as a holder of the equity interest in the Bank, would be entitled
to receive any of the assets of the Bank as a distribution or dividend.
The restrictions described above, together with the potentially dilutive impact of the warrant initially issued to the U.S.
Treasury in connection with our participation in the TARP Capital Purchase Program and subsequently sold by the U.S.
Treasury in a secondary public offering, could have a negative effect on the value of our common stock. Moreover, holders
of our common stock are entitled to receive dividends only when, as and if declared by our Board of Directors. Although we
have historically paid cash dividends on our common stock, we are not required to do so and our Board of Directors could
reduce or eliminate our common stock dividend in the future, which could adversely affect the market price of our common
stock.
The issuance of preferred stock could adversely affect holders of common stock, which may negatively impact their
investment.
Our Board of Directors is authorized to issue preferred stock without any action on the part of the stockholders. The
board of directors also has the power, without stockholder approval, to set the terms of any such classes or series of preferred
stock that may be issued, including voting rights, dividend rights and preferences over the common stock with respect to
dividends or upon the liquidation, dissolution, or winding up of our business and other terms. If we issue preferred stock in
the future that has a preference over the common stock with respect to the payment of dividends or upon liquidation,
dissolution or winding up, or if we issue preferred stock with voting rights that dilute the voting power of the common stock,
the rights of holders of the common stock or the market price of the common stock could be adversely affected.
Our outstanding debt securities restrict our ability to pay dividends on our capital stock.
We have issued an aggregate of $119.1 million in trust preferred securities (collectively, the “Trust Preferred Securities”).
Payments to investors in respect of the Trust Preferred Securities are funded by distributions on certain series of securities
issued by us, with similar terms to the relevant series of Trust Preferred Securities, which we refer to as the “Junior
Subordinated Notes.” If we are unable to pay interest in respect of the Junior Subordinated Notes (which will be used to make
distributions on the Trust Preferred Securities), or if any other event of default occurs, then we will generally be prohibited
from declaring or paying any dividends or other distributions, or redeeming, purchasing or acquiring, any of our capital
securities, including the common stock, during the next succeeding interest payment period applicable to any of the Junior
Subordinated Notes.
Moreover, any other financing agreements that we enter into in the future may limit our ability to pay cash dividends on
our capital stock, including the common stock. In the event that any other financing agreements in the future restrict our
ability to pay such dividends, we may be unable to pay dividends in cash on the common stock unless we can refinance
amounts outstanding under those agreements.
We may need to raise additional capital which may dilute the interests of holders of our common stock or otherwise have
an adverse effect on their investment.
Should economic conditions deteriorate, particularly in the California commercial real estate and residential real estate
markets where our business is concentrated, we may need to raise more capital to support any additional provisions for loan
losses and loan charge-offs. In addition, we may need to raise more capital to meet other regulatory requirements, including
new required capital standards, if our losses are higher than expected, if we are unable to meet our capital requirements, or if
additional capital is required for our growth. There can be no assurance that we would succeed in raising any such additional
capital, and any capital we obtain may dilute the interests of holders of our common stock, or otherwise have an adverse
effect on their investment.
38
The soundness of other financial institutions could adversely affect us.
Financial institutions are interrelated as a result of trading, clearing, counterparty or other relationships. We have
exposure to many different industries and counterparties, and we routinely execute transactions with counterparties in the
financial industry, including brokers and dealers, commercial banks, investment banks, and other institutions. Many of these
transactions expose us to credit risk in the event of default of our counterparty. In addition, our credit risk may be exacerbated
when the collateral held by us cannot be realized upon or is liquidated at prices not sufficient to recover the full amount of
the financial instrument exposure due us. The failure of financial institutions can also result in increased FDIC assessments
for the Deposit Insurance Fund. Any such losses or increased assessments could have a material adverse effect on our
financial condition and results of operations.
Item 1B. Unresolved Staff Comments.
The Company has not received written comments regarding its periodic or current reports from the staff of the Securities
and Exchange Commission that were issued not less than 180 days before the end of its 2017 fiscal year and that remain
unresolved.
Item 2. Properties.
Cathay General Bancorp
The Bancorp currently neither owns nor leases any real or personal property. The Bancorp uses the premises, equipment,
and furniture of the Bank at 777 North Broadway, Los Angeles, California 90012 and at 9650 Flair Drive, El Monte,
California 91731, in exchange for payment of a management fee to the Bank.
Cathay Bank
The Bank’s head office is located in a 36,727 square foot building in the Chinatown area of Los Angeles. The Bank owns
both the building and the land upon which the building is situated. The Bank maintains certain of its administrative offices
at a seven-story 102,548 square foot office building located at 9650 Flair Drive, El Monte, California 91731. The Bank also
owns this building and land in El Monte.
The Bank owns its branch offices in Monterey Park, Alhambra, Westminster, San Gabriel, City of Industry, Cupertino,
Artesia, New York City (2 locations), Flushing (3 locations), Chicago, and Rockville in the state of Maryland. In addition,
the Bank has certain operating and administrative departments located at 4128 Temple City Boulevard, Rosemead, California,
where it owns the building and land with approximately 27,600 square feet of space.
The other branch and representative offices and other properties are leased by the Bank under leases with expiration dates
ranging from January 2018 to August 2027, exclusive of renewal options. As of December 31, 2017, the Bank’s investment
in premises and equipment totaled $103.1 million, net of accumulated depreciation. See Note 7 and Note 13 to the
Consolidated Financial Statements.
Item 3. Legal Proceedings.
We are subject to various claims and legal proceedings that have arisen in the course of conducting our business.
Management, after consultation with legal counsel, does not believe that the resolution of such claims and proceedings will
have a material effect upon our consolidated financial condition, results of operations, or liquidity taken as a whole.
39
Item 4. Mine Safety Disclosures.
Not Applicable.
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities.
Market Information
Our common stock is listed on the NASDAQ Global Select Market under the symbol “CATY.” The closing price of our
common stock on February 15, 2018, was $42.88 per share, as reported by the NASDAQ Global elect Market.
The following table sets forth the high and low closing prices as reported on the NASDAQ Global Select Market for the
periods presented:
First quarter .................................................................. $
Second quarter ..............................................................
Third quarter ................................................................
Fourth quarter ...............................................................
40.77 $
39.61
40.22
44.75
36.00 $
35.44
34.31
39.31
30.12 $
31.25
31.53
38.56
25.65
26.27
26.79
28.89
2017
2016
High
Low
High
Low
Holders
As of February 15, 2018, there were approximately 1,413 holders of record of our common stock.
40
Dividends
The cash dividends per share declared by quarter were as follows:
First quarter .......................................................................................................... $
Second quarter .....................................................................................................
Third quarter ........................................................................................................
Fourth quarter ......................................................................................................
Total ..................................................................................................................... $
0.21 $
0.21
0.21
0.24
0.87 $
0.18
0.18
0.18
0.21
0.75
Year Ended December 31,
2016
2017
For information concerning restrictions on the payment of dividends, see Part II — Item 7 — “Management’s Discussion
and Analysis of Financial Condition and Results of Operations — Capital Resources — Dividend Policy,” and Note 12 to
the Consolidated Financial Statements.
Securities Authorized for Issuance under Equity Compensation Plans
The information required by this item regarding equity compensation plans is incorporated by reference to the
information set forth in Part III, Item 12 in this report.
Performance Graph
The graph and accompanying information furnished below shows the cumulative total stockholder return over the past
five years assuming the investment of $100 on December 31, 2012 (and the reinvestment of dividends thereafter) in each of
our common stock, the SNL Western Bank Index and the S&P 500 Index. The SNL Western Bank Index is a market-weighted
index comprised of publicly traded banks and bank holding companies (including the Company) most of which are based in
California and the remainder of which are based in eight other western states, including Oregon, Washington, and Nevada.
We will furnish, without charge, on the written request of any person who is a stockholder of record as of the record date for
the 2018 annual meeting of stockholders, a list of the companies included in the SNL Western Bank Index. Requests for this
information should be addressed to Lisa L. Kim, Secretary, Cathay General Bancorp, 777 North Broadway, Los Angeles,
California 90012.
41
NOTE: The comparisons in the graph below are based upon historical data and are not indicative of, or intended to
forecast, the future performance of, or returns on, our common stock. Such information furnished herewith shall not be
deemed to be incorporated by reference into any of our filings under the Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, as amended, and shall not be deemed to be “soliciting material” or to be “filed” under the Securities
Act or the Securities Exchange Act with the Securities and Exchange Commission except to the extent that the Company
specifically requests that such information be treated as soliciting material or specifically incorporates it by reference into a
filing under the Securities Act or the Securities Exchange Act.
Index
Cathay General Bancorp ...............
S&P 500 Index ..............................
SNL Western Bank Index .............
12/31/12
100.00
100.00
100.00
12/31/13
137.31
132.39
140.70
12/31/14
132.98
150.51
168.86
12/31/15
165.84
152.59
174.96
12/31/16
206.20
170.84
193.96
12/31/17
232.59
208.14
216.26
Period Ending
Source: SNL Financial LC, Charlottesville, VA © 2017
Unregistered Sales of Equity Securities
There were no sales of any equity securities by the Company during the period covered by this Annual Report on Form
10-K that were not registered under the Securities Act.
Issuer Purchases of Equity Securities
In August 2015, the Company resumed stock repurchases under the November 2007 repurchase program and
repurchased the remaining 622,500 shares for $18.1 million, or an average price of $29.08 per share. Also, in August 2015,
the Board of Directors approved a stock repurchase program for the Company to buy back up to two million shares of our
common stock, and 1,366,750 shares were repurchased during 2015. In January and February of 2016, the Company
repurchased the remaining 633,250 shares under the August 2015 repurchase program for $17.0 million, or an average price
of $26.82 per share.
42
On February 1, 2016, the Board of Directors approved a new stock repurchase program to buy back up to $45.0 million
of our common stock. In 2016, the Company repurchased 1,380,578 shares for $37.5 million, or $27.13 per share under the
February 2016 repurchase program. As of December 31, 2017, the Company may repurchase up to $7.5 million of its common
stock under the February 2016 repurchase program.
Issuer Purchases of Equity Securities
(a) Total Number
of Shares (or
Units) Purchased
(b) Average
Price Paid
per Share
(or Unit)
(d) Maximum
Number (or
Approximate
Dollar Value)
of Shares (or Units)
that May
Yet Be Purchased
Under the
Plans or Programs
(c) Total Number
of Shares (or Units)
Purchased as Part
of Publicly
Announced Plans
or Programs
-
-
-
-
-
-
-
-
-
-
-
-
$7,543,008
$7,543,008
$7,543,008
$7,543,008
Period
(October 1, 2017 –
October 31, 2017)
(November 1, 2017 -
November 30, 2017)
(December 1, 2017 -
December 31, 2017)
Total
Item 6. Selected Financial Data.
The following table presents our selected historical consolidated financial data, and is derived in part from our audited
Consolidated Financial Statements. The selected historical consolidated financial data should be read in conjunction with the
Consolidated Financial Statements and the Notes thereto included elsewhere herein and with Part II — Item 7 —
“Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
43
2013
406,996
82,300
324,696
(3,000)
327,696
27,362
32,945
193,833
194,170
70,435
123,735
592
123,143
(9,685)
113,458
Selected Consolidated Financial Data
2017
Year Ended December 31,
2015
(Dollars in thousands, except share and per share data)
2014
2016
Income Statement
Interest income .............................................................. $
Interest expense .............................................................
Net interest income before reversal for credit losses .....
Reversal for credit losses ..............................................
Net interest income after reversal for credit losses ........
576,151 $
80,442
495,709
(2,500)
498,209
499,070 $
81,200
417,870
(15,650)
433,520
453,706 $
73,964
379,742
(11,400)
391,142
418,647 $
75,866
342,781
(10,800)
353,581
Securities gains/(losses) ................................................
Other non-interest income .............................................
Non-interest expense .....................................................
1,006
35,291
236,199
4,898
28,472
224,690
(3,349)
36,023
202,720
6,748
33,779
174,313
Income before income tax expense ...............................
Income tax expense .......................................................
Net income ....................................................................
298,307
122,265
176,042
242,200
67,101
175,099
221,096
59,987
161,109
219,795
81,965
137,830
Less: net income attributable to noncontrolling
interest ...................................................................
Net income attributable to Cathay General Bancorp .....
Dividends on preferred stock ........................................
Net income attributable to common stockholders ......... $
Net income attributable to common stockholders per
common share
Basic ......................................................................... $
Diluted ...................................................................... $
Cash dividends paid per common share ........................ $
Weighted-average common shares
-
176,042
-
176,042 $
-
175,099
-
175,099 $
-
161,109
-
161,109 $
-
137,830
-
137,830 $
2.19 $
2.17 $
0.87 $
2.21 $
2.19 $
0.75 $
2.00 $
1.98 $
0.56 $
1.73 $
1.72 $
0.29 $
1.44
1.43
0.08
Basic ......................................................................... 80,262,782 79,153,762 80,563,577 79,661,571 78,954,898
Diluted ...................................................................... 81,004,550 79,929,262 81,294,796 80,106,895 79,137,983
Statement of Condition
Investment securities ..................................................... $ 1,333,626 $ 1,314,345 $ 1,586,352 $ 1,318,935 $ 1,586,668
Net loans (1) .................................................................. 12,743,766 11,077,315 10,016,227 8,740,268 7,897,187
Total assets .................................................................... 15,640,186 14,520,769 13,254,126 11,516,846 10,989,286
Deposits ........................................................................ 12,689,893 11,674,726 10,509,087 8,783,460 7,981,305
Federal funds purchased and securities sold under
800,000
100,000
agreements to repurchase ..........................................
521,200
430,000
Advances from the Federal Home Loan Bank ..............
Long-term debt .............................................................
121,136
194,136
Total equity ................................................................... 1,973,304 1,828,539 1,747,778 1,602,888 1,458,971
450,000
425,000
119,136
400,000
275,000
119,136
350,000
350,000
119,136
Common Stock Data
Shares of common stock outstanding ............................ 80,893,379 79,610,277 80,806,116 79,814,553 79,589,869
18.24
24.26 $
Book value per common share ...................................... $
20.00 $
22.80 $
21.46 $
Profitability Ratios
Return on average assets ...............................................
Return on average stockholders' equity .........................
Dividend payout ratio ...................................................
Average equity to average assets ratio ..........................
Efficiency ratio .............................................................
1.19%
9.10
39.70
13.14
44.40
1.31%
9.88
33.85
13.29
49.79
1.34%
9.52
28.11
14.04
49.15
1.26%
8.95
16.76
14.04
45.48
1.17%
8.00
5.15
14.73
50.35
(1) Net loans represent gross loans net of loans held for sale, loan participations sold, allowance for loan losses, and unamortized deferred
loan fees.
44
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
General
The following discussion is intended to provide information to facilitate the understanding and assessment of the
consolidated financial condition and results of operations of the Bancorp and its subsidiaries. It should be read in conjunction
with the audited Consolidated Financial Statements and Notes appearing elsewhere in this Annual Report on Form 10-K.
The Bank offers a wide range of financial services. It currently operates 28 branches in Southern California, 15 branches
in Northern California, 12 branches in New York State, one branch in Massachusetts, two branches in Texas, three branches
in Washington State, three branches in Illinois, one branch in New Jersey, one branch in Maryland, one branch in Nevada,
one branch in Hong Kong and two representative offices (one in Shanghai, China, and one in Taipei, Taiwan). The Bank is
a commercial bank, servicing primarily individuals, professionals, and small to medium-sized businesses in the local markets
in which its branches are located.
The financial information presented herein includes the accounts of the Bancorp, its subsidiaries, including the Bank, and
the Bank’s consolidated subsidiaries. All material transactions between these entities are eliminated.
Critical Accounting Policies
The discussion and analysis of our financial condition and results of operations are based upon our Consolidated Financial
Statements, which have been prepared in accordance with accounting principles generally accepted in the United States of
America. The preparation of these Consolidated Financial Statements requires management to make estimates and judgments
that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets
and liabilities at the date of our Consolidated Financial Statements. Actual results may differ from these estimates under
different assumptions or conditions.
Certain accounting policies involve significant judgments and assumptions by management which have a material impact
on the carrying value of certain assets and liabilities; management considers such accounting policies to be critical accounting
policies. The judgments and assumptions used by management are based on historical experience and other factors, which
are believed to be reasonable under the circumstances.
Management believes the following are critical accounting policies that require the most significant judgments and
estimates used in the preparation of the Consolidated Financial Statements:
Allowance for Credit Losses
The determination of the amount of the provision for credit losses charged to operations reflects management’s current
judgment about the credit quality of the loan portfolio and takes into consideration changes in lending policies and procedures,
changes in economic and business conditions, changes in the nature and volume of the portfolio and in the terms of loans,
changes in the experience, ability, and depth of lending management, changes in the volume and severity of past due, non-
accrual, and adversely classified or graded loans, changes in the quality of the loan review system, changes in the value of
underlying collateral for collateral-dependent loans, the existence and effect of any concentrations of credit and the effect of
competition, legal and regulatory requirements, and other external factors. The nature of the process by which we determine
the appropriate allowance for loan losses requires the exercise of considerable judgment. The allowance is increased by the
provision for loan losses and decreased by charge-offs when management believes the uncollectibility of a loan is confirmed.
Subsequent recoveries, if any, are credited to the allowance. A weakening of the economy or other factors that adversely
affect asset quality could result in an increase in the number of delinquencies, bankruptcies, or defaults, and a higher level of
non-performing assets, net charge-offs, and provision for loan losses in future periods.
45
The total allowance for credit losses consists of two components: specific allowances and general allowances. To
determine the adequacy of the allowance in each of these two components, we employ two primary methodologies, the
individual loan review analysis methodology and the classification migration methodology. These methodologies support the
basis for determining allocations between the various loan categories and the overall adequacy of our allowance to provide
for probable losses inherent in the loan portfolio. These methodologies are further supported by additional analysis of relevant
factors such as the historical losses in the portfolio, and environmental factors which include trends in delinquency and non-
accrual, and other significant factors, such as the national and local economy, the volume and composition of the portfolio,
the strength of management and loan staff, underwriting standards, and the concentration of credit.
The Bank’s management allocates a specific allowance for “Impaired Credits,” in accordance with Accounting Standard
Codification (“ASC”) Section 310-10-35. For non-Impaired Credits, a general allowance is established for those loans
internally classified and risk graded Pass, Watch, Special Mention, or Substandard based on historical losses in the specific
loan portfolio and a reserve based on environmental factors determined for that loan group. The level of the general allowance
is established to provide coverage for management’s estimate of the credit risk in the loan portfolio by various loan segments
not covered by the specific allowance. The allowance for credit losses is discussed in more detail in “Risk Elements of the
Loan Portfolio — Allowance for Credit Losses” below.
Results of Operations
Overview
For the year ended December 31, 2017, we reported net income of $176.0 million, or $2.17 per diluted share, compared
to net income of $175.1 million, or $2.19 per share, in 2016, and net income of $161.1 million, or $1.98 per share, in 2015.
The $943,000 increase in net income from 2016 to 2017 was primarily the result of increases in net interest income, increases
in other operating income, decreases in operating expenses from amortization of investments in alternative energy
partnerships, partially offset by decreases in reversal for credit losses, decreases in securities gains, increases in salaries and
employee benefits, and increases in professional services expenses. The return on average assets in 2017 was 1.19%,
compared to 1.31% in 2016, and to 1.34% in 2015. The return on average stockholders’ equity was 9.10% in 2017, compared
to 9.88% in 2016, and to 9.52% in 2015.
Highlights
●
Including the acquisition of Far East National Bank, total loans and deposits increased for the year by $1.7 billion to
$12.9 billion and $1.0 billion to $12.7 billion, respectively.
● Net interest margin for 2017 increased to 3.63% compared to 3.38% in 2016.
46
Net income available to common stockholders and key financial performance ratios are presented below for the three
years indicated:
Year Ended December 31,
2016
(Dollars in thousands, except per share data)
2015
2017
Net income .................................................................................. $
Basic earnings per common share ............................................... $
Diluted earnings per common share ............................................ $
Return on average assets .............................................................
Return on average stockholders' equity .......................................
Total average assets ..................................................................... $
Total average equity .................................................................... $
Efficiency ratio ............................................................................
Effective income tax rate .............................................................
176,042 $
2.19 $
2.17 $
1.19%
9.10%
14,733,018 $
1,935,298 $
44.40%
40.99%
175,099 $
2.21 $
2.19 $
1.31%
9.88%
13,331,148 $
1,772,017 $
49.79%
27.70%
161,109
2.00
1.98
1.34%
9.52%
12,056,531
1,692,826
49.15%
27.13%
Net Interest Income
Comparison of 2017 with 2016
Net interest income increased $77.8 million, or 18.6%, from $417.9 million in 2016 to $495.7 million in 2017. The
increase in net interest income was due primarily to the increase in loan interest income, decrease in interest expense on
securities sold under agreements to repurchase, and increase in interest income from interest bearing deposits, partially offset
by increases in interest expense from money market accounts and time deposits.
Average loans for 2017 were $11.9 billion, a $1.3 billion, or a 12.4%, increase from $10.6 billion in 2016. Compared with
2016, average residential mortgage loans increased $584.3 million, or 25.1%, average commercial mortgage loans increased
$564.6 million, or 10.2%, average real estate construction loans increased $121.8 million, or 24.6%, and average commercial
loans increased $43.2 million, or 1.9%. Average investment securities were $1.3 billion in 2017, a decrease of $64.8 million,
or 4.7%, from 2016. Average interest bearing cash on deposits with financial institutions increased $21.5 million, or 6.2%,
to $366.7 million in 2017 from $345.1 million in 2016.
Average interest bearing deposits were $9.4 billion in 2017, an increase of $893.2 million, or 10.4%, from $8.6 billion in
2016, primarily due to increases of $300.4 million, or 14.6%, in money market deposits, $258.0 million, or 24.7%, in interest
bearing demand deposits, $198.6 million, or 31.2%, in saving deposits, and $136.3 million, or 2.8%, in time deposits. Average
securities sold under agreements to repurchase decreased $245.1 million, or 64.2%, to $136.8 million in 2017 from $381.9
million in 2016, primarily due to maturities of securities sold under agreements to repurchase. Average FHLB advances and
other borrowings increased $129.7 million, or 102%, to $256.4 million in 2017 from $126.7 million in 2016, primarily due
to increases in FHLB advances.
Interest income increased $77.1 million, or 15.4%, from $499.1 million in 2016 to $576.2 million in 2017 primarily due
to increases in the volume of loans:
● Changes in volume: Average interest-earning assets increased $1.3 billion, or 10.4%, to $13.6 billion in 2017,
compared with the average interest-earning assets of $12.4 billion in 2016. Average loans increased $1.3 billion
and average interest bearing cash on deposits with financial institutions increased $21.5 million in 2017 which
contributed to the increase in interest income. Offsetting the above increases was a decrease of $64.8 million in
investment securities. The increase of $59.9 million in interest income resulted primarily from a $60.2 million
increase in interest income from the loan volume increase, offset by a $1.0 million decrease in interest income
from the investment securities.
● Changes in rate: The average yield of interest bearing assets increased to 4.22% in 2017 from 4.04% in 2016.
Increase in rate on loans contributed $15.4 million to interest income, increase in rate on deposit with other
financial institutions contributed $2.5 million to interest income, and increase rate on investment securities
contributed $122,000 to interest income, partially offset by decrease in rate on FHLB stock which caused a
$868,000 decrease to interest income. The changes in rate contributed to the interest income increase of $17.2
million.
47
● Change in the mix of interest-earning assets: Average gross loans, which generally have a higher yield than
other types of investments, comprised 87.5% of total average interest-earning assets in 2017, an increase from
86.0% in 2016. Average investment securities comprised 9.6% of total average interest-bearing assets in 2017,
a decrease from 11.1% in 2016.
Interest expense decreased by $758,000, or 0.9%, to $80.4 million in 2017, compared with $81.2 million in 2016, primarily
due to decreased cost from securities sold under agreements to repurchase offset by increased interest cost from money market
accounts, time deposits, and FHLB advances and other borrowings. The overall decrease in interest expense was primarily
due to decreases in both volume and rates in securities sold under agreements to repurchase offset by increases in volume
from all other interest bearing liabilities and increase in rate on time deposits and other borrowings from financial institutions
as discussed below:
● Changes in volume: Average interest bearing deposits increased $893.2 million, or 10.4%, and average FHLB
advances and other borrowings increased $129.7 million, or 102%, partially offset by a $245.1 million, or 64.2%,
decrease in average securities sold under agreements to repurchase. The changes in volume caused a decrease
in interest expense of $2.6 million.
● Changes in rate: The average cost of securities sold under agreements to repurchase decreased to 3.11% in 2017
from 4.01% in 2016. The average cost of interest bearing deposits increased to 0.70% in 2017 from 0.69% in
2016. The changes in rate caused interest expense to increase by $1.8 million.
● Change in the mix of interest-bearing liabilities: Average interest bearing deposits of $9.4 billion increased to
94.8% of total interest-bearing liabilities in 2017 compared to 93.2% in 2016. Average FHLB advances and
other borrowings of $256.4 million increased to 2.6% of total interest-bearing liabilities in 2017 compared to
0.5% in 2016. Offsetting the increase, average securities sold under agreements to repurchase decreased to 1.4%
of total interest-bearing liabilities in 2017 compared to 4.2% in 2016.
Net interest margin, defined as net interest income to average interest-earning assets, was 3.63% in 2017 compared to
3.38% in 2016.
Comparison of 2016 with 2015
Net interest income increased $38.2 million, or 10.0%, from $379.7 million in 2015 to $417.9 million in 2016. The
increase in net interest income was due primarily to the increase in loan interest income, offset by the decrease in dividend
income from FHLB stock and increases in interest expense from money market accounts and time deposits.
Average loans for 2016 were $10.6 billion, a $1.0 billion, or a 10.7%, increase from $9.6 billion in 2015. Compared with
2015, average commercial mortgage loans increased $612.5 million, or 12.4%, average residential mortgage loans increased
$441.6 million, or 23.4%, and average real estate construction loans increased $125.7 million, or 34.0%. Compared with
2015, average commercial loans decreased $149.3 million, or 6.3%. Average investment securities were $1.37 billion in
2016, a decrease of $5.7 million, or 0.4%, from 2015. Average interest bearing cash on deposits with financial institutions
increased $152.3 million, or 79.1%, to $345.1 million in 2016 from $192.8 million in 2015.
Average interest bearing deposits were $8.6 billion in 2016, an increase of $750.6 million, or 9.6%, from $7.8 billion in
2015, primarily due to increases of $382.8 million, or 22.8%, in money market deposits, $185.5 million, or 21.6%, in interest
bearing demand deposits, $136.9 million, or 2.9%, in time deposits, and $45.4 million, or 7.7%, in saving deposits. Average
securities sold under agreements to repurchase decreased $18.9 million, or 4.7%, to $381.9 million in 2016 from $400.8
million in 2015, primarily due to maturities of securities sold under agreements to repurchase. Average other borrowings
increased $21.3 million, or 20.3%, to $126.7 million in 2016 from $105.4 million in 2015, primarily due to increases in FHLB
advances.
48
Interest income increased $45.4 million, or 10.0%, from $453.7 million in 2015 to $499.1 million in 2016 primarily due
to increases in the volume of loans:
● Changes in volume: Average interest-earning assets increased $1.2 billion, or 10.5%, to $12.4 billion in 2016,
compared with the average interest-earning assets of $11.2 billion in 2015. Average loans increased $1.0 billion
and average interest bearing cash on deposits with financial institutions increased $152.3 million in 2016 which
contributed to the increase in interest income. The increase of $46.1 million in interest income resulted primarily
from a $45.9 million increase in interest income from the loan volume increase.
● Change in rate: The average yield of interest bearing assets decreased to 4.04% in 2016 from 4.06% in 2015.
Decreases in rate on interest bearing cash on deposits with financial institutions caused a $502,000 decline in
interest income. Decreases in rate on FHLB stock caused a $535,000 decline in interest income. Increase in rate
on loans contributed $277,000 to interest income.
● Change in the mix of interest-earning assets: Average gross loans, which generally have a higher yield than
other types of investments, comprised 86.0% of total average interest-earning assets in 2016, an increase from
85.8% in 2015. Average investment securities comprised 11.1% of total average interest-bearing assets in 2016,
a decrease from 12.3% in 2015.
Interest expense increased by $7.2 million, or 9.8%, to $81.2 million in 2016, compared with $74.0 million in 2015,
primarily due to increased cost from money market accounts and time deposits. The overall increase in interest expense was
primarily due to increases in both volume and rates in all deposit categories offset by decreases in volume on securities sold
under agreements to repurchase as discussed below:
● Changes in volume: Average interest bearing deposits increased $750.6 million, or 9.6%, and average other
borrowings increased $21.4 million, or 20.3%, partially offset by an $18.9 million, or 4.7%, decrease in average
securities sold under agreements to repurchase. The changes in volume caused an increase in interest expense
of $3.3 million.
Increase in rate: The average cost of interest bearing deposits increased to 0.69% in 2016 from 0.67% in 2015.
The average cost of securities sold under agreements to repurchase increased to 4.01% in 2016 from 3.95% in
2015. The increases in rate caused interest expense to increase by $3.9 million.
●
● Change in the mix of interest-bearing liabilities: Average interest bearing deposits of $8.6 billion increased to
93.2% of total interest-bearing liabilities in 2016 compared to 92.6% in 2015. Offsetting the increase, average
securities sold under agreements to repurchase decreased to 4.2% of total interest-bearing liabilities in 2016
compared to 4.8% in 2015.
Net interest margin, defined as net interest income to average interest-earning assets, was 3.38% in 2016 compared to
3.39% in 2015.
49
The following table sets forth information concerning average interest-earning assets, average interest-bearing liabilities,
and the yields and rates paid on those assets and liabilities. Average outstanding amounts included in the table are daily
averages.
Interest-Earning Assets and Interest-Bearing
Liabilities
2017
Average
Balance
Interest Average
Income/ Yield/
Expense Rate (1)(2)
2016
Average
Balance
Interest Average
Income/ Yield/
Expense Rate (1)(2)
2015
Average
Balance
Interest Average
Income/ Yield/
Expense Rate (1)(2)
(Dollars in thousands)
Interest-Earning
Assets:
Loans (1) ...................... $ 11,937,683 $ 549,291
20,531
Investment securities ...
FHLB stock .................
1,798
Federal funds sold &
1,308,089
23,209
4.60
1.57
7.75
$ 10,622,160 $ 473,782
21,426
2,099
1,372,916
17,516
$
4.46
1.56
11.98
9,593,448 $ 427,621
21,523
1,378,641
3,164
21,480
4.46
1.56
14.73
securities
Federal funds sold .......
Interest-bearing
9,499
110
1.16
-
-
-
-
-
-
deposits ...................
366,674
4,421
1.21
345,136
1,763
0.51
192,763
1,398
0.73
Total interest-earning
assets ....................... $ 13,645,154 $ 576,151
4.22
$ 12,357,728 $ 499,070
4.04
$ 11,186,332 $ 453,706
4.06
Non-interest earning
assets:
Cash and due from
banks ...................
229,796
Other non-earning
assets ...................
977,939
Total non-interest
earning assets ..........
1,207,735
Less: Allowance for
loan losses ...............
(115,635 )
Deferred loan
fees .................
(4,236 )
Total Assets ................. $ 14,733,018
Interest-Bearing
Liabilities:
Interest-bearing
216,443
893,478
1,109,921
(129,701)
213,882
822,326
1,036,208
(155,683)
(6,800)
$ 13,331,148
(10,326)
$ 12,056,531
demand deposits . $
1,304,052 $
2,242
0.17
$
1,046,046 $
1,740
0.17
$
860,513 $
1,406
0.16
Money market
deposits ...............
Savings deposits ......
Time deposits ..........
Total interest-bearing
2,360,188
834,973
4,947,052
15,062
1,772
46,768
0.64
0.21
0.95
2,059,823
636,422
4,810,746
13,308
1,046
43,327
0.65
0.16
0.90
1,677,065
590,987
4,673,862
10,138
901
39,443
0.60
0.15
0.84
deposits ...................
9,446,265
65,844
0.70
8,553,037
59,421
0.69
7,802,427
51,888
0.67
Securities sold under
agreements to
repurchase ...............
FHLB advances and
other borrowings .....
Long-term debt ............
Total interest-bearing
136,849
4,250
3.11
381,967
15,329
4.01
400,822
15,813
3.95
256,423
128,999
4,252
6,096
1.66
4.73
126,720
119,136
659
5,791
0.52
4.86
105,367
119,136
487
5,776
0.46
4.85
liabilities ..................
9,968,536
80,442
0.81
9,180,860
81,200
0.88
8,427,752
73,964
0.88
Non-interest Bearing
Liabilities:
Demand deposits .........
Other liabilities ............
Stockholders' equity ....
Total liabilities and
2,599,109
230,075
1,935,298
2,199,274
178,997
1,772,017
1,781,981
153,972
1,692,826
stockholders' equity $ 14,733,018
$ 13,331,148
$ 12,056,531
Net interest spread .......
Net interest income ......
Net interest margin ......
$ 495,709
3.41%
3.63%
$ 417,870
3.16%
3.38%
$ 379,742
3.18%
3.39%
(1) Yields and amounts of interest earned include loan fees. Non-accrual loans are included in the average balance.
(2) Calculated by dividing net interest income by average outstanding interest-earning assets.
50
Net Interest Income — Changes Due to Rate and Volume (1)
2017 - 2016
Increase/(Decrease) in
Net Interest Income Due to:
2016 - 2015
Increase/(Decrease) in
Net Interest Income Due to:
Change in Change in Total
Volume Rate
Change in Change in Total
Change Volume Rate
Change
Interest-Earning Assets
Deposits with other banks ........................ $
Federal funds sold and securities
purchased under agreements to resell ...
Investment securities ................................
FHLB stock ..............................................
Loans ........................................................
Total increase/(decrease) in interest
(In thousands)
117 $
2,541 $
2,658 $
867 $
(502) $
365
110
(1,017)
567
60,154
-
122
(868)
15,355
110
(895)
(301)
75,509
-
(89)
(530)
45,884
-
(8)
(535)
277
-
(97)
(1,065)
46,161
income ..................................................
59,931
17,150
77,081
46,132
(768)
45,364
Interest-Bearing Liabilities
Interest-bearing demand deposits .............
Money market deposits ............................
Savings deposits .......................................
Time deposits ...........................................
Securities sold under agreements to
repurchase .............................................
FHLB advances and other borrowings .....
Long-term debt .........................................
Total (decrease)/increase in interest
442
1,919
375
1,250
60
(165)
351
2,191
502
1,754
726
3,441
(8,192)
1,145
469
(2,887)
2,448
(164)
(11,079)
3,593
305
308
2,436
72
1,179
(753)
106
-
26
734
73
2,705
269
66
15
334
3,170
145
3,884
(484)
172
15
expense .................................................
1,834
Change in net interest income .................. $ 62,523 $ 15,316 $
(2,592)
(758)
3,348
77,839 $ 42,784 $
3,888
(4,656) $
7,236
38,128
(1) Changes in interest income and interest expense attributable to changes in both volume and rate have been allocated
proportionately to changes due to volume and changes due to rate.
Provision for Credit Losses
The provision for credit losses represents the charge against current earnings that is determined by management, through
a credit review process, as the amount needed to maintain an allowance for loan losses and an allowance for off-balance sheet
unfunded credit commitments that management believes to be sufficient to absorb credit losses inherent in the Bank’s loan
portfolio and credit commitments. The Bank recorded a negative $2.5 million provision for credit losses in 2017 compared
with a negative $15.7 million in 2016, and a negative $11.4 million in 2015. Net recoveries for 2017 were $6.8 million, or
0.06% of average loans, compared to net charge-offs for 2016 of $4.3 million, or 0.04% of average loans, and net charge-
offs for 2015 of $11.1 million, or 0.12% of average loans.
Non-interest Income
Non-interest income increased $2.9 million, or 8.8%, to $36.3 million for 2017, from $33.4 million for 2016, compared
to $32.7 million for 2015. Non-interest income includes depository service fees, letters of credit commissions, securities
gains (losses), gains (losses) from loan sales, gains from sale of premises and equipment, gains on acquisition, and other
sources of fee income. These other fee-based services include wire transfer fees, safe deposit fees, fees on loan-related
activities, fee income from our Wealth Management division, and foreign exchange fees.
51
Comparison of 2017 with 2016
The increase in non-interest income from 2016 to 2017 was primarily due to a $5.6 million gain from our acquisition of
SinoPac Bancorp and its subsidiary Far East National Bank and a $810,000 increase in income from venture capital
investment, offset by a $3.9 million decrease in gains on sale of securities. We sold securities of $111.7 million in 2017
compared to $605.5 million in 2016. In 2017, gains of $1.7 million and losses of $710,000 were realized on sales of
investment securities compared with gains of $5.1 million and no losses realized in 2016. No other-than-temporary write-
down was recorded in 2017 compared to a $206,000 write-down on one equity security in 2016.
Comparison of 2016 with 2015
The increase in non-interest income from 2015 to 2016 was primarily due to an $8.2 million increase in securities gains
offset by a $4.1 million decrease in wealth management commissions, by a $2.4 million decrease in venture capital gains,
and by a $1.0 million decrease in commissions from foreign exchange transactions. We sold securities of $605.5 million in
2016 compared to $1.0 billion in 2015. In 2016, gains of $5.1 million and no losses were realized on sales of investment
securities compared with gains of $2.4 million and losses of $1.9 million realized in 2015. An other-than-temporary write-
down of $206,000 on one equity security was recorded in 2016 compared to a $3.9 million write-down on agency preferred
stock in 2015.
Non-interest Expense
Comparison of 2017 with 2016
Non-interest expense includes expenses related to salaries and benefits of employees, occupancy expenses, marketing
expenses, computer and equipment expenses, amortization of core deposit intangibles, amortization of investment is
affordable housing and alternative energy partnerships, and other operating expenses. Non-interest expense totaled $236.2
million in 2017 compared to $224.7 million in 2016. The increase of $11.5 million, or 5.1%, in non-interest expense in 2017
compared to 2016 was primarily due to a combination of the following:
● Salaries and employee benefits increased $12.1 million, or 12.4%, due primarily to higher salaries and benefits
and additional employee costs from our acquisition of Far East National Bank.
● Amortization of investments in affordable housing and alternative energy partnerships decreased $13.0 million,
or 32.4%, primarily due to the higher amortization on alternative energy partnerships in 2016.
● OREO expenses decreased $2.5 million primarily due to gains on sale of OREO.
● Professional service expenses increased $1.8 million, or 9.4%, and data processing expenses increased $2.2
million, or 24.9%, primarily due to our acquisition of SinoPac Bancorp.
● Occupancy expenses increased $2.1 million, or 11.5% and computer and equipment expenses increased $1.1
million, or 10.9%, primarily due to added costs associated with the addition of Far East National Bank branches.
● Marketing expenses increased $1.1 million, or 21.8%, primarily due to increases in media, promotion and
donation.
● One time acquisition and integration expenses of $4.1 million related to our acquisition of SinoPac Bancorp.
The efficiency ratio, defined as non-interest expense divided by the sum of net interest income before provision for loan
losses plus non-interest income, decreased to 44.40% in 2017 compared to 49.79% in 2016 due primarily to higher net interest
income as explained above.
52
Comparison of 2016 with 2015
Non-interest expense includes expenses related to salaries and benefits of employees, occupancy expenses, marketing
expenses, computer and equipment expenses, amortization of core deposit intangibles, and other operating expenses. Non-
interest expense totaled $224.7 million in 2016 compared to $202.7 million in 2015. The increase of $22.0 million, or 10.8%,
in non-interest expense in 2016 compared to 2015 was primarily due to a combination of the following:
● Salaries and employee benefits increased $7.4 million, or 8.2%, due primarily to higher salaries and benefits,
our acquisition of Asia Bank and the hiring of new employees.
● Amortization of investments in affordable housing and alternative energy partnerships increased $6.9 million,
or 20.8%, primarily due to the investment in one additional alternative energy partnership in 2016.
● OREO expenses increased $1.7 million primarily due to decreases in gains on sale of OREO.
● Professional service expenses increased $1.4 million, or 7.9%, primarily due to increases in legal collection
expenses.
● Occupancy expenses increased $1.3 million, or 7.6%, due primarily to our acquisition of Asia Bank.
● Data processing service expenses increased $1.3 million, or 16.4%, primarily due to increases in business
transaction volume.
The efficiency ratio, defined as non-interest expense divided by the sum of net interest income before provision for loan
losses plus non-interest income, increased to 49.79% in 2016 compared to 49.15% in 2015 due primarily to higher non-
interest expense as explained above.
Income Tax Expense
Income tax expense was $122.3 million in 2017, compared to $67.1 million in 2016, and $60.0 million in 2015. The
effective tax rate was 41.0% for 2017, 27.7% for 2016, and 27.1% for 2015. The effective tax rate differed from the composite
statutory rate of 42% primarily due to $23.4 million of additional income tax expense related to the revaluation of the
Company’s deferred tax assets as a result of the enactment of the 2017 Tax Cuts and Jobs Act in addition to alternative energy
tax credits, low income housing and other tax credits totaling $20.7 million recognized in 2017, $37.9 million recognized in
2016, and $31.0 million recognized in 2015.
Our tax returns are open for audits by the Internal Revenue Service back to 2014 and by the California Franchise Tax
Board back to 2013. From time to time, there may be differences of opinion with respect to the tax treatment accorded
transactions. When, and if, such differences occur and the related tax effects become probable and estimable, such amounts
will be recognized.
Financial Condition
Total assets were $15.6 billion at December 31, 2017, an increase of $1.1 billion, or 7.7%, from $14.5 billion at December
31, 2016, primarily due to an increase of $1.7 billion in gross loans, excluding loans held for sale, offset by a decrease of
$674.3 million in short-term investments.
53
Investment Securities
Investment securities were $1.3 billion and represented 8.5% of total assets at December 31, 2017, compared with $1.3
billion and 9.1% of total assets at December 31, 2016. The following table summarizes the carrying value of our portfolio of
securities for each of the past two years:
Securities Available-for-Sale:
U.S. treasury securities ................................................................................................. $
U.S. government agency entities ..................................................................................
U.S. government sponsored entities .............................................................................
State and municipal securities ......................................................................................
Mortgage-backed securities ..........................................................................................
Collateralized mortgage obligations .............................................................................
Corporate debt securities ..............................................................................................
Mutual funds ................................................................................................................
Preferred stock of government sponsored entities ........................................................
Other equity securities ..................................................................................................
Total securities available-for-sale ............................................................................. $
As of December 31,
2017
2016
(In thousands)
249,520 $
8,988
390,336
1,914
571,969
1,516
81,281
6,230
10,102
11,770
1,333,626 $
489,017
-
390,331
-
336,260
28
74,350
6,230
7,308
10,821
1,314,345
ASC Topic 320 requires an entity to assess whether it has the intent to sell the debt security or more likely than not will
be required to sell the debt security before its anticipated recovery. If either of these conditions is met, an entity must recognize
an other-than-temporary impairment (“OTTI”) to its investment securities. If an entity does not intend to sell the debt security
and will not be required to sell the debt security, the entity must consider whether it will recover the amortized cost basis of
the security. If the present value of expected cash flows is less than the amortized cost basis of the security, OTTI shall be
considered to have occurred. OTTI is then separated into the amount of the total impairment related to credit losses and the
amount of the total impairment related to all other factors. An entity determines the impairment related to credit losses by
comparing the present value of cash flows expected to be collected from the security with the amortized cost basis of the
security. OTTI related to the credit loss is thereafter recognized in earnings. OTTI related to all other factors is recognized in
other comprehensive income. OTTI not related to the credit loss for a held-to-maturity security should be recognized
separately in a new category of other comprehensive income and amortized over the remaining life of the debt security as an
increase in the carrying value of the security only when the entity does not intend to sell the security and it is not more likely
than not that the entity will be required to sell the security before recovery of its remaining amortized cost basis. The Company
has both the ability and the intent to hold and it is not more likely than not that the Company will be required to sell those
securities with unrealized losses before recovery of their amortized cost basis.
The temporarily impaired securities represent 88.6% of the fair value of investment securities as of December 31, 2017.
Unrealized losses for securities with unrealized losses for less than twelve months represent 0.6%, and securities with
unrealized losses for twelve months or more represent 2.1%, of the historical cost of these securities. Unrealized losses on
these securities generally resulted from increases in interest rates or spreads subsequent to the date that these securities were
purchased. At December 31, 2017, 24 issues of securities had unrealized losses for 12 months or longer and 63 issues of
securities had unrealized losses of less than 12 months.
Total unrealized losses of $16.7 million at December 31, 2017, were primarily caused by increases in interest rates or the
widening of credit and liquidity spreads since the dates of acquisition. The contractual terms of those investments do not
permit the issuers to settle the security at a price less than the amortized cost of the investment.
At December 31, 2017, management believed the impairment was temporary and, accordingly, no impairment loss on
debt securities has been recognized in our Consolidated Statements of Operations. The Company expects to recover the
amortized cost basis of its debt securities, and has no intent to sell and believes it is more likely than not that it will not be
required to sell available-for-sale debt securities that have declined below their cost before their anticipated recovery.
54
The tables below show the fair value and unrealized losses of the temporarily impaired securities in our investment
securities portfolio as of December 31, 2017, and December 31, 2016:
As of December 31, 2017
Temporarily Impaired Securities
Less than 12 months
12 months or longer
Total
Fair
Value
Unrealized No. of Fair
Issuances Value
Losses
Unrealized No. of
Losses
Fair
Issuances Value
Unrealized No. of
Issuances
Losses
(Dollars in thousands)
Securities Available-
for-Sale
U.S. treasury
securities ................ $ 199,823 $
U.S. government
agency entities ........
5,711
U.S. government
sponsored entities ...
-
State and municipal
securities ................
1,914
Mortgage-backed
62
70
-
30
4 $ 49,697 $
295
2 $ 249,520 $
357
3
-
-
-
5,711
70
- 390,336
9,664
8
390,336
9,664
2
-
-
-
1,914
30
6
3
8
2
securities ................ 342,436
3,147
48 178,617
3,112
13
521,053
6,259
61
Collateralized
mortgage
obligations ..............
Corporate debt
1,516
securities ................
Mutual funds ..............
5,015
-
Total securities
available-for-
sale ..................... $ 556,415 $
17
17
-
5
1
-
-
-
-
1,516
17
-
6,230
-
270
-
1
5,015
6,230
17
270
5
1
1
3,343
63 $ 624,880 $
13,341
24 $ 1,181,295 $
16,684
87
As of December 31, 2016
Temporarily Impaired Securities
Less than 12 months
12 months or longer
Total
Fair
Value
Securities Available-
for-Sale
U.S. treasury
Unrealized No. of Fair
Losses
Issuances Value Losses
Unrealized No. of
Fair
Issuances Value
Unrealized No. of
Issuances
Losses
(Dollars in thousands)
securities ............... $ 299,088 $
857
U.S. government
sponsored entities ..
390,331
9,669
Mortgage-backed
6 $
8
- $
-
securities ...............
328,236
3,288
16
62
-
-
2
- $ 299,088 $
857
-
390,331
9,669
6
8
3
328,298
3,290
19
Collateralized
mortgage
obligations .............
Corporate debt
securities ...............
Mutual funds .............
-
-
-
-
-
-
-
28
20
- 29,138
- 6,230
862
270
1
2
1
28
20
29,138
6,230
862
270
1
2
1
Total securities
available-for-
sale .................... $ 1,017,655 $
13,814
30 $ 35,458 $
1,154
7 $ 1,053,113 $
14,968
37
55
The scheduled maturities and taxable-equivalent yields by security type are presented in the following table:
Securites Portfolio Maturity Distribution and Yield Analysis:
As of December 31, 2017
After One After Five
One Year Year to
or Less
Years to
Five Years Ten Years Years
Over Ten
Total
Maturity Distribution:
(Dollars in thousands)
Securities Available-for-Sale:
U.S. treasury securities ............................... $
U.S. government agency entities ................
U.S. government sponsored entities ...........
State and municipal securities ....................
Mortgage-backed securities (1) ...................
Collateralized mortgage obligations (1) ......
Corporate debt securities ............................
Mutual funds (2) ..........................................
Preferred stock of government sponsored
entities (2) .............................................
Other equity securities (2) ............................
Total securities available-for-sale ........... $
249,520 $
-
-
-
656
-
15,055
-
- $
-
390,336
-
241
1
66,226
-
- $
-
-
1,914
5,484
564
-
-
- $
8,988
-
-
565,588
951
-
6,230
249,520
8,988
390,336
1,914
571,969
1,516
81,281
6,230
-
-
265,231 $
-
-
456,804 $
-
-
7,962 $
10,102
11,770
10,102
11,770
603,629 $ 1,333,626
Weighted-Average Yield:
Securities Available-for-Sale:
U.S. treasury securities ...............................
U.S. government agency entities ................
U.S. government sponsored entities ...........
State and municipal securities(3) .................
Mortgage-backed securities (1) ...................
Collateralized mortgage obligations (1) ......
Corporate debt securities ............................
Mutual funds (2) ..........................................
Total securities available-for-sale ...........
1.08%
-
-
-
4.64
-
2.49
-
1.17%
0.00%
-
1.66
-
6.12
8.14
2.58
-
1.80%
0.00%
-
-
5.32
2.91
2.24
-
-
3.44%
0.00%
1.73
-
-
2.30
3.18
-
2.17
2.21%
1.08%
1.73
1.66
5.32
2.31
2.84
2.56
2.17
1.90%
(1) Securities reflect stated maturities and do not reflect the impact of anticipated prepayments.
(2) There is no stated maturity for mutual funds and equity securities.
Loans
Loans represented 87.5% of average interest-earning assets during 2017, compared with 86.0% during 2016. Gross loans,
excluding loans held for sale, increased by $1.7 billion, or 14.9%, to $12.9 billion at December 31, 2017, compared with
$11.2 billion at December 31, 2016. The increase in gross loans was primarily attributable to the following:
• Commercial mortgage loans increased $697.4 million, or 12.1%, to $6.5 billion at December 31, 2017, compared to
$5.79 billion at December 31, 2016. Total commercial mortgage loans accounted for 50.4% of gross loans at
December 31, 2017, compared to 51.7% at December 31, 2016. Commercial mortgage loans consist primarily of
commercial retail properties, shopping centers, owner-occupied industrial facilities, office buildings, multiple-unit
apartments, hotels, and multi-tenanted industrial properties, and are typically secured by first deeds of trust on such
commercial properties.
56
• Total residential mortgage loans increased by $618.0 million, or 25.3%, to $3.1 billion at December 31, 2017,
compared to $2.4 billion at December 31, 2016, primarily due to the low level of interest rates, the originations of
mortgages to non-US residents secured by residential real estate in the United States, loan promotion, and loan
purchase.
• Commercial loans increased $213.1 million, or 9.5%, to $2.5 billion at December 31, 2017, compared to $2.2 billion
at December 31, 2016. Commercial loans consist primarily of short-term loans (typically with a maturity of one year
or less) to support general business purposes, or to provide working capital to businesses in the form of lines of
credit, trade-finance loans, loans for commercial purposes secured by cash, and SBA loans.
• Real estate construction loans increased $130.7 million, or 23.8%, to $678.8 million at December 31, 2017,
compared to $548.1 million at December 31, 2016.
Our lending relates predominantly to activities in the states of California, New York, Texas, Washington, Massachusetts,
Illinois, New Jersey, Maryland, and Nevada. We also lend to domestic clients who are engaged in international trade. Loans
outstanding in our branch in Hong Kong were $235.8 million as of December 31, 2017, compared to $214.6 million as of
December 31, 2016.
The classification of loans by type and amount outstanding as of December 31 for each of the past five years is presented
below:
2017
2016
Loan Type and Mix
As of December 31,
2015
(In thousands)
2014
2013
Commercial loans ........................................ $ 2,461,266 $ 2,248,187 $ 2,316,863 $ 2,382,493 $ 2,298,724
Residential mortgage loans and equity
lines ........................................................... 3,242,354 2,615,759 2,101,335 1,742,938 1,526,532
Commercial mortgage loans ........................ 6,482,695 5,785,248 5,301,218 4,486,443 4,023,051
Real estate construction loans .....................
221,701
14,555
Installment and other loans .........................
Gross loans .................................................. 12,870,290 11,201,275 10,163,452 8,914,080 8,084,563
Less:
Allowance for loan losses ...........................
(173,889)
(13,487)
Unamortized deferred loan fees ..................
Total loans and leases, net ........................... $ 12,743,766 $ 11,077,315 $ 10,016,227 $ 8,740,268 $ 7,897,187
-
Loans held for sale ...................................... $
(161,420 )
(12,392 )
(123,279)
(3,245)
(118,966)
(4,994)
(138,963)
(8,262)
298,654
3,552
548,088
3,993
678,805
5,170
441,543
2,493
8,000 $
7,500 $
6,676 $
973 $
57
The loan maturities in the table below are based on contractual maturities. As is customary in the banking industry, loans
that meet underwriting criteria can be renewed by mutual agreement between us and the borrower. Because we are unable to
estimate the extent to which our borrowers will renew their loans, the table is based on contractual maturities. As a result, the
data shown below should not be viewed as an indication of future cash flows.
Contractual Maturity of Loan Portfolio
Within One
Year
One to Five
Years
Over Five
Years
Total
(In thousands)
Commercial loans
Floating rate ............................................................... $
Fixed rate ....................................................................
Residential mortgage loans and equity lines
Floating rate ...............................................................
Fixed rate ....................................................................
Commercial mortgage loans
Floating rate ...............................................................
Fixed rate ....................................................................
Real estate construction loans
Floating rate ...............................................................
Fixed rate ....................................................................
Installment and other loans
Floating rate ...............................................................
Fixed rate ....................................................................
Total Loans ........................................................... $
Floating rate ............................................................... $
Fixed rate ....................................................................
Total Loans ...........................................................
Allowance for loan losses ..........................................
Unamortized deferred loan fees .................................
Net loans ....................................................................
Loans held for sale .....................................................
1,692,182 $
112,901
472,675 $
32,357
148,485 $
2,666
2,313,342
147,924
26
7,596
431
10,472
1,647,366
1,576,463
1,647,823
1,594,531
477,307
268,911
1,177,837
1,136,243
3,050,570
371,827
4,705,714
1,776,981
509,237
12,833
156,735
-
-
-
665,972
12,833
-
3,093
3,084,086 $
2,678,752 $
405,334
3,084,086
-
2,077
2,988,827 $
1,807,678 $
1,181,149
2,988,827
-
-
-
5,170
6,797,377 $ 12,870,290
9,332,851
4,846,421 $
3,537,439
1,950,956
6,797,377 12,870,290
(123,279)
(3,245)
$ 12,743,766
8,000
$
Deposits
The Bank primarily uses customer deposits to fund its operations, and to a lesser extent borrowings in the form of securities
sold under agreements to repurchase, advances from the Federal Home Loan Bank, and other borrowings. The Bank’s
deposits are generally obtained from the Bank’s geographic market area. The Bank utilizes traditional marketing methods to
attract new customers and deposits, by offering a wide variety of products and services and utilizing various forms of
advertising media. Although the vast majority of the Bank’s deposits are retail in nature, the Bank does engage in certain
wholesale activities, primarily accepting deposits generated by brokers or Internet listing services. The Bank considers
wholesale deposits to be an alternative borrowing source rather than a customer relationship and, as such, their levels are
determined by management’s decisions as to the most economic funding sources. Brokered-deposits totaled $756.1 million,
or 6.0%, of total deposits, at December 31, 2017, compared to $632.9 million, or 5.4%, at December 31, 2016.
58
The Company’s total deposits increased $1.0 billion, or 8.7%, to $12.7 billion at December 31, 2017, from $11.7 billion
at December 31, 2016, primarily due to a $343.5 million, or 6.8%, increase in time deposits, a $305.0 million, or 12.3%,
increase in non-interest bearing demand deposits, a $180.1 million, or 14.6%, increase in NOW deposits, a $137.3 million,
or 19.1%, increase in savings deposits a $49.3 million, or 2.2%, increase in money market deposits. The following table
displays the deposit mix for the past three years:
Deposit Mix
2017
Year Ended December 31,
2016
2015
Amount
Percentage Amount
Percentage Amount
Percentage
(Dollars in thousands)
Demand deposits ............... $ 2,783,127
NOW deposits ................... 1,410,519
Money market deposits ..... 2,248,271
Savings deposits ................
857,199
Time deposits .................... 5,390,777
Total ............................... $ 12,689,893
21.9 % $ 2,478,107
11.1 1,230,445
17.7 2,198,938
719,949
42.5 5,047,287
100 % $ 11,674,726
6.8
21.2% $ 2,033,048
966,404
10.6
18.8 1,905,719
618,164
43.2 4,985,752
100% $ 10,509,087
6.2
19.4%
9.2
18.1
5.9
47.4
100%
Average total deposits increased $1.3 billion, or 12.0%, to $12.0 billion in 2017, compared with average total deposits of
$10.8 billion in 2016.
The following table displays average deposits and rates for the past five years:
Average Deposits and Average Rates
2017
2016
Year Ended December 31,
2015
2014
2013
Amount
% Amount
% Amount % Amount % Amount %
(Dollars in thousands)
Demand deposits .............. $ 2,599,109
NOW deposits .................. 1,304,052 0.17 1,046,046 0.17 860,513 0.16 721,435 0.17 634,506 0.16
Money market deposits .... 2,360,188 0.64 2,059,823 0.65 1,677,065 0.60 1,407,053 0.61 1,215,347 0.58
Savings deposits ...............
636,422 0.16 590,987 0.15 532,184 0.15 488,932 0.08
Time deposits ................... 4,947,052 0.95 4,810,746 0.90 4,673,862 0.84 4,257,736 0.82 3,993,508 0.80
834,973 0.21
-% $ 2,199,274
-% $ 1,781,981
-% $ 1,325,781
- % $ 1,535,461
- %
Total ............................. $ 12,045,374 0.55% $ 10,752,311 0.55% $ 9,584,408 0.54 % $ 8,453,869 0.54% $ 7,658,074 0.53 %
Management considers the Bank time deposits of $250,000 or more, which totaled $2.0 billion at December 31, 2017, to
be generally less volatile than other wholesale funding sources primarily because approximately 83% of the Bank’s CDs of
$250,000 or more have been on deposit with the Bank for two years or more. Management monitors the CDs of $250,000
or more portfolio to help identify any changes in the deposit behavior in the market and of the customers the Bank is serving.
59
Of our CDs, approximately 88% mature within one year as of December 31, 2017. The following tables display time
deposits by maturity:
Time Deposits by Maturity
Less than three months ........................................................... $
Three to six months ................................................................
Six to twelve months ..............................................................
Over one year .........................................................................
Total ................................................................................... $
Time Deposits -
under $100,000
At December 31, 2017
Time Deposits -
$100,000
and over
(Dollars in thousands)
1,077,836 $
595,123
1,885,045
409,263
3,967,267 $
509,182 $
371,084
285,819
257,425
1,423,510 $
Total Time
Deposits
1,587,018
966,207
2,170,864
666,688
5,390,777
Percent of total deposits .........................................................
11.2%
31.3%
42.5 %
The following table displays time deposits with a remaining term of more than one year at December 31, 2017:
Maturities of Time Deposits with a Remaining Term
of More Than One Year for Each
of the Five Years Following December 31, 2017
2019 ....................................................................................................................................................... $
2020 .......................................................................................................................................................
2021 .......................................................................................................................................................
2022 .......................................................................................................................................................
2023 .......................................................................................................................................................
532,188
133,824
73
592
11
(In thousands)
Borrowings
Borrowings include securities sold under agreements to repurchase, Federal funds purchased, funds obtained as advances
from the Federal Home Loan Bank (“FHLB”) of San Francisco, and borrowings from other financial institutions.
Securities sold under agreements to repurchase were $100.0 million with a weighted average rate of 2.86% at December
31, 2017, compared to $350.0 million with a weighted average rate of 4.06% at December 31, 2016. As of December 31,
2017, two fixed rate non-callable securities sold under agreements to repurchase totaled $100 million with a weighted average
rate of 2.86%, compared to three fixed rate non-callable securities sold under agreements to repurchase totaling $150 million
with a weighted average rate of 2.81% as of December 31, 2016. Final maturity for the two fixed rate non-callable securities
sold under agreements to repurchase is $50.0 million in June 2018 and $50.0 million in July 2018.
These transactions are accounted for as collateralized financing transactions and recorded at the amounts at which the
securities were sold. The Company may have to provide additional collateral for the repurchase agreements, as necessary.
The underlying collateral pledged for the repurchase agreements consists of U.S. Treasury securities and mortgage-backed
securities with a fair value of $108.4 million as of December 31, 2017, and $372.0 million as of December 31, 2016.
60
The table below provides comparative data for securities sold under agreements to repurchase for the years indicated:
2017
2016
(Dollars in thousands)
2015
Average amount outstanding during the year (1) ......................... $
Maximum amount outstanding at month-end (2) .........................
Balance, December 31.................................................................
Rate, December 31 ......................................................................
Weighted average interest rate for the year .................................
136,849 $
150,000
100,000
2.86%
3.11%
381,967 $
400,000
350,000
4.06%
4.01%
400,822
400,000
400,000
3.89%
3.95%
(1) Average balances were computed using daily averages.
(2) Highest month-end balances were January 2017, January 2016, and January 2015.
As of December 31, 2017, over-night borrowings from the FHLB were $325.0 million at a rate of 1.41% compared to
$275.0 million at a rate of 0.55% at December 31, 2016. As of December 31, 2017, the advances from the FHLB were $105
million at a rate of 1.41% compared to $75 million at a rate of 1.48% as of December 31, 2016. As of December 31, 2017,
final maturity for the FHLB advances is $30 million in March 2018, $15 million in April 2018, $5 million in July 2018, and
$5 million in October 2018, and $50 million in December 2019.
Pursuant to the Stock Purchase Agreement with Bank SinoPac Co. Ltd, the Company paid $100 million of the purchase
price on November 14, 2017, 30 days after receipt of regulatory approval for the merger of FENB into Cathay Bank. The
residual payable balance of $35.2 million has a floating rate of three-month LIBOR rate plus 150 basis points. As of December
31, 2017, outstanding payable balance of $35.2 million is accruing interest at a rate of 2.8% of which 50%, 30%, and 20%
will be disbursed annually over three years on the anniversary dates, respectively.
Long-term Debt
On October 12, 2017, the Bank entered into a term loan agreement of $75.0 million with U.S. Bank. The loan has a
floating rate of one-month LIBOR plus 175 basis points. As of December 31, 2017, the term loan has an interest rate of
3.125%. The principal amount of the long-term debt from U.S. Bank is due and payable in consecutive quarterly installments
in the amount of $4.7 million each on the last day of each calendar quarter commencing December 31, 2018, with the final
installment due and payable on October 12, 2020. The U.S. Bank loan proceeds were used to fund our acquisition of SinoPac
Bancorp.
We established three special purpose trusts in 2003 and two in 2007 for the purpose of issuing Guaranteed Preferred
Beneficial Interests in their Subordinated Debentures to outside investors (“Capital Securities”). The proceeds from the
issuance of the Capital Securities as well as our purchase of the common stock of the special purpose trusts were invested in
Junior Subordinated Notes of the Company (“Junior Subordinated Notes”). The trusts exist for the purpose of issuing the
Capital Securities and investing in Junior Subordinated Notes. Subject to some limitations, payment of distributions out of
the monies held by the trusts and payments on liquidation of the trusts, or the redemption of the Capital Securities, are
guaranteed by the Company to the extent the trusts have funds on hand at such time. The obligations of the Company under
the guarantees and the Junior Subordinated Notes are subordinate and junior in right of payment to all indebtedness of the
Company and will be structurally subordinated to all liabilities and obligations of the Company’s subsidiaries. The Company
has the right to defer payments of interest on the Junior Subordinated Notes at any time or from time to time for a period of
up to twenty consecutive quarterly periods with respect to each deferral period. Under the terms of the Junior Subordinated
Notes, the Company may not, with certain exceptions, declare or pay any dividends or distributions on its capital stock or
purchase or acquire any of its capital stock if it has deferred payment of interest on any Junior Subordinated Notes.
61
At December 31, 2017, Junior Subordinated Notes totaled $119.1 million with a weighted average interest rate of 3.78%,
compared to $119.1 million with a weighted average rate of 3.15% at December 31, 2016. The Junior Subordinated Notes
have a stated maturity term of 30 years. As of December 31, 2017, the Company’s assets grew past the $15 billion threshold
which no longer qualifies the Junior Subordinated Notes as Tier 1 capital for regulatory reporting purposes. The Junior
Subordinated Notes qualify as Tier 1 capital for regulatory reporting purposes at December 31, 2016 and 2015. The trusts are
not consolidated with the Company in accordance with an accounting pronouncement that took effect in December 2003.
Off-Balance-Sheet Arrangements, Commitments, Guarantees, and Contractual Obligations
The following table summarizes our contractual obligations and commitments to make future payments as of December
31, 2017. Payments for deposits and borrowings do not include interest. Payments related to leases are based on actual
payments specified in the underlying contracts. Loan commitments and standby letters of credit are presented at contractual
amounts; however, since many of these commitments are expected to expire unused or only partially used, the total amounts
of these commitments do not necessarily reflect future cash requirements.
Payment Due by Period
1 year
or less
More than 3 years or
1 year but more but
less than
5 years
(In thousands)
less than
3 years
5 years
or more
Total
Contractual obligations:
Securities sold under agreements to
repurchase ................................................. $
100,000 $
- $
- $
- $
100,000
Advances from the Federal Home Loan
380,000
Bank ..........................................................
17,702
Other borrowings ........................................
4,688
Long-term debt ............................................
Operating leases ..........................................
10,076
Deposits with stated maturity dates leases .. 4,724,089
Total contractual obligations and other
50,000
17,702
70,312
13,559
666,012
-
-
-
9,008
665
-
17,481
119,136
7,463
430,000
52,885
194,136
40,106
11 5,390,777
commitments ............................................. $ 5,236,555 $
817,585 $
9,673 $
144,091 $ 6,207,904
Other commitments:
Commitments to extend credit ................. 1,142,839
51,984
Standby letters of credit ...........................
27,353
Commercial letters of credit ....................
24
Bill of lading guarantees ..........................
864,810
14,124
-
-
151,201
74,247
-
-
207,518 2,366,368
140,814
27,353
24
459
-
-
Total contractual obligations and other
commitments ............................................. $ 1,222,200 $
878,934 $
225,448 $
207,977 $ 2,534,559
In the normal course of business, we enter into various transactions, which, in accordance with U.S. generally accepted
accounting principles, are not included in our Consolidated Balance Sheets. We enter into these transactions to meet the
financing needs of our customers. These transactions include commitments to extend credit and standby letters of credit,
which involve, to varying degrees, elements of credit risk and interest rate risk in excess of the amounts recognized in the
Consolidated Balance Sheets.
Loan Commitments. We enter into contractual commitments to extend credit, normally with fixed expiration dates or
termination clauses, at specified rates and for specific purposes. Substantially all of our commitments to extend credit are
contingent upon customers maintaining specific credit standards at the time of loan funding. We minimize our exposure to
loss under these commitments by subjecting them to credit approval and monitoring procedures. Management assesses the
credit risk associated with certain commitments to extend credit in determining the level of the allowance for credit losses.
62
Standby Letters of Credit. Standby letters of credit are written conditional commitments issued by us to secure the
obligations of a customer to a third party. In the event the customer does not perform in accordance with the terms of an
agreement with the third party, we would be required to fund the commitment. The maximum potential amount of future
payments we could be required to make is represented by the contractual amount of the commitment. If the commitment is
funded, we would be entitled to seek reimbursement from the customer. Our policies generally require that standby letter of
credit arrangements contain security and debt covenants similar to those contained in loan agreements.
Capital Resources
Stockholders’ Equity
Total equity was $1.97 billion at December 31, 2017, an increase of $144.8 million, or 7.9%, from $1.83 billion at
December 31, 2016, primarily due to net income of $176.0 million, equity consideration for our acquisition of SinoPac
Bancorp of $34.9 million, proceeds from dividend reinvestment of $2.5 million, proceeds from exercise of stock options of
$1.1 million, and other comprehensive income of $1.2 million, offset by shares withheld related to net share settlement of
RSUs of $6.8 million and common stock cash dividends of $69.9 million. The Company paid cash dividends of $0.87 per
common share in 2017, $0.75 per common share in 2016, and $0.56 per common share in 2015.
The U.S. Treasury received warrants to purchase common stock of 1,846,374 shares at an exercise price of $20.96, which
will expire on December 5, 2018, as part of the Company’s participation in the U.S. Treasury Troubled Asset Relief Program
Capital Purchase Program. As a result of the anti-dilution adjustments under the warrant, the exercise price at December 31,
2017, has been adjusted to $20.41 and the number of warrants increased by 1.03%. At December 31, 2017, 943,327 warrants
remain exercisable compared to 943,345 warrants at December 31, 2016.
In August 2015, the Company resumed stock repurchases under the November 2007 repurchase program and
repurchased the remaining 622,500 shares for $18.1 million, or an average price of $29.08 per share. Also, in August 2015,
the Board of Directors approved a stock repurchase program for the Company to buy back up to two million shares of our
common stock, and 1,366,750 shares were repurchased during 2015. In January and February of 2016, the Company
repurchased the remaining 633,250 shares under the August 2015 repurchase program for $17.0 million, or an average price
of $26.82 per share.
On February 1, 2016, the Board of Directors approved a new stock repurchase program to buy back up to $45.0 million
of our common stock. In 2016, the Company repurchased 1,380,578 shares for $37.5 million, or $27.13 per share under the
February 2016 repurchase program. As of December 31, 2017, the Company may repurchase up to $7.5 million of its common
stock under the February 2016 repurchase program.
Capital Adequacy
Management seeks to retain our capital at a level sufficient to support future growth, protect depositors and stockholders,
and comply with various regulatory requirements. The primary measure of capital adequacy is based on the ratio of risk-
based capital to risk-weighted assets. At December 31, 2017, the Company’s common equity Tier 1 capital ratio of 12.19%,
Tier 1 risk-based capital ratio of 12.19%, total risk-based capital ratio of 14.11%, and Tier 1 leverage capital ratio of 10.35%,
calculated under the new Basel III capital rules that became effective January 1, 2015, continue to place the Company in the
“well capitalized” category for regulatory purposes, which is defined as institutions with a common equity Tier 1 capital ratio
equal to or greater than 6.5%, a Tier 1 risk-based capital ratio equal to or greater than 8%, a total risk-based capital ratio equal
to or greater than 10%, and a Tier 1 leverage capital ratio equal to or greater than 5%. At December 31, 2016, the Company’s
common equity Tier 1 capital ratio was 12.84%, Tier 1 risk-based capital ratio was 13.85%, total risk-based capital ratio was
14.97%, and Tier 1 leverage capital ratio was 11.57%.
63
A table displaying the Bancorp’s and the Bank’s capital and leverage ratios at December 31, 2017, and 2016, is included
in Note 21 to the Consolidated Financial Statements.
Dividend Policy
Holders of common stock are entitled to dividends as and when declared by our Board of Directors out of funds legally
available for the payment of dividends. Although we have historically paid cash dividends on our common stock, we are not
required to do so. We increased the common stock dividend from $.18 per share in the fourth quarter of 2015, to $.21 per
share in the fourth quarter of 2016, and to $.24 per share in the fourth quarter of 2017. The amount of future dividends will
depend on our earnings, financial condition, capital requirements and other factors, and will be determined by our Board of
Directors. The terms of our Junior Subordinated Notes also limit our ability to pay dividends. If we are not current in our
payment of dividends on our Junior Subordinated Notes, we may not pay dividends on our common stock.
Substantially all of the revenues of the Company available for payment of dividends derive from amounts paid to it by
the Bank. The Bank paid dividends to the Bancorp totaling $208.2 million during 2017, $113.4 million during 2016, and
$163.3 million during 2015. In October 2017, Far East National Bank paid a dividend of $57.0 million to the Bancorp.
The Federal Reserve Board issued Federal Reserve Supervision and Regulation Letter SR-09-4 that states that bank
holding companies are expected to inform and consult with the Federal Reserve supervisory staff prior to declaring and
paying a dividend that exceeds earnings for the period for which the dividend is being paid.
Under California State banking law, the Bank may not without regulatory approval pay a cash dividend which exceeds
the lesser of the Bank’s retained earnings or its net income for the last three fiscal years, less any cash distributions made
during that period. Under this regulation, the amount of retained earnings available for cash dividends to the Company
immediately after December 31, 2017, was restricted to approximately $39.3 million.
Risk Elements of the Loan Portfolio
Non-performing Assets
Non-performing assets include loans past due 90 days or more and still accruing interest, non-accrual loans, and OREO.
Our policy is to place loans on non-accrual status if interest and principal or either interest or principal is past due 90 days or
more, or in cases where management deems the full collection of principal and interest unlikely. After a loan is placed on
non-accrual status, any previously accrued but unpaid interest is reversed and charged against current income and subsequent
payments received are generally first applied towards the outstanding principal balance of the loan. Depending on the
circumstances, management may elect to continue the accrual of interest on certain past due loans if partial payment is
received and/or the loan is well collateralized and in the process of collection. The loan is generally returned to accrual status
when the borrower has brought the past due principal and interest payments current and, in the opinion of management, the
borrower has demonstrated the ability to make future payments of principal and interest as scheduled.
Management reviews the loan portfolio regularly for problem loans. During the ordinary course of business, management
becomes aware of borrowers that may not be able to meet the contractual requirements of the loan agreements. Such loans
are placed under closer supervision with consideration given to placing the loan on non-accrual status, the need for an
additional allowance for loan losses, and (if appropriate) partial or full charge-off.
Total non-performing portfolio assets decreased $11.5 million, or 16.5%, to $58.2 million at December 31, 2017,
compared to $69.8 million at December 31, 2016, primarily due to a $10.6 million decrease in OREO and a $0.9 million
decrease in non-accrual loans.
64
As a percentage of gross loans, excluding loans held for sale, plus OREO, our non-performing assets decreased to 0.45%
at December 31, 2017, from 0.62% at December 31, 2016. The non-performing portfolio loan, excluding loans held for sale,
coverage ratio, defined as the allowance for credit losses to non-performing loans, excluding loans held for sale, decreased
to 262.1% at December 31, 2017, from 245.9% at December 31, 2016. The following table presents the breakdown of total
non-accrual, past due, and restructured loans for the past five years:
Non-accrual, Past Due and Restructured Loans
2017
2016
As of December 31,
2015
(Dollars in thousands)
2014
2013
Accruing loans past due 90 days or more ... $
Non-accrual loans .......................................
Total non-performing loans ....................
- $
48,787
48,787
- $
49,682
49,682
- $
52,130
52,130
- $
70,163
70,163
982
83,183
84,165
Real estate acquired in foreclosure and
other assets ..............................................
Total non-performing assets ................... $
9,442
58,229 $
20,070
69,752 $
24,701
76,831 $
31,477
101,640 $
52,985
137,150
Accruing troubled debt restructurings
(TDRs) .................................................... $
68,565 $
65,393 $
81,680 $
104,356 $
117,597
Non-accrual TDRs (included in non-
accrual loans ........................................... $
Non-accrual loans held for sale .................. $
Non-performing assets as a percentage of
33,416 $
8,000 $
29,722 $
7,500 $
39,923 $
5,944 $
41,618 $
973 $
38,769
-
gross loans and OREO at year-end .........
0.45%
0.62%
0.75%
1.14%
1.69%
Allowance for credit losses as a
percentage of gross loans ........................
0.99%
1.09%
1.38%
1.83%
2.17%
Allowance for credit losses as a
percentage of non-performing loans .......
262.09%
245.94%
269.44%
232.84%
208.22%
The effect of non-accrual loans on interest income for the past five years is presented below:
2017
2016
Year Ended December 31,
2015
(In thousands)
2014
2013
Non-accrual Loans
Contractual interest due ..................... $
Interest recognized ............................
Net interest foregone ..................... $
3,254 $
86
3,168 $
1,573 $
95
1,478 $
5,732 $
119
5,613 $
6,663 $
217
6,446 $
5,851
22
5,829
As of December 31, 2017, there were no commitments to lend additional funds to those borrowers whose loans had been
restructured, were considered impaired, or were on non-accrual status.
Non-accrual Loans
Total non-accrual portfolio loans, excluding loans held for sale, of $48.8 million at December 31, 2017, decreased
$0.9 million, or 1.8%, from $49.7 million at December 31, 2016. The allowance for the collateral-dependent impaired loans
is calculated by the difference between the outstanding loan balance and the value of the collateral as determined by recent
appraisals, sales contracts, or other available market price information. The allowance for collateral-dependent impaired loans
varies from loan to loan based on the collateral coverage of the loan at the time of designation as non-performing. We continue
to monitor the collateral coverage, based on recent appraisals, on these loans on a quarterly basis and adjust the allowance
accordingly.
65
The following tables present the type of properties securing the non-accrual portfolio loans and the type of businesses the
borrowers engaged in as of the dates indicated:
December 31, 2017
December 31, 2016
Real
Estate (1)
Commercial
Real
Estate (1)
Commercial
(In thousands)
Type of Collateral
Single/Multi-family residence ....................... $
Commercial real estate ..................................
Land ..............................................................
Personal property (UCC) ..............................
Total .......................................................... $
14,952 $
19,540
-
-
34,492 $
7,575 $
-
-
6,721
14,296 $
9,368 $
24,321
283
-
33,972 $
218
-
-
15,492
15,710
(1) Real estate includes commercial mortgage loans, real estate construction loans, and residential mortgage loans and
equity lines.
December 31, 2017
December 31, 2016
Real
Estate (1)
Commercial
Real
Estate (1)
Commercial
Type of Business
Real estate development ................................ $
Wholesale/Retail ...........................................
Food/Restaurant ............................................
Import/Export ................................................
Other .............................................................
Total .......................................................... $
16,672 $
11,429
137
-
6,254
34,492 $
(In thousands)
- $
7,743
-
6,553
-
14,296 $
13,804 $
12,312
153
-
7,703
33,972 $
-
9,213
-
6,174
323
15,710
(1) Real estate includes commercial mortgage loans, real estate construction loans, and residential mortgage loans and
equity lines.
Troubled Debt Restructurings
A troubled debt restructuring (“TDR”) is a formal modification of the terms of a loan when the Bank, for economic or
legal reasons related to the borrower’s financial difficulties, grants a concession to the borrower. The concessions may be
granted in various forms, including reduction of the stated interest rate, reduction of the amount of principal amortization,
forgiveness of a portion of a loan balance or accrued interest, or an extension of the maturity date. Although these loan
modifications are considered under ASC Subtopic 310-40 to be TDRs, the loans must have, pursuant to the Bank’s policy,
performed under the restructured terms and have demonstrated sustained performance under the modified terms for six
months before being returned to accrual status. The sustained performance considered by management pursuant to its policy
includes the periods prior to the modification if the prior performance met or exceeded the modified terms. This would include
cash paid by the borrower prior to the restructure to set up interest reserves.
66
A summary of TDRs by type of loan and by accrual/non-accrual status is shown below:
Accruing TDRs
Payment
Deferral
December 31, 2017
Rate
Reduction
and
Payment
Deferral
Rate
Reduction
Commercial loans ................................................................. $
Commercial mortgage loans .................................................
Residential mortgage loans ..................................................
Total accruing TDRs ............................................................ $
29,199 $
11,504
3,416
44,119 $
(In thousands)
- $
5,871
335
6,206 $
- $
15,468
2,772
18,240 $
Non-accrual TDRs
Payment
Deferral
December 31, 2017
Rate
Reduction
and
Payment
Deferral
Rate
Reduction
Commercial loans ................................................................. $
Commercial mortgage loans .................................................
Residential mortgage loans ..................................................
Total non-accrual TDRs ....................................................... $
12,944 $
6,231
1,297
20,472 $
(In thousands)
- $
1,677
-
1,677 $
- $
11,113
154
11,267 $
Accruing TDRs
Payment
Deferral
December 31, 2016
Rate
Reduction
and
Payment
Deferral
Rate
Reduction
Commercial loans ................................................................. $
Commercial mortgage loans .................................................
Residential mortgage loans ..................................................
Total accruing TDRs ............................................................ $
7,971 $
25,979
5,104
39,054 $
(In thousands)
- $
5,961
789
6,750 $
4,081 $
12,452
3,056
19,589 $
Non-accrual TDRs
Payment
Deferral
December 31, 2016
Rate
Reduction
and
Payment
Deferral
Rate
Reduction
Commercial loans ................................................................. $
Commercial mortgage loans .................................................
Residential mortgage loans ..................................................
Total non-accrual TDRs ....................................................... $
14,565 $
2,510
356
17,431 $
(In thousands)
- $
1,795
-
1,795 $
- $
10,328
168
10,496 $
67
Total
29,199
32,843
6,523
68,565
Total
12,944
19,021
1,451
33,416
Total
12,052
44,392
8,949
65,393
Total
14,565
14,633
524
29,722
The activity within our TDR loans for 2017, 2016, and 2015 is shown below:
Accruing TDRs
Beginning balance .................................................................. $
New restructurings .................................................................
Restructured loans restored to accrual status ..........................
Charge-offs .............................................................................
Payments ................................................................................
Restructured loans placed on non-accrual ..............................
Expiration of loan concession ................................................
Ending balance ....................................................................... $
2017
2016
(In thousands)
2015
65,393 $
73,426
-
-
(54,095)
(13,919)
(2,240)
68,565 $
81,680 $
26,965
10,303
(88 )
(24,192 )
(13,984 )
(15,291 )
65,393 $
104,356
17,752
723
(104)
(30,858)
(10,189)
-
81,680
Non-accrual TDRs
2017
2016
(In thousands)
2015
Beginning balance .................................................................. $
New restructurings .................................................................
Restructured loans placed on non-accrual ..............................
Charge-offs .............................................................................
Payments ................................................................................
Foreclosures ...........................................................................
Restructured loans restored to accrual status ..........................
Ending balance ....................................................................... $
29,722 $
4,009
13,919
(1,650)
(11,341)
(1,243)
-
33,416 $
39,923 $
6,940
13,984
(5,271 )
(15,551 )
-
(10,303 )
29,722 $
41,618
2,006
10,189
(3,246)
(9,921)
-
(723)
39,923
Impaired Loans
A loan is considered impaired when it is probable that a creditor will be unable to collect all amounts due according to
the contractual terms of the loan agreement based on current circumstances and events. The assessment for impairment occurs
when and while such loans are on non-accrual as a result of delinquency of over 90 days or receipt of information indicating
that full collection of principal is doubtful, or when the loan has been restructured in a troubled debt restructuring. Those
loans with a balance less than our defined selection criteria, generally when a loan amount is $500,000 or less, are treated as
a homogeneous portfolio. If loans meeting the defined criteria are not collateral dependent, we measure the impairment based
on the present value of the expected future cash flows discounted at the loan’s effective interest rate. If loans meeting the
defined criteria are collateral dependent, we measure the impairment by using the loan’s observable market price or the fair
value of the collateral. We obtain an appraisal to determine the amount of impairment at the date that the loan becomes
impaired. The appraisals are based on “as is” or bulk sale valuations. To ensure that appraised values remain current, we
generally obtain an updated appraisal every twelve months from qualified independent appraisers. If the fair value of the
collateral is less than the recorded amount of the loan, we then recognize impairment by creating or adjusting an existing
valuation allowance with a corresponding charge to the provision for loan losses. If an impaired loan is expected to be
collected through liquidation of the collateral, the amount of impairment, excluding disposal costs, which range between 3%
to 6% of the fair value, depending on the size of impaired loan, is charged off against the allowance for loan losses. Non-
accrual impaired loans are not returned to accruing status unless the unpaid interest has been brought current and full
repayment of the recorded balance is expected or if the borrower has made six consecutive monthly payments of the scheduled
amounts due, and are continued to be reviewed for impairment until they are no longer reported as TDRs.
We identified impaired loans with a recorded investment of $117.4 million at December 31, 2017, compared to
$115.1 million at December 31, 2016. The average balance of impaired loans was $127.1 million in 2017 and $131.0 million
in 2016. We considered all non-accrual loans to be impaired. Interest recognized on impaired loans totaled $3.3 million in
2017 and $3.5 million in 2016. As of December 31, 2017, $34.5 million, or 70.7%, of the $48.8 million of non-accrual
portfolio loans, excluding loans held for sale, was secured by real estate. As of December 31, 2016, $34.0 million, or 68.4%,
of the $49.7 million of non-accrual portfolio loans, excluding loans held for sale, was secured by real estate. The Bank obtains
current appraisals or other available market price information to assist in evaluating potential loss exposure.
68
At December 31, 2017, $2.1 million of the $123.3 million allowance for loan losses was allocated for impaired loans and
$121.1 million was allocated to the general allowance. At December 31, 2016, $2.8 million of the $119.0 million allowance
for loan losses was allocated for impaired loans and $116.2 million was allocated to the general allowance. In 2017, net loan
recoveries were $6.8 million, or 0.06%, of average loans, compared to net loan charge-offs of $4.3 million, or 0.04%, of
average loans in 2016.
The allowance for loan losses to non-performing loans, excluding loans held for sale, was 252.7% at December 31, 2017,
compared to 239.5% at December 31, 2016. Non-accrual loans also include those TDRs that do not qualify for accrual
status.
The following table presents impaired loans and the related allowance as of the dates indicated:
As of December 31, 2017
As of December 31, 2016
Impaired Loans
Unpaid
Principal
Balance
Recorded
Investment Allowance
Unpaid
Principal
Balance
Recorded
Investment Allowance
(In thousands)
43,483 $
42,702 $
- $
24,037 $
23,121 $
8,821
37,825
8,185
31,029
1,301
91,430 $
1,301
83,217 $
-
-
-
- $
5,776
60,522
5,458
54,453
5,472
95,807 $
5,310
88,342 $
-
-
-
-
-
891 $
21,733
793 $
21,635
43 $
1,738
5,216 $
10,158
4,640 $
10,017
1,827
573
13,022
35,646 $
11,708
34,136 $
127,076 $ 117,353 $
353
2,134 $
2,134 $
12,075
13,263
28,637 $
26,732 $
124,444 $ 115,074 $
396
2,796
2,796
With no allocated allowance
Commercial loans .................. $
Real estate construction
loans ...................................
Commercial mortgage loans ..
Residential mortgage and
equity lines .........................
Subtotal .............................. $
With allocated allowance
Commercial loans .................. $
Commercial mortgage loans ..
Residential mortgage and
equity lines .........................
Subtotal .............................. $
Total impaired loans ............... $
Loan Interest Reserves
In accordance with customary banking practice, construction loans and land development loans are originated where
interest on the loan is disbursed from pre-established interest reserves included in the total original loan commitment. Our
construction and land development loans generally include optional renewal terms after the maturity of the initial loan term.
New appraisals are typically obtained prior to extension or renewal of these loans in part to determine the appropriate interest
reserve to be established for the new loan term. Loans with interest reserves are underwritten to the same criteria, including
loan to value and, if applicable, pro forma debt service coverage ratios, as loans without interest reserves. Construction loans
with interest reserves are monitored on a periodic basis to gauge progress towards completion. Interest reserves are frozen if
it is determined that additional draws would result in a loan to value ratio that exceeds policy maximums based on collateral
type. Our policy limits in this regard are consistent with supervisory limits and range from 65% in the case of land to 85% in
the case of 1- to 4-family residential construction projects.
As of December 31, 2017, construction loans of $545.0 million were disbursed with pre-established interest reserves of
$72.3 million compared to $500.2 million of such loans disbursed with pre-established interest reserves of $58.9 million at
December 31, 2016. The balance for construction loans with interest reserves which have been renewed was $62.1 million
with pre-established interest reserves of $2.0 million at December 31, 2017, compared to $113.1 million with pre-established
interest reserves of $2.1 million at December 31, 2016. Land loans of $32.7 million were disbursed with pre-established
interest reserves of $1.3 million at December 31, 2017, compared to $51.3 million land loans disbursed with pre-established
interest reserves of $1.0 at December 31, 2016. The balance for land loans with interest reserves which have been renewed
was $6.9 million at December 31, 2017 with pre-established interest reserves of $221,000, compared to $2.0 million land
loans with pre-established interest reserves of $40,000 at December 31, 2016.
69
At December 31, 2017, the Bank had no loans on non-accrual status with available interest reserves. At December 31,
2017, $8.2 million non-accrual non-residential construction loans and $8.0 million of non-accrual land loans had been
originated with pre-established interest reserves. At December 31, 2016, $5.5 million of non-accrual non-residential
construction loans and $7.8 million of non-accrual land loans had been originated with pre-established interest
reserves. While loans with interest reserves are typically expected to be repaid in full according to the original contractual
terms, some loans require one or more extensions beyond the original maturity. Typically, these extensions are required due
to construction delays, delays in the sale or lease of property, or some combination of these two factors.
Loan Concentration
Most of our business activity is with customers located in the predominantly Asian areas of California; New York City;
Dallas and Houston, Texas; Seattle, Washington; Boston, Massachusetts; Chicago, Illinois; Nevada; New Jersey; and
Maryland. We have no specific industry concentration, and generally our loans are collateralized with real property or other
pledged collateral. Loans are generally expected to be paid off from the operating profits of the borrowers, refinancing by
another lender, or through sale by the borrowers of the secured collateral. We experienced no loan concentrations to multiple
borrowers in similar activities that exceeded 10% of total loans as of December 31, 2017.
The Federal banking regulatory agencies issued final guidance on December 6, 2006, regarding risk management practices
for financial institutions with high or increasing concentrations of commercial real estate ("CRE") loans on their balance
sheets. The regulatory guidance reiterates the need for sound internal risk management practices for those institutions that
have experienced rapid growth in CRE lending, have notable exposure to specific types of CRE, or are approaching or
exceeding the supervisory criteria used to evaluate the CRE concentration risk, but the guidance is not to be construed as a
limit for CRE exposure. The supervisory criteria are: (1) total reported loans for construction, land development, and other
land represent 100% of the institution's total risk-based capital, and (2) both total CRE loans represent 300% or more of the
institution's total risk-based capital and the institution's CRE loan portfolio has increased 50% or more within the last thirty-
six months. The Bank’s loans for construction, land development, and other land represented 41% of total risk-based capital
as of December 31, 2017, and 40% as of December 31, 2016. Total CRE loans represented 293% of total risk-based capital
as of December 31, 2017, and 300% as of December 31, 2016, which were within the Bank’s internal limit of 400%, of total
capital. See Part I — Item 1A — “Risk Factors” for a discussion of some of the factors that may affect us.
Allowance for Credit Losses
The Bank maintains the allowance for credit losses at a level that is considered appropriate to cover the estimated and
known inherent risks in the loan portfolio and off-balance sheet unfunded credit commitments. Allowance for credit losses
is comprised of allowances for loan losses and for off-balance sheet unfunded credit commitments. With this risk management
objective, the Bank’s management has an established monitoring system that is designed to identify impaired and potential
problem loans, and to permit periodic evaluation of impairment and the adequacy level of the allowance for credit losses in
a timely manner.
70
In addition, the Board of Directors of the Bank has established a written credit policy that includes a credit review and
control system that it believes should be effective in ensuring that the Bank maintains an appropriate allowance for credit
losses. The Board of Directors provides oversight for the allowance evaluation process, including quarterly evaluations, and
determines whether the allowance is appropriate to absorb losses in the credit portfolio. The determination of the amount of
the allowance for credit losses and the provision for credit losses is based on management’s current judgment about the credit
quality of the loan portfolio and takes into consideration known relevant internal and external factors that affect collectability
when determining the appropriate level for the allowance for credit losses. The nature of the process by which the Bank
determines the appropriate allowance for credit losses requires the exercise of considerable judgment. Additions or reductions
to the allowance for credit losses are made by charges or credits to the provision for credit losses. Identified credit exposures
that are determined to be uncollectible are charged against the allowance for credit losses. Recoveries of previously charged
off amounts, if any, are credited to the allowance for credit losses. A weakening of the economy or other factors that adversely
affect asset quality can result in an increase in the number of delinquencies, bankruptcies, and defaults, and a higher level of
non-performing assets, net charge-offs, and provision for loan losses. See Part I — Item 1A — “Risk Factors” for additional
factors that could cause actual results to differ materially from forward-looking statements or historical performance.
The allowance for loan losses was $123.3 million and the allowance for off-balance sheet unfunded credit commitments
was $4.6 million at December 31, 2017, which represented the amount believed by management to be appropriate to absorb
credit losses inherent in the loan portfolio. The allowance for credit losses, which is the sum of the allowances for loan losses
and for off-balance sheet unfunded credit commitments, was $127.9 million at December 31, 2017, compared to $122.2
million at December 31, 2016, an increase of $5.7 million, or 4.6%. The allowance for credit losses represented 0.99% of
period-end gross loans and 262.1% of non-performing loans at December 31, 2017. The comparable ratios were 1.09% of
period-end gross loans and 245.9% of non-performing loans at December 31, 2016.
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The following table sets forth the information relating to the allowance for loan losses, charge-offs, recoveries, and the
reserve for off-balance sheet credit commitments for the past five years:
Allowance for Credit Losses
2017
Amount Outstanding as of December 31,
2015
(Dollars in thousands)
2016
2014
2013
Allowance for loan losses
Balance at beginning of year ................................ $
Reversal for credit losses ......................................
(Reversal)/provision for reserve for off-balance
sheet credit commitments .................................
Charge-offs :
Commercial loans .................................................
Construction loans-residential ..............................
Construction loans-other ......................................
Real estate loans ...................................................
Real estate land loans ...........................................
Total charge-offs ...............................................
Recoveries:
Commercial loans .................................................
Construction loans-residential ..............................
Construction loans-other ......................................
Real estate loans ...................................................
Real estate land loans ...........................................
Installment loans and other loans .........................
Total recoveries ................................................
Balance at end of year .......................................... $
Reserve for off-balance sheet credit
commitments
118,966 $
(2,500)
138,963 $ 161,420 $ 173,889 $ 183,322
(3,000)
(15,650)
(10,800)
(11,400)
-
-
-
(372)
-
(3,313)
-
-
(860)
-
(4,173)
(12,955)
-
-
(1,486)
(4,462)
(18,903)
(16,426)
-
-
(3,355)
(646)
(20,427)
(7,875)
(2,382)
(4,365)
(7,613)
-
(22,235)
(15,625)
-
-
(3,499)
(1,318)
(20,442)
3,402
-
229
7,336
-
19
10,986
123,279 $
4,144
500
7,417
1,542
953
-
14,556
2,739
1,201
1,083
5,978
2,997
11
14,009
118,966 $ 138,963 $ 161,420 $ 173,889
12,517
48
2,499
5,752
109
13
20,938
4,619
-
202
4,283
266
-
9,370
Balance at beginning of year ................................ $
Provision/(Reversal) for credit losses ...................
Balance at end of year .......................................... $
3,224 $
1,364
4,588 $
1,494 $
1,730
3,224 $
1,949 $
(455)
1,494 $
1,363 $
586
1,949 $
1,363
-
1,363
Average loans outstanding during the year (1) ...... $11,936,389 $10,620,819 $ 9,593,448 $ 8,532,245 $ 7,630,530
Ratio of net charge-offs to average loans
outstanding during the year (1) ..........................
(Reversal)/provision for credit losses to average
loans outstanding during the year (1) ................
Allowance for credit losses to non-performing
-0.06%
0.04%
0.12%
0.02%
0.08%
-0.02%
-0.15%
-0.12%
-0.13%
-0.04%
portfolio loans at year-end (2) ...........................
262.09%
245.94%
269.44%
232.84%
208.22%
Allowance for credit losses to gross loans at
year-end (1) .......................................................
0.99%
1.09%
1.38%
1.83%
2.17%
(1) Excluding loans held for sale
(2) Excluding non-accrual loans held for sale
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Our allowance for loan losses consists of the following:
• Specific allowance: For impaired loans, we provide specific allowances for loans that are not collateral dependent
based on an evaluation of the present value of the expected future cash flows discounted at the loan’s effective
interest rate and for loans that are collateral dependent based on the fair value of the underlying collateral determined
by the most recent valuation information received, which may be adjusted based on factors such as changes in market
conditions from the time of valuation. If the measure of the impaired loan is less than the recorded investment in the
loan, the deficiency will be charged off against the allowance for loan losses or, alternatively, a specific allocation
will be established.
• General allowance: The unclassified portfolio is segmented on a group basis. Segmentation is determined by loan
type and common risk characteristics. The non-impaired loans are grouped into 19 segments: two commercial
segments, ten commercial real estate segments, one residential construction segment, one non-residential
construction segment, one SBA segment, one installment loans segment, one residential mortgage segment, one
equity lines of credit segment, and one overdrafts segment. The allowance is provided for each segmented group
based on the group’s historical loan loss experience aggregated based on loan risk classifications which take into
account the current financial condition of the borrowers and guarantors, the prevailing value of the underlying
collateral if collateral dependent, charge-off history, management’s knowledge of the portfolio, general economic
conditions, environmental factors including the trends in delinquency and non-accrual, and other significant factors,
such as the national and local economy, volume and composition of the portfolio, strength of management and loan
staff, underwriting standards, and concentration of credit. In addition, management reviews reports on past-due loans
to ensure appropriate classification. In the third quarter of 2014, management reevaluated the look-back period and
restored the five year look-back period in order to capture a sufficient history of loss data. Additionally, risk factor
calculations for pass rated loans included a specified loss emergence period and were determined based on five-year
average of observed net losses, unless trends would indicate that a different weighting would be appropriate. In the
fourth quarter of 2016, management reevaluated the look back period and increase the period from five to eight years
to capture additional history that would incorporate the losses from the last recession. In light of the changes above,
the relevant environmental factors were reduced. These refinements maintained the Bank’s allowance at a level
consistent with the prior quarter.
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The table set forth below reflects management’s allocation of the allowance for loan losses by loan category and the ratio
of each loan category to the total loans as of the dates indicated:
Allocation of Allowance for Loan Losses
2017
Percentage
of Loans
in Each
Category
to Average
Gross
Loans
2016
Percentage
of Loans
in Each
Category
to Average
Gross
Loans
As of December 31,
2015
Percentage
of Loans
in Each
Category
to Average
Gross
Loans
2014
Percentage
of Loans
in Each
Category
to Average
Gross
Loans
2013
Percentage
of Loans
in Each
Category
to Average
Gross
Loans
Amount
Amount
Amount
Amount
Amount
Type of Loans:
Commercial loans ................ $ 49,796
Residential mortgage loans
(Dollars in thousands)
19.1% $ 49,203
21.1% $ 56,199
24.9% $ 47,501
27.2% $ 65,103
28.2%
and equity lines ................. 11,013
24.5 11,620
22.0 11,145
19.7 11,578
19.2 12,005
18.6
Commercial mortgage
loans .................................. 37,610
51.2 34,864
52.2 49,440
51.5 74,673
50.2 84,753
50.7
Real estate construction
loans .................................. 24,838
22
Installment and other loans .
5.2 23,268
11
0.0
4.7 22,170
9
0.0
3.9 27,652
16
0.0
3.2 11,999
29
0.2
2.3
0.2
Total ..................................... $123,279
100.0% $118,966
100.0% $138,963
100.0% $161,420
100.0% $173,889
100.0%
The allowance allocated to commercial loans was $49.8 million at December 31, 2017, compared to $49.2 million at
December 31, 2016. The increase is due primarily to commercial loan growth.
The allowance allocated to residential mortgage loans and equity lines was $11.0 million at December 31, 2017,
compared to $11.6 million at December 31, 2016 as a result of the decrease in the amount of general allowance determined
to be required for residential mortgage loans.
The allowance allocated to commercial mortgage loans increased from $34.9 million at December 31, 2016, to $37.6
million at December 31, 2017, as a result of the increase in the amount of general allowance determined to be required for
commercial mortgage loans.
The allowance allocated for construction loans increased to $24.8 million at December 31, 2017, compared to $23.3
million at December 31, 2016, as a result of the increase in the amount of general allowance determined to be required for
construction loans.
Also, see Part I — Item 1A — “Risk Factors” for additional factors that could cause actual results to differ materially
from forward-looking statements or historical performance.
Liquidity
Liquidity is our ability to maintain sufficient cash flow to meet maturing financial obligations and customer credit needs,
and to take advantage of investment opportunities as they are presented in the marketplace. Our principal sources of liquidity
are growth in deposits, proceeds from the maturity or sale of securities and other financial instruments, repayments from
securities and loans, Federal funds purchased, securities sold under agreements to repurchase, and advances from the FHLB.
For December 2017, our average monthly liquidity ratio (defined as net cash plus short-term and marketable securities to net
deposits and short-term liabilities) was 12.1% compared to 12.6% for December 2016.
The Bank is a shareholder of the FHLB, which enables the Bank to have access to lower-cost FHLB financing when
necessary. At December 31, 2017, the Bank had an approved credit line with the FHLB of San Francisco totaling $5.7 billion.
Total advances from the FHLB of San Francisco were $430.0 million and standby letter of credits issued by FHLB on the
Company’s behalf were $100.7 million as of December 31, 2017. These borrowings bear fixed rates and are secured by loans.
See Note 9 to the Consolidated Financial Statements. At December 31, 2017, the Bank pledged $36.1 million of its
commercial loans to the Federal Reserve Bank’s Discount Window under the Borrower-in-Custody program. The Bank had
borrowing capacity of $36.0 million from the Federal Reserve Bank Discount Window at December 31, 2017.
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Liquidity can also be provided through the sale of liquid assets, which consist of federal funds sold, securities purchased
under agreements to resell, and securities available-for-sale. At December 31, 2017, investment securities totaled $1.3 billion,
with $272.2 million pledged as collateral for borrowings and other commitments. The remaining $1.1 billion was available
as additional liquidity or to be pledged as collateral for additional borrowings.
Approximately 88% of our time deposits mature within one year or less as of December 31, 2017. Management
anticipates that there may be some outflow of these deposits upon maturity due to the keen competition in the Bank’s
marketplace. However, based on our historical runoff experience, we expect the outflow will not be significant and can be
replenished through our normal growth in deposits. Management believes all the above-mentioned sources will provide
adequate liquidity during the next twelve months for the Bank to meet its operating needs.
The business activities of the Bancorp consist primarily of the operation of the Bank and limited activities in other
investments. The Bancorp obtains funding for its activities primarily through dividend income contributed by the Bank,
proceeds from the issuance of the Bancorp common stock through our Dividend Reinvestment Plan and the exercise of stock
options. Dividends paid to the Bancorp by the Bank are subject to regulatory limitations. Management believes the Bancorp’s
liquidity generated from its prevailing sources is sufficient to meet its operational needs.
Also, see Note 13 to the Consolidated Financial Statements regarding commitments and contingencies.
Recent Accounting Pronouncements
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). The new guidance
replaces existing revenue recognition guidance for contracts to provide goods or services to customers and amends existing
guidance related to recognition of gains and losses on the sale of certain nonfinancial assets such as real estate. ASU 2014-
09 clarifies the principles for recognizing revenue and replaces nearly all existing revenue recognition guidance in U.S.
GAAP. Quantitative and qualitative disclosures regarding the nature, amount, timing and uncertainty of revenue and cash
flows arising from contracts with customers are also required. ASU 2014-09 as amended by ASU 2015-14, ASU 2016-08,
ASU 2016-10 and ASU 2016-12, is effective for interim and annual periods beginning after December 15, 2017 and is
applied on either a modified retrospective or full retrospective basis. Our revenue is primarily comprised of net interest
income on financial assets and financial liabilities, which is explicitly excluded from the scope of ASU 2014-09, and non-
interest income. We expect that ASU 2014-09 will require us to change how we recognize certain recurring revenue streams
for certain fee income products, however, we expect these changes will not have a material impact on our financial
statements. The Company adopted this guidance on January 1, 2018. The adoption impacts certain revenue streams, which
did not have a material impact on our financial statements.
In January 2016, the FASB issued ASU 2016-01, “Financial Instruments Overall (Subtopic 825-10): Recognition and
Measurement of Financial Assets and Financial Liabilities.” This update requires an entity to measure equity investments
with readily determinable fair values at fair value with changes in fair value recognized in net income. Equity investment
without readily determinable fair values will be measured at fair value either upon the occurrence of an observable price
change or upon identification of an impairment and any amount by which the carrying value exceeding the fair value will be
recognized as an impairment in net income. This update also requires an entity to disclose fair value of financial instruments
measured at amortized cost on the balance sheet to measure that fair value using the exit price option. In addition, this update
requires separate presentation in comprehensive income for changes in the fair value of a liability and in the balance sheet by
measurement category and form of financial asset. ASU 2016-01 becomes effective for interim and annual periods beginning
after December 15, 2017. The adoption of the amendment resulted in approximately $8.7 million being reclassified from
accumulated other comprehensive income to retained earnings, representing an increase to retained earnings as of January 1,
2018.
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which is intended to increase transparency and
comparability in the accounting for lease transactions. ASU 2016-02 requires lessees to recognize all leases longer than
twelve months on the Consolidated Balance Sheet as lease assets and lease liabilities and quantitative and qualitative
disclosures regarding key information about leasing arrangements. Lessor accounting is largely unchanged. ASU 2016-02 is
effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years with an
option to early adopt. ASU 2016-02 mandates a modified retrospective transition method for all entities. The Company is
evaluating the impact of ASU 2016-02 and has determined that the majority of our leases are operating leases. We expect,
upon adoption, the Company will record a liability for the remaining obligation under the lease agreements and a
corresponding right-of-use asset in the consolidated financial statements. ASU 2016-02 will be effective for us on January 1,
75
2019 and will require transition using a modified retrospective approach for leases existing at, or entered into after, the
beginning of the earliest comparative period presented in the financial statements.
In March 2016, the FASB issued ASU 2016-06, “Derivatives and Hedging (Topic 815): Contingent Put and Call Options
in Debt Instruments.” This update requires an entity to perform a four-step decision sequence when assessing whether
contingent call or put options that can accelerate the payment of principal on debt instruments are clearly and closely related
to their debt hosts. The four-step decision sequence is: (i) the payoff is adjusted based on changes in an index; (ii) the payoff
is indexed to an underlying other than interest rates or credit risk; (iii) the debt involves a substantial premium or discount;
and the call or put option is contingently exercisable. ASU 2016-06 became effective for interim and annual periods beginning
after December 15, 2016 and must be implemented using a modified retrospective basis. Early adoption is permitted. The
adoption of this guidance did not have a material impact on the Consolidated Financial Statements.
In March 2016, the FASB issued ASU 2016-07, “Investments Equity Method and Joint Ventures (Topic 323):
Simplifying the Transition to the Equity Method of Accounting.” This update eliminates the requirement to retroactively
adopt the equity method of accounting. It requires that an equity method investor add the cost of acquiring the additional
interest to the current basis of the previously held interest and adopt the equity method of accounting as of the date the
investment becomes qualified for equity method accounting. The retroactive adjustment of the investment is no longer
required. ASU 2016-07 became effective for interim and annual periods beginning after December 15, 2016 and should be
applied prospectively. Early adoption is not permitted. The adoption of this guidance will not have a material impact on the
Consolidated Financial Statements.
In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of
Credit Losses on Financial Instruments.” ASU 2016-13 requires the measurement of all expected credit losses for financial
assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts
and requires enhanced disclosures related to the significant estimates and judgments used in estimating credit losses, as well
as the credit quality and underwriting standards of an organization’s portfolio. In addition, ASU 2016-13 amends the
accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration.
ASU 2016-13 will be effective on January 1, 2020. We are currently evaluating the potential impact of ASU 2016-13 on
our financial statements. In that regard, we have formed a cross-functional working group, under the direction of our Chief
Risk Officer. We are currently developing an implementation plan to include assessment of processes, portfolio
segmentation, model development, system requirements and the identification of data and resource needs, among other
things. The adoption of ASU 2016-13 is likely to result in an increase in the allowance for loan losses as a result of changing
from an “incurred loss” model, which encompasses allowances for current known and inherent losses within the portfolio,
to an “expected loss” model, which encompasses allowances for losses expected to be incurred over the life of the portfolio.
While we are currently unable to reasonably estimate the impact of adopting ASU 2016-13, we expect that the impact of
adoption will be significantly influenced by the composition, characteristics and quality of our loan portfolio as well as the
prevailing economic conditions and forecasts as of the adoption date.
In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows – Classification of Certain Cash Receipts
and Cash Payments.” This update provides guidance on eight cash flow issues with the objective of reducing the existing
diversity in practice related to debt prepayment or debt extinguishment costs, settlement of zero-coupon debt instruments or
other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing,
contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims,
proceeds from the settlement of corporate-owned life insurance policies, including bank-owned life insurance policies,
distributions received from equity method investees, beneficial interest in securitization transactions, separately identifiable
cash flows and application of the predominance principle. The amendments reduce current and potential future diversity in
practice. The amendments in this update apply to all entities that are required to present a statement of cash flows under Topic
230. ASU 2016-15 became effective for interim and annual periods beginning after December 15, 2017. The Company does
not expect the adoption of this guidance to have a material impact on its Consolidated Financial Statements.
In October 2016, the FASB issued ASU 2016-16, “Income Taxes – Intra-Entity Transfers of Assets Other Than
Inventory.” This update will allow the income tax consequences of intra-entity transfers of assets other than inventory when
the transfer occurs. The amendments in this update are effective for annual reporting periods beginning after December 15,
2017, including interim reporting periods within those annual reporting periods. The Company does not expect the adoption
of this guidance to have a material impact on its Consolidated Financial Statements.
In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows – Restricted Cash.” This update requires
that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts
76
generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash
and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period
and end-of-period total amounts shown on the statement of cash flows. The amendments in this update do not provide a
definition of restricted cash or restricted cash equivalents. The amendments in this update are effective for fiscal years
beginning after December 15, 2017, and interim periods within those fiscal years. The Company is currently evaluating the
impact on its consolidated financial statements.
In January 2017, the FASB issued ASU 2017-01, “Business Combinations (Topic 805) – Clarifying the Definition of a
Business.” This update clarifies the definition of a business with the objective of adding guidance to assist entities with
evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition
of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. Under the
current implementation guidance in Topic 805, there are three elements of a business—inputs, processes, and outputs. While
an integrated set of assets and activities (collectively referred to as a “set”) that is a business usually has outputs, outputs are
not required to be present. In addition, all the inputs and processes that a seller uses in operating a set are not required if
market participants can acquire the set and continue to produce outputs, for example, by integrating the acquired set with
their own inputs and processes. The amendments in this update also provide a screen to determine when a set is not a business.
The amendments in this update affect all reporting entities that must determine whether they have acquired or sold a business.
The amendments in this update are to be applied to annual periods beginning after December 15, 2017. Adoption of ASU
2017-01 is not expected to have a significant impact on the Company’s consolidated financial statements.
In January 2017, the FASB issued ASU 2017-04, “Intangibles—Goodwill and Other (Topic 350)”. Simplifying the Test
for Goodwill Impairment.” This update simplifies how an entity is required to test goodwill for impairment by eliminating
Step 2 from the goodwill impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value
of a reporting unit’s goodwill with the carrying amount of that goodwill. Adoption of this update is on a prospective basis
and the amendments in this update are to be applied to annual periods beginning after December 15, 2019. Adoption of ASU
2017-04 is not expected to have a significant impact on the Company’s consolidated financial statements.
In February 2017, the FASB issued ASU 2017-05, “Other Income—Gains and Losses from the Derecognition of
Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial
Sales of Nonfinancial Assets.” This update clarifies that a financial asset is within the scope of Subtopic 610-20 if it meets
the definition of an in substance nonfinancial asset. The amendments define the term “in substance nonfinancial asset”, in
part, as a financial asset promised to a counterparty in a contract if substantially all of the fair value of the assets (recognized
and unrecognized) that are promised to the counterparty in the contract is concentrated in nonfinancial assets, then all of the
financial assets promised to the counterparty are in substance nonfinancial assets with the scope of Subtopic 610-20. The
amendments in this update clarify that an entity should identify each distinct nonfinancial asset or in substance nonfinancial
asset promised to a counterparty and derecognize each asset when a counterparty obtains control of it. The amendments also
clarify that an entity should allocate consideration to each distinct asset by applying the guidance in Topic 606 on allocating
the transaction price to performance obligations. The amendments are effective for annual reporting periods beginning after
December 15, 2017, including interim reporting periods within that reporting period. Adoption of ASU 2017-05 is not
expected to have a significant impact on the Company’s consolidated financial statements.
In March 2017, the FASB issued ASU 2017-08, “Receivables- Nonrefundable Fees and Other Costs (Subtopic 310-20):
Premium Amortization on Purchased Callable Debt Securities” This update amends the amortization period for certain
purchased callable debt securities held at a premium. The amendments require the premium to be amortized to the earliest
call date. The amendments do not require an accounting change for securities held at a discount; the discount continues to be
amortized to maturity. This update affects all entities that hold investments in callable debt securities that have an amortized
cost basis in excess of the amount that is repayable by the issuer at the earliest call date. This update is effective for fiscal
years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company is currently evaluating
the impact on its consolidated financial statements.
In May 2017, the FASB issued ASU 2017-09, “Compensation – Stock Compensation (Topic 718): Modification
Accounting.” The amendments in this update provide guidance about which changes to the terms or conditions of a share-
based payment award require an entity to apply modification accounting in Topic 718. The amendments in this update affect
any entity that changes the terms or conditions of a share-based payment award. The amendments should be applied
prospectively to an award modified on or after the adoption date. The amendments in this update are effective for all entities
for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Adoption of ASU
2017-09 is not expected to have a significant impact on the Company’s consolidated financial statements.
77
In July 2017, the FASB issued ASU 2017-11, “Earnings per Share (Topic 260), Distinguishing Liabilities from Equity
(Topic 480) and Derivatives and Hedging (Topic 815).” There are two parts to this update. Part I of this update addresses the
complexity of accounting for certain financial instruments with down round features. Down round features are features of
certain equity-linked instruments that result in the strike price being reduced on the basis of the pricing of future equity
offerings. Part II of this update addresses the difficulty in navigating topic 480, Distinguishing Liabilities from Equity,
because of the existence of extensive pending content in the FASB Accounting Standards Codification. This pending content
is the result of the indefinite deferral of accounting requirements about mandatorily redeemable financial instruments of
certain nonpublic entities and certain mandatorily redeemable noncontrolling interests. The amendments in this update are
effective for fiscal years beginning after December 15, 2020. Early adoption is permitted for all entities, including adoption
in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of
the beginning of the fiscal year that includes that interim period. The amendments in part I of this update should be applied
in either of the following ways: (i) Retrospectively to outstanding financial instruments with a down round feature by means
of a cumulative-effect adjustment to the statement of financial position as of the beginning of the first fiscal year and interim
periods in which the pending content that links to this paragraph is effective; or (ii) Retrospectively to outstanding financial
instruments with a down round feature for each prior reporting period presented in accordance with the guidance on
accounting changes in paragraphs 250-10-45-5 through 45-10. The amendments to Part II of this update do not require any
transition guidance because those amendments do not have an accounting effect. The Company is currently evaluating the
impact on its consolidated financial statements.
In August 2017, the FASB issued ASU 2017-12, “Derivatives and Hedging (Topic 815)”, targeted improvements to
accounting for hedging activities. The amendments in this update better align an entity’s risk management activities and
financial reporting for hedging relationships through changes to both the designation and measurement guidance for
qualifying hedging relationships and the presentation of hedge results. To meet that objective, the amendments expand and
refine hedge accounting for both nonfinancial and financial risk components and align the recognition and presentation of
the effects of the hedging instrument and the hedged item in the financial statements. For public business entities, the
amendments in this update are effective for fiscal years beginning after December 15, 2018, and interim periods within those
fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2019, and
interim periods within fiscal years beginning after December 15, 2020. Early application is permitted in any interim period
after issuance of the update. The Company is currently evaluating the impact on its consolidated financial statements.
In February 2018, FASB issued Accounting Standards Update (“ASU”) 2018-02 to help organizations address certain
stranded income tax effects in accumulated other comprehensive income (“AOCI”) resulting from the Tax Legislation. The
amendment provides financial statement preparers with an option to reclassify stranded tax effects within AOCI to retained
earnings in each period in which the effect of the changes in the U.S. federal corporate income tax rate in the Tax Legislation
(or portion thereof) is recorded. The amendment also includes disclosure requirements regarding the issuer’s accounting
policy for releasing income tax effects from AOCI. The amendment is effective for annual periods, and interim periods within
those annual periods, beginning after December 15, 2018. Early adoption is permitted, and organizations should apply the
provisions of the amendment either in the period of adoption or retrospectively to each period (or periods) in which the effect
of the change in the U.S. federal corporate income tax rate in the Tax Legislation is recognized. The Company is currently
evaluating the provisions of the amendment and the impact on its future consolidated financial statements.
See Note 1 to the Consolidated Financial Statements for details of recent accounting pronouncements and their expected
impact, if any, on the Consolidated Financial Statements.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
Market Risk
Market risk is the risk of loss from adverse changes in market prices and rates. The principal market risk to the Company
is the interest rate risk inherent in our lending, investing, deposit taking and borrowing activities, due to the fact that interest-
earning assets and interest-bearing liabilities do not re-price at the same rate, to the same extent, or on the same basis.
We monitor and manage our interest rate risk through analyzing the re-pricing characteristics of our loans, securities,
deposits, and borrowings on an on-going basis. The primary objective is to minimize the adverse effects of changes in interest
rates on our earnings, and ultimately the underlying market value of equity, while structuring our asset-liability composition
to obtain the maximum spread. Management uses certain basic measurement tools in conjunction with established risk limits
to regulate its interest rate exposure. Due to the limitations inherent in any individual risk management tool, we use a
simulation model to measure and quantify the impact to our profitability as well as to estimate changes to the market value
of our assets and liabilities.
78
We use a net interest income simulation model to measure the extent of the differences in the behavior of the lending,
investing, and funding rates to changing interest rates, so as to project future earnings or market values under alternative
interest rate scenarios. Interest rate risk arises primarily through the traditional business activities of extending loans,
investing securities, accepting deposits, and borrowings. Many factors, including economic and financial conditions,
movements in interest rates, and consumer preferences affect the spread between interest earned on assets and interest paid
on liabilities. The net interest income simulation model is designed to measure the volatility of net interest income and net
portfolio value, defined as net present value of assets and liabilities, under immediate rising or falling interest rate scenarios
in 25 basis points increments.
Although the modeling is helpful in managing interest rate risk, it does require significant assumptions for the projection
of loan prepayment rates on mortgage related assets, loan volumes and pricing, and deposit and borrowing volume and
pricing, that might prove inaccurate. Because these assumptions are inherently uncertain, the model cannot precisely estimate
net interest income, or precisely predict the effect of higher or lower interest rates on net interest income. Actual results will
differ from simulated results due to the timing, magnitude, and frequency of interest rate changes, the differences between
actual experience and the assumed volume, changes in market conditions, and management strategies, among other factors.
The Company monitors its interest rate sensitivity and attempts to reduce the risk of a significant decrease in net interest
income caused by a change in interest rates.
We establish a tolerance level in our policy for net interest income volatility of plus or minus 5% when the hypothetical
rate change is plus or minus 200 basis points. When the net interest rate simulation projects that our tolerance level will be
met or exceeded, we seek corrective action after considering, among other things, market conditions, customer reaction, and
the estimated impact on profitability. At December 31, 2017, if interest rates were to increase instantaneously by 100 basis
points, the simulation indicated that our net interest income over the next twelve months would increase by 3.8%, and if
interest rates were to increase instantaneously by 200 basis points, the simulation indicated that our net interest income over
the next twelve months would increase by 7.5%. Conversely, if interest rates were to decrease instantaneously by 100 basis
points, the simulation indicated that our net interest income over the next twelve months would decrease by 4.5%, and if
interest rates were to decrease instantaneously by 200 basis points, the simulation indicated that our net interest income over
the next twelve months would decrease by 10.0%.
Our simulation model also projects the net market value of our portfolio of assets and liabilities. We have established a
tolerance level to value the net market value of our portfolio of assets and liabilities in our policy to a change of not less than
0% when the hypothetical rate change is plus or minus 200 basis points. At December 31, 2017, if interest rates were to
increase instantaneously by 200 basis points, the simulation indicated that the net market value of our portfolio of assets and
liabilities would increase by 3.2%, and conversely, if interest rates were to decrease instantaneously by 200 basis points, the
simulation indicated that the net market value of our assets and liabilities would decrease by 1.9%.
79
Quantitative Information about Interest Rate Risk
The following table shows the carrying value of our financial instruments that are sensitive to changes in interest rates,
categorized by expected maturity, as well as the instruments’ total fair values at December 31, 2017, and 2016. For assets,
expected maturities are based on contractual maturity. For liabilities, we use our historical experience and decay factors to
estimate the deposit runoffs of interest-bearing transactional deposits. We use certain assumptions to estimate fair values and
expected maturities which are described in Note 16 to the Consolidated Financial Statements. Off-balance sheet commitments
to extend credit, letters of credit, and bill of lading guarantees represent the contractual unfunded amounts. Off-balance sheet
financial instruments represent fair values. The results presented may vary if different assumptions are used or if actual
experience differs from the assumptions used.
Average
Interest
Rate
Expected Maturity Date at December 31,
2018
2019
2020
2021
2022
Thereafter
Total
(Dollars in thousands)
December 31,
2017
Fair
Value
2016
Fair
Value
Total
Interest-Sensitive Assets:
Mortgage-backed
securities and
collateralized mortgage
obligations .....................
Other investment
securities ........................
Loans held for sale ............
Loans .................................
Interest Sensitive
Liabilities:
Other interest-bearing
deposits ..........................
Time deposits ....................
Securities sold under
agreements to
repurchase ......................
Advances from the
Federal Home Loan
Bank ...............................
Other borrowings ..............
Long-term debt .................
Off-Balance Sheet
Financial Instruments:
Commitments to extend
credit ..............................
Standby letters of credit ....
Other letters of credit ........
Bill of lading guarantees ...
2.31% $
86,223 $
76,886 $ 67,717 $ 58,294 $
50,093 $ 234,272 $
573,485 $
573,485 $
336,288 $
336,288
978,057
1.58 264,575
6.00
7,500
8,000
4.60 3,084,086 1,064,201 657,278 564,614 702,733 6,797,378 12,870,290 12,778,857 11,201,275 11,124,286
- 20,300 363,524
-
-
-
760,141
8,000
760,141
8,000
978,057
7,500
39,004
-
72,738
-
0.41 539,178 312,042 175,238 61,237 1,814,774 1,613,521 4,515,990 4,515,990 4,149,332 4,149,332
11 5,390,777 5,401,970 5,047,287 5,052,913
1.04 4,724,089 532,188 133,824
592
73
2.86 100,000
-
-
-
-
-
100,000
100,163
350,000
351,989
1.41 380,000
17,702
2.80
4,688
3.53
-
50,000
10,621
7,081
18,750 51,562
-
-
-
-
-
-
17,481
- 119,136
430,000
52,885
194,136
429,482
51,075
141,865
350,000
17,662
119,136
350,062
15,944
63,169
1,142,839 657,578 207,232 88,809
792 73,488
13,332
-
-
-
-
51,984
27,353
24
-
-
62,392 207,518 2,366,368
140,814
459
27,353
-
24
-
759
-
-
(7,244) 2,062,241
75,396
(1,805)
37,283
(52)
75
(0)
(6,025)
(668)
(16)
(0)
Country Risk Exposures
The Company’s total assets were $15.6 billion and total foreign country risk net exposures were $439.1 million at
December 31, 2017, compared to total assets of $14.5 billion and total foreign country risk net exposures of $503.9 million
at December 31, 2016. Total foreign country risk net exposures at December 31, 2017, were comprised primarily of $295.8
million from Hong Kong, $31.1 million from Australia, $26.2 million from China, $25.4 million from France, $13.8 million
from Germany, $13.2 million from Singapore, $10.1 million from Virgin Island, $7.0 million from England, $5.0 million
from Cayman Island $3.5 million from Canada, $2.5 million from Indonesia, $1.4 million from Vietnam, $1.3 million from
Japan, $1.3 million from Taiwan, $0.9 million from Switzerland, and $0.3 million from Venezuela. Total foreign country
risk net exposures at December 31, 2016, were comprised primarily of $298.5 million from Hong Kong, $79.6 million from
China, $29.9 million from Australia, $26.2 million from Germany, $24.3 million from France, $13.3 million from Singapore,
$12.0 million from England, $10.0 million from the Philippines, $3.7 million from Macau, $1.8 million from Taiwan, $1.4
million from Canada, $1.1 million from Switzerland, $1.0 million from Japan, $0.7 million from Indonesia, and $0.3 million
from Venezuela.
All foreign country risk net exposures were to non-sovereign counterparties except $9.9 million due from the Hong Kong
Monetary Authority at December 31, 2017 and $14.0 million at December 31, 2016.
Unfunded exposures were $1.7 million at December 31, 2017, and were comprised of a $720,000 of unfunded loan to a
borrower in Taiwan, a $711,000 of unfunded loan to a borrower in Canada and a $250,000 of unfunded loan to a borrower
80
in China. Unfunded exposures were $21.5 million at December 31, 2016, and were comprised of $20.0 million of unfunded
loans to two financial institutions in China, a $720,000 of unfunded loan to a borrower in Taiwan, and a $711,000 of unfunded
loans to borrowers in Canada.
Financial Derivatives
It is our policy not to speculate on the future direction of interest rates. However, we enter into financial derivatives in
order to seek mitigation of exposure to interest rate risks related to our interest-earning assets and interest-bearing liabilities.
We believe that these transactions, when properly structured and managed, may provide a hedge against inherent interest rate
risk in our assets or liabilities and against risk in specific transactions. In such instances, we may protect our position through
the purchase or sale of interest rate futures contracts for a specific cash or interest rate risk position. Other hedging transactions
may be implemented using interest rate swaps, interest rate caps, floors, financial futures, forward rate agreements, and
options on futures or bonds. Prior to considering any hedging activities, we seek to analyze the costs and benefits of the hedge
in comparison to other viable alternative strategies. All hedges will require an assessment of basis risk and must be approved
by the Bancorp or the Bank’s Investment Committee.
The Company follows ASC Topic 815 that establishes accounting and reporting standards for financial derivatives,
including certain financial derivatives embedded in other contracts, and hedging activities. It requires the recognition of all
financial derivatives as assets or liabilities in the Company’s consolidated balance sheet and measurement of those financial
derivatives at fair value. The accounting treatment of changes in fair value is dependent upon whether or not a financial
derivative is designated as a hedge and, if so, the type of hedge. Fair value is determined using third-party models with
observable market data. For derivatives designated as cash flow hedges, changes in fair value are recognized in other
comprehensive income and are reclassified to earnings when the hedged transaction is reflected in earnings. For derivatives
designated as fair value hedges, changes in the fair value of the derivatives are reflected in current earnings, together with
changes in the fair value of the related hedged item if there is a highly effective correlation between changes in the fair value
of the interest rate swaps and changes in the fair value of the underlying asset or liability that is intended to be hedged. If
there is not a highly effective correlation between changes in the fair value of the interest rate swap and changes in the fair
value of the underlying asset or liability that is intended to be hedged, then only the changes in the fair value of the interest
rate swaps are reflected in the Company’s consolidated financial statements.
In May 2014, the Bancorp entered into five interest rate swap contracts in the notional amount of $119.1 million for a
period of ten years. The objective of these interest rate swap contracts, which were designated as hedging instruments in cash
flow hedges, was to hedge the quarterly interest payments on the Bancorp’s $119.1 million of Junior Subordinated Debentures
that had been issued to five trusts, throughout the ten-year period beginning in June 2014 and ending in June 2024, from the
risk of variability of these payments resulting from changes in the three-month LIBOR interest rate. The Bancorp pays a
weighted average fixed interest rate of 2.61% and receives a variable interest rate of the three-month LIBOR at a weighted
average rate of 1.6%. As of December 31, 2017, the notional amount of cash flow interest rate swaps was $119.1 million and
their unrealized loss of $1.5 million, net of taxes, was included in other comprehensive income compared to unrealized loss
of $2.2 million at December 31, 2016. For the year ended December 31, 2017, the periodic net settlement of interest rate
swaps included in interest expense was $1.7 million compared to $2.3 million in 2016. As of December 31, 2017, and 2016,
the ineffective portion of these interest rates swaps was not significant.
As of December 31, 2017, the Bank’s outstanding interest rate swap contracts had a notional amount of $540.4 million
for various terms from two to ten years. The Bank entered into these interest rate swap contracts that are matched to individual
fixed-rate commercial real estate loans in the Bank’s loan portfolio. These contracts have been designated as hedging
instruments to hedge the risk of changes in the fair value of the underlying commercial real estate loans due to changes in
interest rates. The swap contracts are structured so that the notional amounts reduce over time to match the contractual
amortization of the underlying loan and allow prepayments with the same pre-payment penalty amounts as the related loan.
The Bank pays a weighted average fixed rate of 4.6% and receives a variable rate at the one month LIBOR rate plus a
weighted average spread of 289 basis points, or at a weighted average rate of 4.3%. As of December 31, 2017, and 2016, the
notional amount of fair value interest rate swaps was $540.4 million and $361.5 million with unrealized gains of $5.0 million
and $938,000, respectively, included in other non-interest income. The amount of periodic net settlement of interest rate
swaps reducing interest income was $2.4 million in 2017 compared to $3.6 million in 2016. As of December 31, 2017, and
2016, the ineffective portion of these interest rate swaps was not significant.
81
Interest rate swap contracts involve the risk of dealing with institutional derivative counterparties and their ability to
meet contractual terms. Institutional counterparties must have a strong credit profile and be approved by the Company’s
Board of Directors. The Company’s credit exposure on interest rate swaps is limited to the net favorable value and interest
payments of all swaps by each counterparty. Credit exposure may be reduced by the amount of collateral pledged by the
counterparty. The Bancorp’s interest rate swaps have been assigned by the counterparties to a derivatives clearing
organization and daily margin is indirectly maintained with the derivatives clearing organization. Cash posted as collateral
by the Bancorp related to derivative contracts totaled $4.5 million as of December 31, 2017 and $6.9 million as of December
31, 2016.
The Company enters into foreign exchange forward contracts with various counterparties to mitigate the risk of
fluctuations in foreign currency exchange rates for foreign exchange certificates of deposit or foreign exchange contracts
entered into with our clients. These contracts are not designated as hedging instruments and are recorded at fair value in our
Consolidated Balance Sheet. Changes in the fair value of these contracts as well as the related foreign exchange certificates
of deposit and foreign exchange contracts are recognized immediately in net income as a component of non-interest income.
Period end gross positive fair values are recorded in other assets and gross negative fair values are recorded in other liabilities.
At December 31, 2017, the notional amount of option contracts totaled $1.0 million with a net negative fair value of $9,000.
At December 31, 2017, spot, forward, and swap contracts in the total notional amount of $108.5 million had a positive fair
value of $1.8 million. Spot, forward, and swap contracts in the total notional amount of $32.1 million had a negative fair
value of $453,000 at December 31, 2017. At December 31, 2016, the notional amount of option contracts totaled $12.1
million with a net negative fair value of $121,000. At December 31, 2016, spot, forward, and swap contracts in the total
notional amount of $82.4 million had a positive fair value of $1.3 million. Spot, forward, and swap contracts in the total
notional amount of $89.5 million had a negative fair value of $3.1 million at December 31, 2016.
Item 8. Financial Statements and Supplementary Data.
For financial statements, see “Index to Consolidated Financial Statements” on page F-1.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
Not Applicable.
Item 9A. Controls and Procedures.
Disclosure Controls and Procedures
The Company's principal executive officer and principal financial officer have evaluated the effectiveness of the
Company’s “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange
Act of 1934, as amended, (the “Exchange Act”) as of the end of the period covered by this Annual Report on Form 10-K.
Based upon their evaluation, the principal executive officer and principal financial officer have concluded that the Company’s
disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the
reports filed or submitted by it under the Exchange Act is recorded, processed, summarized, and reported within the time
periods specified in the SEC’s rules and forms, and include controls and procedures designed to ensure that information
required to be disclosed by the Company in such reports is accumulated and communicated to the Company’s management,
including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding
required disclosure.
There have not been any changes in the Company’s disclosure controls and procedures that occurred during its fourth
fiscal quarter of 2017 that have materially affected, or are reasonably likely to materially affect, these controls and procedures.
82
Management’s Report on Internal Control over Financial Reporting
The management of the Company is responsible for establishing and maintaining adequate internal control over financial
reporting as such term is defined in Rule 13a-15(f) under the Exchange Act. The Company’s internal control over financial
reporting is a process designed under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial
statements for external purposes in accordance with U.S. generally accepted accounting principles.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
As of December 31, 2017, under the supervision and with the participation of the Company’s management, including
the Company’s principal executive officer and principal financial officer, the Company assessed the effectiveness of its
internal control over financial reporting based on the criteria for effective internal control over financial reporting established
in “Internal Control — Integrated Framework (2013),” issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO). Based on this assessment, management determined that the Company maintained effective
internal control over financial reporting as of December 31, 2017.
On July 14, 2017, the Company acquired Sinopac Bancorp, and its wholly-owned subsidiary Far East National Bank,
and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting
as of December 31, 2017, loans of $627.5 million acquired from Sinopac Bancorp and the related accrued interest receivable
of $1.5 million and interest income of $15.7 million, and deposits of $675.2 million consisting of non-interest bearing demand
deposits of $163.0 million, NOW deposits of $39.2 million, money market deposits of $198.7 million, savings deposits of
$53.3 million and time deposits of $220.8 million, assumed from Sinopac Bancorp and the related accrued interest payable
of $723,000, time deposit interest expense of $917,000 and other deposit interest expense of $497,000, included in the
consolidated financial statements of the Company as of and for the year ended December 31, 2017.
KPMG LLP, the independent registered public accounting firm that audited the Company’s Consolidated Financial
Statements included in this Annual Report on Form 10-K, has also issued an audit report on the effectiveness of the
Company’s internal control over financial reporting as of December 31, 2017. The report, which expresses an unqualified
opinion on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2017, is included
in this Item under the heading “Report of Independent Registered Public Accounting Firm” below.
Changes in Internal Control over Financial Reporting
There have not been any changes in the Company’s internal control over financial reporting, as such term is defined in
Rule 13a-15(f) under the Exchange Act, that occurred during the fourth fiscal quarter of 2017 that have materially affected,
or are reasonably likely to materially effect, the Company’s internal control over financial reporting.
83
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
Cathay General Bancorp:
Opinion on Internal Control Over Financial Reporting
We have audited Cathay General Bancorp and subsidiaries’ (the Company) internal control over financial reporting as of December 31,
2017, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations
of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial
reporting as of December 31, 2017, based on criteria established in Internal Control – Integrated Framework (2013) issued by the
Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB),
the consolidated balance sheets of the Company as of December 31, 2017 and 2016, the related consolidated statements of operations and
comprehensive income, changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31,
2017, and the related notes (collectively, the consolidated financial statements), and our report dated March 1, 2018 expressed an
unqualified opinion on those consolidated financial statements.
On July 14, 2017, the Company acquired Sinopac Bancorp, and its wholly-owned subsidiary Far East National Bank, and management
excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2017,
loans of $627.5 million acquired from Sinopac Bancorp and the related accrued interest receivable of $1.5 million and interest income of
$15.7 million, and deposits of $675.2 million consisting of non-interest bearing demand deposits of $163.0 million, NOW deposits of $39.2
million, money market deposits of $198.7 million, savings deposits of $53.3 million and time deposits of $220.8 million, assumed from
Sinopac Bancorp and the related accrued interest payable of $723,000, time deposit interest expense of $917,000 and other deposit interest
expense of $497,000, included in the consolidated financial statements of the Company as of and for the year ended December 31,
2017. Our audit of internal control over financial reporting of the Company also excluded an evaluation of the aforementioned amounts.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the
effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over
Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our
audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in
accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and
the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our
audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing
the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the
assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that
our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance
of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations
of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of
any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ KPMG LLP
Los Angeles, California
March 1, 2018
84
Item 9B. Other Information.
None.
Item 10. Directors, Executive Officers and Corporate Governance.
PART III
The information required by this item concerning our executive officers, directors, compliance with Section 16 of the
Securities Exchange Act of 1934, the code of ethics that applies to our principal executive officer, principal financial officer
and principal accounting officer, and matters relating to corporate governance is incorporated herein by reference from the
information set forth under the captions “Proposal One—Election of Directors,” “Section 16(a) Beneficial Ownership
Reporting Compliance,” “Board of Directors and Corporate Governance” and “Code of Ethics” in our Definitive Proxy
Statement relating to our 2018 Annual Meeting of Stockholders (our “Proxy Statement”).
Item 11. Executive Compensation.
The information required by this item is incorporated herein by reference from the information set forth under the
captions “Board of Directors and Corporate Governance—Compensation of Directors,” “Executive Compensation,” and
“Potential Payments Upon Termination or Change in Control” in our Proxy Statement.
85
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Securities Authorized for Issuance under Equity Compensation Plans
The following table sets forth certain information as of December 31, 2017, with respect to compensation plans under
which equity securities of the Company were authorized for issuance.
Number of
Securities
Remaining
Available For
Future
Issuance Under
Equity
Compensation
Plans
[Excluding
Securities
Reflected in
Column (a)]
(c)
2,776,289
-
2,776,289
Number of
Securities
to be
Issued Upon
Exercise of
Outstanding
Options,
Warrants,
and Rights
(a)
Weighted-
average
Exercise
Price of
Outstanding
Options,
Warrants,
and
Rights
(b)
Plan Category
Equity Compensation Plans Approved by Security Holders ...................
Equity Compensation Plans Not Approved by Security Holders ............
Total ........................................................................................................
35,880 $
-
35,880 $
Security Ownership of Certain Beneficial Owners and Management
23.37
-
23.37
The information required by this item is incorporated herein by reference from the information set forth under the
captions “Security Ownership of Certain Beneficial Owners” and “Proposal One—Election of Directors— Security
Ownership of Nominees, Continuing Directors, and Named Executive Officers” in our Proxy Statement.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required by this item is incorporated herein by reference to the information set forth under the captions
“Transactions with Related Persons, Promoters and Certain Control Persons” and “Board of Directors and Corporate
Governance— Director Independence” in our Proxy Statement.
Item 14. Principal Accounting Fees and Services.
The information required by this item is incorporated herein by reference from the information set forth under the caption
“Principal Accounting Fees and Services” in our Proxy Statement.
PART IV
Item 15. Exhibits, Financial Statement Schedules.
Documents Filed as Part of this Report
(a)(1) Financial Statements
See “Index to Consolidated Financial Statements” on page F-1.
(a)(2) Financial Statement Schedules
Schedules have been omitted since they are not applicable, they are not required, or the information required to be set
forth in the schedules is included in the Consolidated Financial Statements or Notes thereto.
86
(b) Exhibits
3.1
3.1.1
3.2
3.3
3.4
4.1
4.1.1
4.1.2
4.1.3
4.2
4.2.1
4.2.2
10.1
10.2
Restated Certificate of Incorporation. Previously filed with the Securities and Exchange Commission on
March 16, 2010, as an exhibit to Bancorp’s Annual Report on Form 10-K for the year ended December
31, 2009, and incorporated herein by reference.
Amendment to Restated Certificate of Incorporation. Previously filed with the Securities and Exchange
Commission on March 16, 2010, as an exhibit to Bancorp’s Annual Report on Form 10-K for the year
ended December 31, 2009, and incorporated herein by reference.
Amended and Restated Bylaws, effective February 16, 2017. Previously filed with the Securities and
Exchange Commission on February 17, 2017 as an exhibit to the Bancorp’s Current Report on Form 8-
K and incorporated herein by reference.
Certificate of Designation of Series A Junior Participating Preferred Stock. Previously filed with the
Securities and Exchange Commission on February 28, 2012, as an exhibit to the Bancorp’s Annual
Report on Form 10-K for the year ended December 31, 2011, and incorporated herein by reference.
Certificate of Designation of Fixed Rate Cumulative Perpetual Preferred Stock, Series B. Previously
filed with the Securities and Exchange Commission on March 3, 2014 as an exhibit to the Bancorp’s
Annual Report on Form 10-K for the year ended December 31, 2013 and incorporated herein by
reference.
Indenture, dated as of March 30, 2007, between Cathay General Bancorp and LaSalle Bank National
Association (including form of debenture). Previously filed with the Securities and Exchange
Commission on March 1, 2013, as an exhibit to the Bancorp’s Annual Report on Form 10-K for the year
ended December 31, 2012, and incorporated herein by reference.
Amended and Restated Declaration of Trust of Cathay Capital Trust III, dated as of March 30, 2007.
Previously filed with the Securities and Exchange Commission on March 1, 2013, as an exhibit to the
Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2012, and incorporated herein
by reference.
Guarantee Agreement, dated as of March 30, 2007, between Cathay General Bancorp and LaSalle Bank
National Association. Previously filed with the Securities and Exchange Commission on March 1, 2013,
as an exhibit to the Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2012, and
incorporated herein by reference.
Form of Capital Securities of Cathay Capital Trust III (included within Exhibit 4.1.1).
Warrant to purchase up to 1,846,374 shares of Common Stock, issued on December 5, 2008. Previously
filed with the Securities and Exchange Commission on March 3, 2014 as an exhibit to the Bancorp’s
Annual Report on Form 10-K for the year ended December 31, 2013 and incorporated herein by
reference.
Warrant Agreement, dated as of December 4, 2013. Previously filed with the Securities and Exchange
Commission on December 4, 2013, as an exhibit to the Bancorp’s Registration Statement on Form 8-A,
and incorporated herein by reference.
Form of Warrant (included within Exhibit 4.2.1).
Form of Indemnity Agreements between the Bancorp and its directors and certain officers. Previously
filed with the Securities and Exchange Commission on February 28, 2012, as an exhibit to the Bancorp’s
Annual Report on Form 10-K for the year ended December 31, 2011, and incorporated herein by
reference.
Cathay Bank Employee Stock Ownership Plan, as amended and restated effective December 22,
2015.**+
87
10.2.1
10.2.2
10.3
10.4
10.5
10.5.1
Amendment No. 1 to the Cathay Bank Employee Stock Ownership Plan, as amended and restated
effective December 22, 2015.**+
Amendment No. 2 to the Cathay Bank Employee Stock Ownership Plan, as amended and restated
effective December 22, 2015.**+
Dividend Reinvestment Plan and Stock Purchase Plan (Amended and Restated) of the Bancorp.
Previously filed with the Securities and Exchange Commission on July 27, 2015, as an exhibit to
Registration Statement No. 333-205888, and incorporated herein by reference.
Cathay Bank Bonus Deferral Agreement (Amended and Restated). Previously filed with the Securities
and Exchange Commission on March 1, 2013, as an exhibit to the Bancorp’s Annual Report on Form
10-K for the year ended December 31, 2012, and incorporated herein by reference.**
Cathay General Bancorp 2005 Incentive Plan. Previously filed with the Securities and Exchange
Commission on March 1, 2013, as an exhibit to the Bancorp’s Annual Report on Form 10-K for the year
ended December 31, 2012, and incorporated herein by reference.**
Form of Cathay General Bancorp 2005 Incentive Plan Restricted Stock Award Agreement. Previously
filed with the Securities and Exchange Commission on March 1, 2013, as an exhibit to the Bancorp’s
Annual Report on Form 10-K for the year ended December 31, 2012, and incorporated herein by
reference.**
88
10.5.2
10.5.3
10.5.4
10.5.5
10.5.6
10.5.7
10.5.8
10.5.9
10.5.10
10.5.11
10.5.12
Form of Cathay General Bancorp 2005 Incentive Plan Stock Option Agreement (Nonstatutory).
Previously filed with the Securities and Exchange Commission on March 1, 2013, as an exhibit to the
Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2012, and incorporated herein
by reference.**
Form of Cathay General Bancorp 2005 Incentive Plan Stock Option Agreement (Nonstatutory)
(Nonemployee Director). Previously filed with the Securities and Exchange Commission on March 1,
2013, as an exhibit to Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2012,
and incorporated herein by reference.**
Form of Cathay General Bancorp 2005 Incentive Plan Restricted Stock Unit Agreement. Previously
filed with the Securities and Exchange Commission on March 1, 2013, as an exhibit to the Bancorp’s
Annual Report on Form 10-K for the year ended December 31, 2012, and incorporated herein by
reference.**
Form of Cathay General Bancorp 2005 Incentive Plan Restricted Stock Unit Agreement (Performance
Shares – EPS), used to award performance-based restricted stock units. Previously filed with the
Securities and Exchange Commission on December 24, 2013, as an exhibit to the Bancorp’s Current
Report on Form 8-K, and incorporated herein by reference.**
Form of Cathay General Bancorp 2005 Incentive Plan Restricted Stock Unit Agreement (Performance
Shares – TSR), used to award performance-based restricted stock units. Previously filed with the
Securities and Exchange Commission on December 24, 2013, as an exhibit to the Bancorp’s Current
Report on Form 8-K, and incorporated herein by reference.**
Form of Cathay General Bancorp 2005 Incentive Restricted Stock Unit Agreement (Clawback Rider),
used in connection with award of performance-based restricted stock units. Previously filed with the
Securities and Exchange Commission on December 24, 2013, as an exhibit to the Bancorp’s Current
Report on Form 8-K, and incorporated herein by reference.**
Executive Officer Annual Cash Bonus Program under the Company’s 2005 Incentive Plan. Previously
filed with the Securities and Exchange Commission on March 28, 2014 as an exhibit to the Bancorp’s
Current Report on Form 8-K/A, and incorporated herein by reference.**
Cathay General Bancorp 2005 Incentive Plan (As Amended and Restated). Previously filed with the
Securities and Exchange Commission on February 29, 2016 as an exhibit to the Bancorp’s Annual
Report on Form 10-K for the year ended December 31, 2015, and incorporated herein by reference.**
Form of Cathay General Bancorp 2005 Incentive Plan (As Amended and Restated) Restricted Stock
Unit Agreement (Performance Shares – EPS), used to award performance-based restricted stock units.
Previously filed with the Securities and Exchange Commission on December 29, 2016, as an exhibit to
the Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2015, and incorporated
herein by reference.**
Form of Cathay General Bancorp 2005 Incentive Plan (As Amended and Restated) Restricted Stock
Unit Agreement (Performance Shares – TSR), used to award performance-based restricted stock units.
Previously filed with the Securities and Exchange Commission on December 29, 2016, as an exhibit to
the Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2015, and incorporated
herein by reference.**
Form of Cathay General Bancorp 2005 Incentive Plan (As Amended and Restated) Restricted Stock
Unit Agreement (Performance Shares – ROA), used to award performance-based restricted stock units.
Previously filed with the Securities and Exchange Commission on December 21, 2016, as an exhibit to
the Bancorp’s Current Report on Form 8-K, and incorporated herein by reference.**
89
10.5.13
10.6
10.6.1
10.6.2
10.6.3
10.6.4
10.6.4.1
Form of Cathay General Bancorp 2005 Incentive Plan (As Amended and Restated) Restricted Stock
Unit Agreement (Clawback Rider), used in connection with award of performance-based restricted stock
units. Previously filed with the Securities and Exchange Commission on December 29, 2016, as an
exhibit to the Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2015, and
incorporated herein by reference.**
Amended and Restated Change of Control Employment Agreement for Dunson K. Cheng dated as of
December 18, 2008. Previously filed with the Securities and Exchange Commission on March 3, 2014
as an exhibit to the Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2013 and
incorporated herein by reference.**
Amended and Restated Change of Control Employment Agreement for Heng W. Chen dated as of
December 18, 2008. Previously filed with the Securities and Exchange Commission on March 3, 2014
as an exhibit to the Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2013 and
incorporated herein by reference.**
Amended and Restated Change of Control Employment Agreement for Irwin Wong dated as of
December 18, 2008. Previously filed with the Securities and Exchange Commission on March 3, 2014
as an exhibit to the Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2013 and
incorporated herein by reference.**
Amended and Restated Change of Control Employment Agreement for Kim Bingham dated as of
December 18, 2008. Previously filed with the Securities and Exchange Commission on March 3, 2014
as an exhibit to the Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2013 and
incorporated herein by reference.**
Amended and Restated Change of Control Employment Agreement for Pin Tai dated as of December
18, 2008. Previously filed with the Securities and Exchange Commission on November 7, 2014 as an
exhibit to the Bancorp’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014 and
incorporated herein by reference**
First Amendment to Amended and Restated Change of Control Employment Agreement for Pin Tai,
dated as of May 3, 2017. Previously filed with the Securities and Exchange Commission on May 4,
2017 as an exhibit to the Bancorp’s Current Report on Form 8-K and incorporated herein by reference.
**
90
10.7
21.1
23.1
24.1
31.1
31.2
32.1
32.2
Employment Agreement for Pin Tai dated as of August 18, 2016. Previously filed with the Securities
and Exchange Commission on August 19, 2016 as an exhibit to the Bancorp’s Current Report on Form
8-K, and incorporated herein by reference. **
Subsidiaries of the Bancorp.+
Consent of Independent Registered Public Accounting Firm.+
Power of Attorney.+
Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.+
Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.+
Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.++
Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.++
101.INS
XBRL Instance Document***
101.SCH
XBRL Taxonomy Extension Schema Document***
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document***
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document***
101.LAB
XBRL Taxonomy Extension Label Linkbase Document***
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document***
** Management contract or compensatory plan or arrangement.
*** XBRL (Extensible Business Reporting Language) information shall not be deemed to be filed or part of a registration
statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, shall not be deemed to be filed
for purposes of section 18 of the Securities Exchange Act of 1934, and otherwise shall not be subject to liability under
these sections, and shall not be incorporated by reference into any registration statement or other document filed under
the Securities Act of 1933, except as expressly set forth by specific reference in such filing.
+
Filed herewith.
++ Furnished herewith.
91
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
Cathay General Bancorp
By:
/s/ Pin Tai
Pin Tai
Chief Executive Officer and President
Date: March 1, 2018
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signature
/s/ Pin Tai
Pin Tai
/s/ Heng W. Chen
Heng W. Chen
/s/ Dunson K. Cheng
Dunson K. Cheng
/s/ Peter Wu
Peter Wu
/s/ Anthony M. Tang
Anthony M. Tang
/s/ Kelly L. Chan
Kelly L. Chan
/s/ Michael M.Y. Chang
Michael M.Y. Chang
/s/ Nelson Chung
Nelson Chung
/s/ Felix S. Fernandez
Felix S. Fernandez
Title
Chief Executive Officer,
President, and Director
(principal executive officer)
Executive Vice President,
Chief Financial Officer/Treasurer
(principal financial officer)
(principal accounting officer)
Date
March 1, 2018
March 1, 2018
Executive Chairman of
the Board
March 1, 2018
Vice Chairman of the Board
March 1, 2018
Vice Chairman of the Board
March 1, 2018
Director
Director
Director
Director
March 1, 2018
March 1, 2018
March 1, 2018
March 1, 2018
92
/s/ Jane Jelenko
Jane Jelenko
/s/ Ting Liu
Ting Liu
/s/ Joseph C.H. Poon
Joseph C.H. Poon
/s/ Richard Sun
Richard Sun
Director
Director
Director
Director
March 1, 2018
March 1, 2018
March 1, 2018
March 1, 2018
93
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
Report of Independent Registered Public Accounting Firm ....................................................................................... F - 2
Consolidated Balance Sheets at December 31, 2017 and 2016 .................................................................................. F - 3
Consolidated Statements of Operations and Comprehensive Income for each of the years ended December 31,
2017, 2016, and 2015 ............................................................................................................................................. F - 4
Consolidated Statements of Changes in Stockholders' Equity for each of the years ended December 31, 2017,
2016, and 2015 ....................................................................................................................................................... F - 5
Consolidated Statements of Cash Flows for each of the years ended December 31, 2017, 2016, and 2015 .............. F - 6
Notes to Consolidated Financial Statements .............................................................................................................. F - 8
Parent-only condensed financial information of Cathay General Bancorp is included in Note 19 to the
Consolidated Financial Statements in this Annual Report on Form 10-K .............................................................. F - 51
F-1
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
Cathay General Bancorp:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Cathay General Bancorp and subsidiaries (the Company)
as of December 31, 2017 and 2016, the related consolidated statements of operations and comprehensive income, changes in
stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2017, and the related
notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly,
in all material respects, the financial position of the Company as of December 31, 2017 and 2016, and the results of its
operations and its cash flows for each of the years in the three-year period ended December 31, 2017, in conformity with
U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the Company’s internal control over financial reporting as of December 31, 2017, based on criteria established in
Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway
Commission, and our report dated March 1, 2018 expressed an unqualified opinion on the effectiveness of the Company’s
internal control over financial reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express
an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with
the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement,
whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the
consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such
procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial
statements. Our audits also included evaluating the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our
audits provide a reasonable basis for our opinion.
/s/ KPMG LLP
We have served as the Company’s auditor since 1991.
Los Angeles, California
March 1, 2018
F-2
CATHAY GENERAL BANCORP AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
Assets
Cash and due from banks ............................................................................................................... $
Short-term investments and interest bearing deposits ....................................................................
Securities available-for-sale (amortized cost of $1,336,345 in 2017 and $1,317,012 in 2016) ......
Loans held for sale .........................................................................................................................
Loans ..............................................................................................................................................
Less: Allowance for loan losses .................................................................................................
Unamortized deferred loan fees, net ...............................................................................
Loans, net .......................................................................................................................
Federal Home Loan Bank stock .....................................................................................................
Other real estate owned, net ...........................................................................................................
Affordable housing investments and alternative energy partnerships, net ......................................
Premises and equipment, net ..........................................................................................................
Customers’ liability on acceptances ...............................................................................................
Accrued interest receivable ............................................................................................................
Goodwill ........................................................................................................................................
Other intangible assets, net .............................................................................................................
Other assets ....................................................................................................................................
Total assets ................................................................................................................................. $
Liabilities and Stockholders’ Equity
Deposits
Non-interest-bearing demand deposits ....................................................................................... $
Interest-bearing deposits:
NOW deposits ........................................................................................................................
Money market deposits ..........................................................................................................
Savings deposits .....................................................................................................................
Time deposits .........................................................................................................................
Total deposits .........................................................................................................................
Securities sold under agreements to repurchase .............................................................................
Advances from the Federal Home Loan Bank................................................................................
Other borrowings for affordable housing investments ...................................................................
Long-term debt ...............................................................................................................................
Deferred payments from acquisition ..............................................................................................
Acceptances outstanding ................................................................................................................
Other liabilities ...............................................................................................................................
Total liabilities ...........................................................................................................................
Commitments and contingencies ....................................................................................................
Stockholders’ Equity
Common stock, $0.01 par value, 100,000,000 shares authorized, 89,104,022 issued and
80,893,379 outstanding at December 31, 2017, and 87,820,920 issued and 79,610,277
outstanding at December 31, 2016 .........................................................................................
Additional paid-in-capital ...........................................................................................................
Accumulated other comprehensive loss, net...............................................................................
Retained earnings .......................................................................................................................
Treasury stock, at cost (8,210,643 shares at December 31, 2017, and at December 31, 2016) ..
Total equity ................................................................................................................................
Total liabilities and equity .......................................................................................................... $
As of December 31,
2017
2016
(In thousands, except share and
per share data)
247,056 $
292,745
1,333,626
8,000
12,870,290
(123,279)
(3,245)
12,743,766
23,085
9,442
272,871
103,064
13,482
45,307
372,189
8,062
167,491
15,640,186 $
218,017
967,067
1,314,345
7,500
11,201,275
(118,966)
(4,994)
11,077,315
17,250
20,070
251,077
105,607
12,182
37,299
372,189
2,949
117,902
14,520,769
2,783,127 $
2,478,107
1,410,519
2,248,271
857,199
5,390,777
12,689,893
100,000
430,000
17,481
194,136
35,404
13,482
186,486
13,666,882
-
1,230,445
2,198,938
719,949
5,047,287
11,674,726
350,000
350,000
17,662
119,136
-
12,182
168,524
12,692,230
-
891
932,874
(2,511)
1,281,639
(239,589)
1,973,304
15,640,186 $
878
895,480
(3,715)
1,175,485
(239,589)
1,828,539
14,520,769
See accompanying notes to Consolidated Financial Statements.
F-3
CATHAY GENERAL BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
INTEREST AND DIVIDEND INCOME
Loan receivable ................................................................................................ $
Investment securities ........................................................................................
Federal Home Loan Bank stock .......................................................................
Federal funds sold and securities purchased under agreement to resell ............
Deposits with banks .........................................................................................
Total interest and dividend income ..................................................................
INTEREST EXPENSE
Time deposits ...................................................................................................
Other deposits ..................................................................................................
Interest on securities sold under agreements to repurchase ..............................
Advances from the Federal Home Loan Bank .................................................
Long-term debt ................................................................................................
Deferred payments from acquisition ................................................................
Total interest expense ......................................................................................
Net interest income before reversal for credit losses ........................................
Reversal for credit losses .................................................................................
Net interest income after reversal for credit losses ...........................................
NON-INTEREST INCOME
Securities gains/(losses), net ............................................................................
Letters of credit commissions ..........................................................................
Depository service fees ....................................................................................
Gain from acquisition ......................................................................................
Other operating income ....................................................................................
Total non-interest income ................................................................................
NON-INTEREST EXPENSE
Salaries and employee benefits ........................................................................
Occupancy expense ..........................................................................................
Computer and equipment expense ...................................................................
Professional services expense ..........................................................................
Data processing service expense ......................................................................
FDIC and State assessments.............................................................................
Marketing expense ...........................................................................................
Other real estate owned income/(loss) .............................................................
Operations of investments in affordable housing and alternative energy
partnerships, net ............................................................................................
Amortization of core deposit premium ............................................................
Acquisition and integration costs .....................................................................
Other operating expense ...................................................................................
Total non-interest expense ...............................................................................
Income before income tax expense ......................................................................
Income tax expense ..............................................................................................
Net income attributable to common stockholders ................................................ $
Other comprehensive income/(loss), net of tax:
Unrealized holding gains/(losses) on securities available for sale ....................
Unrealized holding gains/(losses) on cash flow hedge derivatives ...................
Less: reclassification adjustment for gains/(losses) included in net income .....
Total other comprehensive income/(loss), net of tax ........................................
Total comprehensive income ........................................................................... $
Net income attributable to common stockholders per common share
2017
Year Ended December 31,
2016
(In thousands, except share
and per share data)
2015
549,291 $
20,531
1,798
110
4,421
576,151
46,768
19,076
4,250
2,712
5,775
1,861
80,442
495,709
(2,500)
498,209
1,006
4,860
5,624
5,628
19,179
36,297
109,458
20,429
10,846
20,439
11,190
10,633
6,200
(1,649)
27,212
930
4,121
16,390
236,199
298,307
122,265
176,042 $
1,068
719
583
1,204
177,246 $
473,782 $
21,426
2,099
-
1,763
499,070
43,327
16,094
15,329
659
5,791
-
81,200
417,870
(15,650 )
433,520
4,898
4,939
5,478
-
18,055
33,370
97,348
18,315
9,777
18,686
8,957
9,712
5,092
856
40,264
689
-
14,994
224,690
242,200
67,101
175,099 $
6,725
825
2,839
4,711
179,810 $
427,621
21,523
3,164
-
1,398
453,706
39,443
12,445
15,813
487
5,776
-
73,964
379,742
(11,400 )
391,142
(3,349 )
5,545
5,348
-
25,130
32,674
89,960
17,018
9,828
17,316
7,698
9,087
4,926
(800 )
33,335
667
-
13,685
202,720
221,096
59,987
161,109
(4,200 )
(598 )
(1,941 )
(2,857 )
158,252
Basic ................................................................................................................ $
Diluted ............................................................................................................. $
Basic average common shares outstanding ..........................................................
Diluted average common shares outstanding .......................................................
2.19 $
2.17 $
80,262,782
81,004,550
2.21 $
2.19 $
79,153,762
79,929,262
2.00
1.98
80,563,577
81,294,796
See accompanying notes to Consolidated Financial Statements.
F-4
CATHAY GENERAL BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
Years Ended December 31, 2017, 2016, and 2015
(In thousands, except number of shares)
Accumulated
Balance at December 31, 2014 .......... 79,814,553 $
Common Stock
Number of
Shares
Additional
Paid-in
Amount Capital
840 $
789,519 $
Other
Total
Comprehensive Retained Treasury Stockholders'
Earnings Stock
Income/(Loss)
Equity
Dividend Reinvestment Plan .............
Restricted stock units vested .............
Warrant exercised .............................
Shares withheld related to net share
148,582
18,955
369
-
settlement of RSUs .......................
17,974
Stock issued to directors ....................
Stock options exercised .....................
214,580
Equity consideration for acquisition .. 2,580,353
Purchases of treasury stock ............... (1,989,250)
-
Tax short-fall from stock options ......
-
Stock -based compensation ...............
-
Cash dividends of $0.56 per share .....
-
Change in other comprehensive loss .
-
Net income ........................................
Balance at December 31, 2015 ...... 80,806,116 $
Dividend Reinvestment Plan .............
Restricted stock units vested .............
Warrant exercised .............................
Shares withheld related to net share
72,231
10,325
388,001
-
settlement of RSUs .......................
19,602
Stock issued to directors ....................
Stock options exercised .....................
327,830
Purchases of treasury stock ............... (2,013,828)
-
Tax short-fall from stock options ......
-
Stock -based compensation ...............
-
Cash dividends of $0.75 per share .....
-
Change in other comprehensive loss .
-
Net income ........................................
Balance at December 31, 2016 ...... 79,610,277 $
Dividend Reinvestment Plan .............
Restricted stock units vested .............
Warrants exercised ............................
Shares withheld related to net share
65,044
224,995
4,681
settlement of RSUs .......................
Stock issued to directors ....................
Stock options exercised .....................
Equity consideration for acquisition ..
Stock -based compensation ...............
Cash dividends of $0.87 per share .....
Change in other comprehensive loss .
Net income ........................................
-
15,400
46,790
926,192
-
-
-
-
Balance at December 31, 2017 ...... 80,893,379 $
2
-
-
-
-
2
26
-
-
-
-
-
-
870 $
1
-
4
-
-
3
-
-
-
-
-
-
878 $
1
2
-
-
-
1
9
-
-
-
-
891 $
4,173
-
-
(227)
495
5,012
82,743
-
(5,348)
4,455
-
-
-
880,822 $
2,276
-
(4)
(103)
550
7,658
-
(132)
4,413
-
-
-
895,480 $
2,527
-
-
(6,813)
550
1,093
34,853
5,184
-
-
-
932,874 $
(5,569) $
943,834 $ (125,736) $
1,602,888
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(2,857)
-
-
-
-
-
-
-
-
-
(59,412)
-
-
-
-
-
-
(45,283)
-
-
-
161,109
(8,426) $ 1,059,660 $ (185,148) $
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
4,711
-
-
-
-
-
-
-
(54,441)
-
-
-
-
-
-
(59,274)
-
-
-
175,099
(3,715) $ 1,175,485 $ (239,589) $
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,204
-
-
-
-
-
-
-
-
-
-
-
-
(69,888)
-
-
-
176,042
(2,511) $ 1,281,639 $ (239,589) $
4,175
-
-
(227)
495
5,014
82,769
(59,412)
(5,348)
4,455
(45,283)
(2,857)
161,109
1,747,778
2,277
-
-
(103)
550
7,661
(54,441)
(132)
4,413
(59,274)
4,711
175,099
1,828,539
2,528
2
-
(6,813)
550
1,094
34,862
5,184
(69,888)
1,204
176,042
1,973,304
See accompanying notes to Consolidated Financial Statements.
F-5
CATHAY GENERAL BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Cash Flows from Operating Activities
Net income ...................................................................................................................... $
Adjustments to reconcile net income to net cash provided by operating activities:
Reversal for credit losses ............................................................................................
Provision for losses on other real estate owned .........................................................
Deferred tax liability. ..................................................................................................
Depreciation and amortization ...................................................................................
Net gains on sale and transfers of other real estate owned ........................................
Net gains on sale of loans ...........................................................................................
Proceeds from sale of loans ........................................................................................
Originations of loans held for sale .............................................................................
Amortization on alternative energy partnerships, venture capital and other
investments ..............................................................................................................
Write-down on impaired securities ............................................................................
Gain on sales and calls of securities ...........................................................................
Other non-cash interest income ..................................................................................
Amortization of security premiums, net .....................................................................
Excess tax short-fall from stock options ....................................................................
Stock based and stock issued to officers and directors compensation expense .........
Net change in accrued interest receivable and other assets .......................................
Gain from acquisition .................................................................................................
Net change in other liabilities .....................................................................................
Net cash provided by operating activities ..............................................................
Cash Flows from Investing Activities
Decrease/(increase) in short-term investments and interest bearing deposits ................
Purchase of investment securities available-for-sale ......................................................
Proceeds from maturity and call of investment securities available-for-sale .................
Proceeds from sale of investment securities available-for-sale ......................................
Purchase of mortgage-backed securities available-for-sale ...........................................
Proceeds from repayment and sale of mortgage-backed securities available-for-sale ..
Purchase of Federal Home Loan Bank stock ..................................................................
Redemption of Federal Home Loan Bank stock .............................................................
Redemption of Federal Reserve Bank stock ...................................................................
Net increase in loans .......................................................................................................
Purchase of premises and equipment ..............................................................................
Proceeds from sales of premises and equipment ............................................................
Proceeds from sales of other real estate owned ..............................................................
Increase in investment in affordable housing and alternative energy partnerships .......
Acquisitions, net of cash acquired ..................................................................................
Net cash used in investing activities ......................................................................
Cash Flows from Financing Activities
Net increase in deposits ...................................................................................................
Net decrease in federal funds purchased and securities sold under agreements to
repurchase .....................................................................................................................
Advances from Federal Home Loan Bank .....................................................................
Repayment of Federal Home Loan Bank borrowings ....................................................
Cash dividends ................................................................................................................
Purchase of treasury stock ...............................................................................................
Proceeds from issuance of long-term debt and other borrowings ..................................
Proceeds from shares issued to Dividend Reinvestment Plan ........................................
Proceeds from exercise of stock options .........................................................................
Taxes paid related to net share settlement of RSUs .......................................................
Excess tax short-fall from share-based payment arrangements .....................................
Net cash provided by financing activities ..............................................................
Increase in cash and cash equivalents .............................................................................
Cash and cash equivalents, beginning of the year ..........................................................
Cash and cash equivalents, end of the year .................................................................... $
2017
Year Ended December 31,
2016
(In thousands)
2015
176,042 $
175,099 $
161,109
(2,500)
691
34,554
7,265
(2,661)
-
7,500
-
4,572
-
(1,006)
(1,740)
2,945
-
5,734
25,747
(5,628)
(2,641)
248,874
796,322
(339,814)
490,950
111,704
(267,760)
71,645
(8,160)
13,482
8,733
(963,858)
(3,188)
5,598
18,357
(40,284)
(118,392)
(224,665)
(15,650 )
176
15,949
7,490
(546 )
(285 )
20,079
(12,665 )
28,897
206
(5,104 )
(1,272 )
6,371
-
4,963
13,478
-
(2,784 )
234,402
(430,187 )
(941,327 )
460,000
294
-
758,271
(1,650 )
1,650
-
(1,051,952 )
(3,523 )
12
7,699
(82,966 )
-
(1,283,679 )
(11,400 )
547
2,004
7,574
(2,012 )
(786 )
32,530
(37,447 )
25,058
3,875
(526 )
(332 )
5,140
5,348
4,950
(3,429 )
-
(15,506 )
176,697
(47,266 )
(295,497 )
165,000
385,234
(1,280,870 )
749,219
-
13,535
-
(829,501 )
(3,518 )
602
12,154
(53,235 )
6,572
(1,177,571 )
201,224
1,166,044
1,305,255
(250,000)
4,823,000
(4,773,000)
(69,888)
-
75,000
2,528
1,094
(5,128)
-
4,830
29,039
218,017
247,056 $
(50,000 )
3,555,000
(3,480,000 )
(59,274 )
(54,441 )
-
2,277
7,661
(103 )
-
1,087,164
37,887
180,130
218,017 $
(50,000 )
5,092,000
(5,242,000 )
(45,283 )
(59,412 )
-
4,175
5,014
(227 )
(5,348 )
1,004,174
3,300
176,830
180,130
See accompanying notes to Consolidated Financial Statements.
F-6
CATHAY GENERAL BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS-(Continued)
2017
Year Ended December 31,
2016
(In thousands)
2015
Supplemental disclosure of cash flow information
Cash paid during the year for:
Interest .................................................................................................................... $
Income taxes ........................................................................................................... $
81,069 $
76,709 $
81,793 $
38,671 $
Non-cash investing and financing activities:
Net change in unrealized holding gain/(loss) on securities available-for-sale,
net of tax .............................................................................................................. $
485 $
3,886 $
Net change in unrealized gain/(loss) on interest rate swaps designated as cash
flow hedges ......................................................................................................... $
Transfers to other real estate owned from loans held for investment ................... $
Loans transferred to loans held for sale ................................................................. $
Loans to facilitate the sale of other real estate owned ........................................... $
Issuance of stock related to acquisition ................................................................. $
Supplemental disclosure for acquisitions
Cash and cash equivalents ..................................................................................... $
Short-term investments ..........................................................................................
Securities available-for-sale ...................................................................................
FHLB and FRB stock ...............................................................................................
Loans ......................................................................................................................
Premises and equipment ........................................................................................
Other real estate owned ..........................................................................................
Cash surrender value of life insurance ...................................................................
Deferred tax assets, net ..........................................................................................
Goodwill .................................................................................................................
Core deposit intangible ..........................................................................................
Accrued interest receivable and other assets .........................................................
Total assets acquired ..........................................................................................
Deposits ..................................................................................................................
Advances from Federal Home Loan Bank ............................................................
Accrued interest payable and other liabilities ........................................................
Total liabilities assumed ....................................................................................
Net assets acquired .......................................................................................... $
Cash paid ................................................................................................................ $
Fair value of common stock issued ........................................................................
Total consideration paid ................................................................................ $
719 $
1,243 $
8,000 $
10,500 $
34,862 $
166,932 $
122,000
88,044
19,890
705,792
6,239
-
46,083
40,690
-
6,122
10,689
1,212,481
813,888
30,000
8,512
852,400
360,081 $
285,324 $
34,862
320,186 $
825 $
2,698 $
7,953 $
2,616 $
- $
- $
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
- $
- $
-
- $
See accompanying notes to Consolidated Financial Statements.
72,870
69,074
(2,259 )
(598 )
866
6,684
-
82,857
63,579
-
2,370
-
419,219
13,291
3,048
-
-
55,849
1,302
2,884
561,542
420,623
-
1,056
421,679
139,863
57,006
82,857
139,863
F-7
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Summary of Significant Accounting Policies
The accompanying Consolidated Financial Statements include the accounts of Cathay General Bancorp (the “Bancorp”), a
Delaware corporation, its wholly-owned subsidiaries, Cathay Bank (the “Bank”), a California state-chartered bank, eight limited
partnerships investing in affordable housing projects, Asia Realty Corp., and GBC Venture Capital, Inc. (together, the
“Company”). All significant inter-company transactions and balances have been eliminated in consolidation. The Consolidated
Financial Statements of the Company are prepared in conformity with accounting principles generally accepted in the United
States of America (“GAAP”) and general practices within the banking industry.
Organization and Background. The business activities of the Bancorp consist primarily of the operations of the Bank, which
owns 100% of the common securities of the following subsidiaries: Cathay Holdings LLC, Cathay Holdings 2, LLC, and Cathay
Holdings 3, LLC and Cathay New Asia Community Development Corporation.
There are limited operating business activities currently at the Bancorp. The Bank is a commercial bank, servicing primarily
the individuals, professionals, and small to medium-sized businesses in the local markets in which its branches are located. Its
operations include the acceptance of checking, savings, and time deposits, and the making of commercial, real estate, and
consumer loans. The Bank also offers trade financing, letters of credit, wire transfer, foreign currency spot and forward contracts,
Internet banking, investment services, and other customary banking services to its customers.
Use of Estimates. The preparation of the Consolidated Financial Statements in accordance with GAAP requires management
of the Company to make a number of estimates and assumptions relating to the reported amount of assets and liabilities and the
disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements and the reported amounts of
revenues and expenses during the period. Actual results could differ from those estimates. The significant estimates subject to
change relate to the allowance for loan losses.
Concentrations. The Bank was incorporated in California and started its business from California. Therefore, loans
originated and deposits solicited were mainly from California. As of December 31, 2017, gross loans were primarily comprised
of 50.4% of commercial mortgage loans, 23.8% of residential mortgage loans, and 19.1% of commercial loans. As of December
31, 2017, approximately 61% of the Bank’s residential mortgages were for properties located in California.
Allowance for Loan Losses. The determination of the amount of the provision for loan losses charged to operations reflects
management’s current judgment about the credit quality of the loan portfolio and takes into consideration changes in lending
policies and procedures, changes in economic and business conditions, changes in the nature and volume of the portfolio and in
the terms of loans, changes in the experience, ability and depth of lending management, changes in the volume and severity of
past due, non-accrual and adversely classified or graded loans, changes in the quality of the loan review system, changes in the
value of underlying collateral for collateral-dependent loans, the existence and effect of any concentrations of credit and the
effect of competition, legal and regulatory requirements, and other external factors. The nature of the process by which loan
losses is determined and the appropriate allowance for loan losses requires the exercise of considerable judgment. The allowance
is increased or decreased by the provision or credit to the allowance for loan losses and decreased by charge-offs when
management believes the uncollectability of a loan is confirmed.
Subsequent recoveries, if any, are credited to the allowance. A weakening of the economy or other factors that adversely
affect asset quality could result in an increase in the number of delinquencies, bankruptcies, or defaults, and a higher level of
non-performing assets, net charge-offs, and provision for loan losses in future periods.
F-8
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
The total allowance for loan losses consists of two components: specific allowances and general allowances. To determine
the appropriateness of the allowance in each of these two components, two primary methodologies are employed, the individual
loan review analysis methodology and the classification migration methodology. These methodologies support the basis for
determining allocations between the various loan categories and the overall appropriateness of our allowance to provide for
probable losses inherent in the loan portfolio. These methodologies are further supported by additional analysis of relevant factors
such as the historical losses in the portfolio, and environmental factors which include trends in delinquency and non-accrual, and
other significant factors, such as the national and local economy, the volume and composition of the portfolio, strength of
management and loan staff, underwriting standards, and the concentration of credit.
The Bank’s management allocates a specific allowance for “Impaired Credits,” in accordance with Accounting Standard
Codification (“ASC”) Section 310-10-35. For non-Impaired Credits, a general allowance is established for those loans internally
classified and risk graded Pass, Watch, Special Mention, or Substandard based on historical losses in the specific loan portfolio
and a reserve based on environmental factors determined for that loan group. The level of the general allowance is established to
provide coverage for management’s estimate of the credit risk in the loan portfolio by various loan segments not covered by the
specific allowance.
Securities. Securities are classified as held-to-maturity when management has the ability and intent to hold these securities
until maturity. Securities are classified as available-for-sale when management intends to hold the securities for an indefinite
period of time, or when the securities may be utilized for tactical asset/liability purposes, and may be sold from time to time to
manage interest rate exposure and resultant prepayment risk and liquidity needs. Securities are classified as trading securities
when management intends to sell the securities in the near term. Securities purchased are designated as held-to-maturity,
available-for-sale, or trading securities at the time of acquisition.
Securities held-to-maturity are stated at cost, adjusted for the amortization of premiums and the accretion of discounts on a
level-yield basis. The carrying value of these assets is not adjusted for temporary declines in fair value since the Company has
the positive intent and ability to hold them to maturity. Securities available-for-sale are carried at fair value, and any unrealized
holding gains or losses are excluded from earnings and reported as a separate component of stockholders’ equity, net of tax, in
accumulated other comprehensive income until realized. Realized gains or losses are determined on the specific identification
method. Premiums and discounts are amortized or accreted as adjustment of yield on a level-yield basis.
ASC Topic 320 requires an entity to assess whether the entity has the intent to sell the debt security or more likely than not
will be required to sell the debt security before its anticipated recovery. If either of these conditions is met, an entity must
recognize an other-than-temporary impairment (“OTTI”). If an entity does not intend to sell the debt security and will not be
required to sell the debt security, the entity must consider whether it will recover the amortized cost basis of the security. If the
present value of expected cash flows is less than the amortized cost basis of the security, OTTI shall be considered to have
occurred. OTTI is then separated into the amount of the total impairment related to credit losses and the amount of the total
impairment related to all other factors. An entity determines the impairment related to credit losses by comparing the present
value of cash flows expected to be collected from the security with the amortized cost basis of the security. OTTI related to the
credit loss is then recognized in earnings. OTTI related to all other factors is recognized in other comprehensive income. OTTI
not related to the credit loss for a held-to-maturity security should be recognized separately in a new category of other
comprehensive income and amortized over the remaining life of the debt security as an increase in the carrying value of the
security only when the entity does not intend to sell the security and it is not more likely than not that the entity will be required
to sell the security before recovery of its remaining amortized cost basis. The Company has both the ability and the intent to hold
and it is not more likely than not that the Company will be required to sell those securities with unrealized losses before recovery
of their amortized cost basis.
F-9
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
Trading securities are reported at fair value, with unrealized gains or losses included in income.
Investment in Federal Home Loan Bank (“FHLB”) Stock. As a member of the FHLB system the Bank is required to maintain
an investment in the capital stock of the FHLB. The amount of investment is also affected by the outstanding advances under the
line of credit the Bank maintains with the FHLB. FHLB stock is carried at cost and is pledged as collateral to the FHLB. FHLB
stock is periodically evaluated for impairment based on ultimate recovery of par value. The carrying amount of the FHLB stock
was $23.1 million at December 31, 2017, and $17.3 million at December 31, 2016. As of December 31, 2017, the Company
owned 230,850 shares of FHLB stock, which exceeded the minimum stock requirement of 150,000 shares.
Loans Held for Investment. Loans receivable that the Company has the intent and ability to hold for the foreseeable future
or until maturity are stated at their outstanding principal, reduced by an allowance for loan losses and net of deferred loan fees
or costs on originated loans and unamortized premiums or discounts on purchased loans. Nonrefundable fees and direct costs
associated with the origination or purchase of loans are deferred and netted against outstanding loan balances. The deferred net
loan fees and costs are recognized in interest income as an adjustment to yield over the loan term using the effective interest
method or straight-line method. Discounts or premiums on purchased loans are accreted or amortized to interest income using
the effective interest method or straight-line method over the remaining period to contractual maturity. Interest on loans is
calculated using the simple-interest method on daily balances of the principal amounts outstanding based on an actual or 360-
day basis. Generally, loans are placed on nonaccrual status when they become 90 days past due. Loans are considered past due
when contractually required principal or interest payments have not been made on the due dates. Loans are also placed on
nonaccrual status when management believes, after considering economic and business conditions and collection efforts, that the
borrower’s financial condition is such that full collection of principal or interest becomes uncertain, regardless of the length of
past due status. Once a loan is placed on nonaccrual status, interest accrual is discontinued and all unpaid accrued interest is
reversed against interest income. Interest payments received on nonaccrual loans are reflected as a reduction of principal and not
as interest income. A loan is returned to accrual status when the borrower has demonstrated a satisfactory payment trend subject
to management’s assessment of the borrower’s ability to repay the loan.
Loans held for sale are carried at the lower of aggregate cost or fair value. Gains and losses are recorded in non-interest
income based on the difference between sales proceeds, net of sales commissions, and carrying value. When a determination is
made at the time of commitment to originate or purchase loans as held-for-investment, it is the Company’s intent to hold these
loans to maturity or for the “foreseeable future,” subject to periodic review under the Company’s management evaluation
processes, including asset/liability management. When the Company subsequently changes its intent to hold certain loans, the
loans are transferred from the loans held-for-investment portfolio to the loans held-for-sale portfolio at lower of aggregate cost
or fair value.
F-10
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
Impaired Loans. A loan is considered impaired when it is probable that the Bank will be unable to collect all amounts due
(i.e. both principal and interest) according to the contractual terms of the loan agreement. The measurement of impairment may
be based on (1) the present value of the expected future cash flows of the impaired loan discounted at the loan’s original effective
interest rate, (2) the observable market price of the impaired loan or (3) the fair value of the collateral of a collateral-dependent
loan. The amount by which the recorded investment in the loan exceeds the measure of the impaired loan is recognized by
recording a valuation allowance with a corresponding charge to the provision for loan losses. The Company stratifies its loan
portfolio by size and treats smaller non-performing loans with an outstanding balance based on the Company’s defined criteria,
generally where the loan amount is $500,000 or less, as a homogenous portfolio. Once a loan has been identified as a possible
problem loan, the Company conducts a periodic review of such loan in order to test for impairment. When loans are placed on
an impaired status, previously accrued but unpaid interest is reversed against current income and subsequent payments received
are generally first applied toward the outstanding principal balance of the loan.
Troubled Debt Restructured Loan (“TDR”). A TDR is a formal modification of the terms of a loan when the lender, for
economic or legal reasons related to the borrower’s financial difficulties, grants a concession to the borrower. The concessions
may be granted in various forms, including reduction in the stated interest rate, reduction in the loan balance or accrued interest,
or extension of the maturity date. Although these loan modifications are considered TDRs, TDR loans that have, pursuant to the
Bank’s policy, performed under the restructured terms and have demonstrated sustained performance under the modified terms
for six months are returned to accrual status. The sustained performance considered by management pursuant to its policy
includes the periods prior to the modification if the prior performance met or exceeded the modified terms. This would include
cash paid by the borrower prior to the restructure to set up interest reserves. Loans classified as TDRs are reported as impaired
loans.
Unfunded Loan Commitments. Unfunded loan commitments are generally related to providing credit facilities to clients of
the Bank, and are not actively traded financial instruments. These unfunded commitments are disclosed as off-balance sheet
financial instruments in Note 13 in the Notes to Consolidated Financial Statements.
Letter of Credit Fees. Issuance and commitment fees received for the issuance of commercial or standby letters of credit are
recognized over the term of the instruments.
Premises and Equipment. Premises and equipment are carried at cost, less accumulated depreciation. Depreciation is
computed on the straight-line method based on the following estimated useful lives of the assets:
Type
Buildings .........................................................................................
Building improvements ...................................................................
Furniture, fixtures, and equipment ..................................................
Leasehold improvements................................................................. Shorter of useful lives or the terms of the leases
15 to 45
5 to 20
3 to 25
Estimated Useful Life (years)
Improvements are capitalized and amortized to occupancy expense based on the above table. Construction in process is
carried at cost and includes land acquisition cost, architectural fees, general contractor fees, capitalized interest and other costs
related directly to the construction of a property.
F-11
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
Other Real Estate Owned. Real estate acquired in the settlement of loans is initially recorded at fair value, less estimated
costs to sell. Specific valuation allowances on other real estate owned are recorded through charges to operations to recognize
declines in fair value subsequent to foreclosure. Gain or loss on sale is recognized when certain criteria relating to the buyer’s
initial and continuing investment in the property are met.
Investments in Affordable Housing Partnerships and Other Tax Credit Investments. The Company is a limited partner in
limited partnerships that invest in low-income housing projects that qualify for Federal and/or State income tax credits and limited
partnerships that invests in alternative energy systems. As further discussed in Note 6, the partnership interests are accounted for
utilizing the equity method of accounting. As of December 31, 2017, eight of the limited partnerships in which the Company has
an equity interest were determined to be variable interest entities for which the Company is the primary beneficiary. The
Company therefore consolidated the financial statements of these eight limited partnerships into its Consolidated Financial
Statements. The tax credits from these partnerships are recognized in the consolidated financial statements to the extent they are
utilized on the Company’s income tax returns. The investments are reviewed for impairment on an annual basis or on an interim
basis if an event occurs that would trigger potential impairment.
Investments in Venture Capital. The Company invests in limited partnerships that invest in nonpublic companies. These are
commonly referred to as venture capital investments. These limited partnership interests are carried under the cost method with
other-than-temporary impairment charged against net income.
Goodwill and Goodwill Impairment. Goodwill represents the excess of costs over fair value of assets of businesses acquired.
Goodwill and intangible assets acquired in a purchase business combination and determined to have an indefinite useful life are
not amortized, but instead are tested for impairment at least annually in accordance with the provisions of ASC Topic 350. ASC
Topic 350 also requires that intangible assets with estimable useful lives be amortized over their respective estimated useful lives
to their estimated residual values, and reviewed for impairment in accordance with ASC Topic 360.
The Company’s policy is to assess goodwill for impairment at the reporting unit level on an annual basis or between annual
assessments if a triggering event occurs or circumstances change that would more likely than not reduce the fair value of a
reporting unit below its carrying amount. Impairment is the condition that exists when the carrying amount of goodwill exceeds
its implied fair value. Accounting standards require management to estimate the fair value of each reporting unit in making the
assessment of impairment at least annually.
The Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting
unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment
test described in ASC Topic 350. The two-step impairment testing process conducted by us, if needed, begins by assigning net
assets and goodwill to our reporting units. The Company then completes “step one” of the impairment test by comparing the fair
value of each reporting unit (as determined based on the discussion below) with the recorded book value (or “carrying amount”)
of its net assets, with goodwill included in the computation of the carrying amount. If the fair value of a reporting unit exceeds
its carrying amount, goodwill of that reporting unit is not considered impaired, and “step two” of the impairment test is not
necessary. If the carrying amount of a reporting unit exceeds its fair value, step two of the impairment test is performed to
determine the amount of impairment. Step two of the impairment test compares the carrying amount of the reporting unit’s
goodwill to the “implied fair value” of that goodwill. The implied fair value of goodwill is computed by assuming that all assets
and liabilities of the reporting unit would be adjusted to the current fair value, with the offset as an adjustment to goodwill. This
adjusted goodwill balance is the implied fair value used in step two. An impairment charge is recognized for the amount by
which the carrying amount of goodwill exceeds its implied fair value.
F-12
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
The Company has identified two reporting units for its business: the Commercial Lending unit and the Retail Banking unit.
The reporting unit fair values were determined based on an equal weighting of (1) a market approach using a combination of
price to earnings multiples determined based on a representative peer group applied to 2017 and forecasted 2018 and 2019
earnings, and a price to book multiple and (2) a dividend discount model with the discount rate determined using the same
representative peer group. A control premium was then applied to the unit fair values so determined as of December 31, 2017.
As a result of this analysis, the Company determined that there was no goodwill impairment at December 31, 2017 as the fair
value of all reporting units exceeded the current carrying amount of the units. No assurance can be given that goodwill will not
be written down in future periods.
Core Deposit Intangible. Core deposit intangible, which represents the purchase price over the fair value of the deposits
acquired from other financial institutions, is amortized over its estimated useful life to its residual value in proportion to the
economic benefits consumed. If a pattern of consumption cannot be reliably determined, straight-line amortization is used. The
Company assesses the recoverability of this intangible asset by determining whether the amortization of the premium balance
over its remaining life can be recovered through the remaining deposit portfolio and amortizes core deposit premium over its
estimated useful life.
Securities Sold Under Agreements to Repurchase. The Company sells certain securities under agreements to repurchase.
The agreements are treated as collateralized financing transactions and the obligations to repurchase securities sold are reflected
as a liability in the accompanying Consolidated Balance Sheets. The securities underlying the agreements remain in the applicable
asset accounts.
Stock-Based Compensation. Stock option compensation expense is calculated based on the fair value of the award at the
grant date for those options expected to vest, and is recognized as an expense over the vesting period of the grant using the
straight-line method. The Company uses the Black-Scholes option pricing model to estimate the value of granted options. This
model takes into account the option exercise price, the expected life, the current price of the underlying stock, the expected
volatility of the Company’s stock, expected dividends on the stock and a risk-free interest rate. The Company estimates the
expected volatility based on the Company’s historical stock prices for the period corresponding to the expected life of the stock
options. Restricted stock units are valued at the closing price of the Company’s stock on the date of the grant.
Derivatives. The Company follows ASC Topic 815 that establishes accounting and reporting standards for financial
derivatives, including certain financial derivatives embedded in other contracts, and hedging activities. It requires the recognition
of all financial derivatives as assets or liabilities in the Company’s consolidated balance sheet at fair value. The accounting
treatment of changes in fair value is dependent upon whether or not a financial derivative is designated as a hedge and, if so, the
type of hedge. Fair value is determined using third-party models with observable market data. For derivatives designated as cash
flow hedges, changes in fair value are recognized in other comprehensive income and are reclassified to earnings when the
hedged transaction is reflected in earnings. For derivatives designated as fair value hedges, changes in the fair value of the
derivatives are reflected in current earnings, together with changes in the fair value of the related hedged item if there is a highly
effective correlation between changes in the fair value of the interest rate swaps and changes in the fair value of the underlying
asset or liability that is intended to be hedged. If there is not a highly effective correlation between changes in the fair value of
the interest rate swap and changes in the fair value of the underlying asset or liability that is intended to be hedged, then only the
changes in the fair value of the interest rate swaps are reflected in the Company’s consolidated financial statements.
Foreign Exchange Forwards and Foreign Currency Option Contracts. We enter into foreign exchange forward contracts
and foreign currency option contracts with correspondent banks to mitigate the risk of fluctuations in foreign currency exchange
rates for foreign currency certificates of deposit, foreign exchange contracts or foreign currency option contracts entered into
with our clients. These contracts are not designated as hedging instruments and are recorded at fair value in our Consolidated
Balance Sheets. Changes in the fair value of these contracts as well as the related foreign currency certificates of deposit, foreign
exchange contracts or foreign currency option contracts, are recognized immediately in net income as a component of non-
interest income. Period end gross positive fair values are recorded in other assets and gross negative fair values are recorded in
other liabilities.
F-13
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
Income Taxes. The provision for income taxes is based on income reported for financial statement purposes, and differs from
the amount of taxes currently payable, since certain income and expense items are reported for financial statement purposes in
different periods than those for tax reporting purposes. The Company accounts for income taxes using the asset and liability
approach, the objective of which is to establish deferred tax assets and liabilities for the temporary differences between the
financial reporting basis and the tax basis of the Company’s assets and liabilities at enacted tax rates expected to be in effect
when such amounts are realized or settled. A valuation allowance is established for deferred tax assets if, based on the weight of
available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized.
Comprehensive Income/(loss). Comprehensive income/(loss) is defined as the change in equity during a period from
transactions and other events and circumstances from non-owner sources. Comprehensive income/(loss) generally includes net
income/(loss), unrealized gains and losses on investments in securities available-for-sale, and cash flow hedges. Comprehensive
income/(loss) and its components are reported and displayed in the Company’s consolidated statements of operations and
comprehensive income/(loss).
Net Income per Common Share. Earnings per share (“EPS”) is computed on a basic and diluted basis. Basic EPS excludes
dilution and is computed by dividing net income available to common stockholders by the weighted-average number of common
shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to
issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shares
in the earnings of the Company. Potential dilution is excluded from computation of diluted per-share amounts when a net loss
from operations exists.
Foreign Currency Translation. The Company considers the functional currency of its foreign operations to be the United
States dollar. Accordingly, the Company remeasures monetary assets and liabilities at year-end exchange rates, while
nonmonetary items are remeasured at historical rates. Income and expense accounts are remeasured at the average rates in effect
during the year, except for depreciation, which is remeasured at historical rates. Foreign currency transaction gains and losses
are recognized in income in the period of occurrence.
Statement of Cash Flows. Cash and cash equivalents include short-term highly-liquid investments that generally have an
original maturity of three months or less.
Segment Information and Disclosures. Accounting principles generally accepted in the United States of America establish
standards to report information about operating segments in annual financial statements and require reporting of selected
information about operating segments in interim reports to stockholders. It also establishes standards for related disclosures about
products and services, geographic areas, and major customers. The Company has concluded it has one operating segment.
Accounting Standards adopted in 2017
In March 2016, the FASB issued ASU 2016-09, “Compensation--Stock Compensation (Topic 718): Improvements to
Employee Share-Based Payment Accounting.” ASU 2016-09 changes aspects of the accounting for share-based payment award
transactions, including: (1) accounting for income taxes; (2) classification of excess tax benefits on the statement of cash flows;
(3) forfeitures; (4) minimum statutory tax withholding requirements; and (5) classification of employee taxes paid on the
statement of cash flows when an employer withholds shares for tax-withholding purposes. ASU 2016-09 became effective for
interim and annual periods beginning on January 1, 2017. The method of adoption differs for each of the topics covered by the
ASU. The Company elected to apply all topics covered by the ASU on a prospective basis and has elected to continue to estimate
forfeitures expected to occur in determining the amount of compensation cost to be recognized each period.
Under ASU 2016-09, all excess tax benefits and tax deficiencies from share based payments are recognized as income tax
expense or benefit in the income statement instead of the previous accounting which credited excess tax benefits to additional
paid-in capital and tax deficiencies as a charge to income tax expense or as an offset to accumulated excess tax benefits, if any.
Excess tax benefits or deficiencies are included in income tax expense as discrete items in the period in which they occur. For
diluted earnings per share calculations, excess tax benefits are no longer included in assumed proceeds when determining average
diluted shares outstanding under the treasury stock method. ASU 2016-09 resulted in a $3.8 million tax benefit from the
distribution of restricted stock units in the year ended 2017.
2. Acquisition
F-14
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
On July 14, 2017, the Company completed the acquisition of SinoPac Bancorp, the parent of Far East National Bank (FENB),
pursuant to a Stock Purchase Agreement, dated as of July 8, 2016, by and between the Company and Bank SinoPac Co. Ltd.
Under the terms of the Stock Purchase Agreement, the Company purchased all of the issued and outstanding share capital of
SinoPac Bancorp for an aggregate purchase price of $351.6 million plus additional post closing payments based on the realization
of certain assets of FENB. The Company issued 926,192 shares of common stock as consideration and the remainder of the
consideration is payable in cash of which $100 million was deferred and paid on November 14, 2017 and $35.4 million was
deferred and will be released over the next three years. On December 12, 2017, additional cash consideration of $4.1 million was
paid based on the realized gain from the sale of the building that housed FENB’s former Alhambra, California branch. SinoPac
Bancorp was merged into Cathay General Bancorp on July 17, 2017 and subsequently, on October 27, 2017, FENB was merged
into Cathay Bank. Founded in 1974, FENB offers a wide range of financial services. The acquisition allowed the Company to
expand its number of branches in California. As of July 14, 2017, FENB operated nine branches in California, and a representative
office in Beijing. The acquisition will be accounted for as a business combination, subject to the provisions of ASC 805-10-50,
Business Combinations.
The assets and liabilities, both tangible and intangible, were recorded at their estimated fair values as of the July 14, 2017
acquisition date. We have included the financial results of the business combinations in the condensed consolidated statement of
income beginning on the acquisition date. The assets and liabilities, both tangible and intangible, were recorded at their estimated
fair values as of the acquisition date. We made significant estimates and exercised significant judgement in estimating fair values
and accounting for such acquired assets and liabilities. The assets acquired and liabilities assumed have been accounted for under
the acquisition method of accounting.
F-15
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
The fair value of the assets and the liabilities acquired as of July 14, 2017 are shown below:
SinoPac Bancorp
Assets acquired:
Cash and cash equivalents .................................................................................................................... $
Short-term investments ........................................................................................................................
Securities available-for-sale .................................................................................................................
FHLB and FRB stock ............................................................................................................................
Loans ....................................................................................................................................................
Premises and equipment .......................................................................................................................
Cash surrender value of life insurance .................................................................................................
Deferred tax assets, net ........................................................................................................................
Core deposit intangible ........................................................................................................................
Accrued interest receivable and other assets ........................................................................................
Total assets acquired ............................................................................................................................
Liabilities assumed:
Deposits ...............................................................................................................................................
Advances from the Federal Home Loan Bank .....................................................................................
Accrued interest payable and other liabilities ......................................................................................
Total liabilities assumed .......................................................................................................................
Net assets acquired ............................................................................................................................. $
Cash paid .............................................................................................................................................. $
Fair value of common stock issued ......................................................................................................
Total consideration paid .................................................................................................................... $
Purchase price payable to SinoPac ........................................................................................................
Total consideration ............................................................................................................................ $
Gain from acquisition ........................................................................................................................ $
166,932
122,000
88,044
19,890
705,792
6,239
46,083
40,690
6,122
10,689
1,212,481
813,888
30,000
8,512
852,400
360,081
285,324
34,862
320,186
34,267
354,453
5,628
3. Cash and Cash Equivalents
The Company manages its cash and cash equivalents, which consist of cash on hand, amounts due from banks, federal funds
sold, and short-term investments with original maturity of three months or less, based upon the Company’s operating, investment,
and financing activities. For the purpose of reporting cash flows, these same accounts are included in cash and cash equivalents.
The Company is required to maintain reserves with the Federal Reserve Bank. Reserve requirements are based on a
percentage of deposit liabilities. The average reserve balances required were $7.5 million for 2017 and $1.9 million for 2016.
The average excess balance with Federal Reserve Bank was $359.5 million in 2017 and $338.5 million in 2016. At December
31, 2017, the Bancorp had $4.5 million on deposit in a cash margin account that serves as collateral for the Bancorp’s interest
rate swaps.
F-16
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
4.
Investment Securities
Investment Securities. The following tables reflect the amortized cost, gross unrealized gains, gross unrealized losses, and
fair values of investment securities as of December 31, 2017, and December 31, 2016:
As of December 31, 2017
Gross
Gross
Amortized Unrealized Unrealized
Cost
Gains
Losses
Fair Value
(In thousands)
Securities Available-for-Sale
U.S. treasury securities ...................................................................... $
U.S. government agency entities .......................................................
U.S. government sponsored entities ..................................................
State and municipal securities ...........................................................
Mortgage-backed securities ...............................................................
Collateralized mortgage obligations ..................................................
Corporate debt securities ...................................................................
Mutual funds .....................................................................................
Preferred stock of government sponsored entities .............................
Other equity securities .......................................................................
577,987
1,533
80,007
6,500
5,842
3,608
Total securities available-for-sale .................................................. $ 1,336,345 $
249,877 $
9,047
400,000
1,944
- $
11
-
241
-
1,291
-
4,260
8,162
13,965 $
357 $
70
9,664
30
6,259
17
17
270
-
-
249,520
8,988
390,336
1,914
571,969
1,516
81,281
6,230
10,102
11,770
16,684 $ 1,333,626
As of December 31, 2016
Gross
Gross
Amortized Unrealized Unrealized
Cost
Gains
Losses
Fair Value
(In thousands)
Securities Available-for-Sale
U.S. treasury securities ...................................................................... $
U.S. government sponsored entities ..................................................
Mortgage-backed securities ...............................................................
Collateralized mortgage obligations ..................................................
Corporate debt securities ...................................................................
Mutual funds .....................................................................................
Preferred stock of government sponsored entities .............................
Other equity securities .......................................................................
489,839 $
400,000
339,241
48
74,965
6,500
2,811
3,608
Total securities available-for-sale .................................................. $ 1,317,012 $
35 $
-
309
-
247
-
4,497
7,213
12,301 $
857 $
9,669
3,290
20
862
270
-
-
489,017
390,331
336,260
28
74,350
6,230
7,308
10,821
14,968 $ 1,314,345
The amortized cost and fair value of investment securities at December 31, 2017, by contractual maturities are shown below.
Actual maturities may differ from contractual maturities because borrowers may have the right to call or repay obligations with
or without call or repayment penalties.
Due in one year or less ........................................................................................... $
Due after one year through five years ....................................................................
Due after five years through ten years....................................................................
Due after ten years (1) ............................................................................................
Total ................................................................................................................... $
(In thousands)
265,550 $
465,195
8,056
597,544
1,336,345 $
265,231
456,804
7,962
603,629
1,333,626
Securities Available-for-Sale
Amortized Cost
Fair Value
(1) Equity securities are reported in this category
F-17
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
There were no sales of mortgage-backed securities during 2017. Proceeds of $71.6 million were from repayments, maturities
and calls of mortgage-backed securities during 2017 compared to proceeds from sales of $605.2 million and proceeds of $153.0
million from repayments, maturities, and calls during 2016. Proceeds from sales of other investment securities were $111.7
million during 2017 compared to $294,000 during 2016. Proceeds from maturities and calls of other investment securities were
$491.0 million during 2017 compared to $460.0 million during 2016. In 2017, gains of $1.7 million and losses of $710,000 were
realized on sales and calls of investment securities compared with gains of $5.1 million and no losses realized in 2016.
The temporarily impaired securities represent 88.6% of the fair value of investment securities as of December 31, 2017.
Unrealized losses for securities with unrealized losses for less than twelve months represent 0.6%, and securities with unrealized
losses for twelve months or more represent 2.1%, of the historical cost of these securities. Unrealized losses on these securities
generally resulted from increases in interest rates or spreads subsequent to the date that these securities were purchased. At
December 31, 2017, 24 issues of securities had unrealized losses for 12 months or longer and 63 issues of securities had unrealized
losses of less than 12 months.
Total unrealized losses of $16.7 million at December 31, 2017, were primarily caused by increases in interest rates or the
widening of credit and liquidity spreads since the dates of acquisition. The contractual terms of those investments do not permit
the issuers to settle the security at a price less than the amortized cost of the investment.
At December 31, 2017, management believed the impairment was temporary and, accordingly, no impairment loss on debt
securities has been recognized in our Consolidated Statements of Operations. The Company expects to recover the amortized
cost basis of its debt securities, and has no intent to sell and believes it is more likely than not that it will not be required to sell
available-for-sale debt securities that have declined below their cost before their anticipated recovery.
F-18
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
The tables below show the fair value and unrealized losses of the temporarily impaired securities in our investment securities
portfolio as of December 31, 2017, and December 31, 2016:
As of December 31, 2017
Temporarily Impaired Securities
Less than 12 months
12 months or longer
Total
Fair
Value
Unrealized No. of Fair
Issuances Value
Losses
Unrealized No. of
Losses
Fair
Issuances Value
Unrealized No. of
Issuances
Losses
(Dollars in thousands)
Securities Available-for-Sale
U.S. treasury securities ....................... $ 199,823 $
5,711
U.S. government agency entities .......
-
U.S. government sponsored entities...
State and municipal securities ............
1,914
Mortgage-backed securities ............... 342,436
1,516
Collateralized mortgage obligations ..
5,015
Corporate debt securities ....................
-
Mutual funds ......................................
Total securities available-for-sale . $ 556,415 $
62
70
-
30
3,147
17
17
-
3,343
4 $ 49,697 $
3
-
- 390,336
2
-
48 178,617
-
5
-
1
6,230
-
63 $ 624,880 $
295
-
9,664
-
3,112
-
-
270
13,341
2 $ 249,520 $
5,711
-
390,336
8
1,914
-
521,053
13
1,516
-
5,015
-
6,230
1
24 $ 1,181,295 $
357
70
9,664
30
6,259
17
17
270
16,684
6
3
8
2
61
5
1
1
87
As of December 31, 2016
Temporarily Impaired Securities
Less than 12 months
12 months or longer
Total
Fair
Value
Unrealized No. of Fair
Losses
Issuances Value Losses
Unrealized No. of
Fair
Issuances Value
Unrealized No. of
Issuances
Losses
(Dollars in thousands)
Securities Available-for-Sale
U.S. treasury securities ....................... $ 299,088 $
390,331
U.S. government sponsored entities...
328,236
Mortgage-backed securities ...............
-
Collateralized mortgage obligations ..
-
Corporate debt securities ....................
-
Mutual funds ......................................
Total securities available-for-sale . $ 1,017,655 $
857
9,669
3,288
-
-
-
13,814
- $
6 $
-
8
62
16
-
28
- 29,138
- 6,230
30 $ 35,458 $
-
-
2
20
862
270
1,154
- $ 299,088 $
390,331
-
328,298
3
28
1
29,138
2
1
6,230
7 $ 1,053,113 $
857
9,669
3,290
20
862
270
14,968
6
8
19
1
2
1
37
Investment securities having a carrying value of $272.2 million at December 31, 2017, and $649.1 million at December 31,
2016, were pledged to secure public deposits, other borrowings, treasury tax and loan, securities sold under agreements to
repurchase, and foreign exchange transactions.
F-19
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
5. Loans
Most of the Company’s business activity is predominately with Asian customers located in Southern and Northern California;
New York City; Houston and Dallas, Texas; Seattle, Washington; Boston, Massachusetts; Chicago, Illinois; Edison, New Jersey;
Rockville, Maryland; Nevada; and Hong Kong. The Company has no specific industry concentration, and generally its loans are
collateralized with real property or other pledged collateral of the borrowers. Loans are generally expected to be paid off from
the operating profits of the borrowers, refinancing by another lender, or through sale by the borrowers of the secured collateral.
The components of loans in the Consolidated Balance Sheets as of December 31, 2017, and December 31, 2016, were as
follows:
Type of Loans:
Commercial loans ............................................................................................................. $
Real estate construction loans ..........................................................................................
Commercial mortgage loans .............................................................................................
Residential mortgage loans ..............................................................................................
Equity lines ......................................................................................................................
Installment and other loans ..............................................................................................
Gross loans .......................................................................................................................
Less:
Allowance for loan losses ................................................................................................
Unamortized deferred loan fees .......................................................................................
Total loans and leases, net ................................................................................................ $
Loans held for sale ........................................................................................................... $
2017
2016
(In thousands)
2,461,266 $
678,805
6,482,695
3,062,050
180,304
5,170
12,870,290
2,248,187
548,088
5,785,248
2,444,048
171,711
3,993
11,201,275
(123,279 )
(3,245 )
12,743,766 $
8,000 $
(118,966)
(4,994)
11,077,315
7,500
The Company pledged real estate loans of $8.4 billion at December 31, 2017, and $7.8 billion at December 31, 2016, to the
Federal Home Loan Bank of San Francisco under its blanket lien pledging program. In addition, the Bank pledged $36.1 million
at December 31, 2017, and $30.0 million at December 31, 2016, of its commercial loans to the Federal Reserve Bank’s Discount
Window under the Borrower-in-Custody program.
Loans serviced for others as of December 31, 2017, totaled $384.3 million and were comprised of $116.9 million of
residential mortgages, $87.7 million of commercial real estate loans, $138.3 million of construction loans, and $41.4 million of
commercial loans.
The Company has entered into transactions with its directors, executive officers, or principal holders of its equity securities,
or the associates of such persons (“Related Parties”). All loans to Related Parties were current as of December 31, 2017. An
analysis of the activity with respect to loans to Related Parties for the years indicated is as follows:
Balance at beginning of year .......................................................................................... $
Additional loans made ....................................................................................................
Payment received ...........................................................................................................
Balance at end of year .................................................................................................... $
December 31,
2017
2016
(In thousands)
51,327 $
53,584
(38,318)
66,593 $
91,620
62,206
(102,499)
51,327
F-20
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
At December 31, 2017, recorded investment in impaired loans totaled $117.4 million and was comprised of nonaccrual
loans, excluding loans held for sale, of $48.8 million and accruing TDR’s of $68.6 million. At December 31, 2016, recorded
investment in impaired loans totaled $115.1 million and was comprised of nonaccrual loans, excluding loans held for sale, of
$49.7 million and accruing TDR’s of $65.4 million. The average balance of impaired loans was $127.1 million in 2017 and
$131.0 million in 2016. We considered all non-accrual loans and TDRs to be impaired. Interest recognized on impaired loans
totaled $3.3 million in 2017 and $3.5 million in 2016. The Bank recognizes interest income on impaired loans based on its
existing method of recognizing interest income on non-accrual loans except accruing TDRs. For impaired loans, the amounts
previously charged off represent 7.2% and 8.4% of the contractual balances for impaired loans at December 31, 2017 and 2016,
respectively.
F-21
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
The following table presents impaired loans and the related allowance as of the dates indicated:
Impaired Loans
As of December 31, 2017
As of December 31, 2016
Unpaid
Principal
Balance
Recorded
Investment Allowance
Unpaid
Principal
Balance
Recorded
Investment Allowance
(In thousands)
With no allocated allowance
Commercial loans ...................... $
Real estate construction loans ....
Commercial mortgage loans ......
Residential mortgage and equity
43,483 $
8,821
37,825
42,702 $
8,185
31,029
lines ........................................
Subtotal .................................. $
1,301
91,430 $
1,301
83,217 $
- $
-
-
-
- $
24,037 $
5,776
60,522
23,121 $
5,458
54,453
5,472
95,807 $
5,310
88,342 $
With allocated allowance
Commercial loans ...................... $
Commercial mortgage loans ......
Residential mortgage and equity
891 $
21,733
793 $
21,635
43 $
1,738
5,216 $
10,158
4,640 $
10,017
lines ........................................
Subtotal .................................. $
11,708
34,136 $
Total impaired loans ................... $ 127,076 $ 117,353 $
13,022
35,646 $
12,075
13,263
353
2,134 $
26,732 $
28,637 $
2,134 $ 124,444 $ 115,074 $
-
-
-
-
-
1,827
573
396
2,796
2,796
The following table presents the average balance and interest income recognized related to impaired loans for the periods
indicated:
For the year ended December 31,
2017
2015
2016
Average Recorded Investment
2017
2016
Interest Income Recognized
2015
Commercial loans .......................... $
Real estate construction loans .......
Commercial mortgage loans ..........
Residential mortgage and equity
26,957 $
26,695
58,635
21,199 $
10,362
81,905
(In thousands)
23,960 $
22,066
100,118
1,303 $
-
1,618
lines ...........................................
Subtotal ...................................... $
14,780
127,067 $
17,553
16,801
131,019 $ 162,945 $
381
3,302 $
767 $
-
2,214
481
3,462 $
546
261
2,708
482
3,997
The following is a summary of non-accrual loans as of December 31, 2017, 2016, and 2015 and the related net interest
foregone for the years then ended:
Non-accrual portfolio loans ................................................................ $
Non-accrual loans held-for-sale .........................................................
Total non-accrual loans ...................................................................... $
Contractual interest due ...................................................................... $
Interest recognized .............................................................................
Net interest foregone .......................................................................... $
2017
2016
(In thousands)
2015
48,787 $
8,000
56,787 $
3,254 $
86
3,168 $
49,682 $
7,500
57,182 $
1,573 $
95
1,478 $
52,130
5,944
58,074
5,732
119
5,613
F-22
As of December 31, 2016
Non-
accrual
Loans
(In thousands)
14,296 $
8,185
19,820
6,486
-
48,787 $
- $
-
-
-
-
- $
Non-
accrual
Loans
(In thousands)
15,710 $
5,458
20,078
8,436
-
- $
-
-
-
-
- $
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
The following tables present the aging of the loan portfolio by type as of December 31, 2017, and December 31, 2016:
As of December 31, 2017
30-59 Days
Past Due
60-89 Days
Past Due
90 Days or
More Past
Due
Total Past
Due
Loans Not
Past
Due
Total
Type of Loans:
Commercial loans ..................... $
Real estate construction loans ..
Commercial mortgage loans .....
Residential mortgage loans ......
Installment and other loans .......
Total loans ................................ $
11,079 $
3,028
17,573
6,613
103
38,396 $
5,192 $
-
5,602
732
-
11,526 $
30,567 $ 2,430,699 $ 2,461,266
11,213
678,805
667,592
42,995 6,439,700 6,482,695
13,831 3,228,523 3,242,354
5,170
98,709 $ 12,771,581 $ 12,870,290
5,067
103
30-59 Days
Past Due
60-89 Days
Past Due
90 Days or
More Past
Due
Total Past
Due
Loans Not
Past
Due
Total
Type of Loans:
Commercial loans ..................... $
Real estate construction loans ..
Commercial mortgage loans .....
Residential mortgage loans ......
Installment and other loans .......
Total loans ................................ $
22,753 $
10,390
5,886
4,390
-
43,419 $
27,190 $
5,835
700
-
-
33,725 $
65,653 $ 2,182,534 $ 2,248,187
21,683
548,088
526,405
26,664 5,758,584 5,785,248
12,826 2,602,933 2,615,759
3,993
49,682 $ 126,826 $ 11,074,449 $ 11,201,275
3,993
-
The determination of the amount of the allowance for credit losses for problem loans is based on management’s current
judgment about the credit quality of the loan portfolio and takes into consideration known relevant internal and external factors
that affect collectability when determining the appropriate level for the allowance for credit losses. The nature of the process by
which the Bank determines the appropriate allowance for credit losses requires the exercise of considerable judgment. This
allowance evaluation process is also applied to TDRs since TDRs are considered to be impaired loans.
At December 31, 2017, accruing TDRs were $68.6 million and non-accrual TDRs were $33.4 million compared to accruing
TDRs of $65.4 million and non-accrual TDRs of $29.7 million at December 31, 2016. The Company has allocated specific
reserves of $1.9 million to accruing TDRs and $83,000 to non-accrual TDRs at December 31, 2017, and $1.3 million to accruing
TDRs and $1.1 million to non-accrual TDRs at December 31, 2016. The following table presents TDRs that were modified
during 2017, their specific reserve at December 31, 2017, and charge-offs during 2017:
Commercial loans ................
Real estate construction
loans ..................................
Commercial mortgage loans
Residential mortgage and
equity lines ........................
Total ......................................
No. of
Contracts
Pre-Modification
Outstanding
Recorded
Investment
Post-Modification
Outstanding
Recorded
Investment
(Dollars in thousands)
Specific
Reserve
Charge-offs
16 $
29,590 $
29,590 $
7 $
27,683
19,075
-
1,496
1,088
77,436 $
53
1,556 $
2
9
4
31 $
27,683
19,380
1,088
77,741 $
F-23
-
-
305
-
305
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
The following table presents TDRs that were modified during 2016, their specific reserve at December 31, 2016, and charge-
offs during 2016:
No. of
Contracts
Pre-Modification
Outstanding
Recorded
Investment
Post-Modification
Outstanding
Recorded
Investment
(Dollars in thousands)
Specific
Reserve
Charge-offs
Commercial loans ................
Commercial mortgage
loans ..................................
Residential mortgage and
equity lines ........................
Total ......................................
24 $
4
2
30 $
30,215 $
29,385 $
1,746 $
830
4,153
4,153
34
367
34,735 $
367
33,905 $
-
1,780 $
-
-
830
The following table presents TDRs that were modified during 2015, their specific reserve at December 31, 2015, and
charge-offs during 2015:
No. of
Contracts
Pre-Modification
Outstanding
Recorded
Investment
Post-Modification
Outstanding
Recorded
Investment
(Dollars in thousands)
Specific
Reserve
Charge-off
Commercial loans ................
Commercial mortgage
loans ..................................
Residential mortgage and
equity lines ........................
Total ......................................
3 $
20
5
28 $
1,181 $
1,181 $
2 $
17,204
17,204
708
1,522
19,907 $
1,374
19,759 $
42
752 $
-
-
148
148
A summary of TDRs by type of concession and by type of loans as of December 31, 2017, and December 31, 2016, are
shown below:
Accruing TDRs
Payment
Deferral
Commercial loans ......................................................... $
Commercial mortgage loans .........................................
Residential mortgage loans ..........................................
Total accruing TDRs .................................................... $
29,199 $
11,504
3,416
44,119 $
December 31, 2017
Rate
Reduction
and Payment
Deferral
Rate
Reduction
(In thousands)
- $
5,871
335
6,206 $
- $
15,468
2,772
18,240 $
Total
29,199
32,843
6,523
68,565
F-24
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
Non-accrual TDRs
December 31, 2017
Payment
Deferral
Rate
Reduction
Rate Reduction
and Payment
Deferral
Total
(In thousands)
Commercial loans ......................................................... $
Commercial mortgage loans .........................................
Residential mortgage loans ..........................................
Total non-accrual TDRs ............................................... $
12,944 $
6,231
1,297
20,472 $
- $
1,677
-
1,677 $
- $
11,113
154
11,267 $
12,944
19,021
1,451
33,416
December 31, 2016
Accruing TDRs
Payment
Deferral
Rate
Reduction
Rate Reduction
and
Payment
Deferral
Total
Commercial loans ......................................................... $
Commercial mortgage loans .........................................
Residential mortgage loans ..........................................
Total accruing TDRs .................................................... $
7,971 $
25,979
5,104
39,054 $
- $
5,961
789
6,750 $
4,081 $
12,452
3,056
19,589 $
12,052
44,392
8,949
65,393
(In thousands)
December 31, 2016
Non-accrual TDRs
Payment
Deferral
Rate
Reduction
Rate Reduction
and
Payment
Deferral
Total
Commercial loans .......................................................... $
Commercial mortgage loans ..........................................
Residential mortgage loans ............................................
Total non-accrual TDRs ................................................. $
14,565 $
2,510
356
17,431 $
- $
1,795
-
1,795 $
- $
10,328
168
10,496 $
14,565
14,633
524
29,722
(In thousands)
The activity within our TDR loans for 2017, 2016, and 2015 are shown below:
Accruing TDRs
2017
2016
(In thousands)
2015
Beginning balance ......................................................... $
New restructurings ........................................................
Restructured loans restored to accrual status ................
Charge-offs ...................................................................
Payments .......................................................................
Restructured loans placed on non-accrual .....................
Expiration of loan concession .......................................
Ending balance .............................................................. $
65,393 $
73,426
-
-
(54,095 )
(13,919 )
(2,240 )
68,565 $
81,680 $
26,965
10,303
(88 )
(24,192 )
(13,984 )
(15,291 )
65,393 $
104,356
17,752
723
(104 )
(30,858 )
(10,189 )
-
81,680
F-25
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
Non-accrual TDRs
2017
2016
(In thousands)
2015
Beginning balance ......................................................... $
New restructurings ........................................................
Restructured loans placed on non-accrual .....................
Charge-offs ...................................................................
Payments .......................................................................
Foreclosures ..................................................................
Restructured loans restored to accrual status ................
Ending balance .............................................................. $
29,722 $
4,009
13,919
(1,650 )
(11,341 )
(1,243 )
-
33,416 $
39,923 $
6,940
13,984
(5,271 )
(15,551 )
-
(10,303 )
29,722 $
41,618
2,006
10,189
(3,246 )
(9,921 )
-
(723 )
39,923
A loan is considered to be in payment default once it is 60 to 90 days contractually past due under the modified terms. One
commercial real estate loan of $582,000 which was modified as TDRs during the previous twelve months that subsequently
defaulted as of December 31, 2017.
Under the Company’s internal underwriting policy, an evaluation is performed of the probability that the borrower will be
in payment default on any of its debt in the foreseeable future without the modification in order to determine whether a borrower
is experiencing financial difficulty. As of December 31, 2017, there were no commitments to lend additional funds to those
borrowers whose loans have been restructured, were considered impaired, or were on non-accrual status.
As part of the on-going monitoring of the credit quality of our loan portfolio, the Company utilizes a risk grading matrix to
assign a risk grade to each loan. Loans are risk rated based on analysis of the current state of the borrower’s credit quality. The
analysis of credit quality includes a review of all sources of repayment, the borrower’s current financial and liquidity status and
all other relevant information. The risk rating categories can be generally described by the following grouping for non-
homogeneous loans:
● Pass/Watch – These loans range from minimal credit risk to lower than average, but still acceptable, credit risk.
● Special Mention – Borrower is fundamentally sound and the loan is currently protected but adverse trends are
apparent that, if not corrected, may affect ability to repay. Primary source of loan repayment remains viable but
there is increasing reliance on collateral or guarantor support.
● Substandard – These loans are inadequately protected by current sound worth, paying capacity or pledged
collateral. Well-defined weaknesses exist that could jeopardize repayment of debt. Loss may not be imminent, but
if weaknesses are not corrected, there is a good possibility of some loss.
● Doubtful – The possibility of loss is extremely high, but due to identifiable and important pending events (which
may strengthen the loan) a loss classification is deferred until the situation is better defined.
● Loss – These loans are considered uncollectible and of such little value that to continue to carry the loans as an
active asset is no longer warranted.
The following tables present loan portfolio by risk rating as of December 31, 2017, and as of December 31, 2016:
As of December 31, 2017
Pass/Watch
Special
Mention
Substandard Doubtful
Total
(In thousands)
Commercial loans ...................................... $ 2,281,698 $
616,411
Real estate construction loans ...................
6,004,258
Commercial mortgage loans ......................
Residential mortgage and equity lines .......
3,232,606
5,170
Installment and other loans .......................
Total gross loans ....................................... $ 12,140,143 $
118,056 $
54,209
308,924
-
-
481,189 $
61,503 $
8,185
169,513
9,748
-
248,949 $
9 $ 2,461,266
-
678,805
6,482,695
-
-
3,242,354
5,170
-
9 $ 12,870,290
Loans held for sale .................................... $
- $
- $
8,000 $
- $
8,000
F-26
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
Pass/Watch
Special
Mention
Substandard Doubtful
Total
As of December 31, 2016
Commercial loans ..................................... $ 2,023,114 $
469,909
Real estate construction loans ..................
5,410,623
Commercial mortgage loans .....................
2,605,834
Residential mortgage and equity lines ......
Installment and other loans ......................
3,993
Total gross loans ...................................... $ 10,513,473 $
(In thousands)
140,682 $
44,129
250,221
-
-
435,032 $
84,293 $
34,050
124,404
9,925
-
252,672 $
98 $ 2,248,187
548,088
5,785,248
2,615,759
3,993
98 $ 11,201,275
-
-
-
-
Loans held for sale ................................... $
- $
- $
7,500 $
- $
7,500
The allowance for loan losses and the reserve for off-balance sheet credit commitments are significant estimates that can
and do change based on management’s process in analyzing the loan portfolio and on management’s assumptions about specific
borrowers, underlying collateral, and applicable economic and environmental conditions, among other factors.
The following table presents the balance in the allowance for loan losses by portfolio segment and based on impairment
method as of December 31, 2017, and as of December 31, 2016.
Real Estate Commercial
Commercial
Loans
Construction
Loans
Mortgage
Loans
Residential
Mortgage
and Equity
Lines
Consumer
and Other
Total
(In thousands)
December 31, 2017
Loans individually evaluated for impairment
Allowance .................. $
Balance ....................... $
43 $
43,495 $
- $
8,185 $
1,738 $
52,664 $
353 $
13,009 $
- $
- $
2,134
117,353
Loans collectively evaluated for impairment
Allowance .................. $
49,753 $
Balance ....................... $ 2,417,771 $
24,838 $
10,660 $
35,872 $
670,620 $ 6,430,031 $ 3,229,345 $
22 $
121,145
5,170 $ 12,752,937
Total allowance .......... $
49,796 $
Total balance .............. $ 2,461,266 $
24,838 $
11,013 $
37,610 $
678,805 $ 6,482,695 $ 3,242,354 $
22 $
123,279
5,170 $ 12,870,290
December 31, 2016
Loans individually evaluated for impairment
Allowance .................. $
Balance ....................... $
1,827 $
27,761 $
- $
5,458 $
573 $
64,470 $
396 $
17,385 $
- $
- $
2,796
115,074
Loans collectively evaluated for impairment
Allowance .................. $
47,376 $
Balance ....................... $ 2,220,426 $
23,268 $
11,224 $
34,291 $
542,630 $ 5,720,778 $ 2,598,374 $
11 $
116,170
3,993 $ 11,086,201
Total allowance .......... $
49,203 $
Total balance .............. $ 2,248,187 $
23,268 $
11,620 $
34,864 $
548,088 $ 5,785,248 $ 2,615,759 $
11 $
118,966
3,993 $ 11,201,275
F-27
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
The following table details activity in the allowance for loan losses by portfolio segment for the years ended December 31,
2017 and 2016. Allocation of a portion of the allowance to one category of loans does not preclude its availability to absorb
losses in other categories.
Commercial
Loans
Real Estate
Construction
Loans
Commercial
Mortgage
Loans
Residential
Mortgage
and Equity
Lines
Installment
and Other
Loans
Total
2016 Beginning Balance ............................ $
56,199 $
22,170 $
(In thousands)
49,440 $
11,145 $
9 $
138,963
Provision/(reversal) for loan losses ...........
1,815
(6,819 )
(11,123 )
475
2
(15,650 )
Charge-offs ................................................
Recoveries ..................................................
Net (Charge-offs)/Recoveries ....................
(12,955 )
4,144
(8,811 )
-
7,917
7,917
(5,948 )
2,495
(3,453 )
-
-
-
2016 Ending Balance ................................. $
Reserve for impaired loans ........................ $
Reserve for non-impaired loans ................. $
Reserve for off-balance sheet credit
49,203 $
1,827 $
47,376 $
23,268 $
- $
23,268 $
34,864 $
573 $
34,291 $
11,620 $
396 $
11,224 $
-
-
-
11 $
- $
11 $
(18,903 )
14,556
(4,347 )
118,966
2,796
116,170
commitments ......................................... $
2,091 $
940 $
41 $
146 $
6 $
3,224
2017 Beginning Balance ............................ $
49,203 $
23,268 $
34,864 $
11,620 $
11 $
118,966
Provision/(reversal) for loan losses ...........
117
955
(2,778 )
(798 )
Charge-offs ................................................
Recoveries ..................................................
Net (Charge-offs)/Recoveries ....................
2017 Ending Balance ................................. $
Reserve for impaired loans ........................ $
Reserve for non-impaired loans ................. $
Reserve for off-balance sheet credit
(3,313 )
3,402
89
49,796 $
43 $
49,753 $
-
229
229
(860 )
7,329
6,469
-
19
19
24,838 $
- $
24,838 $
37,610 $
1,738 $
35,872 $
11,013 $
353 $
10,660 $
4
-
7
7
22 $
- $
22 $
(2,500 )
(4,173 )
10,986
6,813
123,279
2,134
121,145
commitments ......................................... $
2,919 $
1,360 $
114 $
190 $
5 $
4,588
An analysis of the activity in the allowance for credit losses for the years ended December 31, 2017, 2016, and 2015 is as
follows:
Allowance for Loan Losses
Balance at beginning of year .............................................................. $
Reversal for credit losses....................................................................
Loans charged off ...............................................................................
Recoveries of charged off loans .........................................................
Balance at end of year ........................................................................ $
2017
For the year ended December 31,
2016
(In thousands)
2015
118,966 $
(2,500)
(4,173)
10,986
123,279 $
138,963 $
(15,650 )
(18,903 )
14,556
118,966 $
161,420
(11,400 )
(20,427 )
9,370
138,963
Reserve for Off-balance Sheet Credit Commitments
Balance at beginning of year .............................................................. $
Provision/(reversal) for credit losses and transfers ............................
Balance at end of year ........................................................................ $
3,224 $
1,364
4,588 $
1,494 $
1,730
3,224 $
1,949
(455 )
1,494
Residential mortgage loans in process of formal foreclosure proceedings were $3.5 million at December 31, 2017, compared
to $3.6 million at December 31, 2016.
F-28
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
6. Investments in Affordable Housing and Alternative Energy Partnerships
The Company has invested in certain limited partnerships that were formed to develop and operate housing for lower-income
tenants throughout the United States. In addition, in May 2017, March 2016 and April 2015, the Company invested in alternative
energy partnerships that qualify for energy tax credits. The Company’s investments in these partnerships, net, are presented in
the table below:
(In thousands)
As of December 31,
2017
2016
Investments in affordable housing partnerships, net ......................................... $
Other borrowings for affordable housing limited partnerships ......................... $
Investments in affordable housing pertnerships, unfunded commitments ........ $
Investments in alternative energy tax credit partnerships, net .......................... $
260,112 $
17,481 $
124,657 $
12,759 $
236,787
17,661
115,038
14,290
At December 31, 2017, eight of the limited partnerships in which the Company has an equity interest were determined to be
variable interest entities for which the Company is the primary beneficiary. The consolidation of these limited partnerships in the
Company’s Consolidated Financial Statements increased total assets and liabilities by $23.6 million at December 31, 2017, and
by $23.7 million at December 31, 2016. Recourse in other borrowings for affordable housing limited partnerships is limited to
the assets of the limited partnerships. Unfunded commitments for affordable housing limited partnerships were recorded under
other liabilities.
The Company’s unfunded commitments related to investments in qualified affordable housing partnerships, net, are
estimated to be paid as follows:
Year Ending December 31,
2018 ...................................................................................................................................................... $
2019 ......................................................................................................................................................
2020 ......................................................................................................................................................
2021 ......................................................................................................................................................
2022 ......................................................................................................................................................
Thereafter ..............................................................................................................................................
Total unfunded commitments ............................................................................................................ $
Amount
(In thousands)
54,817
37,921
16,528
11,238
728
3,425
124,657
Each of the partnerships must meet regulatory requirements for affordable housing for a minimum 15-year compliance
period to fully utilize the tax credits. If the partnerships cease to qualify during the compliance period, the credits may be denied
for any period in which the projects are not in compliance and a portion of the credits previously taken is subject to recapture
with interest. The remaining tax credits to be utilized over a multiple-year period are $190.6 million for Federal and $2.7 million
for state as of December 31, 2017. Losses in excess of the Bank’s investment in three limited partnerships have not been recorded
in the Company’s Consolidated Financial Statements because the Company had fully satisfied all capital commitments required
under the respective limited partnership agreements. In 2017, the Bank took a $2.6 million pretax write-down of low income
housing tax credit investments, as a result of the enactment of the Tax Cuts and Jobs Act.
F-29
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
The following table summarizes the Company’s usage of affordable housing and other tax credits including energy tax
credits.
(In thousands)
2017
As of December 31,
2016
2015
Affordable housing and other tax credits recognized ............. $
Alternative energy tax credit usage ........................................ $
17,727 $
3,301 $
13,422 $
24,472 $
10,100
21,000
7. Premises and Equipment
Premises and equipment consisted of the following as of December 31, 2017, and December 31, 2016:
Land and land improvements ................................................................................... $
Building and building improvements .......................................................................
Furniture, fixtures and equipment ............................................................................
Leasehold improvement ...........................................................................................
Construction in process ............................................................................................
Less: Accumulated depreciation/amortization .........................................................
Premises and equipment, net .................................................................................... $
As of December 31,
2017
2016
(In thousands)
42,476 $
79,179
53,529
15,496
335
191,015
87,951
103,064 $
42,455
78,463
51,654
15,546
703
188,821
83,214
105,607
The amount of depreciation/amortization included in operating expense was $6.5 million in 2017, $6.8 million in 2016, and
$7.0 million in 2015.
8. Deposits
The following table displays deposit balances as of December 31, 2017, and December 31, 2016:
As of December 31,
2017
2016
(In thousands)
Demand ............................................................................................................ $
NOW accounts .................................................................................................
Money market accounts ...................................................................................
Saving accounts ...............................................................................................
Time deposits ...................................................................................................
Total ............................................................................................................. $
2,783,127 $
1,410,519
2,248,271
857,199
5,390,777
12,689,893 $
2,478,107
1,230,445
2,198,938
719,949
5,047,287
11,674,726
F-30
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
Time deposits outstanding as of December 31, 2017, mature as follows.
2018
Expected Maturity Date at December 31,
2022
2019
2021
2020
(In thousands)
Thereafter Total
Time deposits ...................... $ 4,724,089 $ 532,188 $ 133,824 $
73 $
592 $
11 $ 5,390,777
Accrued interest payable on customer deposits was $4.4 million at December 31, 2017, $2.9 million at December 31, 2016,
and $3.4 million at December 31, 2015. The following table summarizes the interest expense on deposits by account type for the
years ended December 31, 2017, 2016, and 2015:
2017
Year Ended December 31,
2016
(In thousands)
2015
Interest bearing demand ............................................. $
Money market accounts .............................................
Saving accounts .........................................................
Time deposits .............................................................
Total ....................................................................... $
2,242 $
15,062
1,772
46,768
65,844 $
1,740 $
13,308
1,046
43,327
59,421 $
1,406
10,138
901
39,443
51,888
The aggregate amount of domestic time deposits in denominations that meet or exceed the current FDIC insurance limit of
$250,000 was $1.9 billion and $1.8 billion as of December 31, 2017 and 2016, respectively. Foreign offices time deposits of
$152.0 million and $137.7 million as of December 31, 2017 and 2016, respectively, were in denominations of $250,000 or more.
9. Borrowed Funds
Securities Sold under Agreements to Repurchase. Securities sold under agreements to repurchase were $100.0 million with
a weighted average rate of 2.86% at December 31, 2017, compared to $350.0 million with a weighted average rate of 4.06% at
December 31, 2016. As of December 31, 2017, two fixed rate non-callable securities sold under agreements to repurchase totaled
$100 million with a weighted average rate of 2.86%, compared to three fixed rate non-callable securities sold under agreements
to repurchase totaling $150 million with a weighted average rate of 2.81% as of December 31, 2016. Final maturity for the two
fixed rate non-callable securities sold under agreements to repurchase is $50.0 million in June 2018 and $50.0 million in July
2018.
These transactions are accounted for as collateralized financing transactions and recorded at the amounts at which the
securities were sold. The Company may have to provide additional collateral for the repurchase agreements, as necessary. The
underlying collateral pledged for the repurchase agreements consists of U.S. Treasury securities and mortgage-backed securities
with a fair value of $108.4 million as of December 31, 2017, and $372.0 million as of December 31, 2016.
F-31
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
The table below provides comparative data for securities sold under agreements to repurchase for the years indicated:
2017
2016
(Dollars in thousands)
2015
Average amount outstanding during the year (1) ......................... $
Maximum amount outstanding at month-end (2) .........................
Balance, December 31 ................................................................
Rate, December 31 ......................................................................
Weighted average interest rate for the year .................................
136,849 $
150,000
100,000
2.86%
3.11%
381,967 $
400,000
350,000
4.06%
4.01%
400,822
400,000
400,000
3.89%
3.95%
(1) Average balances were computed using daily averages.
(2) Highest month-end balances were January 2017, January 2016, and January 2015.
As of December 31, 2017, over-night borrowings from the FHLB were $325.0 million at a rate of 1.41% compared to $275.0
million at a rate of 0.55% at December 31, 2016. As of December 31, 2017, the advances from the FHLB were $105 million at
a rate of 1.41% compared to $75 million at a rate of 1.48% as of December 31, 2016. As of December 31, 2017, final maturity
for the FHLB advances is $30 million in March 2018, $15 million in April 2018, $5 million in July 2018, and $5 million in
October 2018, and $50 million in December 2019.
Pursuant to the Stock Purchase Agreement with Bank SinoPac Co. Ltd, the Company paid $100 million of the purchase
price on November 14, 2017. The residual payable balance of $35.2 million has a floating rate of three-month LIBOR rate plus
150 basis points. As of December 31, 2017, outstanding payable balance of $35.2 million is accruing interest at a rate of 2.8%
of which 50%, 30%, and 20% will be disbursed annually over three years on the anniversary date, respectively.
On October 12, 2017, the Bank entered into a term loan agreement of $75.0 million with U.S. Bank. The loan has a floating
rate of one-month LIBOR plus 175 basis points. As of December 31, 2017, the term loan has an interest rate of 3.125%. The
principal amount of the long-term debt from U.S. Bank is due and payable in consecutive quarterly installments in the amount
of $4.7 million each on the last day of each calendar quarter commencing December 31, 2018, with the final installment due and
payable on October 12, 2020.
Other Liabilities. On November 23, 2004, the Company entered into an agreement with Mr. Dunson K. Cheng, pursuant to
which he agreed to defer any bonus amounts in excess of $225,000 for the year ended December 31, 2005, until the later of
January 1 of the first year following his separation from service from the Company or the first day of the seventh month following
his separation from service from the Company. Accordingly, an amount equal to $610,000 was deferred in 2004 and was accrued
in other liabilities in the consolidated balance sheet. The Company agreed to accrue interest on the deferred portion of the bonus
at 7.0% per annum compounded quarterly. The deferred amount will be increased each quarter by the amount of interest
computed for that quarter. On November 23, 2014, the interest rate was reset to 5.06% based on 275 basis points above the
interest rate on the ten-year Treasury Note on that date. On March 13, 2014, the Compensation Committee of the Company
awarded Mr. Cheng a cash bonus in the amount of $300,000 for the quarter ended December 31, 2013, and provided as part of
the award that payment of the bonus would be deferred until the later of January 1 of the first year following his separation from
service from the Company or the first day of the seventh month following his separation from service from the Company. The
Company accrues interest on the deferred bonus at 5.02% per annum compounded quarterly. Beginning on the fifth anniversary
of the agreement, the interest rate will be reset at 350 basis points above the then prevailing interest rate on the five-year Treasury
Note.
Interest of $87,000 during 2017, $83,000 during 2016, and $79,000 during 2015 was accrued on the deferred bonuses. The
balance was $1.8 million at December 31, 2017, and $1.7 million at December 31, 2016.
F-32
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
10. Capital Resources
Total equity was $1.97 billion at December 31, 2017, an increase of $144.8 million, or 7.9%, from $1.83 billion at December
31, 2016, primarily due to increases in net income of $176.0 million, equity consideration for the acquisition of SinoPac Bancorp
of $34.9 million, proceeds from dividend reinvestment of $2.5 million, proceeds from exercise of stock options of $1.1 million,
and in other comprehensive income of $1.2 million offset by shares withheld related to net share settlement of RSUs of $6.8
million and common stock cash dividends of $69.9 million. The Company paid cash dividends of $0.87 per common share in
2017 and $0.75 per common share in 2016.
The U.S. Treasury received warrants to purchase common stock of 1,846,374 shares at an exercise price of $20.96, which
will expire on December 5, 2018, as part of the Company’s participation in the U.S. Treasury Troubled Asset Relief Program
Capital Purchase Program. As a result of the anti-dilution adjustments under the warrant, the exercise price at December 31,
2017, has been adjusted to $20.41 and the number of warrants increased by 1.03%. At December 31, 2017, 943,327 warrants
remain exercisable compared to 943,345 warrants at December 31, 2016.
In August 2015, the Company resumed stock repurchases under the November 2007 repurchase program and repurchased
the remaining 622,500 shares for $18.1 million, or an average price of $29.08 per share. Also, in August 2015, the Board of
Directors approved a stock repurchase program for the Company to buy back up to two million shares of our common stock, and
1,366,750 shares were repurchased during 2015. In January and February of 2016, the Company repurchased the remaining
633,250 shares under the August 2015 repurchase program for $17.0 million, or an average price of $26.82 per share.
On February 1, 2016, the Board of Directors approved a new stock repurchase program to buy back up to $45.0 million of
our common stock. In 2016, the Company repurchased 1,380,578 shares for $37.5 million, or $27.13 per share under the February
2016 repurchase program. As of December 31, 2017, the Company may repurchase up to $7.5 million of its common stock under
the February 2016 repurchase program.
The Bancorp established three special purpose trusts in 2003 and two in 2007 for the purpose of issuing trust preferred
securities to outside investors (“Capital Securities”). The trusts exist for the purpose of issuing the Capital Securities and investing
the proceeds thereof, together with proceeds from the purchase of the common securities of the trusts by the Bancorp, in Junior
Subordinated Notes issued by the Bancorp. Subject to some limitations, payment of distributions out of the monies held by the
trusts and payments on liquidation of the trusts or the redemption of the Capital Securities are guaranteed by the Bancorp to the
extent the trusts have funds on hand at such time. The obligations of the Bancorp under the guarantees and the Junior Subordinated
Notes are subordinate and junior in right of payment to all indebtedness of the Bancorp and will be structurally subordinated to
all liabilities and obligations of the Bancorp’s subsidiaries. The Bancorp has the right to defer payments of interest on the Junior
Subordinated Notes at any time or from time to time for a period of up to twenty consecutive quarterly periods with respect to
each deferral period. Under the terms of the Junior Subordinated Notes, the Bancorp may not, with certain exceptions, declare
or pay any dividends or distributions on its capital stock or purchase or acquire any of its capital stock if the Bancorp has deferred
payment of interest on the Junior Subordinated Notes.
The five special purpose trusts are considered variable interest entities. Because the Bancorp is not the primary beneficiary
of the trusts, the financial statements of the trusts are not included in the Consolidated Financial Statements of the Company. The
Junior Subordinated Notes, all of which were issued before May 19, 2010, are currently included in the Tier 2 capital of the
Bancorp for regulatory capital purposes. Under the Dodd-Frank Act, trust preferred securities issued before May 19, 2010 by
bank holding companies with assets of less than $15 billion as of December 31, 2019 continue to qualify for Tier 1 capital
treatment. As of December 31, 2017, the Company’s assets grew past the $15 billion threshold which no longer qualifies the
Junior Subordinated Notes as Tier 1 capital for regulatory reporting purposes. The Junior Subordinated Notes qualify as Tier 1
capital for regulatory reporting purposes at December 31, 2016 and 2015. Interest expense, excluding impact of cash flow interest
rate swaps entered into during June 2014, on the Junior Subordinated Notes was $4.1 million for 2017, $3.5 million for 2016,
and $3.0 million for 2015.
F-33
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
The table below summarizes the outstanding Junior Subordinated Notes issued by the Company to each trust as of December
31, 2017:
Trust Name
Cathay Capital
Trust I ...........
Issuance
Date
June 26,
2003
Principal
Balance of Redeemable
Not
Notes
Until
Stated
Maturity
(Dollars in thousands)
Annualized
Coupon Rate
Current
Interest
Rate
Date of
Rate
Change
Payable/
Distribution
Date
$
20,619
June 30,
2008
June 30,
2033
3-month
LIBOR
+ 3.15%
3-month
LIBOR
+ 3.00%
3-month
LIBOR
+ 2.90%
3-month
LIBOR
+ 1.48%
3-month
LIBOR
+ 1.4%
4.84 % December 30, March 30
2017
June 30
September 30
December 30
4.60 % December 18, March 17
2017
June 17
September 17
December 17
4.59 % December 30, March 30
2017
June 30
September 30
December 30
3.07 % December 15, March 15
2017
June 15
September 15
December 15
2.91 % December 6, March 6
2017
June 6
September 6
December 6
Cathay
Statutory
Trust I ........... September 17,
2003
20,619 September 17,
2008
September 17,
2033
Cathay Capital
Trust II .......... December 30,
12,887 March 30,
March 30,
2003
2009
2034
Cathay Capital
Trust III ........ March 28,
46,392
2007
June 15,
2012
June 15,
2037
Cathay Capital
Trust IV ........ May 31,
18,619 September 6,
2007
2012
September 6,
2037
Total Junior Subordinated Notes . $
119,136
F-34
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
11. Income Taxes
For the years ended December 31, 2017, 2016, and 2015, the current and deferred amounts of the income tax expense are
summarized as follows:
2017
Year Ended December 31,
2016
(In thousands)
2015
Current:
Federal ............................................................................................ $
State ................................................................................................
Total Current .................................................................................. $
59,433 $
28,278
87,711 $
Deferred:
Federal ............................................................................................ $
State ................................................................................................
Total Deferred ................................................................................ $
Total income tax expense ................................................................... $
31,818
2,736
34,554 $
122,265 $
28,788 $
22,364
51,152 $
11,775 $
4,174
15,949 $
67,101 $
31,587
26,396
57,983
3,738
(1,734 )
2,004
59,987
Temporary differences between the amounts reported in the financial statements and the tax basis of assets and liabilities
give rise to deferred taxes. Net deferred tax assets at December 31, 2017, and at December 31, 2016, are included in other assets
in the accompanying Consolidated Balance Sheets and are as follows:
Deferred Tax Assets
Loan loss allowance, due to differences in computation of bad debts ............................. $
Share-based compensation ...............................................................................................
Accrual for bonuses ..........................................................................................................
Non-accrual interest .........................................................................................................
Write-down on equity securities and venture capital investments ...................................
Depreciation and amortization .........................................................................................
State tax ............................................................................................................................
Unrealized loss on interest rate swaps ..............................................................................
Unrealized loss on securities available-for-sale, net ........................................................
Investment in affordable housing partnerships .................................................................
Basis difference in acquired assets ...................................................................................
Tax credits carried forward ..............................................................................................
Net operating loss carried forward ...................................................................................
Other, net ..........................................................................................................................
Gross deferred tax assets ..................................................................................................
Deferred Tax Liabilities
Deferred loan costs ...........................................................................................................
Investment in affordable housing partnerships .................................................................
Basis difference in acquired assets ...................................................................................
Dividends on Federal Home Loan Bank common stock ..................................................
Other, net ..........................................................................................................................
Gross deferred tax liabilities ............................................................................................
Net deferred tax assets ..................................................................................................... $
As of December 31,
2017
2016
(In thousands)
37,157 $
2,630
630
2,100
2,561
1,564
6,783
1,158
-
580
1,676
9,278
18,375
3,279
87,771
(7,655 )
-
-
(1,021 )
(3,758 )
(12,434 )
75,337 $
51,192
4,729
6,095
4,246
4,437
8,334
6,426
1,763
1,121
-
-
-
-
3,598
91,941
(8,695)
(2,659)
(4,841)
(1,322)
(3,228)
(20,745)
71,196
Amounts for the current year are based upon estimates and assumptions and could vary from amounts shown on the tax
returns as filed.
F-35
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion
or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent on the generation
of future taxable income during the periods in which those temporary differences become deductible. Management considers the
projected future taxable income and tax planning strategies in making this assessment. Based upon the level of historical taxable
income and projections for future taxable income over the periods in which the deferred tax assets are deductible, management
believes it is more likely than not the Company will realize all benefits related to these deductible temporary differences.
The Company had income tax refunds receivables of $7.2 million at December 31, 2017, and $14.6 million at December 31,
2016. These income tax receivables are included in other assets in the accompanying Consolidated Balance Sheets.
On December 22, 2017, the Tax Cuts and Jobs Act, was enacted into law and as a result, during the fourth quarter of 2017,
the Company recorded $23.4 million of additional income tax expense related to the revaluation of the Company’s deferred tax
assets and a $2.6 million pretax write-down of low income housing tax credit investments.
The Company’s tax returns are open for audits by the Internal Revenue Service back to 2014 and by the California Franchise
Tax Board back to 2013. It is reasonably possible that unrecognized tax benefits could change significantly over the next twelve
months. The Company does not expect that any such changes would have a material impact on its annual effective tax rate.
Income tax expense results in effective tax rates that differ from the statutory Federal income tax rate for the years indicated
as follows:
Tax provision at Federal statutory rate .............. $ 104,407
State income taxes, net of Federal income tax
35.0% $ 84,770
35.0% $ 77,384
35.0%
benefit ............................................................. 20,616
6.9 17,250
7.1 14,656
6.6
2017
Year Ended December 31,
2016
(Dollars in thousands)
2015
Deferred taxes write-down due to Tax Cuts
and Jobs Act .................................................... 23,365
(3,146)
Excess deduction for stock option and RSUs ....
Non-taxable bargain purchase gain ...................
(1,970)
Low income housing and other tax credits ........ (20,656)
-
Non-deductible stock options expense ..............
Other, net ...........................................................
(351)
Total income tax expense .................................. $ 122,265
12. Stockholders’ Equity and Earnings per Share
-
7.8
-
(1.0)
(0.7)
-
(6.9) (37,901)
3,469
-
(0.1)
(487)
41.0% $ 67,101
-
-
-
-
-
-
(15.6) (30,986 )
-
1.4
(0.2)
(1,067 )
27.7% $ 59,987
-
-
-
(14.0)
-
(0.5)
27.1%
As a bank holding company, the Bancorp’s ability to pay dividends will depend upon the dividends it receives from the Bank
and on the income it may generate from any other activities in which it may engage, either directly or through other subsidiaries.
Under California banking law, the Bank may not, without regulatory approval, pay a cash dividend that exceeds the lesser
of the Bank’s retained earnings or its net income for the last three fiscal years, less any cash distributions made during that period.
Under this regulation, the amount of retained earnings available for cash dividends to the Company immediately after December
31, 2017, is restricted to approximately $39.3 million.
F-36
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
Activity in accumulated other comprehensive income, net of tax, and reclassification out of accumulated other
comprehensive income for the years ended December 31, 2017, and 2016 was as follows:
2017
2016
Tax
expense/
(Benefit) Net-of-tax Pre-tax
Tax
expense/
(Benefit) Net-of-tax
Pre-tax
Beginning balance, loss, net of tax
Securities available-for-sale .....................................
Cash flow hedge derivatives .....................................
Total .....................................................................
Net unrealized gains arising during the period
(In thousands)
(1,545)
(2,170)
(3,715)
$
$
$
$
(5,431)
(2,995)
(8,426)
Securities available-for-sale ..................................... $
Cash flow hedge derivatives .....................................
Total .....................................................................
1,843 $
1,241
3,084
775 $
522
1,297
1,068 $
719
1,787
11,603 $
1,423
13,026
4,878 $
598
5,476
6,725
825
7,550
Reclassification adjustment for net gains included
in net income
Securities available-for-sale .....................................
Cash flow hedge derivatives .....................................
Total .....................................................................
Total other comprehensive income
(1,006)
-
(1,006)
(423)
-
(423)
(583)
-
(583)
(4,898)
-
(4,898)
(2,059)
-
(2,059)
(2,839)
-
(2,839)
Securities available-for-sale .....................................
Cash flow hedge derivatives .....................................
Total ..................................................................... $
837
1,241
2,078 $
352
522
874 $
485
719
1,204 $
6,705
1,423
8,128 $
2,819
598
3,417 $
3,886
825
4,711
Ending balance, loss, net of tax
Securities available-for sale ......................................
Cash flow hedge derivatives .....................................
Total .....................................................................
$
$
(1,060)
(1,451)
(2,511)
$
$
(1,545)
(2,170)
(3,715)
The Board of Directors of the Bancorp is authorized to issue preferred stock in one or more series and to fix the voting
powers, designations, preferences or other rights of the shares of each such class or series and the qualifications, limitations, and
restrictions thereon. Any preferred stock issued by the Bancorp may rank prior to the Bancorp common stock as to dividend
rights, liquidation preferences, or both, may have full or limited voting rights, and may be convertible into shares of the Bancorp
common stock.
The following is the reconciliation of the numerators and denominators of the basic and diluted earnings per share
computations for the years as indicated:
2017
2016
2015
Income
Per
Share
(Numerator) (Denominator) Amount (Numerator) (Denominator) Amount (Numerator) (Denominator) Amount
(In thousands, except shares and per share data)
Per
Share
Per
Share
Income
Income
Shares
Shares
Shares
Net income ...................... $
Basic EPS, income .......... $
Effect of dilutive stock
options ..........................
176,042
176,042
80,262,782 $
$
2.19 $
175,099
175,099
79,153,762 $
$
2.21 $
161,109
161,109
80,563,577 $
2.00
741,768
775,500
731,219
Diluted EPS, income ....... $
176,042
81,004,550 $
2.17 $
175,099
79,929,262 $
2.19 $
161,109
81,294,796 $
1.98
F-37
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
Options to purchase an additional 20,443 shares at December 31, 2017, and 242,419 shares at December 31, 2016, were not
included in the computation of diluted earnings per share because their inclusion would have had an anti-dilutive effect.
13. Commitments and Contingencies
Litigation. The Company is involved in various litigation concerning transactions entered into during the normal course of
business. Management, after consultation with legal counsel, does not believe that the resolution of such litigation will have a
material effect upon its consolidated financial condition, results of operations, or liquidity taken as a whole.
Lending. In the normal course of business, the Company becomes a party to financial instruments with off-balance sheet
risk to meet the financing needs of its customers. These financial instruments include commitments to extend credit in the form
of loans or through commercial or standby letters of credit and financial guarantees. Those instruments represent varying degrees
of exposure to risk in excess of the amounts included in the accompanying Consolidated Balance Sheets. The contractual or
notional amount of these instruments indicates a level of activity associated with a particular class of financial instrument and is
not a reflection of the level of expected losses, if any.
The Company’s exposure to credit loss in the event of non-performance by the other party to the financial instrument for
commitments to extend credit is represented by the contractual amount of those instruments. The Company uses the same credit
policies in making commitments and conditional obligations as it does for on-balance sheet instruments. Unless noted otherwise,
the Company does not require collateral or other security to support financial instruments with credit risk.
Financial instruments for which contract amounts represent the amount of credit risk include the following:
As of December 31,
2017
2016
(In thousands)
Commitments to extend credit ......................................................................... $
Standby letters of credit ...................................................................................
Commercial letters of credit .............................................................................
Bill of lading guarantees ..................................................................................
Total ............................................................................................................. $
2,366,368 $
140,814
27,353
24
2,534,559 $
2,062,241
75,396
37,283
75
2,174,995
Commitments to extend credit are agreements to lend to a customer provided there is no violation of any condition
established in the commitment agreement. These commitments generally have fixed expiration dates and are expected to expire
without being drawn upon. The total commitment amounts do not necessarily represent future cash requirements. The Company
evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained if deemed necessary by
the Company upon extension of credit is based on management’s credit evaluation of the borrowers.
As of December 31, 2017, the Company does not have fixed-rate or variable-rate commitments with characteristics similar
to options, which provide the holder, for a premium paid at inception to the Company, the benefits of favorable movements in
the price of an underlying asset or index with limited or no exposure to losses from unfavorable price movements.
As of December 31, 2017, commitments to extend credit of $2.4 billion include commitments to fund fixed rate loans of
$99.1 million and adjustable rate loans of $2.3 billion.
Commercial letters of credit and bill of lading guarantees are issued to facilitate domestic and foreign trade transactions
while standby letters of credit are issued to make payments on behalf of customers if certain specified future events occur. The
credit risk involved in issuing letters of credit and bill of lading guarantees is essentially the same as that involved in making
loans to customers.
F-38
Commitments
(In thousands)
10,076
7,720
5,839
4,996
4,012
7,463
40,106
Commitments
(In thousands)
337
186
91
49
25
688
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
Leases. The Company is obligated under a number of operating leases for premises and equipment with terms ranging from
one to 25 years, many of which provide for periodic adjustment of rentals based on changes in various economic indicators.
Rental expense was $12.0 million for 2017, $10.2 million for 2016, and $9.3 million for 2015. The following table shows future
minimum payments under operating leases with terms in excess of one year as of December 31, 2017.
Year Ending December 31,
2018 ............................................................................................................................................................ $
2019 ............................................................................................................................................................
2020 ............................................................................................................................................................
2021 ............................................................................................................................................................
2022 ............................................................................................................................................................
Thereafter ...................................................................................................................................................
Total minimum lease payments .............................................................................................................. $
Rental income was $0.4 million for 2017, $0.4 million for 2016, and $0.3 million for 2015. The following table shows future
rental payments to be received under operating leases with terms in excess of one year as of December 31, 2017:
Year Ending December 31,
2018 ............................................................................................................................................................ $
2019 ............................................................................................................................................................
2020 ............................................................................................................................................................
2021 ............................................................................................................................................................
Thereafter ...................................................................................................................................................
Total minimum lease payments to be received ....................................................................................... $
14. Financial Derivatives
The Company does not speculate on the future direction of interest rates. However, the Company enters into financial
derivatives in order to seek mitigation of exposure to interest rate risks related to its interest-earning assets and interest-bearing
liabilities. These transactions, when properly structured and managed, may provide a hedge against inherent interest rate risk in
assets or liabilities and against risk in specific transactions of the Company. In such instances, the Company may protect its
position through the purchase or sale of interest rate futures contracts for a specific cash or interest rate risk position. Other
hedging transactions may be implemented using interest rate swaps, interest rate caps, floors, financial futures, forward rate
agreements, and options on futures or bonds. Prior to considering any hedging activities, the Company seeks to analyze the costs
and benefits of the hedge in comparison to other viable alternative strategies. All hedges will require an assessment of basis risk
and must be approved by the Bancorp or the Bank’s Investment Committee.
The Company follows ASC Topic 815 that establishes accounting and reporting standards for financial derivatives, including
certain financial derivatives embedded in other contracts, and hedging activities. It requires the recognition of all financial
derivatives as assets or liabilities in the Company’s consolidated balance sheet and measurement of those financial derivatives at
fair value. The accounting treatment of changes in fair value is dependent upon whether or not a financial derivative is designated
as a hedge and, if so, the type of hedge. Fair value is determined using third-party models with observable market data. For
derivatives designated as cash flow hedges, changes in fair value are recognized in other comprehensive income and are
reclassified to earnings when the hedged transaction is reflected in earnings. For derivatives designated as fair value hedges,
changes in the fair value of the derivatives are reflected in current earnings, together with changes in the fair value of the related
hedged item if there is a highly effective correlation between changes in the fair value of the interest rate swaps and changes in
the fair value of the underlying asset or liability that is intended to be hedged. If there is not a highly effective correlation between
changes in the fair value of the interest rate swap and changes in the fair value of the underlying asset or liability that is intended
to be hedged, then only the changes in the fair value of the interest rate swaps are reflected in the Company’s consolidated
financial statements.
F-39
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
In May 2014, the Bancorp entered into five interest rate swap contracts in the notional amount of $119.1 million for a period
of ten years. The objective of these interest rate swap contracts, which were designated as hedging instruments in cash flow
hedges, was to hedge the quarterly interest payments on the Bancorp’s $119.1 million of Junior Subordinated Debentures that
had been issued to five trusts, throughout the ten-year period beginning in June 2014 and ending in June 2024, from the risk of
variability of these payments resulting from changes in the three-month LIBOR interest rate. The Bancorp pays a weighted
average fixed interest rate of 2.61% and receives a variable interest rate of the three-month LIBOR at a weighted average rate of
1.6%. As of December 31, 2017, the notional amount of cash flow interest rate swaps was $119.1 million and their unrealized
loss of $1.5 million, net of taxes, was included in other comprehensive income compared to unrealized loss of $2.2 million at
December 31, 2016. For the year ended December 31, 2017, the periodic net settlement of interest rate swaps included in interest
expense was $1.7 million compared to $2.3 million in 2016. As of December 31, 2017, and 2016, the ineffective portion of these
interest rates swaps was not significant.
As of December 31, 2017, the Bank’s outstanding interest rate swap contracts had a notional amount of $540.4 million for
various terms from two to ten years. The Bank entered into these interest rate swap contracts that are matched to individual fixed-
rate commercial real estate loans in the Bank’s loan portfolio. These contracts have been designated as hedging instruments to
hedge the risk of changes in the fair value of the underlying commercial real estate loans due to changes in interest rates. The
swap contracts are structured so that the notional amounts reduce over time to match the contractual amortization of the
underlying loan and allow prepayments with the same pre-payment penalty amounts as the related loan. The Bank pays a
weighted average fixed rate of 4.6% and receives a variable rate at the one month LIBOR rate plus a weighted average spread of
289 basis points, or at a weighted average rate of 4.3%. As of December 31, 2017, and 2016, the notional amount of fair value
interest rate swaps was $540.4 million and $361.5 million with unrealized gains of $5.0 million and $938,000, respectively, were
included in other non-interest income. The amount of periodic net settlement of interest rate swaps reducing interest income was
$2.4 million in 2017 compared to $3.6 million in 2016. As of December 31, 2017, and 2016, the ineffective portion of these
interest rate swaps was not significant.
Interest rate swap contracts involve the risk of dealing with institutional derivative counterparties and their ability to meet
contractual terms. Institutional counterparties must have a strong credit profile and be approved by the Company’s Board of
Directors. The Company’s credit exposure on interest rate swaps is limited to the net favorable value and interest payments of
all swaps by each counterparty. Credit exposure may be reduced by the amount of collateral pledged by the counterparty. The
Bancorp’s interest rate swaps have been assigned by the counterparties to a derivatives clearing organization and daily margin is
indirectly maintained with the derivatives clearing organization. Cash posted as collateral by the Bancorp related to derivative
contracts totaled $4.5 million as of December 31, 2017 and $6.9 million as of December 31, 2016.
The Company enters into foreign exchange forward contracts with various counterparties to mitigate the risk of fluctuations
in foreign currency exchange rates for foreign exchange certificates of deposit or foreign exchange contracts entered into with
our clients. These contracts are not designated as hedging instruments and are recorded at fair value in our Consolidated Balance
Sheet. Changes in the fair value of these contracts as well as the related foreign exchange certificates of deposit and foreign
exchange contracts are recognized immediately in net income as a component of non-interest income. Period end gross positive
fair values are recorded in other assets and gross negative fair values are recorded in other liabilities. At December 31, 2017, the
notional amount of option contracts totaled $1.0 million with a net negative fair value of $9,000. At December 31, 2017, spot,
forward, and swap contracts in the total notional amount of $108.5 million had a positive fair value of $1.8 million. Spot, forward,
and swap contracts in the total notional amount of $32.1 million had a negative fair value of $453,000 at December 31, 2017. At
December 31, 2016, the notional amount of option contracts totaled $12.1 million with a net negative fair value of $121,000. At
December 31, 2016, spot, forward, and swap contracts in the total notional amount of $82.4 million had a positive fair value of
$1.3 million. Spot, forward, and swap contracts in the total notional amount of $89.5 million had a negative fair value of $3.1
million at December 31, 2016.
F-40
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
15. Fair Value Measurements
The Company adopted ASC Topic 820 on January 1, 2008, and determined the fair values of our financial instruments based
on the following:
● Level 1 – Quoted prices in active markets for identical assets or liabilities.
● Level 2 – Observable prices in active markets for similar assets or liabilities; prices for identical or similar assets or
liabilities in markets that are not active; directly observable market inputs for substantially the full term of the asset
and liability; market inputs that are not directly observable but are derived from or corroborated by observable market
data.
● Level 3 – Unobservable inputs based on the Company’s own judgments about the assumptions that a market
participant would use.
The Company uses the following methodologies to measure the fair value of its financial assets and liabilities on a recurring
basis:
Securities Available for Sale. For certain actively traded agency preferred stocks, mutual funds, U.S. Treasury securities,
and other equity securities, the Company measures the fair value based on quoted market prices in active exchange markets
at the reporting date, a Level 1 measurement. The Company also measures securities by using quoted market prices for
similar securities or dealer quotes, a Level 2 measurement. This category generally includes U.S. Government agency
securities, state and municipal securities, mortgage-backed securities (“MBS”), commercial MBS, collateralized mortgage
obligations, asset-backed securities, corporate bonds and trust preferred securities.
Warrants. The Company measures the fair value of warrants based on unobservable inputs based on assumption and
management judgment, a Level 3 measurement.
Currency Option Contracts and Foreign Exchange Contracts. The Company measures the fair value of currency option and
foreign exchange contracts based on observable market rates on a recurring basis, a Level 2 measurement.
Interest Rate Swaps. The Company measures the fair value of interest rate swaps using third party models with observable
market data, a Level 2 measurement.
The valuation techniques for the assets and liabilities valued on a nonrecurring basis are as follows:
Impaired Loans. The Company does not record loans at fair value on a recurring basis. However, from time to time,
nonrecurring fair value adjustments to collateral dependent impaired loans are recorded based on either the current appraised
value of the collateral, a Level 2 measurement, or management’s judgment and estimation of value reported on old appraisals
which are then adjusted based on recent market trends, a Level 3 measurement.
F-41
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
Loans Held for Sale. The Company records loans held for sale at fair value based on quoted prices from third party sale
analysis, existing sale agreements, or appraisal reports adjusted by sales commission assumption, a Level 3 measurement.
Goodwill. The Company completes “step one” of the impairment test by comparing the fair value of each reporting unit (as
determined based on the discussion below) with the recorded book value (or “carrying amount”) of its net assets, with
goodwill included in the computation of the carrying amount. If the fair value of a reporting unit exceeds its carrying amount,
goodwill of that reporting unit is not considered impaired, and “step two” of the impairment test is not necessary. If the
carrying amount of a reporting unit exceeds its fair value, step two of the impairment test is performed to determine the
amount of impairment. Step two of the impairment test compares the carrying amount of the reporting unit’s goodwill to
the “implied fair value” of that goodwill. The implied fair value of goodwill is computed by assuming all assets and liabilities
of the reporting unit would be adjusted to the current fair value, with the offset as an adjustment to goodwill. This adjusted
goodwill balance is the implied fair value used in step two. An impairment charge is then recognized for the amount by
which the carrying amount of goodwill exceeds its implied fair value. In connection with the determination of fair value,
certain data and information was utilized, including earnings forecasts at the reporting unit level for the next four
years. Other key assumptions include terminal values based on future growth rates and discount rates for valuing the cash
flows, which have inputs for the risk-free rate, market risk premium and adjustments to reflect inherent risk and required
market returns. Because of the significance of unobservable inputs in the valuation of goodwill impairment, goodwill subject
to nonrecurring fair value adjustments is classified as Level 3 measurement.
Core Deposit Intangibles. Core deposit intangibles is initially recorded at fair value based on a valuation of the core deposits
acquired and is amortized over its estimated useful life, which range from 4 to 10 years, to its residual value in proportion
to the economic benefits consumed. The Company assesses the recoverability of this intangible asset on a nonrecurring basis
using the core deposits remaining at the assessment date and the fair value of cash flows expected to be generated from the
core deposits, a Level 3 measurement. The weighted average amortization period and the remaining amortization is
considered minor.
Other Real Estate Owned. Real estate acquired in the settlement of loans is initially recorded at fair value based on the
appraised value of the property on the date of transfer, less estimated costs to sell, a Level 2 measurement. From time to
time, nonrecurring fair value adjustments are made to other real estate owned based on the current updated appraised value
of the property, also a Level 2 measurement, or management’s judgment and estimation of value reported on old appraisals
which are then adjusted based on recent market trends, a Level 3 measurement.
Investments in Venture Capital. The Company periodically reviews for OTTI on a nonrecurring basis. Investments in venture
capital were written down to their fair value based on available financial reports from venture capital partnerships and
management’s judgment and estimation, a Level 3 measurement.
F-42
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
The following tables present the Company’s hierarchy for its assets and liabilities measured at fair value on a recurring basis
at December 31, 2017, and at December 31, 2016:
As of December 31, 2017
Assets
Fair Value Measurements Using
Level 1
Level 2
Level 3
Total at
Fair Value
(In thousands)
Securities available-for-sale
U.S. Treasury securities ....................................................................... $
U.S. government agency entities .........................................................
U.S. government sponsored entities ....................................................
State and municipal securities .............................................................
Mortgage-backed securities .................................................................
Collateralized mortgage obligations ....................................................
Corporate debt securities .....................................................................
Mutual funds .......................................................................................
Preferred stock of government sponsored entities ...............................
Other equity securities .........................................................................
Total securities available-for-sale ............................................................
Warrants ..................................................................................................
Interest rate swaps ...................................................................................
Foreign exchange contracts .....................................................................
Total assets ................................................................................. $
249,520 $
-
-
-
-
-
-
6,230
10,102
11,770
277,622
-
-
-
- $
8,988
390,336
1,914
571,969
1,516
81,281
-
-
-
1,056,004
-
5,218
1,832
277,622 $ 1,063,054 $
- $
-
-
-
-
-
-
-
-
-
-
91
-
-
249,520
8,988
390,336
1,914
571,969
1,516
81,281
6,230
10,102
11,770
1,333,626
91
5,218
1,832
91 $ 1,340,767
Liabilities
Option contracts ...................................................................................... $
Interest rate swaps ...................................................................................
Foreign exchange contracts .....................................................................
Total liabilities ........................................................................... $
- $
-
-
- $
9 $
2,699
453
3,161 $
- $
-
-
- $
9
2,699
453
3,161
As of December 31, 2016
Assets
Securities available-for-sale
Fair Value Measurements Using
Level 1
Level 2
Level 3
Total at
Fair Value
(In thousands)
U.S. Treasury securities ....................................................................... $
U.S. government sponsored entities ....................................................
Mortgage-backed securities .................................................................
Collateralized mortgage obligations ....................................................
Corporate debt securities .....................................................................
Mutual funds .......................................................................................
Preferred stock of government sponsored entities ...............................
Other equity securities .........................................................................
Total securities available-for-sale ............................................................
Warrants ..................................................................................................
Interest rate swaps ...................................................................................
Foreign exchange contracts .....................................................................
Total assets ................................................................................. $
489,017 $
-
-
-
-
6,230
7,308
10,821
513,376
-
-
-
513,376 $
- $
390,331
336,260
28
74,350
-
-
-
800,969
-
938
1,302
803,209 $
- $
-
-
-
-
-
-
-
-
79
-
-
489,017
390,331
336,260
28
74,350
6,230
7,308
10,821
1,314,345
79
938
1,302
79 $ 1,316,664
Liabilities
Option contracts ...................................................................................... $
Interest rate swaps ...................................................................................
Foreign exchange contracts .....................................................................
Total liabilities ........................................................................... $
- $
-
-
- $
121 $
3,744
3,132
6,997 $
- $
-
-
- $
121
3,744
3,132
6,997
F-43
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
For financial assets measured at fair value on a nonrecurring basis that were still reflected in the balance sheet at December
31, 2017 and 2016, the following tables provide the level of valuation assumptions used to determine each adjustment and the
carrying value of the related individual assets at December 31, 2017, and at December 31, 2016, and the total losses for the
periods indicated:
As of December 31, 2017
Fair Value Measurements Using
Level 1
Level 2
Level 3
Total Losses/(Gains)
For the Twelve Months Ended
December 31,
2016
December 31,
2017
Total at
Fair Value
Assets
Impaired loans by type:
Commercial loans ............................ $
Commercial mortgage loans ............
Residential mortgage and equity
lines ..............................................
Total impaired loans .....................
Other real estate owned (1) ....................
Investments in venture capital and
private company stock .....................
Total assets .............................. $
(In thousands)
- $
-
-
-
-
-
- $
- $
-
18,097 $
31,459
18,097 $
31,459
-
-
5,677
11,355
60,911
4,322
11,355
60,911
9,999
-
5,677 $
2,583
67,816 $
2,583
73,493 $
25 $
-
-
25
457
392
874 $
322
-
-
322
9
976
1,307
(1) Other real estate owned balance of $9.4 million in the Consolidated Balance Sheets is net of estimated disposal costs.
As of December 31, 2016
Fair Value Measurements Using
Level 1
Level 2
Level 3
Total Losses/(Gains)
For the Twelve Months Ended
December 31,
2015
December 31,
2016
Total at
Fair Value
Assets
Impaired loans by type:
Commercial loans ............................ $
Commercial mortgage loans ............
Residential mortgage and equity
lines ..............................................
Total impaired loans .....................
Other real estate owned (1) ....................
Investments in venture capital and
private company stock .....................
Total assets .............................. $
(In thousands)
- $
-
-
-
-
-
- $
- $
-
2,813 $
9,444
2,813 $
9,444
-
-
6,006
11,679
23,936
4,372
11,679
23,936
10,378
322 $
-
-
322
9
-
6,006 $
3,667
31,975 $
3,667
37,981 $
976
1,307 $
806
598
146
1,550
404
553
2,507
(1) Other real estate owned balance of $20.1 million in the Consolidated Balance Sheets is net of estimated disposal costs.
The significant unobservable (Level 3) inputs used in the fair value measurement of collateral for collateral-dependent
impaired loans was primarily based on the appraised value of collateral adjusted by estimated sales cost and commissions. The
Company generally obtains new appraisal reports every six months. As the Company’s primary objective in the event of default
would be to monetize the collateral to settle the outstanding balance of the loan, less marketable collateral would receive a larger
discount. During the reported periods, collateral discounts ranged from 55% in the case of accounts receivable collateral to 65%
in the case of inventory collateral.
The significant unobservable inputs used in the fair value measurement of other real estate owned (“OREO”) was primarily
based on the appraised value of OREO adjusted by estimated sales cost and commissions.
F-44
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
The Company applies estimated sales cost and commission ranging from 3% to 6% of collateral value of impaired loans,
quoted price or loan sale price of loans held for sale, and appraised value of OREOs.
The significant unobservable inputs in the Black-Scholes option pricing model for the fair value of warrants are the expected
life of warrant ranging from 1 to 6 years, risk-free interest rate from 1.83% to 2.57%, and stock volatility of the Company from
4.7% to 12.4%.
16. Fair Value of Financial Instruments
The following methods and assumptions were used to estimate the fair value of each class of financial instruments.
Cash and Cash Equivalents. For cash and cash equivalents, the carrying amount was assumed to be a reasonable estimate of
fair value, a Level 1 measurement.
Short-term Investments. For short-term investments, the carrying amount was assumed to be a reasonable estimate of fair
value, a Level 1 measurement.
Securities. For securities, including securities held-to-maturity, available-for-sale and for trading, fair values were based on
quoted market prices at the reporting date. If a quoted market price was not available, fair value was estimated using quoted
market prices for similar securities or dealer quotes. For certain actively traded agency preferred stocks, U.S. Treasury securities,
and other equity securities, the Company measures the fair value based on quoted market prices in active exchange markets at
the reporting date, a Level 1 measurement. The Company also measures securities by using quoted market prices for similar
securities or dealer quotes, a Level 2 measurement. This category generally includes U.S. Government agency securities, state
and municipal securities, mortgage-backed securities (“MBS”), commercial MBS, collateralized mortgage obligations, asset-
backed securities, and corporate bonds.
Loans held for sale. The Company records loans held for sale at fair value based on quoted price from third party sources,
or appraisal reports adjusted by sales commission assumption, a Level 3 measurement.
Loans. Fair values were estimated for portfolios of loans with similar financial characteristics. Each loan category was further
segmented into fixed and adjustable rate interest terms and by performing and non-performing categories.
The fair value of performing loans was calculated by discounting scheduled cash flows through the estimated maturity using
estimated market discount rates that reflect the credit and interest rate risk inherent in the loan, a Level 3 measurement.
The fair value of impaired loans was calculated based on the net realizable fair value of the collateral or the observable
market price of the most recent sale or quoted price from loans held for sale. The Company does not record loans at fair value
on a recurring basis. Nonrecurring fair value adjustments to collateral dependent impaired loans are recorded based on the current
appraised value of the collateral, a Level 2 measurement, or management’s judgment and estimation of value reported on old
appraisals which are then adjusted based on recent market trends, a Level 3 measurement.
Deposit Liabilities. The fair value of demand deposits, savings accounts, and certain money market deposits was assumed
to be the amount payable on demand at the reporting date. The fair value of fixed-maturity certificates of deposit was estimated
using the rates currently offered for deposits with similar remaining maturities, a Level 3 measurement.
Securities Sold under Agreements to Repurchase. The fair value of securities sold under agreements to repurchase is based
on dealer quotes, a Level 2 measurement.
Advances from Federal Home Loan Bank. The fair value of the advances is based on quotes from the FHLB to settle the
advances, a Level 2 measurement.
Other Borrowings. This category includes borrowings from other financial institutions. The fair value of other borrowings
is calculated by discounting scheduled cash flows through the estimated maturity using estimated market discount rates that
reflect the credit and interest rate risk, a Level 3 measurement.
F-45
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
Long-term Debt. The fair value of long-term debt is estimated based on the quoted market prices or dealer quotes, a Level 2
measurement.
Currency Option and Foreign Exchange Contracts. The Company measures the fair value of currency option and foreign
exchange contracts based on observable market rates, a Level 2 measurement.
Interest Rate Swaps. Fair value of interest rate swaps is derived from third party models with observable market data, a
Level 2 measurement.
Off-Balance-Sheet Financial Instruments. The fair value of commitments to extend credit, standby letters of credit, and
financial guarantees written were estimated using the fees currently charged to enter into similar agreements, taking into account
the remaining terms of the agreements and the present creditworthiness of the counter parties. The fair value of guarantees and
letters of credit was based on fees currently charged for similar agreements or on the estimated cost to terminate them or otherwise
settle the obligations with the counter parties at the reporting date. Off-balance-sheet financial instruments were valued based on
the assumptions that a market participant would use, a Level 3 measurement.
Fair value was estimated in accordance with ASC Topic 825. Fair value estimates were made at specific points in time,
based on relevant market information and information about the financial instrument. These estimates do not reflect any premium
or discount that could result from offering for sale at one time the Bank’s entire holdings of a particular financial instrument and
therefore do not represent an “exit price”. Because no market exists for a significant portion of the Bank’s financial instruments,
fair value estimates were based on judgments regarding future expected loss experience, current economic conditions, risk
characteristics of various financial instruments, and other factors. These estimates were subjective in nature and involved
uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions
could significantly affect the estimates.
F-46
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
Fair Value of Financial Instruments
Financial Assets
December 31, 2017
Carrying
Amount
December 31, 2016
Carrying
Fair Value Amount Fair Value
(In thousands)
218,017
Cash and due from banks .......................................................... $
Short-term investments .............................................................
967,067
Securities available-for-sale ...................................................... 1,333,626 1,333,626 1,314,345 1,314,345
7,500
Loans held for sale ....................................................................
Loans, net ................................................................................. 12,743,766 12,663,049 11,077,315 11,006,344
17,250
Investment in Federal Home Loan Bank stock .........................
79
Warrants ...................................................................................
247,056 $
292,745
218,017 $
967,067
247,056 $
292,745
23,085
91
23,085
91
17,250
79
8,000
7,500
8,000
Foreign exchange contracts ...................................................... $ 108,530 $
514,159
Interest rate swaps ....................................................................
Notional
Amount Fair Value Amount Fair Value
1,302
938
82,439 $
361,526
1,832 $
5,218
Notional
Financial Liabilities
Carrying
Amount
Carrying
Fair Value Amount Fair Value
Deposits .................................................................................... $ 12,689,893 $ 12,700,674 $11,674,726 $ 11,680,017
351,989
Securities sold under agreements to repurchase .......................
350,062
Advances from Federal Home Loan Bank ...............................
15,944
Other borrowings ......................................................................
63,169
Long-term debt .........................................................................
100,163
429,482
51,075
141,865
100,000
430,000
52,885
194,136
350,000
350,000
17,662
119,136
Option contracts ........................................................................ $
Foreign exchange contracts ......................................................
Interest rate swaps ....................................................................
Notional
Notional
Amount Fair Value Amount Fair Value
121
9 $
3,132
453
3,744
2,699
12,117 $
89,545
119,136
1,014 $
32,127
145,399
Off-Balance Sheet Financial Instruments
Commitments to extend credit .................................................. $ 2,366,368 $
140,814
Standby letters of credit ............................................................
27,353
Other letters of credit ................................................................
24
Bill of lading guarantees ...........................................................
(7,224) $ 2,062,241 $
75,396
(1,805)
37,283
(52)
75
(0)
(6,025)
(668)
(16)
(0)
Notional
Amount Fair Value Amount Fair Value
Notional
F-47
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
The following tables present the level in the fair value hierarchy for the estimated fair values of only financial instruments
that are not already on the Consolidated Balance Sheets at fair value at December 31, 2017, and December 31, 2016.
As of December 31, 2017
Estimated
Fair Value
Measurements Level 1
Level 2
Level 3
(In thousands)
Financial Assets
Cash and due from banks .................................................. $
Short-term investments .....................................................
Securities available-for-sale ..............................................
Loans held-for-sale ...........................................................
Loans, net .........................................................................
Investment in Federal Home Loan Bank stock .................
Warrants ...........................................................................
247,056 $
292,745
1,333,626
8,000
12,663,049
23,085
91
Financial Liabilities
-
- $
247,056 $
-
-
292,745
-
277,622 1,056,004
-
8,000
- 12,663,049
-
91
23,085
-
-
-
-
-
Deposits ............................................................................
Securities sold under agreement to repurchase .................
Advances from Federal Home Loan Bank .......................
Other borrowings ..............................................................
Long-term debt .................................................................
12,700,674
100,163
429,482
51,075
141,865
-
-
-
-
-
- 12,700,674
-
-
51,075
-
100,163
429,482
-
141,865
As of December 31, 2016
Estimated
Fair Value
Measurements Level 1
Level 2
Level 3
(In thousands)
Financial Assets
Cash and due from banks .................................................. $
Short-term investments .....................................................
Securities available-for-sale ..............................................
Loans held-for-sale ...........................................................
Loans, net .........................................................................
Investment in Federal Home Loan Bank stock .................
Warrants ...........................................................................
218,017 $
967,067
1,314,345
7,500
11,006,344
17,250
79
218,017 $
967,067
513,376
-
-
-
-
- $
-
-
-
800,969
-
7,500
-
- 11,006,344
-
79
17,250
-
Financial Liabilities
Deposits ............................................................................
Securities sold under agreement to repurchase .................
Advances from Federal Home Loan Bank .......................
Other borrowings ..............................................................
Long-term debt .................................................................
11,680,017
351,989
350,062
15,944
63,169
-
-
-
-
-
- 11,680,017
-
-
15,944
-
351,989
350,062
-
63,169
17. Employee Benefit Plans
Employee Stock Ownership Plan. Under the Company’s Amended and Restated Cathay Bank Employee Stock Ownership
Plan (“ESOP”), the Company can make annual contributions to a trust in the form of either cash or common stock of the Bancorp
for the benefit of eligible employees. Employees are eligible to participate in the ESOP after completing two years of service for
salaried full-time employees or 1,000 hours for each of two consecutive years for salaried part-time employees. The amount of
the annual contribution is discretionary except that it must be sufficient to enable the trust to meet its current obligations. The
Company also pays for the administration of this plan and of the trust. The Company has not made contributions to the trust since
2004 and does not expect to make any contributions in the future. Effective June 17, 2004, the ESOP was amended to provide
the participants the election either to reinvest the dividends on the Company stock allocated to their accounts or to have these
2017,
dividends
participant.
distributed
purchased
16,458
shares
ESOP
trust
The
the
in
to
F-48
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
19,377 shares in 2016, and 18,012 shares in 2015, of the Bancorp’s common stock at an aggregate cost of $646,000 in 2017,
$600,000 in 2016, and $541,000 in 2015. The distribution of benefits to participants totaled 57,014 shares in 2017, 103,367
shares in 2016, and 107,202 shares in 2015. As of December 31, 2017, the ESOP owned 865,167 shares, or 1.1%, of the
Company’s outstanding common stock.
401(k) Plan. In 1997, the Board approved the Company’s 401(k) Profit Sharing Plan, which began on March 1, 1997.
Salaried employees who have completed three months of service and have attained the age of 21 are eligible to participate.
Enrollment dates are on the first of each month. Participants may contribute up to 75% of their eligible compensation for the year
but not to exceed the dollar limit set by the Internal Revenue Code. Participants may change their contribution election on the
enrollment dates. The vesting schedule for the matching contribution is 0% for less than two years of service, 25% after two
years of service and from then on, at an increment of 25% each year until 100% is vested after five years of service. Effective on
October 1, 2014, the Company matches 100% on the first 4.0% of eligible compensation contributed per pay period by the
participant, after one year of service. The Company’s contribution amounted to $2.3 million in 2017, $2.1 million in 2016, and
$2.0 million in 2015. The Plan allows participants to withdraw all or part of their vested amount in the Plan due to certain financial
hardship as set forth in the Internal Revenue Code and Treasury Regulations. Participants may also borrow up to 50% of the
vested amount, with a maximum of $50,000. The minimum loan amount is $1,000.
18. Equity Incentive Plans
In May 2015, the stockholders of the Company approved, the amended, and restated 2005 Incentive Plan which provides
that 3,562,168 shares of the Company’s common stock may be granted as incentive or non-statutory stock options, or as restricted
stock, or as restricted stock units. As of December 31, 2017, the only options granted by the Company under the 2005 Incentive
Plan, as amended and restated, were non-statutory stock options to selected bank officers and non-employee directors at exercise
prices equal to the fair market value of a share of the Company’s common stock on the date of grant. Such options have a
maximum ten-year term and vest in 20% annual increments (subject to early termination in certain events). If such options expire
or terminate without having been exercised, any shares not purchased will again be available for future grants or awards. There
were no options granted during the three years ended 2017. The Company expects to issue new shares to satisfy stock option
exercises and the vesting of restricted stock units.
Cash received from exercises of stock options totaled $1.1 million for 46,790 shares in 2017, $7.7 million for 327,830 shares
in 2016, and $5.0 million for 214,580 shares in 2015. Aggregate intrinsic value for options exercised was $663,000 in 2017
compared to $4.0 million in 2016.
A summary of stock option activity for 2017, 2016, and 2015 follows:
Weighted-
Average
Weighted-
Average
Remaining
Contractual
Shares
Exercise Price Life (in years)
Balance, December 31, 2014 .................
Exercised ...........................................
Forfeited ............................................
Balance, December 31, 2015 .................
Exercised ...........................................
Forfeited ............................................
Balance, December 31, 2016 .................
Exercised ...........................................
Balance, December 31, 2017 .................
Exercisable, December 31, 2017 ...........
2,332,904
(214,580) $
(1,087,154)
1,031,170
(327,830) $
(620,670)
82,670
(46,790) $
35,880
35,880 $
32.34
23.37
35.13
31.27
23.37
36.50
23.37
23.37
23.37
23.37
F-49
Aggregate
Intrinsic Value
(in thousands)
1,388
1.2 $
0.9 $
3,268
1.1 $
1,211
0.1 $
0.1 $
675
675
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
At December 31, 2017, 2,776,289 shares were available under the 2005 Incentive Plan for future grants.
In addition to stock options, the Company also grants restricted stock units to eligible employees which vest subject to
continued employment at the vesting dates.
The Company granted restricted stock units for 87,781 shares at an average closing price of $38.59 per share in 2017, 88,693
shares at an average closing price of $30.37 per share in 2016, and for 72,900 shares at an average closing price of $28.11 per
share in 2015. The restricted stock units granted are scheduled to vest three years from grant date.
In December 2013, the Company granted performance share unit awards in which the number of units earned is calculated
based on the relative total shareholder return (“TSR”) of the Company’s common stock as compared to the TSR of the KBW
Regional Banking Index. In addition, the Company granted performance share unit awards in which the number of units earned
is determined by comparison to the targeted EPS as defined in the award for the 2014 to 2016 period. In December 2016, in
addition to TSR and EPS awards, the Company granted performance share unit awards in which the number of units earned is
determined by comparison to the targeted return of assets ROA as defined in the award for December 2016. Performance TSR
restricted stock units for 119,840 shares and performance EPS restricted stock units for 116,186 shares were granted to eight
executive officers in 2013. In December 2014, the Company granted additional performance TSR restricted stock units for 60,456
shares and performance EPS restricted stock units for 57,642 shares were granted to seven executive officers. In December 2015,
the Company granted additional performance TSR restricted stock units for 61,209 shares and performance EPS restricted stock
units for 57,409 shares were granted to seven executive officers. In December 2016, the Company granted additional performance
TSR restricted stock units for 30,319 shares, performance EPS restricted stock units for 58,241 shares, and performance ROA
restricted stock units for 29,119 shares were granted to seven executive officers. In December 2017, the Company granted
additional performance TSR restricted stock units for 23,556 shares and performance ROA restricted stock units for 22,377
shares to six executive officers. Performance TSR, performance EPS, and performance ROA share awarded are scheduled to vest
three years from grant date.
The following table presents restricted stock unit activity for 2017, 2016, and 2015:
Balance at December 31, 2014..............................................................................................................
Granted ..............................................................................................................................................
Vested ...............................................................................................................................................
Cancelled or forfeited ........................................................................................................................
Balance at December 31, 2015..............................................................................................................
Granted ..............................................................................................................................................
Vested ...............................................................................................................................................
Cancelled or forfeited ........................................................................................................................
Balance at December 31, 2016..............................................................................................................
Granted ..............................................................................................................................................
Vested ................................................................................................................................................
Cancelled or forfeited ........................................................................................................................
Balance at December 31, 2017..............................................................................................................
Units
386,465
191,518
(26,924)
(8,684)
542,375
206,372
(13,780)
(7,548)
727,419
247,045
(395,502)
(17,352)
561,610
All awards are deemed probable of issuance and the compensation expense recorded for restricted stock units was $5.2
million in 2017, $4.4 million in 2016, and $4.5 million in 2015. Unrecognized stock-based compensation expense related to
restricted stock units was $9.5 million at December 31, 2017, and is expected to be recognized over the next two years.
The Company adopted ASU 2016-09 in 2017 where all excess tax benefits and tax deficiencies from share based payments
are recognized as income tax expense or benefit in the income statement instead of the previous accounting which credited excess
tax benefits to additional paid-in capital and tax deficiencies as a charge to income tax expense or as an offset to accumulated
excess tax benefits, if any. In 2015, the Company recognized a short-fall of tax deductions in excess of grant-date fair value of
$5.4 million and a benefit of tax deductions on grant-date fair value of $6.5 million for a total benefit of tax deductions of $1.1
million.
F-50
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
19. Condensed Financial Information of Cathay General Bancorp
The condensed financial information of the Bancorp as of December 31, 2017, and December 31, 2016, and for the years
ended December 31, 2017, 2016, and 2015 is as follows:
Balance Sheets
Assets
Cash................................................................................................................................................ $
Cash pledged as margin for interest rate swaps ..............................................................................
Short-term certificates of deposit ...................................................................................................
Securities available for sale ............................................................................................................
Investment in Cathay Bank subsidiary ...........................................................................................
Investment in non-bank subsidiaries ..............................................................................................
Other assets ....................................................................................................................................
Total assets ................................................................................................................................. $
Liabilities
Junior subordinated debt ................................................................................................................ $
Long-term Debt ..............................................................................................................................
Deferred payments from acquisition ..............................................................................................
Other liabilities ...............................................................................................................................
Total liabilities ...........................................................................................................................
Commitments and contingencies ....................................................................................................
Stockholders' equity
Common stock, $0.01 par value, 100,000,000 shares authorized, 89,104,022 issued and
80,893,379 outstanding at December 31, 2017, and 87,820,920 issued and 79,610,277
outstanding at December 31, 2016 .........................................................................................
Additional paid-in-capital ...............................................................................................................
Accumulated other comprehensive loss, net ..................................................................................
Retained earnings ...........................................................................................................................
Treasury stock, at cost (8,210,643 shares at December 31, 2017, and at December 31, 2016) ......
Total stockholders' equity ...............................................................................................................
Total liabilities and stockholders' equity ........................................................................................ $
Statements of Operations
As of December 31,
2017
2016
(In thousands, except
share and per share data)
44,645 $
4,506
327
19,806
2,134,445
4,799
6,831
2,215,359 $
119,136 $
75,000
35,404
12,515
242,055
-
891
932,874
(2,511)
1,281,639
(239,589)
1,973,304
2,215,359 $
34,596
6,895
325
18,129
1,879,868
5,448
6,674
1,951,935
119,136
-
-
4,260
123,396
-
878
895,480
(3,715)
1,175,485
(239,589)
1,828,539
1,951,935
Cash dividends from Cathay Bank and Far East National Bank ................... $
Cash dividends from GBC Venture Capital ..................................................
Interest income ..............................................................................................
Interest expense .............................................................................................
Non-interest income/(loss) ............................................................................
Gain from acquisition ....................................................................................
Non-interest expense .....................................................................................
Income before income tax benefit .................................................................
Income tax benefit .........................................................................................
Income before undistributed earnings of subsidiaries ...................................
Undistributed earnings of subsidiary .............................................................
Net income .................................................................................................... $
2017
Year Ended December 31,
2016
(In thousands)
2015
265,207 $
-
221
7,637
1,909
5,628
6,726
258,602
(5,687)
264,289
(88,247)
176,042 $
113,448 $
950
48
5,791
(488 )
-
3,756
104,411
(4,199 )
108,610
66,489
175,099 $
163,301
-
68
5,776
(1,858 )
-
4,644
151,091
(5,134 )
156,225
4,884
161,109
F-51
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
Statements of Cash Flows
Cash flows from Operating Activities
Net income ......................................................................................... $
Adjustments to reconcile net income to net cash provided by
operating activities:
Equity in undistributed earnings of subsidiaries ................................
Dividends in excess of earnings of non-bank subsidiaries .................
Write-downs on venture capital and other investments ......................
Write-downs on impaired securities ...................................................
Loss in fair value of warrants .............................................................
Stock issued to directors as compensation .........................................
Excess tax short-fall from stock options ............................................
Net change in other assets ..................................................................
Net change in other liabilities .............................................................
Net cash provided by operating activities .........................................
Cash flows from Investment Activities
(Increase)/decrease in short-term investment .....................................
Proceeds from sale of available-for-sale securities ............................
Purchase of available-for-sale securities ............................................
Venture capital and other investments ...............................................
Acquisitions, net of cash acquired ......................................................
Net cash (used in)/provided by investment activities ........................
Cash flows from Financing Activities
Proceeds of issuance of long-term debt ..............................................
Cash dividends ...................................................................................
Proceeds from shares issued under the Dividend Reinvestment Plan
Proceeds from exercise of stock options ............................................
Taxes paid related to net share settlement of RSUs ...........................
Excess tax short-fall from share-based payment arrangements ..........
Purchase of treasury stock ..................................................................
Net cash used in financing activities .................................................
Increase/(Decrease) in cash and cash equivalents ..............................
Cash and cash equivalents, beginning of the year ..............................
Cash and cash equivalents, end of the year ........................................ $
20. Dividend Reinvestment Plan
2017
Year Ended December 31,
2016
(In thousands)
2015
176,042 $
175,099 $
161,109
88,247
-
254
-
(12)
550
-
(2,138)
5,949
268,892
(2)
12,580
(2,759)
671
(275,328)
(264,838)
75,000
(69,888)
2,528
1,094
(5,128)
-
-
3,606
7,660
41,491
49,151 $
(67,770 )
1,281
503
206
(17 )
550
-
(1,136 )
(756 )
107,960
23,999
294
-
134
-
24,427
-
(59,274 )
2,277
7,661
(103 )
-
(54,441 )
(103,880 )
28,507
12,984
41,491 $
(4,884 )
-
468
-
-
495
5,348
619
(5,438 )
157,717
(1,121 )
-
(410 )
-
(57,006 )
(58,537 )
-
(45,283 )
4,175
5,014
(227 )
(5,348 )
(59,412 )
(101,081 )
(1,901 )
14,885
12,984
The Company has a Dividend Reinvestment Plan which allows for participants’ reinvestment of cash dividends and certain
optional additional investments in the Bancorp’s common stock. Shares issued under the plan and the consideration received
were 65,044 shares for $2.5 million in 2017, 72,231 shares for $2.3 million in 2016, and 148,582 shares for $4.2 million in 2015.
F-52
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
21. Regulatory Matters
The Bank is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet
minimum capital requirements can result in certain mandatory and possibly additional discretionary actions by regulators that, if
undertaken, could have a direct material effect on the Bank’s financial statements. Under capital adequacy guidelines and the
regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative
measures of the Bank’s assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices.
The Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk
weightings, and other factors.
The Federal Deposit Insurance Corporation has established five capital ratio categories: “well capitalized,” “adequately
capitalized,” “undercapitalized,” “significantly undercapitalized,” and “critically undercapitalized.” A well capitalized institution
must have a common equity tier 1 capital ratio equal to or greater than 6.5%, a Tier 1 risk-based capital ratio equal to or greater
than 8%, a total risk-based capital ratio equal to or greater than 10%, and a Tier 1 leverage capital ratio equal to or greater than
5%. At December 31, 2017 and 2016, the Bank qualified as well capitalized under the regulatory framework for prompt corrective
action.
The Bancorp’s and the Bank’s capital and leverage ratios as of December 31, 2017, and December 31, 2016, are presented
in the tables below:
(Dollars in thousands)
December 31, 2017
Balance
%
December 31, 2016
%
Balance
December 31, 2017
%
Balance
December 31, 2016
%
Balance
Cathay General Bancorp
Cathay Bank
Common equity Tier 1
capital (to risk-weighted
assets) ............................. $ 1,572,025
12.19 $ 1,459,351
12.84 $ 1,734,719
13.46 $ 1,515,096
13.35
Common equity Tier 1
capital minimum
requirement .....................
Excess ........................... $
Tier 1 capital (to risk-
580,552
991,473
4.50
7.69 $
511,590
947,761
579,921
4.50
8.34 $ 1,154,798
510,582
4.50
8.96 $ 1,004,514
4.50
8.85
weighted assets) .............. $ 1,572,025
12.19 $ 1,574,806
13.85 $ 1,734,719
13.46 $ 1,515,096
13.35
Tier 1 capital minimum
requirement .....................
Excess ........................... $
774,070
797,955
6.00
6.19 $
682,120
892,686
6.00
7.85 $
773,229
961,490
6.00
7.46 $
680,776
834,320
6.00
7.35
Total capital (to risk-
weighted assets) .............. $ 1,820,860
14.11 $ 1,702,144
14.97 $ 1,862,806
14.45 $ 1,637,286
14.43
Total capital minimum
requirement ..................... 1,032,093
788,767
Excess ........................... $
8.00
6.11 $
909,493
792,651
8.00 1,030,971
831,835
6.97 $
8.00
6.45 $
907,701
729,585
8.00
6.43
Tier 1 capital (to average
assets) – Leverage ratio .. $ 1,572,025
10.35 $ 1,574,806
11.57 $ 1,734,719
11.82 $ 1,515,096
11.16
Minimum leverage
requirement .....................
Excess ........................... $
607,349
964,676
544,614
4.00
6.35 $ 1,030,192
586,959
4.00
7.57 $ 1,147,760
4.00
7.82 $
543,059
972,037
4.00
7.16
Risk-weighted assets ......... $ 12,901,161
Total average assets (1) ....... $ 15,183,720
$ 11,368,663
$ 13,615,348
$ 12,887,142
$ 14,673,981
$ 11,346,260
$ 13,576,477
(1) The quarterly total average assets reflect all debt securities at amortized cost, equity security with readily determinable fair values at
the lower of cost or fair value, and equity securities without readily determinable fair values at historical cost.
F-53
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
22. Balance Sheet Offsetting
Certain financial instruments, including resell and repurchase agreements, securities lending arrangements and derivatives,
may be eligible for offset in the consolidated balance sheet and/or subject to master netting arrangements or similar agreements.
The Company’s securities sold with agreements to repurchase and derivative transactions with upstream financial institution
counter parties are generally executed under International Swaps and Derivative Association master agreements which include
“right of set-off” provisions. In such cases, there is generally a legally enforceable right to offset recognized amounts and there
may be an intention to settle such amounts on a net basis. Nonetheless, the Company does not generally offset such financial
instruments for financial reporting purposes.
Financial instruments that are eligible for offset in the condensed consolidated balance sheets, as of December 31, 2017, and
December 31, 2016, are presented in the following tables:
Gross Amounts Not Offset in the
Balance Sheet
Gross
Amounts
Offset in
the Balance
Sheet
Gross
Amounts
Recognized
Net
Amounts
Presented
in the
Balance
Sheet
Financial
Instruments
Collateral
Posted
Net
Amount
December 31, 2017
(In thousands)
Assets:
Derivatives ............................................. $
Liabilities:
Securities sold under agreements to
5,218 $
- $
5,218 $
- $
- $
5,218
repurchase ............................................ $ 100,000 $
2,699 $
Derivatives ............................................. $
- $ 100,000 $
2,699 $
- $
- $ (100,000) $
(2,699) $
- $
-
-
December 31, 2016
Assets:
Derivatives ............................................. $
Liabilities:
Securities sold under agreements to
938 $
- $
938 $
- $
- $
938
repurchase ............................................ $ 350,000 $
3,744 $
Derivatives ............................................. $
- $ 350,000 $
3,744 $
- $
- $ (350,000) $
(3,744) $
- $
-
-
F-54
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
23. Quarterly Results of Operations (Unaudited)
The following table sets forth selected unaudited quarterly financial data:
Summary of Operations
2017
2016
Fourth Third Second First
Quarter Quarter Quarter Quarter Quarter Quarter Quarter Quarter
(In thousands, except per share data)
Fourth Third Second First
Interest income .............. $ 155,640 $ 154,078 $ 135,629 $ 130,804 $ 130,668 $ 124,155 $ 121,902 $ 122,345
Interest expense ............. 22,593 20,882 18,277 18,690 20,766 20,331 20,126 19,977
Net interest income ....... 133,047 133,196 117,352 112,114 109,902 103,824 101,776 102,368
Reversal for credit
losses ...........................
-
-
-
(2,500)
-
-
(5,150 ) (10,500)
Net-interest income
after reversal for loan
losses ........................... 133,047 133,196 117,352 114,614 109,902 103,824 106,926 112,868
7,541
Non-interest income ...... 10,466 12,961
Non-interest expense ..... 66,407 61,248 56,658 51,886 53,503 50,737 68,879 51,571
Income before income
6,152
7,961
6,718
8,811
9,057
tax expense.................. 77,106 84,909 66,846 69,446 64,360 61,898 47,104 68,838
Income tax expense ....... 51,166 35,163 15,431 20,505 16,345 15,808 12,273 22,675
Net income .................... $ 25,940 $ 49,746 $ 51,415 $ 48,941 $ 48,015 $ 46,090 $ 34,831 $ 46,163
Net income per common
0.32 $
0.32 $
0.62 $
0.61 $
0.64 $
0.64 $
0.61 $
0.61 $
0.61 $
0.60 $
0.58 $
0.58 $
0.44 $
0.44 $
0.58
0.57
share
Basic .......................... $
Diluted ....................... $
24. Subsequent Events
Dividend Declared
On February 15, 2018, the Company’s Board declared first quarter 2018 dividends for the Company’s common stock. The
common stock cash dividend of $0.24 per share will be paid on March 12, 2018 to stockholders of record on March 1, 2018.
The Company has evaluated the effect of events that have occurred subsequent to December 31, 2017, through the date of
issuance of the Consolidated Financial Statements, and there have been no material events that would require recognition in the
Consolidated Financial Statements or disclosure in the notes to the Consolidated Financial Statements.
F-55
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Overseas Branch
Hong Kong
3008, 30/F, Tower 2,
The Gateway
25 Canton Road
Tsim Sha Tsui
Kowloon, Hong Kong
t 852 3710 1333
f 852 2810 1652
Overseas
Representative Offices
Beijing
Room 911, Scitech Tower
No. 22, Jianguo Men Wai
Ave., Chaoyang District
Beijing 100004
People’s Republic of China
t 86 10 68492666
f 86 10 68492665
Shanghai
RM 1806, JingAn
Kerry Center, Tower 1
1515 Nanjing West Rd.
Shanghai, 200040
People’s Republic of China
t 86 21 5298 5656
f 86 21 5298 6161
Taipei
146 Sung Chiang Rd.
6/F, Ste. 3
Taipei, Taiwan
t 886 2 2537 5057
f 886 2 2537 5059
Registrar and
Transfer Agent
American Stock Transfer
and Trust Company, LLC
6201 15th Ave.
Brooklyn, NY 11219
t 800 937 5449
Corporate
Headquarters
777 N. Broadway
Los Angeles, CA 90012
t 213 625 4700
f 213 625 1368
Corporate Center
9650 Flair Dr.
El Monte, CA 91731
t 626 279 3298
f 626 279 3295
Southern California
Alhambra
601 N. Atlantic Blvd.
Alhambra, CA 91801
t 626 284 6556
f 626 282 3496
Arcadia
1139 W. Huntington Dr.
Arcadia, CA 91007
t 626 574 7767
f 626 574 3075
Arcadia Duarte
635-637 West Duarte Rd.
Arcadia, CA 91007
t 626 821 3300
f 626 821 3301
Cerritos Valley
18643 S. Pioneer Blvd.
Artesia, CA 90701
t 562 809 1300
f 562 809 1415
City of Industry
1250 S. Fullerton Rd.
City of Industry, CA 91748
t 626 810 1088
f 626 964 4784
City of Industry Colima
17851 Colima Rd.
Ste. B
City of Industry, CA 91748
t 626 854 8450
f 626 854 2824
Diamond Bar
1195 S. Diamond Bar Blvd.
Diamond Bar, CA 91765
t 909 860 8299
f 909 861 0920
El Monte
9650 Flair Dr.
El Monte, CA 91731
t 626 279 3298
f 626 279 3295
Fountain Valley
17860 Newhope St.
Ste. 104
Fountain Valley, CA 92708
t 714 619 0268
f 714 619 0278
Irvine
15323 Culver Dr.
Irvine, CA 92604
t 949 559 7500
f 949 559 7508
Irvine Barranca
4010 Barranca Pkwy.
Ste. 150
Irvine, CA 92604
t 949 551 1991
f 949 551 2438
Irvine Walnut
14439 Culver Dr.
Irvine, CA 92604
t 949 936 1100
f 949 262 0905
Los Angeles
777 N. Broadway
Los Angeles, CA 90012
t 213 625 4791
f 213 625 1368
Monterey Park
250 S. Atlantic Blvd.
Monterey Park, CA 91754
t 626 588 1911
f 626 281 2956
Monterey Park Cadiz
809 S. Atlantic Blvd.
Ste. 101
Monterey Park, CA 91754
t 626 293 5100
f 626 284 1077
Northridge
9045 Corbin Ave.
Ste. 100
Northridge, CA 91324
t 818 886 3578
f 818 886 8057
Ontario
2000A S. Grove Ave.
Ste. 103
Ontario, CA 91761
t 909 923 8081
f 909 923 5378
Orange
2263 N. Tustin St.
Orange, CA 92865
t 714 283 8688
f 714 283 1988
Rancho Cucamonga
9759 Baseline Rd.
Rancho Cucamonga,
CA 91730
t 909 942 3870
f 909 989 7456
Rowland Heights
17432 Colima Rd.
Rowland Heights, CA 91748
t 626 333 8533
f 626 336 4227
San Diego
4688 Convoy St.
San Diego, CA 92111
t 858 277 2030
f 858 277 3339
San Gabriel
825 E. Valley Blvd.
San Gabriel, CA 91776
t 626 573 1000
f 626 573 0983
Torrance
23211 Hawthorne Blvd.
Ste. 108
Torrance, CA 90505
t 310 373 9070
f 424 212 5091
Valley Stoneman
43 E. Valley Blvd.
Alhambra, CA 91801
t 626 576 7600
f 626 576 5831
West Covina
2672 E. Garvey Ave. S.
West Covina, CA 91791
t 626 646 1156
f 626 430 3077
Westminster
9121 Bolsa Ave.
Westminster, CA 92683
t 714 890 7118
f 714 892 8420
Northern California
Berkeley Richmond
3288 Pierce St.
Ste. D-101
Richmond, CA 94804
t 510 526 8898
f 510 526 0639
Cupertino
10480 S. De Anza Blvd.
Cupertino, CA 95014
t 408 255 8300
f 408 255 8373
Cupertino West
10465 S. De Anza Blvd.
Cupertino, CA 95014
t 408 342 8000
f 408 257 6594
Dublin
7190 Regional St.
Dublin, CA 94568
t 925 551 8300
f 925 551 8310
Fremont
46324 Warm Springs Blvd.
Ste. 707
Fremont, CA 94539
t 510 624 8800
f 510 683 9947
Millbrae
1095 El Camino Real
Millbrae, CA 94030
t 650 652 0188
f 650 652 0180
Milpitas
1759 N. Milpitas Blvd.
Milpitas, CA 95035
t 408 262 0280
f 408 262 0780
Oakland
710 Webster St.
Oakland, CA 94607
t 510 208 3700
f 510 208 3727
Sacramento
4970 Freeport Blvd.
Sacramento, CA 95822
t 916 428 4890
f 916 428 4966
San Francisco
540 Montgomery St.
San Francisco, CA 94111
t 415 398 3122
f 415 398 3117
San Francisco Clement
919 Clement St.
San Francisco, CA 94118
t 415 831 1288
f 415 422 0917
San Francisco Pine
333 Pine St.
Ste. 100
San Francisco, CA 94104
t 415 986 2300
f 415 677 8581
San Jose
2010 Tully Rd.
San Jose, CA 95122
t 408 238 8880
f 408 238 2302
San Jose Brokaw
1708 Oakland Rd.
Ste. 400
San Jose, CA 95131
t 408 437 6188
f 408 437 6180
Union City
1701 Decoto Rd.
Union City, CA 94587
t 510 675 9190
f 510 675 9312
New York
Bensonhurst
6912 18th Ave.
Brooklyn, NY 11204
t 718 306 5355
f 718 256 3605
Brooklyn
5402 8th Ave.
Brooklyn, NY 11220
t 718 435 0800
f 718 633 0128
Chatham Square
16-18 E. Broadway
New York, NY 10002
t 212 941 8500
f 212 941 8493
Elmhurst
82-62 Broadway
Elmhurst, NY 11373
t 718 446 9700
f 718 446 8707
Flushing
40-14 Main St.
Flushing, NY 11354
t 718 886 5225
f 718 961 7680
Flushing North
36-54 Main St.
Flushing, NY 11354
t 718 683 3800
f 718 460 4509
Flushing Roosevelt
135-34 Roosevelt Ave.
Flushing, NY 11354
t 718 961 9700
f 718 961 6721
Flushing South
41-48 Main St.
Flushing, NY 11355
t 718 886 7500
f 718 886 6938
Midtown
235 5th Ave.
New York, NY 10016
t 212 725 3800
f 212 683 7822
New York Chinatown
45 E. Broadway
New York, NY 10002
t 212 732 0200
f 212 732 7389
New York Chinatown
Park Row
23 Chatham Square
New York, NY 10038
t 212 693 9700
f 212 693 9707
Soho
129 Lafayette St.
New York, NY 10013
t 646 307 8300
f 646 613 8025
Illinois
Broadway
5000 N. Broadway
Chicago, IL 60640
t 773 561 2300
f 773 561 3003
Chicago Chinatown
222 W. Cermak Rd.
Chicago, IL 60616
t 312 225 5991
f 312 225 2627
Westmont
665 Pasquinelli Dr.
#B104
Westmont, IL 60559
t 630 325 7988
f 630 325 7442
Washington
Bellevue
13238 NE 20th St.
Ste. 200
Bellevue, WA 98005
t 425 644 8822
f 425 644 6818
Kent
18030 E. Valley Hwy.
Kent, WA 98032
t 425 656 0278
f 425 656 0687
Seattle
621 S. Lane St.
Seattle, WA 98104
t 206 223 2890
f 206 223 3735
Texas
Houston
9440 Bellaire Blvd.
Ste. 118
Houston, TX 77036
t 713 278 9599
f 713 278 9699
Plano
2001 Coit Rd.
#160
Plano, TX 75075
t 972 618 2000
f 972 312 9681
Maryland
Rockville
650 Hungerford Dr.
(Route 355)
Rockville, MD 20850
t 301 738 9700
f 301 738 9923
Massachusetts
Boston
621 Washington St.
Boston, MA 02111
t 617 338 4700
f 617 338 1674
Nevada
Las Vegas
6110 Spring Mountain Rd.
Las Vegas, NV 89146
t 702 453 8889
f 702 263 8889
New Jersey
Edison
1775 Route 27
Edison, NJ 08817
t 732 985 8880
f 732 985 6689
Forward-Looking Statement
Our annual report includes forward-looking statements within the meaning of the applicable provisions of the
Private Securities Litigation Reform Act of 1995 regarding management’s beliefs, projections, and assumptions
concerning future results and events. We intend such forward-looking statements to be covered by the safe
harbor for forward-looking statements in these provisions. All statements other than statements of historical
fact are “forward-looking statements” for purposes of federal and state securities laws. Words such as “aims,”
“anticipates,” “believes,” “can,” “continue,” “could,” “estimates,” “expects,” “hopes,” “intends,” “may,” “optimistic,”
“plans,” “predicts,” “possible,” “potential,” “projects,” “seeks,” “shall,” “should,” “will,” and variations of these words
and similar expressions are intended to identify these forward-looking statements. Forward-looking statements
by us are based on estimates, beliefs, projections, and assumptions of management and are not guarantees
of future performance. These forward-looking statements are subject to certain risks and uncertainties that
could cause actual results to differ materially from our historical experience and our present expectations or
projections. These and other factors are described in our Annual Report on Form 10-K (at Item 1A in particular)
for the year ended December 31, 2017, which with a more detailed disclaimer under the caption “Forward-
Looking Statements” is included with this annual report; in other reports filed with the Securities and Exchange
Commission (the “SEC”); and in other filings we make with the SEC from time to time. Given these risks and
uncertainties, readers are cautioned not to place undue reliance on any forward-looking statements, which speak
to the date of this annual report. We have no intention and undertake no obligation to update any forward-
looking statements or to publicly announce any revision of any forward-looking statements to reflect future
developments or events, except as required by law.
Cathay General Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2017, and other filings
with the SEC are available at the website maintained by the SEC at http://www.sec.gov, or by request directed
to Cathay General Bancorp, 9650 Flair Drive, El Monte, California 91731, Attention: Investor Relations, (626)
279-3296. These reports and filings are also available at http://www.cathaygeneralbancorp.com. The information
contained on the websites at Cathay General Bancorp and Cathay Bank is not part of this Annual Report.
Cathay Bank, Member FDIC, is an Equal Housing Lender.
FDIC insurance coverage is limited to deposit accounts at Cathay Bank’s U.S. domestic branch locations.
Non-Deposit Investment Products are NOT A DEPOSIT | NOT FDIC INSURED | NOT INSURED BY ANY
FEDERAL GOVERNMENT AGENCY | NO BANK GUARANTEE | MAY LOSE VALUE.
777 North Broadway
Los Angeles, CA 90012
T 213 625 4700
F 213 625 1368
cathaygeneralbancorp.com
cathaybank.com
A perspective from Professor Wang Shouzhi on the Cathay rebranded logo
developed by a global strategic branding firm:
“The new logo of Cathay Bank is a remarkable one. Its design follows the
traditional Chinese stamp or personal seal in a rounded corner square shape,
demonstrating completeness, harmony, smoothness and balance. The stamp
style design includes elements of Ying and Yang with concave and convex
texture. The letter C (Cathay) represents open arms and welcoming attitude,
and letter B (Bank) represents embracement, inclusivity, stability. The logo
contains components of traditional Chinese culture and is also internationally
appealing. As one of the important visual elements, the new logo developed a
great foundation of Cathay Bank’s rebranding effort.”
Professor Wang Shouzhi specialized in design theory and history. He is
currently a professor of the American Academy of Design Education, the
Southern California School of Architecture, and dean of the Yangtze River Art
and Design College at Shantou University, China.
王受之教授分享他對由一家全球品牌公司所設計之國泰銀行新企業商標的
看法：
「國泰銀行新標誌傳承了原標誌走中國金石印鑑的設計套路，突出了完整、和
諧、園泛、陰陽互補的設計特點。整個設計用的是類似圓角的方形印章形式，
B
具有雙臂張開、歡迎客戶的
（
陰陽文分別代表了
），
姿態特點，而
則是一個擁抱、包容的形象，這兩者正是國泰銀行開放、包容、
和諧、穩固的形象綜合。既有中國元素，同時又具有很強的國際化特點。作為
肩負企業品牌重塑的重要標誌設計，這是一個很好的基礎。」
C
（國泰
Cathay
Bank
）和
C
B
王受之教授，設計理論和設計歷史專家，現為美國藝術中心設計學院終身教
授，美國南加州建築學院教授， 及中國汕頭大學長江藝術與設計學院院長。