2022 Annual Report
Applaud Our History,
Celebrate the Present,
Shape the Future
Y E A R S
Cathay Bank is the first commercial bank in Southern California
founded by Chinese Americans, and we have come a long way
since we opened our doors in 1962. As a company with a proud
history, at no time was this more apparent than this year as we
celebrated our 60th anniversary—our diamond jubilee.
Expanding our reach, we continue to grow, and we now operate
over 60 branches across the United States in California, New
York, Washington, Texas, Illinois, Massachusetts, Maryland,
Nevada, and New Jersey, as well as internationally in Hong Kong
and representative offices in Beijing, Shanghai, and Taipei.
It continues to be our joy and privilege to work with people
who place their trust in us for their business and daily banking
needs. Our clients and their financial preferences may have
evolved over time, but their drive to succeed and to persevere
remains strong. Embracing change is what fuels our success,
and we stand ready to evolve and adapt to the times while
continuing to offer the same reliable services that marked our
journey 60 years ago.
Applaud Our History,
Celebrate the Present,
Shape the Future
A milestone is a significant stage in the development and
growth of an organization. For Cathay Bank, 2022 marked
our diamond jubilee as we celebrated 60 years in business.
It was a year to reflect on our achievements and celebrate
the present. But it also provided an opportunity to renew
our commitment to our plans for the future.
Yesterday, today, and tomorrow, we remain focused on the
importance of people. We are in the people business, and the
dedication and integrity we show our clients are integral to
the communities where we work and live. We are committed
to achieving a sustainable business practice, and we remain
dedicated to cultivating meaningful relationships, delivering
personalized care, and doing good for our community.
This milestone will serve as our blueprint for the future—a
testament to our commitment to our clients and community,
as well as a vision for what’s to come.
1
CATHAY GENERAL BANCORP Dear Fellow Stockholders,
2022 was an exceptional year in exceptional times. We reached
a significant milestone, our 60th anniversary, a celebration of
decades of passion for quality financial services.
The founders of Cathay Bank were pioneers and entrepreneurs who were motivated by the needs of
society and overcame the challenges they faced with experience and determination. We continue to
share these values and their passion, passed down through the generations. Over the past 60 years,
Cathay Bank has faced constant change. Today is no different. So, in this anniversary year, we made
choices and investments that will shape the future and ensure our continuing success.
For the second consecutive year, we achieved a record net income of $361 million for the year ended
December 31, 2022, an increase of 21% from $298 million in 2021. In 2022, total loans grew by 12%, or
$1.9 billion, of which 8% was attributed to organic loan growth and the remainder, $551 million, from loans
acquired through our purchase of the HSBC West Coast retail consumer and retail business banking
businesses earlier this year. Our total assets increased by $1.1 billion to $22 billion as of December 31, 2022.
Net interest margin increased to 3.63%, compared to 3.22% in 2021. Diluted earnings per share increased
to $4.83 for the year ended December 31, 2022, compared to $3.80 in 2021.
Our capital ratios remain strong and positioned for growth. As of December 31, 2022, our common equity
Tier 1 capital ratio of 12.21%, Tier 1 risk-based capital ratio of 12.21%, total risk-based capital ratio of 13.73%,
and Tier 1 leverage capital ratio of 10.08%, calculated under the Basel III capital rules, continue to place us
in the “well capitalized” category for regulatory purposes.
As it was a natural time for us to applaud our history and celebrate the present, we also took this opportunity
to cultivate and shape our future. For more than 60 years, we have adhered to a set of values rooted in
respect for ourselves, for others, for diversity, and for the future. All of us at Cathay live these values
with passion, determination, and discipline. They have withstood the test of time and are integral to our
success. It is our respect for future generations that compels us to act with responsibility and courage. We
will continue to lead as responsible corporate citizens, be thoughtful as we conduct our daily business, and
maximize the use of resources to achieve a positive impact toward our communities. We were delighted
2
2022 ANNUAL REPORT to release our inaugural Corporate Responsibility Report in 2022, particularly highlighting the work and
progress we have made in key environment, social, and governance focus areas for our people, clients,
and stockholders.
We are grateful to our clients and communities that look to us as their bank of choice. We are also well
aware of the intensely competitive context in which we are operating today, and we are taking the
steps necessary to further develop and strengthen our company. Expectations in banking are changing
substantially as clients embrace new trends, habits, and lifestyles. We see a reshaping of the competitive
environment unlike anything we have experienced before, presenting us with challenges but also great
opportunities. We are responding by sharpening our focus and strengthening our efforts to create value.
We are investing in the capabilities we need, the know-how, and the talent to continue to create value
for our stockholders. This is the approach we have followed successfully for 60 years.
We would like to thank our team members for their commitment as part of the Cathay family. Their hard
work, alignment behind our strategy, and dedication enable us to deliver on our promises. We also want
to thank you, our stockholders, for your continuing support, your confidence, and, above all, for your trust.
Rest assured that we will continue our commitment to generate sustainable, profitable returns you
rightfully expect from us.
Sincerely,
Dunson K. Cheng
Executive Chairman of the Board
Chang M. Liu
President and Chief Executive Officer
3
CATHAY GENERAL BANCORP 1962
Cathay Bank opened our doors as
the first commercial bank in Southern
California founded by Chinese
Americans. We are now the oldest
operating Chinese American-founded
bank in the U.S.
Y E A R S
1985
We marked our first Cathay Bank
international footprint by establishing
a Hong Kong representative office,
which was later transformed to a full-
service branch in 2007. Cathay Bank
also maintains overseas representative
offices in Beijing, Shanghai, and Taipei.
1990
Cathay General Bancorp was listed
on NASDAQ as CATY—a reflection of
the public’s confidence in our ability
and strength.
2003
Cathay Bank merged with General Bank,
resulting in the largest bank founded by
Chinese Americans at the time.
2022
Cathay General Bancorp grew to
$22 billion in assets.
4
2022 ANNUAL REPORT Applauding Our 60 Years of History
As part of our diamond jubilee, we hosted several
events nationwide for our valued clients, prospects,
and team members.
The branches were decorated throughout the month of April
to celebrate the bank’s birthday, with free branded merchandise
and treats for guests. These and many other hosted events
provided an opportunity to engage and celebrate with the
community and increase brand awareness.
We held a diamond jubilee event at The Huntington Library,
Art Museum, and Botanical Gardens in San Marino to thank
our California clients and community for their support. In
addition to a dinner gala at the Huntington Art Gallery, the
event featured live entertainment, exclusive access to the
Museum and European Art Gallery, and a pre-reception press
conference with President and CEO Chang M. Liu.
Throughout the U.S. and in our overseas branch, we hosted
numerous team-member-appreciation celebrations to
commemorate our 60-year milestone. The largest of these
gatherings took place at our Flair Corporate Center in
El Monte. More than 250 current and past team members
from the Los Angeles area enjoyed a garden-themed party
featuring some of the city’s most popular food trucks.
Moreover, the Washington State region celebrated the 60th
anniversary with an evening gala at the Golf Club at
Newcastle. The Northern California region held its
celebration with dinner at the Harborview Restaurant & Bar
in San Francisco. The Chicago region celebrated with
cocktails, reception, and game night at The Drake Oak
Brook. The East Coast region gathered for cocktails
and reception at North Hills Country Club in North Hills,
New York.
5
CATHAY GENERAL BANCORP 6
2022 ANNUAL REPORT
Celebrating Our
Collective Success With
Our Team and Clients
CATHAY GENERAL BANCORP
7
Shaping a Sustainable Future
This year, we unveiled our inaugural Corporate Responsibility
Report to bring attention to our work in building a sustainable
business and to promote the long-term value of our company
through environmental, social, and governance responsibilities.
The report focused on four areas: environment, community
engagement, our people, and governance.
8
2022 ANNUAL REPORT
Digital Transformation for the Future
Cathay Bank continues to invest in critical infrastructure and
adopt new technologies to drive our operational efficiency
and meet the evolving needs of our clients.
FX Online
The FX Online portal allows clients to monitor and track
their foreign currency accounts more conveniently and
securely. Since its launch in December 2021, FX Online
has helped clients execute foreign currency transfers in
a more seamless way.
New Commercial
Lending Platform
We adopted a new lending platform that simplifies the
loan origination process, eliminates redundancies in
the credit approval process, and speeds up the workflow.
The consolidation of multiple systems allows for seamless
interactions between clients and team members across
business lines while providing transparency to pipeline,
productivity, risk, and revenue.
Business Online Banking
Business clients can now engage Cathay Bank through
a fully refreshed online banking platform. This enhanced
user experience provides a friendly, intuitive interface for
conducting daily business operations.
Autobooks
Cathay Bank launched Autobooks, a new integrated receivables
solution that allows small businesses to manage their own
invoicing and reporting needs, along with the ability to bill their
clients through up-to-date payment channels.
International Online Transfer
Consumers can now initiate international wire transfers from the
tip of their finger via our consumer online banking platform.
9
CATHAY GENERAL BANCORP Cathay Bank continues our long-standing
commitment to our communities. We work to
improve the betterment of our communities
through the support of community
organizations with initiatives that focus on
financial literacy, affordable housing, home
ownership, and workforce development.
10
2022 ANNUAL REPORT
Support for Our Community
Our commitment to the people and communities we serve
continued to grow through our giving back to our community.
In 2022, the Cathay Bank Foundation donated $2.4 million in
grants to benefit 228 grantees within the bank’s assessment
areas. Below are some examples of these initiatives. To learn
more about our other community support and initiatives
in areas of affordable housing, home ownership, financial
literacy, and workforce development, please read our Corporate
Responsibility Report at cathaygeneralbancorp.com.
Cathay Bank
Foundation Scholarship
In a nod to the future, the Cathay Bank Foundation held
its scholarship program for the fourth consecutive year to
recognize outstanding high school seniors. Twenty students
were selected from 314 applications. Each recipient received
a scholarship fund to help cover university tuition costs.
Operation Hope
A $100,000 grant provided workshops in credit and money
management, budgeting, and debt reduction, as well as coaching
to help low- and moderate-income (LMI) individuals attain
financial self-sufficiency. It also provided disaster recovery
services and immediate financial relief to small businesses.
Golf Tournament
Our signature fundraising event since 1977, the Cathay Bank
Annual Charity Golf Tournament brings together friends,
supporters, and charitable donors to do good for our
community. Since its inception, our annual golf tournament
has generated millions for local nonprofits.
Walk for Hope
Since 2007, Cathay Bank has been a supporter of this event,
which raises funds to help fight cancer, with a focus on breast
and gynecological cancers. Our team members, together with
family and friends, joined Team Cathay to raise funds in a
virtual walk, Walk for Hope, which raised $1.4 million.
Neighborhood Housing
Services of Los Angeles County
Grants totaling $35,000 cover program costs so LMI families
can continue to benefit from cost-free services, including
classes, clinics, workshops, and one-on-one financial coaching
sessions designed to provide families with the resources
and tools to become financially stable tenants, homeowners,
landlords, and small business owners.
Chinatown Service Center
A grant for $120,000 provided technical assistance to small
businesses and helped fund the general operation cost of
the Volunteer Income Tax Assistance program, along with
in-person and virtual case management and anti-Asian hate
education and outreach.
Asian Pacific Islander
Small Business Collaborative
A grant for $50,000 provided small- and micro-business
training and individual counseling programs to LMI Los Angeles
Asian immigrant communities. Founded in 1999, the Asian
Pacific Islander Small Business Program is a collaborative of
six community-based organizations in Los Angeles. The focus
of the collaborative is to provide culturally and linguistically
appropriate assistance, including business counseling and
workshop training in multiple languages.
Junior Achievement
We gave over $100,000 plus volunteered service hours from
140 Cathay team members to Junior Achievement, in support
of its financial literacy, work readiness, and entrepreneurship
program in an effort to help K-12 students take control of
their financial future.
CATHAY GENERAL BANCORP
11
Financial Highlights
(dollars in thousands, except per share data)
2022
2021
Amount
Percentage
Increase
For the Year
Net income
$ 360,642
$ 298,304
$ 62,338
Net income per diluted common share
Cash dividends paid per common share
4.83
1.36
3.80
1.27
1.03
0.09
At Year-End
Investment securities
$ 1,473,348
$ 1,127,309
$ 346,039
Loans, net
Assets
Deposits
18,100,898
16,202,001
1,898,896
21,947,976
20,886,723
1,061,253
18,505,278
18,058,843
446,435
Stockholders’ equity
2,474,040
2,446,250
Book value per common share
34.01
32.29
27,790
1.72
20.9 %
27.1 %
7.1 %
30.7 %
11.7 %
5.1 %
2.5 %
1.1 %
5.3 %
Profitability Ratios
Return on average assets
Return on average stockholders’ equity
Capital Ratios
Tier 1 capital ratio
Total capital ratio
Leverage ratio
1.69 %
14.70 %
12.21 %
13.73 %
10.08 %
1.52 %
12.11 %
12.80 %
14.41 %
10.40 %
,
$
2
4
1
8
,
$
2
4
4
6
$
2
,
4
7
4
$
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,
2
9
4
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,
1
2
2
$
3
6
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$
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8
$
2
7
2
$
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$
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18
19
20
21
22
18
19
20
21
22
18
19
20
21
22
Stockholders’ Equity (in millions)
Net Income (in millions)
Assets (in millions)
12
2022 ANNUAL REPORT
2022 Annual Report
Form 10-K
Y E A R S
(This page is intentionally left blank)
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, 2022
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, $0.01 par value
Trading Symbol(s)
CATY
Name of each exchange on which registered
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 every Interactive Data File required to be submitted 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 such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or
an emerging growth 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 ☐
Emerging growth company☐
Accelerated filer ☐
Smaller reporting 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 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal
control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared
or issued its audit report. ☑
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in
the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
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, 2022) was $2,768,182,154. 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, 2023, the registrant had outstanding 72,556,149 shares of its common stock.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of registrant’s definitive proxy statement relating to registrant’s 2023 Annual Meeting of Stockholders, which will be filed within 120 days of the
fiscal year ended December 31, 2022, are incorporated by reference in this Form 10-K in response to Part III, Items 10 through 14 of this Form 10-K.
Auditor Name: KPMG LLP
Auditor Location: Los Angeles, California
Auditor Firm ID: 185
CATHAY GENERAL BANCORP
2022 ANNUAL REPORT ON FORM 10-K
TABLE OF CONTENTS
PART I
Item 1.
2
..........................................................................................................................................................................................
2
Business .............................................................................................................................................................................
Executive Officers of the Registrant .................................................................................................................................. 10
Item 1A.
Risk Factors ....................................................................................................................................................................... 28
Item 1B.
Unresolved Staff Comments .............................................................................................................................................. 50
Item 2.
Properties ........................................................................................................................................................................... 50
Item 3.
Legal Proceedings ............................................................................................................................................................. 50
Item 4.
Mine Safety Disclosures .................................................................................................................................................... 50
PART II
.......................................................................................................................................................................................... 51
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities ......... 51
Item 6.
[Reserved] ......................................................................................................................................................................... 53
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations ............................................. 53
Item 7A.
Quantitative and Qualitative Disclosures about Market Risk. ........................................................................................... 82
Item 8.
Financial Statements and Supplementary Data .................................................................................................................. 86
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure ............................................ 86
Item 9A.
Controls and Procedures .................................................................................................................................................... 86
Item 9B.
Other Information .............................................................................................................................................................. 89
Item 9C.
Disclosure Regarding Foreign Jurisdictions That Prevent Inspections .............................................................................. 89
PART III
.......................................................................................................................................................................................... 89
Item 10.
Directors, Executive Officers and Corporate Governance ................................................................................................. 89
Item 11.
Executive Compensation ................................................................................................................................................... 89
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters ........................... 90
Item 13.
Certain Relationships and Related Transactions, and Director Independence ................................................................... 90
Item 14.
Principal Accounting Fees and Services ............................................................................................................................ 90
PART IV
.......................................................................................................................................................................................... 90
Item 15.
Exhibits, Financial Statement Schedules ........................................................................................................................... 90
Form 10-K Summary ......................................................................................................................................................... 94
Item 16.
SIGNATURES ........................................................................................................................................................................................ 95
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 its subsidiaries, including 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. Management's expectations and assumptions, and the continued validity of the forward-looking
statements, are subject to change due to a broad range of factors affecting the U.S. and global economies, regulatory environment and the
equity, debt, currency and other financial markets, as well as factors specific to Bancorp and its subsidiaries, including Cathay Bank.
Factors that could cause changes in the expectations or assumptions on which forward-looking statements are based cannot be foreseen
with certainty and include the factors described under the headings "Risk Factors Summary" and "Risk Factors" and elsewhere in this
Form 10-K, including under "Management's Discussion and Analysis," and Bancorp’s other reports and filings filed with the Securities
and Exchange Commission (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.
Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, we undertake no obligation
to update or review any forward-looking statement to reflect circumstances, developments or events occurring after the date on which the
statement is made or to reflect the occurrence of unanticipated events.
1
PART I
Item 1. Business
Business of Bancorp
Overview
Cathay General Bancorp (the “Bancorp” on a parent-only basis, and the “Company,” “we,” “us” 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”), ten limited partnerships investing in affordable housing
investments in which the Bank is the sole limited partner, and GBC Venture Capital, Inc. 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 located at 777 North Broadway, Los Angeles, California 90012, with our main telephone number at
(213) 625-4700. Certain of our administrative offices are located at 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 Financial Protection and Innovation (“DFPI”)
and the Federal Deposit Insurance Corporation (“FDIC”).
At December 31, 2022, we had $22.0 billion in total consolidated assets, $18.1 billion in net loans, $18.5 billion in deposits, and $2.5
billion in shareholders’ equity.
Subsidiaries of Bancorp
In addition to Cathay Bank, 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 capital. 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.
2
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.
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, the Corporate Secretary and General Counsel, and the Assistant Corporate Secretary. See also “Business of the Bank — Employees”
below under this Item 1 where we describe human capital management matters for Cathay Bank. 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 DFPI, 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. As
of December 31, 2022, the Bank has branch offices in Southern California (24 branches), Northern California (19 branches), New York (9
branches), Washington (four branches), Illinois (two 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 Beijing, Shanghai, and 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 Beijing, 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 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-to- moderate income groups in the delineated branch
service areas. Many of the Bank’s employees speak more than one language, including both English and one or more Chinese dialects or
Vietnamese, and are thus able to serve the Bank’s English, Chinese and Vietnamese speaking clients.
As a commercial bank, the Bank offers products and services to businesses, such as checking and deposit, lines of credits, commercial
and commercial real estate loans, merchant services and payment processing, treasury management services, international banking and
financing services, and other customary banking services. The bank offers similar services that are available to consumers.
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, household
and other consumer expenditures.
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Through its Cathay Wealth Management business unit, the Bank offers clients a range of investment products and services, such as
stocks, bonds, mutual funds, insurance, annuities, and advisory services. As of December 31, 2022, all securities and insurance products
provided by Cathay Wealth Management are offered by, and all financial consultants are registered with, Cetera Investment Services LLC,
a registered securities broker/dealer and licensed insurance agency and member of the Financial Industry Regulatory Authority and Security
Investor Protection Corporation. Cetera Investment Services LLC and Cathay Bank are independent entities. The securities and insurance
products offered by Cetera Investment Services LLC are not insured by the FDIC.
Securities
The Bank’s securities portfolio is managed in accordance with a written investment policy which addresses strategies, types, and
levels of allowable investments, and which is reviewed and approved by our Board of Directors on an annual basis.
Our investment portfolio is managed to meet our liquidity needs through proceeds from scheduled maturities and is also utilized for
pledging requirements for deposits of state and local subdivisions, securities sold under repurchase agreements, and Federal Home Loan
Bank (“FHLB”) advances. The portfolio is comprised of U.S. government securities, mortgage-backed securities, collateralized mortgage
obligations, corporate debt instruments, and mutual funds.
Information concerning the carrying value, maturity distribution, and yield analysis of the Company’s securities portfolio as well as a
summary of the amortized cost and estimated fair value of the Bank’s securities by contractual maturity is included in Part II — Item 7 —
“Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and in Note 4 to the Consolidated Financial
Statements.
Loans
The Bank’s Board of Directors and senior management establish, review, and modify the Bank’s lending policies. These policies
include (as applicable) an evaluation of a potential borrower’s financial condition, ability to repay the loan, character, secondary repayment
sources (such as guaranties), quality and availability of collateral, capital, leverage capacity and regulatory guidelines, market conditions
for the borrower’s business or project, and prevailing economic trends and conditions. Loan originations are obtained through a variety of
sources, including existing clients, walk-in clients, referrals from brokers or existing clients, 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 (also known as CRE 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 $25.0 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.
4
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. The 7(a) program 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 5-25-year term. In addition, under this program, the SBA
delegates loan underwriting, closing, and most servicing and liquidation authority and responsibility to selected lenders.
The Bank utilizes both the 504 program, which is focused on long-term financing of buildings and other long-term fixed assets, and
the 7(a) program. 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, non‐conforming, 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 generally 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.
Financing of Tax-Advantaged Projects. We invest in and/or finance certain tax-advantaged projects promoting affordable housing and
renewable energy sources. Our investments in these projects are designed to generate a return primarily through the realization of federal
and state income tax credits, and other tax benefits, over specified time periods. For regulatory purposes, these investments are deemed
loan-equivalent transactions and are made under the power of banks to make loans.
5
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 such policies require that the loan be supervised more closely with consideration given
to, among other things, placing the loan on non-accrual status, requiring additional allowance for loan losses, and (if appropriate) charging-
off a part or all of the loan.
Under the Bank’s current policies, 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 to meet its clients’ needs. As of December 31, 2022, 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 generally 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 clients and deposits, by offering a wide variety of products and services and utilizing various forms of advertising
media. From time to time, the Bank may offer special deposit promotions. Information concerning types of deposit accounts, average
deposits and rates, and maturity of time deposits is included in Part II — Item 7 — “Management’s Discussion and Analysis of Financial
Condition and Results of Operations,” and in Note 9 to the Consolidated Financial Statements.
6
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.”
Interest Rates and Differentials
Information concerning the interest-earning asset mix, average interest-earning assets, average interest-bearing liabilities, and the
yields on interest-earning assets and interest-bearing liabilities is included in Part II — Item 7 — “Management’s Discussion and Analysis
of Financial Condition and Results of Operations.”
Analysis of Changes in Net Interest Income
An analysis of changes in net interest income due to changes in rate and volume is included in Part II — Item 7 — “Management’s
Discussion and Analysis of Financial Condition and Results of Operations.”
Commitments and Letters of Credit
Information concerning the Bank’s outstanding loan commitments and letters of credit is included in Note 14 to the Consolidated
Financial Statements.
Subsidiaries of Cathay Bank
Cathay Holdings LLC (“CHLLC”) was incorporated in December 2007. The purpose of this subsidiary is to hold other real estate
owned in the state of Texas that was transferred from the Bank. As of December 31, 2022, CHLLC no longer owned properties.
Competition
We face substantial competition for deposits, loans and other banking services, as well as for acquisition, 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.
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.”
7
To compete with other financial institutions in our primary service areas, the Bank relies principally upon personal contacts by our
officers, directors, employees, and stockholders, our long established relationships with the Chinese-American communities, the Bank’s
responsiveness to client 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 clients requiring other services not offered by the Bank
to obtain these services from its correspondent banks.
Human Capital Resources
Our employees are vital to our success. Our goal is to ensure that we have the right talent, in the right place, at the right time. To
achieve this level of value creation, we believe we must strive to find, develop and keep a world-class workforce. We invest in our
employees by providing quality training and learning opportunities, promoting inclusion and diversity, and upholding a high standard of
ethics and respect for human rights.
As of December 31, 2022, Cathay Bank employed approximately 1,178 regular full-time equivalent employees, of whom 1,138 were
located in the United States and 40 were located in China, Hong Kong and Taiwan. Of the total number of employees, 683 are banking
officers. None of the employees are represented by a union.
Diversity and Inclusion
Inclusion and diversity are the cultural hallmarks of Cathay Bank. We benefit from the diversity of our staff offering a multiplicity of
viewpoints, backgrounds and experiences, in service of our clients and the commercial and financial industries in which we work.
Our staff comprise of a diverse mixture of different genders, races, ethnic backgrounds, religions, sexual orientations, cultures and
primary languages. Our commitment to diversity enables us to draw from a remarkable wealth of talent to recruit and retain the best
employees to provide innovative solutions for our clients' banking needs. The Bank in continuing its efforts to expand gender diversity on
the Bank’s Board, and senior management.
In 2022, 82% of our employees are of Asian descent, 12% are members of non-Asian traditionally underrepresented racial/ethnic
groups, and 6% are Caucasian. At the manager-level, 77% are of Asian descent, 12% are members of non-Asian traditionally
underrepresented racial/ethnic groups, and 11% are Caucasian. 57% of our management-level positions are held by women, and 64% of
our employees are women. Our 12-member Board of Directors consists of 11 members of traditionally underrepresented racial/ethnic
groups descent and a quarter of the Board seats are held by women.
Our commitment to diversity and inclusion extends to our community. We invest in affordable housing and renewable energy projects;
in addition, we offer community checking and various affordable home ownership and loan programs serving the underbanked, and
routinely engage in collaboration with local nonprofit organizations working together to build and cultivate lives in low-to-moderate income
communities. We also promote diversity and inclusion among our supplier base, through the Cathay Bank Vendor Diversity Program. The
program promotes the use of suppliers owned by minority, women, and small businesses, to help contribute to long-term economic
sustainability in our communities.
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Grow, Engage and Elevate
The Bank believes that its future success is highly dependent upon its continued ability to attract qualified employees. As part of our
efforts to attract and motivate employees, we offer competitive compensation and benefits package that includes healthcare and 401(k)
benefits, parental and family leave, holiday and paid time off, and tuition assistance.
Recruiting the best and brightest is just the beginning. Cathay Bank’s goal is to provide a robust platform that allows employees to
truly grow, engage and elevate to their full potential. We believe every individual is integral to our success, and we strive to provide an
engaging environment with training and development opportunities throughout one’s career.
Employee Learning and Development
We offer employees opportunities for both personal and professional growth and development. From instructor-led development
training programs to inter-department transfer opportunities and a database library of self-developed online learning courses needed to
succeed.
Cathay Bank’s skill-building programs are aligned with a common set of objectives and framework focused on compliance, technical,
professional and management development. For example, our Emerging Leadership I Program for newly promoted supervisors and
managers and our Emerging Leadership II Program for senior managers and leaders are designed to help employees enhance efficiency
and communication effectiveness among team members in their current and future roles. There is an expectation that every employee has
a development goal as a part of individual performance objectives.
Employee Health and Wellness
Cathay Bank manages organizational and personal health to gain insight into employees’ experiences, levels of workplace satisfaction,
and feelings of engagement with the Bank. We have in the place a Cathay Well-Being program since 2014, that encourage employees to
stay active by enriching their wellbeing experiences through participation in a variety of fun and easy healthy habits and challenges with
an added incentive to qualify for additional discounts on their medical premiums. As of December 31, 2022, we have 65% of our employees
participating in the Well-Being program.
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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, 2023.
Name
Age
Present Position and Principal Occupation During the Past Five Years
Dunson K. Cheng............ 78 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.
Chang M. Liu .................. 56 President and Chief Executive Officer, and Director of the Bancorp since October 2020; Chief Executive
Officer of the Bank since October 2020; Director of the Bank since October 2019; President of the Bank
from October 2019 to September 2020; Executive Vice President and Chief Operating Officer of the
Bank from February 2019 to September 2019; Executive Vice President and Chief Lending Officer of
the Bank from 2016 to 2019; Senior Vice President and Deputy Chief Lending Officer of the Bank from
2015 to 2016; Senior Vice President and Assistant Chief Lending Officer of the Bank from 2014 to 2015;
Chief Lending Officer at Banc of California (formerly known as Pacific Trust Bank) from 2011 to 2014
Heng W. Chen ................ 70 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.
Kim R. Bingham ............. 66 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.
Mark H. Lee .................... 60 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.
May K. Chan ................... 45 Senior Vice President, General Counsel and Corporate Secretary of Bancorp and the Bank since 2020;
Sustainability Officer of Bancorp and the Bank since 2022; First Vice President and Associate General
Counsel of Bancorp and the Bank from 2015 to 2020; Senior Counsel of Business Banking Group at
Wells Fargo Bank from 2014 to 2015; and Senior Associate of the Finance Department at Latham &
Watkins LLP from 2002 to 2011.
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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, to obtain a free copy of any of those reports, you can
write to us at Cathay General Bancorp, 9650 Flair Drive, El Monte, California 91731, Attn: Investor Relations. The SEC also maintains a
website at http://www.sec.gov that contains the reports, proxy and information statements and other information we file with or furnish to
them.
Regulation and Supervision
General
The Bancorp and its bank and non-bank subsidiaries are subject to extensive regulation under federal and state statutes and regulations
that, among other things, may affect our cost of doing business and financial performance, limit permissible activities and expansion or
impact the competitive balance between us and other financial services providers. These statutes and regulations 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 and are
not intended for the benefit of stockholders of financial institutions.
The following discussion of certain 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.
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 DFPI. DFPI
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 DFPI 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 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.)
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Limitations on dividends payable to Bancorp 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. 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 June 2019, 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.
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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, Consumer and Privacy 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 clients. 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.
12
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, Washington, Illinois, Texas, Maryland,
Massachusetts, Nevada, and New Jersey. While the DFPI 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 clients 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
Beijing, Shanghai, and Taipei. 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 DFPI and the Federal Reserve.
The Dodd-Frank Act and the Growth 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 by implementing the following changes, among others:
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●
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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 $15.0 billion or more (our assets exceed the $15.0 billion
threshold and, as a result, our outstanding junior subordinated notes no longer qualify as Tier 1 capital for regulatory reporting
purposes);
restrictions on banking entities 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”);
the establishment of the Consumer Financial Protection Bureau (“CFPB”) responsible for consumer protection in the financial
services industry and to examine financial institutions with $10.0 billion or more in assets, such as the Company, for compliance
with regulations promulgated by the CFPB;
●
additional risk management and other enhanced prudential standards for larger bank holding companies;
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limitations on interchange fees charged for debit card transactions;
●
the revisions in the deposit insurance assessment base for FDIC insurance and the permanent increase in coverage to $250
thousand;
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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; and
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the establishment of new minimum mortgage underwriting standards for residential mortgages.
On May 24, 2018, the Economic Growth, Regulatory Relief, and Consumer Protection Act (the “Growth Act”) was signed into law.
Among other relief, the Growth Act:
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raises the asset threshold for annual company-run stress tests required under the Dodd-Frank Act from $10.0 billion to $100.0
billion;
raises the enhanced prudential supervision threshold for bank holding companies from $50.0 billion to $250.0 billion in total
consolidated assets and the asset threshold for risk committee requirements for publicly traded bank holding companies from
$10.0 billion to $50.0 billion; and
implements other changes that may help reduce regulatory burden for the Company and other mid-sized financial institutions,
such as (i) prohibiting federal banking regulators from imposing higher capital standards on High Volatility Commercial Real
Estate exposures unless they are for acquisition, development or construction; (ii) requiring amendments to the Liquidity
Coverage Ratio Rule to treat all qualifying investment-grade, liquid and readily-marketable municipal securities as level 2B
liquid assets, making them potentially more attractive alternative investments; (iv) directing the CFPB to provide guidance on
certain disclosure requirements for mortgage assumption transactions and construction-to-permanent home loans; and (iv) not
requiring appraisals for certain transactions in rural areas valued at less than $400 thousand.
On October 15, 2019, the FDIC adopted a final rule that revised the FDIC’s requirements for stress testing by FDIC supervised
institutions, such as the Bank, to conform with the Growth Act by raising the minimum threshold for applicability from $10.0 billion to
$250.0 billion. The final rule became effective on November 25, 2019. Notwithstanding these amendments to the stress testing
requirements, the federal banking agencies indicated through interagency guidance that the capital planning and risk management practices
of institutions with total assets less than $100.0 billion would continue to be reviewed through the regular supervisory process.
Notwithstanding the regulatory relief provided for mid-size financial institutions such as the Company that has resulted from the
Growth Act, many provisions of the Dodd-Frank Act and its implementing regulations remain in place and will continue to result in
additional operating and compliance costs that could have a material adverse effect on our business, financial condition, and results of
operation. In addition to the Growth Act, various pending bills in Congress may offer some regulatory relief for mid-sized banking
organizations of our size. We are uncertain about the scope, nature and timing of any regulatory relief, and its effect on us.
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.
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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.
The following are among the requirements under the Basel III Capital Rules that became effective on January 1, 2015:
● An increase in the minimum Tier 1 capital ratio from 4.00% to 6.00% of risk-weighted assets.
● 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 issued), mortgage servicing rights and certain deferred tax assets and include unrealized gains and losses on
available for sale debt and equity securities.
● An additional capital conservation buffer of 2.5% of risk weighted assets over each of the required capital ratios 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.
Under the Basel III Capital Rules, after taking into account the capital conservation buffer, the Bancorp and the Bank must maintain
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%, plus the
capital conservation buffer, effectively resulting in a minimum common equity Tier 1 risk-based capital ratio of 7.0%, (iii) a Tier 1 risk-
based capital ratio of 6.0%, plus the capital conservation buffer, effectively resulting in a minimum common equity Tier 1 risk-based capital
ratio of 8.5%, and (iv) a total risk-based capital ratio of 8.0%, plus the capital conservation buffer, effectively resulting in a minimum total
risk-based capital ratio of 10.5%. To be considered “well capitalized,” a bank holding company or bank must 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%.
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, 2022, (i) the Bancorp’s and the Bank’s common equity Tier 1 capital ratios were 12.21% and 12.75%, respectively;
(ii) their total risk-based capital ratios were 13.73% and 13.61% respectively; (iii) their Tier 1 risk-based capital ratios were, 12.21% and
12.75% respectively; and (iv) their leverage capital ratios were, respectively, 10.08% and 10.53% respectively all of which exceeded the
minimum percentage requirements to be deemed “well-capitalized” for regulatory purposes.
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Bank regulators may also continue their past policies of expecting banks to maintain additional capital beyond the requirements of the
Basel III Capital Rules. 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
Basel III 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.
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, 2023, with an aggregate output floor phasing in
through January 1, 2028. The impact of Basel IV on us will depend on the manner in which it is implemented by the federal bank regulators.
Prompt Corrective Action Provisions
The Federal Deposit Insurance Act (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. A bank’s capital category is determined solely for the purpose of applying the
prompt corrective action regulations and the capital category may not constitute an accurate representation of the bank’s overall financial
condition or prospects for other purposes.
The FDI Act generally prohibits a depository institution from making any capital distributions (including payment of a dividend) or
paying any management fee to its parent holding company, if the depository institution would thereafter be “undercapitalized.”
“Undercapitalized” institutions are subject to growth limitations and are required to submit capital restoration plans. If a depository
institution fails to submit an acceptable plan, it is treated as if it is “significantly undercapitalized.” “Significantly undercapitalized”
depository institutions may be subject to a number of requirements and restrictions, including orders to sell sufficient voting stock to
become “adequately capitalized,” requirements to reduce total assets, and cessation of receipt of deposits from correspondent banks.
“Critically undercapitalized” institutions are subject to the appointment of a receiver or conservator. The capital classification of a bank
holding company and a bank affects the frequency of regulatory examinations, the bank holding company’s and the bank’s ability to engage
in certain activities and the deposit insurance premium paid by the bank.
As of December 31, 2022, the Bancorp and the Bank met all requirements to be considered well-capitalized under the Basel III Capital
Rules.
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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.” In the fall of 2019, the federal banking regulatory agencies adopted revised rules to simplify and tailor
the Volcker Rules. The revised rules became effective on January 1, 2020, with a compliance date of January 1, 2021. The revised rules
continue to restrict banking entities subject to the Volcker Rule, including the Bancorp and the Bank and its subsidiaries, 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,” subject to certain exceptions. The revised rules provide regulatory relief by tailoring application
of the Volcker Rule based on the level of trading assets and liabilities, simplifying certain standards and requirements, and reducing
compliance burden. Effective October 1, 2020, the amendments to the Volcker Rule modified the provisions for certain existing covered
fund exclusions, including loan securitizations and public welfare and small business funds, and added certain additional covered fund
exclusions, including credit funds and venture capital funds. In June 2020, the federal agencies adopted new regulations that exempted
venture capital funds from the definition of “covered funds” under the Volcker Rule, so the Bancorp’s remaining venture capital funds can
be held indefinitely.
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 $10.0 billion or more in assets, which are also
subject to examination by the CFPB. As the Bank has more than $10.0 billion in assets, it is examined for compliance with CFPB regulation
by the CFPB in addition to examinations of the Bank by the FDIC and the DFPI.
The CFPB has enforcement authority over unfair, deceptive or abusive act and practices (“UDAAP”). UDAAP is considered one of
the most far reaching new enforcement tools at the disposal of the CFPB and covers all consumer and small business financial products or
services such as deposit and lending products or services such as overdraft programs and third-party payroll card vendors. It is a wide-
ranging regulatory net that potentially picks up the gaps not included in other consumer laws, rules and regulations. Violations of UDAAP
can be found in many areas and can include advertising and marketing materials, the order of processing and paying items in a checking
account or the design of client overdraft programs. The scope of coverage includes not only direct interactions with clients and prospects
but also actions by third-party service providers. The Dodd-Frank Act does not prevent states from adopting stricter consumer protection
standards. State regulation of financial products and potential enforcement actions could also adversely affect our business, financial
condition or results of operations.
Additionally, in 2014, the CFPB adopted revisions to Regulation Z, which implement the Truth in Lending Act, pursuant to the Dodd-
Frank Act, and apply to all consumer mortgages (except home equity lines of credit, timeshare plans, reverse mortgages, or temporary
loans). The revisions mandate specific underwriting criteria for home loans in order for creditors to make a reasonable, good faith
determination of a consumer's ability to repay and establish certain protections from liability under this requirement for “qualified
mortgages” meeting certain standards. In particular, it will prevent banks from making “no doc” and “low doc” home loans, as the rules
require that banks determine a consumer’s ability to pay based in part on verified and documented information. We do originate certain
“low doc” loans that meet specific underwriting criteria. Given the small volume of such loans, we do not believe that this regulation will
have a significant impact on our operations.
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Risk Committee Framework
Pursuant to Federal Reserve Board regulations promulgated under authority of the Dodd-Frank Act, as originally adopted, as a publicly
traded bank holding company with $10.0 billion in assets, we were 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.
We expect to maintain our risk committee, although we are no longer required to have a risk committee under the Growth Act unless and
until we reach $50.0 billion in assets. The risk committee approves and periodically reviews the risk-management policies of the Bancorp’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.
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.
Anti-Money Laundering and OFAC Regulations
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 client 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.
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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 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.
The federal and California regulatory structure subjects the Bancorp and the Bank to regular examination by their respective regulatory
agencies, which results in examination reports and ratings that, although not publicly available, can affect the conduct and growth of our
businesses. These examinations consider not only compliance with applicable laws and regulations, but also capital levels, asset quality
and risk, management ability and performance, earnings, liquidity, and various other factors. If, as a result of an examination, the DFPI 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 DFPI 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 client
due diligence; vendor management; cyber security and fair lending and other consumer compliance obligations.
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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 client deposits
through the Deposit Insurance Fund (the “DIF”) up to prescribed limits of $250 thousand 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 $10.0 billion or more in assets, the FDIC uses a performance score and
a loss-severity score to calculate an initial assessment rate for the Bank. In calculating these scores, the FDIC uses the Bank’s capital level
and regulatory supervisory ratings and certain financial measures to assess the Bank’s ability to withstand asset-related stress and funding-
related stress. The FDIC also has the ability to make discretionary adjustments to the total score based upon significant risk factors that are
not adequately captured in the calculations. In addition to ordinary assessments described above, the FDIC has the ability to impose special
assessments in certain instances.
All FDIC-insured institutions are also required to pay assessments to the FDIC to fund interest payments on bonds issued by the
Financing Corporation (“FICO"), an agency of the federal government established to recapitalize the predecessor to the DIF. These
assessments will continue until the FICO bonds mature in 2017 through 2019.
Pursuant to the Dodd-Frank Act, the FDIC has established 2.0% as the designated reserve ratio (DRR), that is, the ratio of the DIF to
insured deposits. The FDIC adopted a plan under which it met the statutory minimum DRR of 1.35% (formerly 1.15%) before September
30, 2020, the deadline imposed by the Dodd-Frank Act. According to the FDIC, the DRR reached 1.36% of total deposits as of September
30, 2018.
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.
Dividends
Holders of the Bancorp’s common stock are entitled to receive dividends as and when declared by the board of directors out of funds
legally available therefore under the laws of the State of Delaware. Delaware corporations such as the Bancorp may make distributions to
their stockholders out of their surplus, or in case there is no surplus, out of their net profits for the fiscal year in which the dividend is
declared and/or the preceding fiscal year. However, dividends may not be paid out of a corporation’s net profits if, after the payment of the
dividend, the corporation’s capital would be less than the capital represented by the issued and outstanding stock of all classes having a
preference upon the distribution of assets.
It is the Federal Reserve’s policy that bank holding companies should generally pay dividends on common stock only out of income
available over the past year, and only if prospective earnings retention is consistent with the organization’s expected future needs and
financial condition. It is also the Federal Reserve’s policy that bank holding companies should not maintain dividend levels that undermine
their ability to be a source of strength to their banking subsidiaries. The Federal Reserve also discourages dividend policy payment ratios
that are at maximum allowable levels unless both asset quality and capital are very strong.
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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. The Basel III Capital Rules 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 DFPI, 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.
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.
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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 client
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 client 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 client. 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 client 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 clients 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.
In addition, privacy and data protection are areas of increasing state legislative focus, and several states have recently enacted
consumer privacy laws that impose compliance obligations with respect to personal information. For example, the California Consumer
Privacy Act of 2018 (the “CCPA”), which became effective on January 1, 2020, applies to for-profit businesses that conduct business in
California and meet certain revenue or data collection thresholds. The CCPA gives consumers the right to request disclosure of information
collected about them, and whether that information has been sold or shared with others, the right to request deletion of personal information
(subject to certain exceptions), the right to opt out of the sale of the consumer’s personal information, and the right not to be discriminated
against for exercising these rights. The CCPA contains several exemptions, including for information that is collected, processed, sold or
disclosed pursuant to the GLB Act. In November 2020, California voters approved the California Privacy Rights Act (“CPRA”), a ballot
measure that amends and supplements the CCPA by creating the California Privacy Protection Agency, a watchdog privacy agency to be
appointed shortly after the CPRA’s enactment. The CPRA also modifies the CCPA by expanding both the scope of businesses covered by
the law and certain rights relating to personal information and its use, collection, and disclosure by covered businesses.
In May 2018, the European Union ("EU") adopted a comprehensive general data privacy regulation ("GDPR") that, among other
things, implements greater review of data processing activities and higher fines and sanctions for non-compliance with data protection
legislation. The GDPR also extends the territory of EU privacy rules to non-EU organizations that offer goods or services to or monitor EU
citizen behaviors and sets forth compliance obligations and penalties for non-compliance. We believe the applicability of the GDPR to us
is minimal since we do not offer good or services to EU residents or monitor their behaviors. Other foreign, federal, state or local
governments, including in states and countries which we do business, may try to implement similar or other privacy legislation, which,
among other effects, could result in different privacy standards for different geographical regions, restrict our ability to do business and
increase our costs of doing business.
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Cybersecurity
Federal regulators have issued multiple statements regarding cybersecurity and that financial institutions need to design multiple layers
of security controls to establish lines of defense and to ensure that their risk management processes also address the risk posed by
compromised client credentials, including security measures to reliably authenticate clients accessing internet-based services of the
financial institution. In addition, a financial institution’s management is expected to maintain sufficient business continuity planning
processes to ensure the rapid recovery, resumption and maintenance of the institution’s operations in the event of a cyber-attack. A financial
institution is also expected to develop appropriate processes to enable recovery of data and business operations and address rebuilding
network capabilities and restoring data if the institution or its critical service providers fall victim to a cyber-attack. If we fail to observe
the regulatory guidance, we could be subject to various regulatory sanctions, including financial penalties.
State regulators have also been increasingly active in implementing privacy and cybersecurity standards and regulations. Recently,
several states, notably including California where our banking business is concentrated, have adopted laws and/or regulations requiring
certain financial institutions to implement cybersecurity programs and providing detailed requirements with respect to these programs,
including data encryption requirements. Many such states (including California) have also recently implemented or modified their data
breach notification and data privacy requirements. We expect this trend of state-level activity in those areas to continue, and we continue
to monitor relevant legislative and regulatory developments in California where most of our clients are located.
In the ordinary course of business, we rely on electronic communications and information systems to conduct our operations and to
store sensitive data. We employ a layered, defensive approach that leverages people, processes and technology to manage and maintain
cybersecurity controls. We employ a variety of preventative and detective tools to monitor, block, and provide alerts regarding suspicious
activity, as well as to report on any suspected advanced persistent threats. Notwithstanding the strength of our defensive measures, the
threat from cyber-attacks is severe, attacks are sophisticated and increasing in volume, and attackers respond rapidly to changes in defensive
measures. While to date we have not detected a significant compromise, significant data loss or any material financial losses related to
cybersecurity attacks, our systems and those of our clients and third-party service providers are under constant threat and it is possible that
we could experience a significant event in the future. Risks and exposures related to cybersecurity attacks are expected to remain high for
the foreseeable future due to the rapidly evolving nature and sophistication of these threats, as well as due to the expanding use of Internet
banking, mobile banking and other technology-based products and services by us and our clients. See Item 1A. Risk Factors for a further
discussion of risks related to cybersecurity.
Environmental Regulations
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. In some cases, environmental laws
ascribe liability without respect to contribution to the contamination in question or the lawfulness of disposal at the time it occurred. The
costs associated with investigation or remediation activities could be substantial. In addition to existing regulations, federal and state-level
regulation regarding certain environmental and social disclosures are emerging and compliance with future regulation will likely increase
our compliance-related costs. See Item 1A. Risk Factors for a further discussion of risks related to regulations and liabilities.
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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 $15.0 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.
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 matters, required executive
certification of financial presentations, corporate governance requirements for board and its 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, 2022. 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. Federal banking agencies have also 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.
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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 $1.0 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.
The scope, content and application of the U.S. banking regulators’ policies on incentive compensation continue to evolve. Depending
upon the outcome of the rule making process, the application of any final compensation-related regulations to us could require us to revise
our compensation strategy, increase our administrative costs and adversely affect our ability to recruit and retain qualified employees.
The Federal Reserve will review, as part of the regular, risk-focused examination process, the incentive compensation arrangements
of banking organizations, such as us, that are not “large, complex banking organizations.” These reviews will be tailored to each
organization based on the scope and complexity of the organization’s activities and the prevalence of incentive compensation arrangements.
The findings of the supervisory initiatives will be included in reports of examination. Deficiencies will be incorporated into the
organization’s supervisory ratings, which can affect the organization’s ability to make acquisitions and take other actions. Enforcement
actions may be taken against a banking organization if its incentive compensation arrangements, or related risk management control or
governance processes, pose a risk to the organization’s safety and soundness and the organization is not taking prompt and effective
measures to correct the deficiencies.
Audit Requirements
The Bank is required to have an annual independent audit, alone or as a part of the Bancorp’s audit, and to prepare all financial
statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”). 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 clients of the Bank. In addition, because the Bank has more than $3.0 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.
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Tax Cuts and Jobs Act of 2017
On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (“Tax Reform Act”) was signed into law. The Tax Reform Act included
a number of provisions that impact us, including the following:
●
●
●
Tax Rate. The Tax Reform Act replaces the corporate tax rates applicable under prior law, which imposed a maximum tax rate
of 35%, with a reduced 21% tax rate for 2018. Although the reduced tax rate generally should be favorable to us by resulting in
lower tax expense in future periods, it decreased the value of our existing deferred tax assets as of December 31, 2017.
FDIC Insurance Premiums. The Tax Reform Act prohibits taxpayers with consolidated assets over $50.0 billion from deducting
any FDIC insurance premiums and prohibits taxpayers with consolidated assets between $10.0 and $50.0 billion from deducting
the portion of their FDIC premiums equal to the ratio, expressed as a percentage, that (i) the taxpayer’s total consolidated assets
over $10.0 billion, as of the close of the taxable year, bears to (ii) $40.0 billion.
Employee Compensation. A “publicly held company” is not permitted to deduct compensation in excess of $1.0 million per
year paid to certain employees. The Tax Reform Act eliminates certain exceptions to the $1.0 million limit applicable under
prior law related to performance-based compensation, such as equity grants and cash bonuses that are paid only on the attainment
of performance goals. As a result, our ability to deduct certain compensation paid to our most highly compensated employees
is limited.
● Business Asset Expensing. The Tax Reform Act allows taxpayers to expense immediately the entire cost (instead of only 50%,
as under prior law) of certain depreciable tangible property and real property improvements acquired and placed in service after
September 27, 2017 and before January 1, 2023 (with an additional year for certain property). This 100% “bonus” depreciation
is phased out proportionately for property placed in service on or after January 1, 2023, and before January 1, 2027 (with an
additional year for certain property).
●
Limitations on Deductions. The Tax Reform Act limits deductions for state and local taxes, including property taxes, to $10
thousand per household, and limits mortgage interest deduction to mortgages of $750 thousand or less. Such limitations may
reduce housing demand and prices, particularly in California and other high-tax, high-cost metro areas, which may reduce the
demand for our residential mortgage loans and adversely affect our business and financial condition.
CARES Act and the Consolidated Appropriations Act, 2021
In response to the COVID-19 pandemic, the Coronavirus Aid, Relief and Economic Security (“CARES”) Act and the Consolidated
Appropriations Act, 2021 (the “CAA”) was signed into law on March 27, 2020, and December 27, 2020, respectively. Among other things,
the CARES Act and the CAA include the following provisions impacting financial institutions like the Company:
● As permitted by the CARES Act, and as extended by the CAA, we have chosen to adopt the Current Expected Credit Losses
("CECL") methodology for estimated credit losses as of January 1, 2021.
● As permitted by the CARES Act, and as extended by the CAA, we have elected to suspend requirements under GAAP for loan
modifications related to the COVID-19 pandemic (for loans that were not more than 30 days past due as of December 31, 2019)
that would otherwise be categorized as a troubled debt restructuring (“TDR”), including impairment for accounting purposes,
until January 1, 2022.
● The Bank participates as a lender under the SBA’s Paycheck Protection Program (the “PPP”) authorized by the CARES Act and
extended by the CAA. The PPP provides for SBA-guaranteed business loans that may be eligible for loan forgiveness if
borrowers, among other requirements, maintain their staff and payroll and if loans amounts are used to cover payroll, mortgage
interest, rents and utilities payments.
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● A borrower of a federally-backed mortgage loan (VA, FHA, USDA, Freddie Mac and Fannie Mae) experiencing financial
hardship due to the COVID-19 pandemic may request forbearance from paying the borrower’s mortgage for up to 180 days,
subject to extension for an additional 180-day period upon the request of the borrower. The CARES Act and many states,
including California, also have moratoriums on certain foreclosure actions.
Pending Legislation and Future Initiatives
Certain pending legislation, and future initiatives that may be proposed or introduced before Congress, the California Legislature, and
other governmental bodies, 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.
Item 1A. Risk Factors
Ownership of our common stock involves certain risks. The risks and uncertainties described below are not the only ones we face.
Understanding these risks is important to understanding any statement in this Annual Report on Form 10-K. 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 on Form 10-K, including under the heading “Management’s Discussion and Analysis”. Further, to the extent that any of the
information in this report, or in other reports we file with the SEC, constitutes forward-looking statements, the risk factors below are
cautionary statements identifying important factors that could cause actual results to differ materially from those expressed in any forward-
looking statements made by us or on our behalf. See "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 on Form 10-K 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.
Risk Factors Summary
The following is a summary of the material risks that we believe could adversely affect our business, operations and financial results.
These risks are discussed more fully below and include, but are not limited to:
Market and Economic Risks
● Unfavorable or uncertain economic and market conditions, including in California and the other markets in which we operate,
can adversely affect our industry and business.
● Our loan portfolio is largely secured by real estate, and a downturn in the real estate market may adversely affect our results
of operations.
●
Adverse conditions in Asia and elsewhere could adversely affect our business.
●
The soundness of other financial institutions could adversely affect us.
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Credit, Interest Rate and Liquidity Risks
● 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.
●
The allowance for credit losses is an estimate of expected credit losses. Actual credit losses in excess of the estimate could
adversely affect our results of operations and capital.
● Our business is subject to interest rate risk, and fluctuations in interest rates could reduce our net interest income and adversely
affect our business.
●
Inflation and deflation may adversely affect our financial performance.
●
Liquidity risk could impair our ability to fund operations and jeopardize our financial condition.
●
If the Company’s goodwill were determined to be impaired, it would result in a charge against earnings and thus a reduction
in stockholders’ equity.
Operational Risks
● We may incur significant losses as a result of ineffective risk management processes and strategies.
● Concentration of risk increases the potential for significant losses.
● COVID-19 could have negative effects on our commercial real estate (“CRE’) and other loans, including loans to hotels/motels,
restaurants and the retail industry, which are dependent for repayment on the successful operation and management of the CRE,
the strength of the CRE industry broadly and other factors outside of the borrower’s control.
● Our commercial loan, CRE loan and construction loan portfolios expose us to risks that may be greater than the risks related
to our other loans.
● Our investments and/or financings in certain tax-advantaged projects may not generate returns as anticipated and may have an
adverse impact on our 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.
● Our use of third-party vendors and our other ongoing third-party business relationships are subject to increasing regulatory
requirements and attention.
● Our deposit insurance premiums could increase in the future, which could have a material adverse impact on future earnings
and financial condition.
●
As we expand our business outside of California markets, including through acquisitions, we may encounter additional risks
that could adversely affect our business and earnings.
● We face substantial competition from our competitors.
● We are dependent on key personnel and the loss of one or more of those key personnel may materially and adversely affect our
prospects.
● Natural disasters, geopolitical events, public health crises and other catastrophic events beyond our control could adversely
affect us.
●
Increasing scrutiny and expectations on ESG matters, including climate change, from a variety of stakeholders may increase
our costs or otherwise adversely affect our business.
Information, Information Technology and Privacy Risks
● We depend on the accuracy and completeness of information about clients.
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● 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.
● 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.
● Managing reputational risk is important to attracting and maintaining clients, investors, and employees.
●
Regulations relating to privacy, information security and data protection could increase our costs, affect or limit how we collect
and use personal information and adversely affect our business opportunities.
Regulatory, Compliance and Legal Risks
●
The banking industry is highly regulated, and the regulatory framework, together with any future legislative or regulatory
changes, could limit or restrict our activities, hamper our ability to increase our assets and earnings, and materially and
adversely affect our profitability.
● We are subject to stringent risk-based capital and leverage requirements, including those adopted by the Federal Reserve (”the
Basel III Capital Rules”).
● 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.
● We face a risk of noncompliance and enforcement action with the Bank Secrecy Act and other anti-money laundering statutes
and regulations.
● We are subject to the Community Reinvestment Act (the “CRA), fair lending and other laws and regulations, and our failure to
comply with these laws and regulations could lead to material penalties.
●
Reforms to and uncertainty regarding LIBOR may adversely affect our business.
● Governmental monetary policies and intervention to stabilize the U.S. financial system may affect our business and are beyond
our control.
●
Adverse results in legal proceedings could adversely affect our business and financial condition.
●
Liabilities from environmental regulations could adversely affect our business and financial condition.
● Changes in accounting standards or tax laws and regulations could adversely affect our financial results.
Risks Related to Ownership of Our Common Stock
●
●
●
The price of our common stock may fluctuate significantly, and this may make it difficult for a holder to sell shares of common
stock at times or at prices such holder finds attractive.
An investment in our common stock is not an insured deposit.
Statutory and regulatory restrictions 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 (including our outstanding debt
securities) and our regulators may also restrict the Bancorp’s ability to pay dividends.
●
The issuance of preferred stock could adversely affect holders of common stock.
● Our outstanding debt securities restrict our ability to pay dividends on our common stock.
● Certain provisions of our charter and bylaws could make acquiring our Company more difficult.
● 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.
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Market and Economic Risks
Current unfavorable and uncertain economic and market conditions may adversely affect our industry and business.
Our financial performance generally, as well as the ability of borrowers to make loan payments, the value of the collateral securing
those loans, and the demand for loans and our other products and services, are 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, some
of which are present in the current macroeconomic environment, have in the past and may in the future lead to credit quality concerns
related to repayment ability and collateral protection as well as reduced demand for our products and services. Based on a review of the
appropriateness of the allowance for loan losses at December 31, 2022 in light of current economic conditions, we recorded a provision for
credit losses of $14.3 million in the year ended December 31, 2022. If the economic forecast or other factors worsen relative to the
assumptions we utilized, our allowance for loan losses will increase accordingly in future periods.
Additionally, market interest rates have increased significantly. We expect that these increases in interest rates, especially if prolonged,
could affect our net interest income, margins and our profitability. Our assets and liabilities may be significantly impacted by changes in
interest rates.
Factors related to inflation, recession, unemployment, volatile interest rates, changes in tariffs and trade policies, international
conflicts, real estate values, energy prices, state and local municipal budget deficits, consumer confidence level, government spending and
any government shutdowns, the U.S. national debt, natural disasters, geopolitical events, public health crises and other factors outside of
our control also may assert economic pressures on consumers and businesses and adversely affect our business, financial condition, results
of operations and stock price.
We may face the following risks, among others, in connection with these events:
● Unfavorable market conditions triggered by any of these events 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 resulting from any of these
events 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.
The banking industry remains heavily regulated, and 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.
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●
There have been changes and discussions with respect to U.S. trade policies, legislation, treaties and tariffs, including trade
policies and tariffs affecting other countries, including China, the European Union, Canada and Mexico and retaliatory tariffs
by such countries. Tariffs and retaliatory tariffs have been imposed, and additional tariffs and retaliation tariffs have been
proposed. Such tariffs, retaliatory tariffs or other trade restrictions on products and materials that our clients import or export,
could cause the prices of our clients’ products to increase which could reduce demand for such products, or reduce our client
margins, and adversely impact their revenues, financial results and ability to service debt; which, in turn, could adversely affect
our financial condition and results of operations. In addition, to the extent changes in the political environment have a negative
impact on us or on the markets in which we operate our business, results of operations and financial condition could be materially
and adversely impacted in the future. It remains unclear what the U.S. Administration or foreign governments will or will not
do with respect to tariffs already imposed, additional tariffs that may be imposed, or international trade agreements and policies.
A trade war or other governmental action related to tariffs or international trade agreements or policies has the potential to
negatively impact ours and/or our clients' costs, demand for our clients' products, and/or the U.S. economy or certain sectors
thereof and, thus, adversely impact our business, financial condition and results of operations.
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, Washington, Illinois, Texas, Maryland,
Massachusetts, Nevada, New Jersey, 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 clients, 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, pandemics and health crises, geopolitical events; state or local government insolvency or budget disputes; changes in
taxes, tariffs, trade policies and other government regulations and polices; 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.
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,
Washington, Illinois, Texas, Maryland, Massachusetts, Nevada, and New Jersey. 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.
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Adverse conditions in Asia and elsewhere could adversely affect our business.
A substantial number of our clients 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 and trade policies,
military tensions, and unfavorable global economic conditions may adversely impact the Asian economies. In addition, pandemics and
other public health crises, including the occurrence of a contagious disease or illness or concerns over the possibility of such crises could
create economic, market 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 clients 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 clients who operate in this region.
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 DIF. Any such losses or increased assessments could have a material adverse effect
on our financial condition and results of operations.
Credit, Interest Rate and Liquidity Risks
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, 2022, our allowance for loan losses totaled $146.5 million and we had net charge-offs of $2.6 million for 2022.
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 clients are based, have continued to
improve, the economic recovery in these areas of California is uneven and in some areas rather slow, with relatively high and persistent
unemployment, and economic growth appears to have slowed. Moreover, rising interest rates may adversely affect real estate sales and the
refinancing of existing real estate loans. As of December 31, 2022, we had approximately $9.4 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. In addition, a recent change in accounting standards will result in a significant
change in how we recognize credit losses as further disclosed in the risk factor below entitled, “Our financial results could be adversely
affected by changes in accounting standards or tax laws and regulations.”
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The allowance for credit losses is an estimate of expected 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. 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 expected 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.
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.
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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
GAAP. 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 generally 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.
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, the issuance of securities 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 clients perceive alternative investments
as providing a better risk/return tradeoff. If clients 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.
If the Company’s goodwill were determined to be impaired, it would result in a charge against earnings and thus a reduction in
stockholders’ equity.
The Company tests goodwill for impairment on an annual basis, or more frequently, if necessary. Quoted market prices in active markets
are the best evidence of fair value and are to be used as the basis for measuring impairment, when available. Other acceptable valuation
methods include present value measurements based on multiples of earnings or revenues, or similar performance measures. If the Company
were to determine that the carrying amount of the goodwill exceeded its implied fair value, the Company would be required to write down
the value of the goodwill on the balance sheet, adversely affecting earnings as well as capital.
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Operational Risks
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, vendors and others. 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.
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.
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.
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Additionally, many of the Bank’s commercial real estate and commercial business loans are made to small and medium sized
businesses that may have a heightened vulnerability to economic conditions. Moreover, we have made a portion of these loans 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.
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 (including do shortages in labor and raw materials and
supplies); 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 investments and/or financings in certain tax-advantaged projects may not generate returns as anticipated and may have an adverse
impact on our financial results.
We invest in and/or finance certain tax-advantaged projects promoting affordable housing and renewable energy sources. Our
investments in these projects are designed to generate a return primarily through the realization of federal and state income tax credits, and
other tax benefits, over specified time periods. We are subject to the risk that previously recorded tax credits, which remain subject to
recapture by taxing authorities based on compliance features required to be met at the project level, will fail to meet certain government
compliance requirements and will not be able to be fully realized. The possible inability to realize these tax credits and other tax benefits
can have a negative impact on our financial results. The risk of not being able to realize the tax credits and other tax benefits depends on
many factors outside of our control, including changes in the applicable provisions of the tax code and the ability of the projects to be
completed and properly managed.
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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.
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 client remediation,
any of which could have a material adverse effect our business, financial condition or results of operations.
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 DIF at a specific level. Unfavorable economic conditions, increased bank failures and additional failures
decreased the DIF. According to the FDIC, the DIF reserve ratio reached 1.36% of total deposits as of September 30, 2018, exceeding the
statutorily required minimum reserved ratio of 1.35% ahead of the September 30, 2020, deadline imposed by the Dodd-Frank Act. The
FDIC 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.
As we expand our business outside of California markets, including through acquisitions, we may encounter additional risks that could
adversely affect our business and earnings.
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, Washington, Illinois, Texas, Maryland, Massachusetts, Nevada,
and New Jersey) and in Hong Kong. In the course of this expansion, we may 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.
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 clients 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.
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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 clients or cause clients 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.
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, may 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, our larger competitors have
substantially greater lending limits than we do and perform certain functions, including trust services, which are not presently offered by
us. We also compete for loans and deposits, as well as other banking services, such as payment services, with savings and loan associations,
savings banks, brokerage houses, insurance companies, mortgage companies, credit unions, credit card companies and other financial and
non-financial institutions and entities. These factors and ongoing consolidation among insured institutions in the financial services industry
may materially and adversely affect our ability to market our products and services. Significant increases in the costs of monitoring and
ensuring compliance with new banking regulations and the necessary costs of upgrading information technology and data processing
capabilities can have a disproportionate impact on our ability to compete with larger institutions.
We are dependent on key personnel and the loss of one or more of those key personnel may materially and adversely affect our
prospects.
Competition for qualified employees and personnel in the banking industry is intense and we believe 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, client service, 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 Executive Chairman
of the Board, Dunson K. Cheng, our Chief Executive Officer, Chang M. Liu, and our Chief Financial Officer, Heng W. Chen.
Our compensation practices are subject to review and oversight, and may be subject to limitations, by the FDIC, the DFPI, the Federal
Reserve and other regulators. Such limitations may or may not affect our competitors and 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.
Natural disasters, geopolitical events, public health crises and other catastrophic events beyond our control could adversely affect us.
Natural disasters such as earthquakes, landslides, wildfires, extreme weather conditions, droughts, hurricanes, floods, and other acts
of nature, geopolitical events such as those involving civil unrest, changes in government regimes, terrorism or military conflict, climate
change related events (including both chronic changes such as sea level rise as well as climate change’s contribution to the intensity and
frequency of various natural disasters or other catastrophic events) and pandemics and other public health crises, and other catastrophic
events could, among other things, (i) adversely affect our business operations and those of our clients, counterparties and service providers;
(ii) cause substantial damage and loss to real and personal property, some of which may not be covered by insurance; (iii) impair our
borrowers’ ability to service their loans; (iv) decrease the level and duration of deposits by clients; (v) erode the value of loan collateral;
(vi) 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; (vii) reduce the availability of insurance at prices acceptable to us or our prospective
borrowers; or (viii) lead to other operational difficulties and impair our ability to manage our business. We also could be adversely affected
if our key personnel or a significant number of our employees were to become unavailable due to a public health crisis (such as another
outbreak of a contagious disease), natural disaster, war, act of terrorism, accident, or other reason. Natural disasters, extreme weather
conditions, geopolitical events, public health crises and other catastrophic events could also negatively affect our clients, counterparties
and service providers, as well as result in disruptions in general economic activity and the financial and real estate markets.
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Governmental and societal responses to climate change could adversely affect our business and performance, including indirectly
through impacts on our clients.
Governments have become increasingly focused on the effects of climate change and related environmental issues, and various
policymakers with jurisdiction over us have adopted, or are considering adopting, climate-related policies or regulations which may require
us to incur increased costs. For example, the SEC has published proposed rules that would require companies to provide significantly
expanded climate-related disclosures in their periodic reporting, which may require us to incur significant additional costs to comply,
including the implementation of significant additional internal controls processes and procedures regarding matters that have not been
subject to such controls in the past, and impose increased oversight obligations on our management and board of directors. At the state
level, the California legislature recently considered a bill to require certain entities to disclose their greenhouse gas emissions. While this
bill was not passed, similar legislation may be introduced in future, which may require us to incur various costs to comply. Various banking
regulators, including the FDIC and the New York Department of Financial Services, have also proposed guidelines for climate-related risk
management. While guidance from the FDIC is aimed at financial institutions with over $100 billion in consolidated assets, there is no
guarantee that we will not be subject to additional regulation regarding climate-related risk management in future. The Federal Reserve
Board, for example, may incorporate climate-related risks into its supervisory stress tests.
In addition, consumers and businesses also may change their behavior on their own as a result of their concerns over the long-term
impacts of climate change. We and our clients will need to respond to new laws and regulations as well as client and business preferences
resulting from climate change concerns. We and our clients may face cost increases, asset value reductions (including the possibility of
stranded assets), operating process changes, and the like. The impact on our loan and other clients will likely vary depending on their
specific attributes, including reliance on or role in carbon intensive activities and the impact of rising sea levels and other effects of climate
change. Among the impacts to us could be a drop in demand for our products and services, particularly in certain sectors. In addition, we
could face reductions in creditworthiness on the part of some clients or in the value of assets securing loans. Our efforts to take these risks
into account in making lending and other decisions, including by increasing our business with climate-friendly companies, may not be
effective in protecting us from the negative impact of new laws and regulations or changes in consumer or business behavior. It is possible
as well that changes in climate and related environmental risks, perceptions of them, and governmental responses to them may occur more
rapidly than we are able to adapt without disrupting our business and impairing our financial results.
Increased attention to, and evolving expectations for, environmental, social, and governance (“ESG”) initiatives could increase our
costs, harm our reputation, or otherwise adversely impact our business.
Companies across industries are facing increasing scrutiny from a variety of stakeholders related to their ESG practices. Expectations
regarding voluntary ESG initiatives and disclosures may result in increased costs (including but not limited to increased costs related to
compliance, stakeholder engagement, contracting and insurance), changes in demand for certain offerings, enhanced compliance or
disclosure obligations, or other adverse impacts to our business, financial condition, or results of operations.
While we may at times engage in voluntary initiatives (such as voluntary disclosures, certifications, or goals, among others) or
commitments to improve the ESG profile of our company and/or offerings or to respond to stakeholder demand, such initiatives or
achievement of such commitments may be costly and may not have the desired effect. For example, expectations around companies’
management of ESG matters continues to evolve rapidly, in many instances due to factors that are out of our control. Certain statements or
actions we may take may be based on assumptions, estimates, hypothetical expectations, or third-party information. Such hypothetical or
third-party information is necessarily uncertain and may be prone to errors or subject to misinterpretation given the long timelines involved
and the lack of an established single approach to identifying, measuring and reporting on many ESG matters. Even if this is not the case,
our current actions may subsequently be determined to be insufficient by various stakeholders, and we may be subject to various adverse
consequences or investor or regulator engagement on our ESG initiatives and disclosures, even if such initiatives are currently voluntary.
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Certain market participants, including major institutional investors and capital providers, use third-party benchmarks and scores to
assess companies’ ESG profiles in making investment or voting decisions. Unfavorable ESG ratings could lead to increased negative
investor sentiment towards us, which could negatively impact our share price as well as our access to and cost of capital. To the extent ESG
matters negatively impact our reputation, it may also impede our ability to compete as effectively to attract and retain employees or clients,
which may adversely impact our operations. In addition, we expect there will likely be increasing levels of regulation, disclosure-related
and otherwise, with respect to ESG matters, which will likely lead to increased costs as well as scrutiny that could heighten all of the risks
identified in this risk factor. Additionally, there has been a trend in certain states to constrain the use of ESG-related considerations by
financial institutions in business decision-making. Balancing these countervailing expectations may subject us to additional costs, require
us to forego certain business opportunities, or otherwise adversely impact our business or results of operations. As a final note, many of
our clients and suppliers may be subject to similar ESG expectations, which may augment or create additional risks, including risks that
may not be known to us.
Information, Information Technology and Privacy Risks
We depend on the accuracy and completeness of information about clients.
In deciding whether to extend credit, open a bank account or enter into other transactions with clients, we may rely on information
furnished to us by or on behalf of clients, including financial statements and other financial information. We also may rely on representations
of clients 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 clients, as well as our clients'
representations that their financial statements conform to 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 client. We also may rely on client
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 client relationship management, general ledger, deposit, loan, and other
systems. In the course of providing financial services, we store personally identifiable data concerning clients and employees of clients.
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. Fraudulent activity can take many forms and has evolved and escalated as more tools
for accessing financial services emerge. 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.
Other examples include debit card/credit card fraud, check fraud, mechanical devices attached to ATM machines, social engineering and
phishing attacks to obtain personal information, impersonation of our clients through the use of falsified or stolen credentials, employee
fraud, information theft and other malfeasance.
41
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 clients against fraud and security breaches and to maintain our clients’ 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 clients, and underlying
transactions, as well as the technology used by our clients to access our systems. Cyber security risks may also occur with our third-party
service providers and may interfere with their ability to fulfill their contractual obligations to us, with attendant potential for financial loss
or liability that could adversely affect our financial condition or results of operations. These risks will likely continue to increase in the
future as we continue to increase our offerings of mobile services and other Internet or web-based products.
The occurrence of any failures, interruptions, fraudulent activities or breaches could damage our reputation, result in a loss of clients,
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 continuing to undergo rapid changes with frequent introductions of new
technology-driven products and services. In addition to better serving clients, 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 clients and to create additional efficiencies in our operations. As we continue to offer Internet banking and other
online and mobile services to our clients, 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 clients 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 clients. 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.
Managing reputational risk is important to attracting and maintaining clients, 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 clients. 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 clients, with or without merit, may result in the loss of clients, investors, and employees,
costly litigation, a decline in revenues, and increased governmental regulation.
42
Regulations relating to privacy, information security and data protection could increase our costs, affect or limit how we collect and
use personal information and adversely affect our business opportunities.
We are subject to various privacy, information security and data protection laws, including requirements concerning security breach
notification, and we could be negatively impacted by these laws. For example, our business is subject to the Gramm-Leach-Bliley Act of
1999 which, among other things: (i) imposes certain limitations on our ability to share nonpublic personal information about our clients
with nonaffiliated third parties; (ii) requires that we provide certain disclosures to clients about our information collection, sharing and
security practices and afford clients the right to “opt out” of any information sharing by us with nonaffiliated third parties (with certain
exceptions); and (iii) requires we develop, implement and maintain a written comprehensive information security program containing
safeguards appropriate based on our size and complexity, the nature and scope of our activities, and the sensitivity of client information we
process, as well as plans for responding to data security breaches. Various state and federal banking regulators and states have also enacted
data security breach notification requirements with varying levels of individual, consumer, regulatory or law enforcement notification in
certain circumstances in the event of a security breach. Moreover, legislators and regulators in the United States are increasingly adopting
or revising privacy, information security and data protection laws that potentially could have a significant impact on our current and planned
privacy, data protection and information security-related practices, our collection, use, sharing, retention and safeguarding of consumer or
employee information, and some of our current or planned business activities. This could also increase our costs of compliance and business
operations and could reduce income from certain business initiatives. This includes increased privacy-related enforcement activity at the
federal level, by the Federal Trade Commission, as well as at the state level, such as with regard to mobile applications.
Compliance with current or future privacy, data protection and information security laws (including those regarding security breach
notification) affecting client or employee data to which we are subject could result in higher compliance and technology costs and could
restrict our ability to provide certain products and services, which could have a material adverse effect on our business, financial conditions
or results of operations. Our failure to comply with privacy, data protection and information security laws could result in potentially
significant regulatory or governmental investigations or actions, litigation, fines, sanctions and damage to our reputation, which could have
a material adverse effect on our business, financial condition or results of operations.
Regulatory, Compliance and Legal Risks
The banking industry is highly regulated, and the regulatory framework, together with any future legislative or regulatory changes,
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
has 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 clients 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. 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.
43
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. The Dodd-Frank Act, for example, instituted major changes to the
banking and financial institutions regulatory regimes, such as changes to Regulation Z promulgated by the CFPB that may make it more
difficult for us to underwrite consumer mortgages and to compete with large national mortgage service providers. Further regulation could
increase the assessment rate we are required to pay to the FDIC, adversely affecting our earnings. 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. 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. See Part I — Item 1 —
“Business — Regulation and Supervision.”
We are subject to stringent capital requirements, including those required by Basel III.
The U.S. federal bank regulators have jointly adopted capital requirements on banks and bank holding companies as required by the
Dodd-Frank Act, which 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 “FRBSF”) has authority over the Bancorp and separately the DFPI 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; restricting expansion activities; 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.
44
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.
Reforms to and uncertainty regarding LIBOR may adversely affect our business.
On July 27, 2017, the United Kingdom’s Financial Conduct Authority (“FCA”), which regulates LIBOR, announced that it will no
longer persuade or compel banks to submit rates for the calculation of LIBOR after 2021. While Intercontinental Exchange Inc., the
company that administers LIBOR plans to continue publishing LIBOR, liquidity in the interbank markets that those LIBOR estimates are
based upon has been declining. Accordingly, there is considerable uncertainty regarding the publication of such rates beyond 2021. In April
2018, the Federal Reserve Bank of New York in conjunction with the Alternative Reference Rates Committee, a steering committee
comprised of large U.S. financial institutions, announced the replacement of U.S. LIBOR with a new index calculated by short-term
repurchase agreements, backed by U.S. Treasury securities called the Secured Overnight Financing Rate (“SOFR”). The first publication
of SOFR was released in April 2018.
As of December 31, 2022, approximately $1.39 billion of our outstanding loans, and, in addition, certain derivative contracts,
borrowings and other financial instruments have attributes that are either directly or indirectly dependent on LIBOR. The transition from
LIBOR has resulted in and could continue to result in added costs and employee efforts and could present additional risk. We are subject
to litigation and reputational risks if we are unable to renegotiate and amend existing contracts with counterparties that are dependent on
LIBOR, including contracts that do not have fallback language. The timing and manner in which each client’s contract transitions to SOFR,
Ameribor Unsecured Overnight Rate (“AMERIBOR”), or Bloomberg Short Term Bank Yield Index (“BSBY”) will vary on a case-by-case
basis. There continues to be substantial uncertainty as to the ultimate effects of the LIBOR transition, including with respect to the
acceptance and use of SOFR, AMERIBOR, BSBY and other benchmark rates. Since SOFR, AMERIBOR, and BSBY rates are calculated
differently, payments under contracts referencing new rates will differ from those referencing LIBOR, which may lead to increased
volatility as compared to LIBOR. The transition has impacted our market risk profiles and required changes to our risk and pricing models,
valuation tools, product design and hedging strategies. Furthermore, failure to adequately manage this transition process with our clients
could adversely impact our reputation. Although we are currently unable to assess what the ultimate impact of the transition from LIBOR
will be, failure to adequately manage the transition could have a material adverse effect on our business, financial condition and results of
operations.
45
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.
Adverse results in legal proceedings could adversely affect our business and financial condition.
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.
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. In some cases, environmental laws ascribe liability without respect to contribution to the contamination in question or the
lawfulness of disposal at the time it occurred. 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.
Changes in accounting standards or tax laws and regulations could adversely affect our financial results.
From time to time, the Financial Accounting Standards Board (the “FASB”) 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.
46
In addition, 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. For example, the recent changes in the tax laws may have
an adverse effect on the market for, and valuation of, residential properties, and on the demand for such loans in the future and could make
it harder for borrowers to make their loan payments. In addition, these recent changes may also have a disproportionate effect on taxpayers
in states with high residential home prices and high state and local taxes. If home ownership becomes less attractive, demand for mortgage
loans could decrease. The value of the properties securing loans in our loan portfolio may be adversely impacted as a result of the changing
economics of home ownership, which could require an increase in our provision for loan losses, which would reduce our profitability and
could materially adversely affect our business, financial condition and results of operations.
Risks Related to Ownership of Our Common Stock
The price of our common stock may fluctuate significantly, and this may make it difficult for you to sell shares of common stock owned
by you at times or at prices you find attractive.
The trading price of our common stock may fluctuate widely as a result of a number of factors, many of which are outside our control.
In addition, the stock market is subject to fluctuations in the share prices and trading volumes that affect the market prices of the shares of
many companies. These broad market fluctuations could adversely affect the market price of our common stock. Among the factors that
could affect our stock price are:
●
actual or anticipated quarterly fluctuations in our operating results and financial condition and prospects;
●
changes in revenue or earnings estimates or publication of research reports and recommendations by financial analysts;
●
failure to meet analysts’ revenue or earnings estimates;
●
speculation in the press or investment community;
●
strategic actions by us or our competitors, such as acquisitions or restructurings;
●
acquisitions of other banks or financial institutions;
●
actions by institutional stockholders;
●
fluctuations in the stock price and operating results of our competitors;
●
general market conditions and, in particular, developments related to market conditions for the financial services industry;
●
proposed or adopted regulatory changes or developments;
●
anticipated or pending investigations, proceedings, or litigation that involve or affect us;
●
successful management of reputational risk; and
●
domestic and international economic factors, such as interest or foreign exchange rates, stock, commodity, credit, or asset
valuations or volatility, unrelated to our performance.
The stock market and, in particular, the market for financial institution stocks, has experienced significant volatility. As a result, the
market price of our common stock may be volatile. In addition, the trading volume in our common stock may fluctuate more than usual
and cause significant price variations to occur. The trading price of the shares of our common stock and the value of our other securities
will depend on many factors, which may change from time to time, including, without limitation, our financial condition, performance,
creditworthiness and prospects, future sales of our equity or equity related securities, and other factors identified above in “Forward-
Looking Statements,” and in this Item 1A — “Risk Factors.” The capital and credit markets can experience volatility and disruption. Such
volatility and disruption can reach unprecedented levels, resulting in downward pressure on stock prices and credit availability for certain
issuers without regard to their underlying financial strength. A significant decline in our stock price could result in substantial losses for
individual stockholders and could lead to costly and disruptive securities litigation.
47
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, elsewhere in this report and other documents we file with the SEC 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.
Substantially all of the Bancorp’s cash flow comes from dividends that the Bank pays to us. Various statutory provisions restrict the
amount of dividends that the Bank can pay to us without regulatory approval.
The Federal Reserve Board has previously issued Federal Reserve Supervision and Regulation Letter SR-09-4 that states that bank
holding companies are expected to inform and consult with the Federal Reserve supervisory staff prior to taking any actions that could
result in a diminished capital base, including any payment or increase in the rate of dividends. In addition, if we are not current in our
payment of dividends on our Junior Subordinated Notes, we may not pay dividends on our common stock. Further, new capital conservation
buffer requirements will limit the ability of the Bank to pay dividends to the Bancorp if we are not compliant with those capital cushions.
If the Bank were to liquidate, the Bank’s creditors would be entitled to receive distributions from the assets of the Bank to satisfy their
claims against the Bank before the Bancorp, as a holder of the equity interest in the Bank, would be entitled to receive any of the assets of
the Bank as a distribution or dividend.
The restrictions described above 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.
48
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. Our 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.
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 outstanding debt securities restrict our ability to pay dividends on our common 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.
49
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 2021 fiscal year and that remain unresolved.
Item 2. Properties
Cathay General Bancorp
As of the date of the filing of this annual report, the Bancorp 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 maintains its headquartered office in the Chinatown area of Los Angeles, California. It also maintains certain of its
administrative offices at its Corporate Center located at 9650 Flair Drive, El Monte, California 91731, and a building located at 4128
Temple city Boulevard, Rosemead. The Bank owns the buildings and land in all three locations.
The Bank owns 16 of its branch offices. The other branch and representative offices and other properties are leased by the Bank under
leases with expiration dates ranging from May 2023 to December 2029, exclusive of renewal options. As of December 31, 2022, the Bank’s
investment in premises and equipment totaled $94.8 million, net of accumulated depreciation. See Note 7 and Note 15 to the Consolidated
Financial Statements.
Item 3. Legal Proceedings
See the information under section entitled “Legal Proceedings” in Note 14 to the Consolidated Financial Statements. That information
is incorporated into this item by reference.
Item 4. Mine Safety Disclosures
Not Applicable.
50
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
Bancorp’s common stock is listed on the NASDAQ Global Select Market under the symbol “CATY.” As of February 15, 2023,
Bancorp had outstanding approximately 72,556,149 shares of common stock with approximately 1,527 holders of record. For information
on Bancorp’s dividend policy and the statutory and regulatory limitations on the ability of Bancorp to pay dividends to its shareholders and
on the Bank to pay dividends to Bancorp, see “Item 1. Business-Regulation and Supervision — Dividends” and “Item 7. Management’s
Discussion and Analysis of Financial Condition and Results of Operations — Capital Resources – Dividend Policy.”.
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 shareholder return over a five-year period
through December 31, 2022, assuming an investment of $100 was made and that all dividends were reinvested, in each of our common
stock, the Standard & Poor’s (S&P) 500 Index, and the S&P U.S. BMI Banks–Western Region Index. The S&P U.S. BMI Banks–Western
Region 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
2023 annual meeting of stockholders, a list of the companies included in the S&P U.S. BMI Banks–Western Region Index. Requests for
this information should be addressed to May Chan, Corporate Secretary, Cathay General Bancorp, 777 North Broadway, Los Angeles,
California 90012.
51
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 ............................................................
S&P U.S. BMI Banks - Western Region Index ...........
Period Ending
12/31/2017 12/31/2018 12/31/2019 12/31/2020 12/31/2021 12/31/2022
114.11
156.88
86.45
116.57
191.58
111.40
84.63
148.85
72.25
95.78
125.72
96.55
100.00
100.00
100.00
81.53
95.62
79.17
Source: S&P Global Market Intelligence © 2023
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.
52
Issuer Purchases of Equity Securities
The Company completed its September 2021 stock buyback program by repurchasing 704,927 shares at an average cost of $46.67 for
a total of $32.9 million during the first quarter of 2022. On May 26th, 2022, the Board of Directors approved a new stock repurchase
program to buyback up to $125.0 million of the Company’s common stock. Through December 31, 2022, the Company repurchased
2,522,538 shares of common stock for a total of $108.4 million, at an average cost of $42.98 per share under the May 2022 buyback
program.
Issuer Purchases of Equity Securities
(a) Total Number
of Shares (or
Units) Purchased
(b) Average
Price Paid per
Share (or
Unit)
(c) Total Number of
Shares (or Units)
Purchased as Part of
Publicly Announced
Plans or Programs
(d) Maximum Number
(or Approximate Dollar
Value) of Shares (or
Units) that May
Yet Be Purchased
Under the Plans or
Programs
0 $
509,377 $
183,623 $
693,000 $
-
45.52
45.49
45.52
0 $
48,122,085
509,377 $
24,933,552
183,623 $
693,000 $
16,580,163
16,580,163
Period
October 1, 2022 –
October 31, 2022
November 1, 2022 –
November 30, 2022
December 1, 2022 –
December 31, 2022
Total
Item 6. Reserved
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 this Annual Report and the
audited Consolidated Financial Statements and Notes appearing elsewhere in this Annual Report. The following discussion and analysis of
our financial condition and results of operations contains forward-looking statements. These statements are based on current expectations
and assumptions, which are subject to risks and uncertainties. See “Forward-Looking Statements” and “Risk Factors Summary.” Actual
results could differ materially because of various factors, including but not limited to those discussed in “Risk Factors,” under Part I, Item
1A of this Annual Report.
The Bank offers a wide range of financial services. As of the filing date of this report, the Bank operates 25 branches in Southern
California, 19 branches in Northern California, 9 branches in New York State, four branches in Washington State, two branches in Illinois,
two branches in Texas, one branch in each of Maryland, Massachusetts, Nevada, and New Jersey, one branch in Hong Kong, and a
representative office in Beijing, in Shanghai, and in Taipei. 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.
53
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 GAAP. The preparation of the 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 that are fundamental to understanding our financial condition and results of operations involve significant
judgments and assumptions by management that 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 that 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 (“ACL”) on Loans Held for Investment
The Bank maintains the allowance for credit losses at a level that the Bank considers appropriate to absorb the estimated and known
risks in the loan portfolio and off-balance sheet unfunded credit commitments. Allowance for credit losses is comprised of the allowance
for loan losses and the reserve for off-balance sheet unfunded credit commitments. With this risk management objective, the Bank’s
management has an established monitoring system that it believes is designed to identify individually evaluated and potential problem
loans, and to permit periodic evaluation of impairment and the appropriate level of the allowance for credit losses in a timely manner.
In addition, the Company’s Board of Directors has established a written credit policy that includes a credit review and control system
that the Board of Directors 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 are 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 to the allowance for credit losses are made by charges to the provision for credit losses. While
management utilizes its business judgment based on the information available, the ultimate appropriateness of the allowance is dependent
upon a variety of factors, many of which are beyond the Bank’s control, including but not limited to the performance of the Bank’s loan
portfolio, the economy and market conditions, changes in interest rates, and the view of the regulatory authorities toward loan
classifications. 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 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 credit losses in future periods.
The allowance for loan losses was $146.5 million and the allowance for off-balance sheet unfunded credit commitments was $8.7
million at December 31, 2022, which represented the amount believed by management to be appropriate to absorb lifetime credit losses in
the loan portfolio, including unfunded credit commitments. The allowance for loan losses represented 0.80% of period-end gross loans and
182.12% of non-performing loans at December 31, 2022. The comparable ratios were 0.83% of period-end gross loans and 202.36% of
non-performing loans at December 31, 2021.
54
The allowance for credit losses is discussed in more detail in “Risk Elements of the Loan Portfolio — Allowance for Credit Losses”
below. Management has reviewed the foregoing critical accounting policies and related disclosures with the Audit Committee of the
Company’s Board of Directors.
Loan modifications
We began receiving requests from our borrowers for loan deferrals in March 2020 following the onset of the pandemic. Modifications
include the deferral of principal payments or the deferral of principal and interest payments for terms generally 90 - 180 days. Requests are
evaluated individually, and approved modifications are based on the unique circumstances of each borrower. At December 31, 2022 and
2021, $40.3 million and $70.0 million, respectively, of loans remain under loan modifications.
The CARES Act, as extended by the CAA, permits financial institutions to suspend requirements under GAAP for loan modifications
to borrowers affected by COVID-19 and is intended to provide interpretive guidance as to conditions that would constitute a short-term
modification that would not meet the definition of a troubled debt restructuring (“TDR”). Such conditions include the following (i) the loan
modification is made between March 1, 2020, and January 1, 2022, and (ii) the applicable loan was not more than 30 days past due as of
December 31, 2019. The Company is applying this guidance to qualifying loan modifications.
Paycheck Protection Program (PPP)
As part of the CARES Act, the Small Business Administration (SBA) has been authorized to guarantee loans under the PPP through
December 31, 2021 for small businesses who meet the necessary eligibility requirements in order to keep their workers on the payroll. One
of the notable features of the PPP is that borrowers are eligible for loan forgiveness if borrowers, among other conditions, maintain their
staff and payroll and if loan amounts are used to cover payroll, mortgage interest, rents and utilities payments. PPP loans have a two to five
year term and earn interest at a rate of 1%. We began accepting applications on April 3, 2020. As of December 31, 2022 and 2021, our
outstanding PPP loans had a current balance of $2.6 million and $90.5 million, respectively. PPP loans are guaranteed by the SBA and
therefore we believe PPP loans generally do not represent a material credit risk.
55
Results of Operations
Overview
For the year ended December 31, 2022, we reported net income of $360.6 million, or $4.83 per diluted share, compared to net income
of $298.3 million, or $3.80 per diluted share, in 2021, and net income of $228.9 million, or $2.87 per diluted share, in 2020. The $62.3
million increase in net income from 2021 to 2022 was primarily the result of increases in net interest income partially offset by increases
in provision for credit losses, and increases in income taxes. The return on average assets in 2022 was 1.69%, compared to 1.52% in 2021,
and to 1.22% in 2020. The return on average stockholders’ equity was 14.70% in 2022, compared to 12.11% in 2021, and to 9.70% in
2020.
Highlights
● Record net income of $360.6 million and EPS of $4.83 per share in 2022.
● Quarterly earnings per share increased 35.7% compared to same quarter in 2021.
●
Total loans increased $1.4 billion, or 8.3%, excluding HSBC purchased loans of $550.5 million, in 2022.
Net income available to common stockholders and key financial performance ratios are presented below for the three years indicated:
2022
Year Ended December 31,
2021
(In thousands, except per share data)
2020
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 ..............................................................................
360,642 $
4.85 $
4.83 $
1.69%
14.70%
21,383,732 $
2,453,391 $
38.38%
23.68%
298,304 $
3.81 $
3.80 $
1.52%
12.11%
19,591,537 $
2,463,021 $
43.92%
21.88%
228,860
2.88
2.87
1.22%
9.70%
18,736,854
2,359,735
47.65%
9.89%
Net Interest Income
Comparison of 2022 with 2021
Net interest income increased $135.9 million, or 22.7%, from $597.8 million in 2021 to $733.7 million in 2022. The increase in net
interest income was due primarily to the increase in interest income from loans offset by an increase in interest expense from time deposits.
Average loans for 2022 were $17.6 billion, a $1.8 billion, or an 11.4% increase from $15.8 billion in 2021. Compared with 2021,
average residential mortgage loans increased $825.8 million, or 20.1%, average commercial mortgage loans increased $786.9 million, or
10.2%, and average commercial loans increased $307.3 million, or 10.6%. Average investment securities were $1.3 billion in 2022, an
increase of $275.2 million, or 26.3%, from 2021. Average interest-bearing cash on deposits with financial institutions decreased $387.7
million, or 23.5%, to $1.3 billion in 2022 from $1.6 billion in 2021.
56
Average interest-bearing deposits were $13.9 billion in 2022, an increase of $933.1 million, or 7.2%, from $13.0 billion in 2021,
primarily due to increases of $868.1 million, or 21.5%, in money market accounts, $424.1 million, or 20.7%, in interest bearing demand
deposits, and $221.3 million, or 24.7%, in savings accounts, offset by decreases of $580.4 million, or 9.7%, in time deposits.
Interest income increased $184.8 million, or 27.7%, from $666.5 million in 2021 to $851.3 million in 2022 primarily due to increases
in loan rates:
● Changes in volume: Average interest-earning assets increased $1.7 billion, or 9.1%, to $20.2 billion in 2022, compared with
average interest-earning assets of $18.5 billion in 2021. Average loans increased $1.8 billion and average investment securities
increased $275.2 million in 2022. Offsetting the above increases was a decrease of $387.7 million in average interest-bearing
deposits with other financial institutions. The changes in volume contributed to interest income increase of $81.9 million.
● Changes in rate: The average yield of interest-bearing assets increased to 4.21% in 2022 from 3.59% in 2021. The increase in
rate on loans resulted from an increase of $74.6 million in interest income, the increase in rate on investment securities resulted
from an increase of $9.7 million in interest income, and the increase in rate on deposits with other financial institutions resulted
from an increase of $18.4 million in interest income. The changes in rate contributed to an interest income increase of $102.8
million.
● Change in the mix of interest-earning assets: Average gross loans, which generally have a higher yield than other types of
investments, comprised 87.2% of total average interest-earning assets in 2022, an increase from 85.4% in 2021. Average
investment securities comprised 6.5% of total average interest-bearing assets in 2022, an increase from 5.6% in 2021.
Interest expense increased by $48.8 million, or 71.0%, to $117.6 million in 2022, compared with $68.8 million in 2021, primarily due
to increased average interest-bearing deposits, and FHLB advances. The overall increase in interest expense was primarily due to increases
in rates on interest bearing deposits, and volume and rate increases in other borrowings as discussed below:
● Changes in volume: Average interest-bearing deposits increased $933.1 million, or 7.2%, and average FHLB advances and other
borrowings increased $171.8 million, or 227.5%. The changes in volume caused an increase in interest expense of $5.3 million.
● Changes in rate: The average costs of interest-bearing deposits, FHLB advances and other borrowings, increased to 0.76% and
2.73% in 2022 from 0.48%, and 1.57% in 2021, respectively. The changes in rate caused interest expense to increase by $43.6
million.
● Change in the mix of interest-bearing liabilities: Average interest-bearing deposits of $13.9 billion decreased to 97.4% of total
interest-bearing liabilities in 2022 compared to 98.5% in 2021. Average FHLB advances and other borrowings of $247.3 million
increased to 1.7% of total interest-bearing liabilities. Average long-term debt of $119.1 million decreased to 0.8% of total
interest-bearing liabilities in 2022 compared to 0.9% in 2021.
Net interest margin, defined as net interest income to average interest-earning assets, was 3.63% in 2022 compared to 3.22% in 2021.
Comparison of 2021 with 2020
Net interest income increased $45.6 million, or 8.3%, from $552.1 million in 2020 to $597.8 million in 2021. The increase in net
interest income was due primarily to the decrease in interest expense from time deposits partially offset by lower interest income from
loans.
57
Average loans for 2021 were $15.8 billion, a $326.6 million, or 2.1% increase from $15.5 billion in 2020. Compared with 2020,
average commercial mortgage loans increased $304.1 million, or 4.1%, and average real estate construction loans increased $39.8 million,
or 6.3%. Average investment securities were $1.0 billion in 2021, a decrease of $169.8 million, or 14.0%, from 2020. Average interest-
bearing cash on deposits with financial institutions increased $689.3 million, or 71.8%, to $1.6 billion in 2021 from $960.3 million in 2020.
Average interest-bearing deposits were $13.0 billion in 2021, an increase of $434.2 million, or 3.5%, from $12.5 billion in 2020,
primarily due to increases of $1.1 billion, or 38.9%, in money market accounts, $455.3 million, or 28.6%, in interest bearing demand
deposits, and $138.1 million, or 18.2%, in savings accounts, offset by decreases of $1.3 billion, or 17.7%, in time deposits.
Interest income decreased $34.1 million, or 4.9%, from $700.6 million in 2020 to $666.5 million in 2021 primarily due to decreases
in the rate of loans:
● Changes in volume: Average interest-earning assets increased $846.1 million, or 4.8%, to $18.5 billion in 2021, compared with
the average interest-earning assets of $17.7 billion in 2020. Average loans increased $326.6 million and average interest-bearing
deposits with other financial institutions increased $689.3 million in 2021. Offsetting the above increases was a decrease of
$169.8 million in average investment securities. The changes in volume contributed to interest income increase of $12.4 million.
● Changes in rate: The average yield of interest-bearing assets decreased to 3.59% in 2021 from 3.96% in 2020. The decrease in
rate on loans resulted in a decrease of $42.0 million in interest income, the decrease in rate on deposits with other financial
institutions resulted in a decrease of $708 thousand interest income, and the decrease in rate on investment securities resulted in
a decrease of $3.8 million in interest income. The changes in rate contributed to interest income decrease of $46.5 million.
● Change in the mix of interest-earning assets: Average gross loans, which generally have a higher yield than other types of
investments, comprised 85.4% of total average interest-earning assets in 2021, a decrease from 87.6% in 2020. Average
investment securities comprised 5.6% of total average interest-bearing assets in 2021, a decrease from 6.9% in 2020.
Interest expense decreased by $79.7 million, or 53.7%, to $68.8 million in 2021, compared with $148.5 million in 2020, primarily due
to decreased cost from time deposits, FHLB advances, and long-term debt. The overall decrease in interest expense was primarily due to
decreases in rates on interest bearing deposits, volume decreases in long term debts and volume and rate decreases in other borrowings as
discussed below:
● Changes in volume: Average interest-bearing deposits increased $434.2 million, or 3.5%, offset by decreases of $250.5 million,
or 76.8%, in average FHLB advances and other borrowings. The changes in volume caused a decrease in interest expense of
$13.5 million.
● Changes in rate: The average costs of interest-bearing deposits, FHLB advances and other borrowings, and long-term debt
decreased to 0.48% and 1.57% and 4.85% in 2021 from 1.09%, 1.73%, and 4.86% in 2020, respectively. The changes in rate
caused interest expense to decrease by $66.2 million.
● Change in the mix of interest-bearing liabilities: Average interest-bearing deposits of $13.0 billion increased to 98.5% of total
interest-bearing liabilities in 2021 compared to 96.6% in 2020. Offsetting the increase, average FHLB advances and other
borrowings of $75.5 million decreased to 0.6% of total interest-bearing liabilities. Average long-term debt of $119.1 million
remained unchanged at 0.9% of total interest-bearing liabilities in 2021 compared to 0.9% in 2020.
Net interest margin, defined as net interest income to average interest-earning assets, was 3.22% in 2021 compared to 3.12% in 2020.
58
The following table sets forth information concerning average interest-earning assets, average interest-bearing liabilities, and the
average yields and rates paid on those assets and liabilities in 2022, 2021 and 2020. Average outstanding amounts included in the table are
daily averages.
Interest-Earning Assets and Interest-Bearing Liabilities
Average
Average
Average
2022
Average
Balance
Interest Yield/
Income/ Rate
(1)(2)
Expense
2021
Average
Balance
Interest Yield/
Income/ Rate
(1)(2)
Expense
($ In thousands)
2020
Average
Balance
Interest Yield/
Income/ Rate
(1)(2)
Expense
Interest-earning assets:
Total loans (1) .......................................... $ 17,631,943 $ 801,981
Investment securities .............................. 1,321,346 28,240
1,103
Federal Home Loan Bank stock .............
Interest-bearing deposits ........................ 1,261,878 19,957
Total interest-earning assets .......... $ 20,232,797 $ 851,281
17,630
4.55 % $ 15,827,550 $ 649,224
2.14 % 1,046,187 14,151
991
17,250
6.26 %
1.58 % 1,649,564
2,145
4.21 % $ 18,540,551 $ 666,511
4.10 % $ 15,500,910 $ 677,193
1.35 % 1,215,957 20,599
952
17,300
5.74 %
0.13 %
1,830
960,276
3.59 % $ 17,694,443 $ 700,574
4.37 %
1.69 %
5.50 %
0.19 %
3.96 %
0.18 %
0.74 %
0.13 %
1.54 %
1.09 %
1.73 %
4.86 %
1.14 %
2.82 %
3.12 %
Non-interest earning assets:
Cash and due from banks ....................... $
173,825
Other non-earning assets ........................ 1,128,038
Total non-interest earning assets ...... $ 1,301,863
(145,433 )
(5,701 )
Total assets ............................................ $ 21,383,526
Less: Allowance for loan losses .............
Deferred loan fees ........................
Interest-bearing liabilities:
$
157,952
1,041,667
$ 1,199,619
(142,969 )
(5,664 )
$ 19,591,537
$
148,234
1,052,693
$ 1,200,927
(156,225 )
(2,291 )
$ 18,736,854
Interest-bearing demand deposits .......... $ 2,471,256 $
8,176
Money market deposits .......................... 4,902,357 39,913
Savings deposits ..................................... 1,118,967
853
Time deposits ......................................... 5,398,808 56,354
Total interest-bearing deposits .......... $ 13,891,388 $ 105,296
0.33 % $ 2,047,177 $
2,249
0.81 % 4,034,246 18,241
0.08 %
769
897,663
1.04 % 5,979,191 40,542
0.76 % $ 12,958,277 $ 61,801
0.11 % $ 1,591,924 $
2,816
0.45 % 2,903,837 21,574
0.09 %
1,006
759,581
0.68 % 7,268,738 111,629
0.48 % $ 12,524,080 $ 137,025
Other borrowings ...................................
Long-term debt .......................................
6,742
5,546
Total interest-bearing liabilities ........ $ 14,257,800 $ 117,584
247,276
119,136
1,182
75,516
2.73 %
4.66 %
5,773
119,136
0.82 % $ 13,152,929 $ 68,756
5,648
326,023
1.57 %
4.85 %
5,791
119,136
0.52 % $ 12,969,239 $ 148,464
Non-interest bearing liabilities:
Demand deposits .................................... 4,386,526
Other liabilities .......................................
285,809
Today equity .......................................... 2,453,391
Total liabilities and equity .............. $ 21,383,526
3,751,626
223,961
2,463,021
$ 19,591,537
3,158,828
249,052
2,359,735
$ 18,736,854
Net interest spread .......................................
Net interest income .....................................
Net interest margin ......................................
$ 733,697
3.38 %
3.63 %
$ 597,755
3.07 %
3.22 %
$ 552,110
(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
59
Net Interest Income — Changes Due to Rate and Volume (1)
2022 - 2021
Increase/(Decrease) in
Net Interest Income Due to:
2021 - 2020
Increase/(Decrease) in
Net Interest Income Due to:
Change in Change in
Volume
Rate
Total
Change
Change in Change in
Volume
Total
Change
Rate
Interest-earning assets
Loans ................................................... $
Investment securities ...........................
Federal Home loan Bank stock ...........
Deposits with other banks ...................
Total changes in interest income .........
Interest-Bearing Liabilities
Interest-bearing demand deposits ........
Money market deposits .......................
Savings deposits ..................................
Time deposits ......................................
Other borrowings ................................
Long-term debt ....................................
Total changes in interest expense ........
(In thousands)
78,136 $
4,395
22
(620)
81,933
74,621 $
9,694
90
18,432
102,837
152,757 $
14,089
112
17,812
184,770
14,047 $
(2,639)
(2)
1,023
12,429
(42,016) $
(3,809)
41
(708)
(46,492)
553
4,591
175
(4,259)
4,192
—
5,252
5,374
17,081
(91)
20,071
1,368
(227)
43,576
5,927
21,672
84
15,812
5,560
(227)
48,828
674
6,759
161
(17,137)
(3,969)
—
(13,512)
(1,241)
(10,092)
(398)
(53,950)
(497)
(18)
(66,196)
(27,969)
(6,448)
39
315
(34,063)
(567)
(3,333)
(237)
(71,087)
(4,466)
(18)
(79,708)
Change in net interest income .......... $
76,681 $
59,261 $
135,942 $
25,941 $
19,704 $
45,645
(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 provision for credit losses of $14.5 million in 2022 compared with a reversal for credit losses of $16.0
million in 2021, and a provision for credit losses of $57.5 million in 2020. Net charge-offs for 2022 were $2.6 million, or 0.01% of average
loans, compared to net charge-offs of $17.6 million for 2021, or 0.11% of average loans, and net recoveries of $14.2 million for 2020, or
0.09% of average loans.
Non-interest Income
Non-interest income increased $2.2 million, or 4.0%, to $56.8 million for 2022, from $54.6 million for 2021, compared to $42.8
million for 2020. 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.
Comparison of 2022 with 2021
The increase in non-interest income from 2021 to 2022 was primarily due to a $1.4 million increase in wealth management fees, and
a $1.8 million decrease in loss on equity securities.
60
Comparison of 2021 with 2020
The increase in non-interest income from 2020 to 2021 was primarily due to a $4.5 million increase in wealth management fees, $4.3
million increase in derivative fees and $1.3 million increase in the Bank Owned Life Insurance death benefit income.
Non-interest Expense
Non-interest expense includes expenses related to salaries and benefits of employees, occupancy expenses, marketing expenses,
computer and equipment expenses, amortization of core deposit intangibles, amortization of investment is affordable housing and
alternative energy partnerships, and other operating expenses.
Comparison of 2022 with 2021
Non-interest expense totaled $303.4 million in 2022 compared to $286.5 million in 2021. The increase of $16.9 million, or 5.9%, in
non-interest expense in 2022 compared to 2021 was primarily due to a combination of the following:
●
Salaries and employee benefits increased $9.8 million, or 7.3%.
Professional Service increased $4.6 million, or 19.4%.
●
● Occupancy expenses increased $2.5 million, or 12.3%.
● Amortization of core deposit intangibles increased $1.2 million, or 175.4%.
● Amortization of investments in affordable housing and alternative energy partnerships decreased $3.4 million, or 7.4%.
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 38.38% in 2022 compared to 43.92% in 2021 due primarily to higher net interest income offset by an
increase in non-interest expense as explained above.
Comparison of 2021 with 2020
Non-interest expense totaled $286.5 million in 2021 compared to $283.5 million in 2020. The increase of $3.1 million, or 1.1%, in
non-interest expense in 2021 compared to 2020 was primarily due to a combination of the following:
Salaries and employee benefits increased $8.8 million, or 7.1%.
Professional Service increased $1.8 million, or 8.3%.
●
●
● Computer and equipment expenses increased $2.4 million, or 22.2%.
● Marketing expenses increased $1.7 million, or 32.3.%
● Amortization of investments in affordable housing and alternative energy partnerships decreased $12.8 million, or 21.9%.
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 43.92% in 2021 compared to 47.65% in 2020 due primarily to an increase in non-interest expense and
higher net interest income as explained above.
Income Tax Expense
Income tax expense was $111.9 million in 2022, compared to $83.5 million in 2021, and $25.1 million in 2020. The effective tax rate
was 23.7% for 2022, 21.9% for 2021, and 9.9% for 2020. The effective tax rate includes the impact of low-income housing and alternative
energy investments.
61
Our tax returns are open for audits by the Internal Revenue Service back to 2019 and by the California Franchise Tax Board back to
2018. The audit by the Internal Revenue Service for 2017 was completed in July 2020 and did not have an impact on income tax expense.
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 $22.0 billion at December 31, 2022, an increase of $1.1 billion, or 5.3%, from $20.9 billion at December 31, 2021,
primarily due to an increase of $1.9 billion in net loans, an increase of $345.9 million in investment securities offset by a decrease of $1.4
billion in short-term investments and interest-bearing deposits.
Investment Securities
Investment securities were $1.5 billion and represented 6.8% of total assets at December 31, 2022, compared with $1.1 billion and
5.5% of total assets at December 31, 2021. 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 ...........................................................................................
Mortgage-backed securities........................................................................................................
Collateralized mortgage obligations ...........................................................................................
Corporate debt securities ............................................................................................................
Total ...................................................................................................................................... $
Equity Securities
Mutual funds ..............................................................................................................................
Preferred stock of government sponsored entities ......................................................................
Other equity securities................................................................................................................
Total ...................................................................................................................................... $
As of December 31,
2022
2021
(In thousands)
240,500 $
63,610
30,000
867,094
31,061
241,083
1,473,348 $
5,509
1,289
15,360
22,158 $
—
87,509
—
888,665
9,117
142,018
1,127,309
6,230
1,811
14,278
22,319
Effective January 1, 2021, upon the adoption of ASU 2016-13, Financial Instruments - Credit Losses, debt securities available-for-
sale are measured at fair value and subject to impairment testing. When an available-for-sale debt security is considered impaired, the
Company must determine if the decline in fair value has resulted from a credit-related loss or other factors and then, (1) recognize an
allowance for credit losses by a charge to earnings for the credit-related component (if any) of the decline in fair value, and (2) recognize
in other comprehensive income (loss) any non-credit related components of the fair value change. If the amount of the amortized cost basis
expected to be recovered increases in a future period, the valuation reserve would be reduced, but not more than the amount of the current
existing reserve for that security.
For available-for-sale (“AFS”) debt securities in an unrealized loss position, the Company first assesses whether it intends to sell, or
it is more likely than not that it will be required to sell the security before recovery of its amortized cost basis. If either of the criteria
regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value with the credit component of
the unrealized loss of the impaired AFS debt security recognized as an allowance for credit losses, and a corresponding provision for credit
losses on the consolidated statement of income. For AFS debt securities that do not meet the aforementioned criteria, the Company evaluates
whether the decline in fair value has resulted from credit losses or other factors.
62
In making this assessment, management considers the extent to which fair value is less than amortized cost, the payment structure of
the security, failure of the issuer of the security to make scheduled interest or principal payments, any changes to the rating of the security
by a rating agency, and adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit
loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the
security. Any fair value changes that have not been recorded through an allowance for credit losses is recognized in other comprehensive
income. In the current period, management evaluated the securities in an unrealized loss position and determined that their unrealized losses
were a result of the level of market interest rates relative to the types of securities and pricing changes caused by shifting supply and demand
dynamics and not a result of downgraded credit ratings or other indicators of deterioration of the underlying issuers' ability to
repay. Accordingly, we determined the unrealized losses were not credit-related and recognized the unrealized losses in "other
comprehensive income/(loss)" in stockholders' equity. Although we periodically sell securities for portfolio for management purposes, we
do not foresee having to sell any impaired securities strictly for liquidity needs and believe that it is more likely than not we would not be
required to sell any impaired securities before recovery of their amortized cost.
The tables below show the related fair value and the gross unrealized losses of the Company’s investment portfolio, aggregated by
investment category and the length of time that individual securities have been in a continuous unrealized loss position, as of December
31, 2022, and December 31, 2021:
Securities Available-for-
Sale
U.S. treasury securities ........... $
U.S. government agency
entities ................................
Mortgage-backed securities ....
Collateralized mortgage
obligations ..........................
Corporate debt securities ........
Total .................................. $
Less than 12 months
Gross
As of December 31, 2022
12 months or longer
Gross
Fair
Value
Unrealized
Losses
Fair
Value
Unrealized
Losses
Fair
Value
Total
Gross
Unrealized
Losses
(In thousands)
240,500 $
1,111 $
— $
— $
240,500 $
1,111
—
394,123
—
33,042
1,806
452,739
121
93,941
1,806
846,862
24,427
109,995
769,045 $
1,614
3,256
39,023 $
6,634
100,977
562,156 $
1,877
14,553
110,492 $
31,061
210,972
1,331,201 $
121
126,983
3,491
17,809
149,515
Less than 12 months
Gross
As of December 31, 2021
12 months or longer
Gross
Fair
Value
Unrealized
Losses
Fair
Value
Unrealized
Losses
Fair
Value
Total
Gross
Unrealized
Losses
(In thousands)
Securities Available-for-
Sale
U.S. treasury securities ........... $
U.S. government agency
entities ................................
Mortgage-backed securities ....
Collateralized mortgage
obligations ..........................
Corporate debt securities ........
Total .................................. $
— $
— $
— $
— $
— $
—
—
527,276
8,989
103,720
639,985 $
—
6,659
417
2,122
9,198 $
2,337
6,496
128
19,468
28,429 $
135
755
2,337
533,772
13
532
1,435 $
9,117
123,188
668,414 $
135
7,414
430
2,654
10,633
63
The scheduled maturities and taxable-equivalent yields by security type are presented in the following table:
Securities Portfolio Maturity Distribution and Yield Analysis:
One Year
or Less
After One
Year to
Five Years
As of December 31, 2022
After Five
Years to
Ten Years
(In thousands)
Over Ten
Years
Total
Maturity Distribution:
Securities Available-for-Sale:
U.S. treasury securities ...................................... $
U.S. government agency entities .......................
U.S. government sponsored entities ..................
Mortgage-backed securities (1) ..........................
Collateralized mortgage obligations (1) ..............
Corporate debt securities ...................................
Total ............................................................. $
Weighted-Average Yield:
Securities Available-for-Sale:
U.S. treasury securities ......................................
U.S. government agency entities .......................
U.S. government sponsored entities ..................
Mortgage-backed securities (1) ..........................
Collateralized mortgage obligations (1) ..............
Corporate debt securities ...................................
Total .............................................................
240,500
—
30,000
7
—
39,543
310,050
$
$
—
—
—
679
—
195,937
196,616
$
$
—
22,933
—
130,847
65
5,603
159,448
$
$
—
40,677
—
735,561
30,996
—
807,234
$
$
240,500
63,610
30,000
867,094
31,061
241,083
1,473,348
1.09%
—
4.75
2.03
—
3.31
1.73%
—%
—
—
3.70
—
3.37
3.37%
—%
3.66
—
3.20
4.07
5.47
3.34%
—%
3.79
—
2.83
3.00
—
2.88%
1.09%
3.74
4.75
2.88
3.00
3.41
2.75%
(1) Securities reflect stated maturities and do not reflect the impact of anticipated prepayments.
Equity Securities
For the year ended December 31, 2022, the Company recognized a net gain of $392 thousand due to the increase in fair value of equity
investments with readily determinable fair values during the year, compared to a net loss of $1.4 million in 2021. Equity securities were
$22.2 million as of December 31, 2022, compared to $22.3 million as of December 31, 2021.
Loans
Loans represented 90.2% of average interest-earning assets during 2022, compared with 85.4% during 2021. Gross loans increased
by $1.9 billion, or 11.7%, to $18.3 billion at December 31, 2022, compared with $16.3 billion at December 31, 2021. The increase in gross
loans was primarily attributable to the following:
●
Total residential mortgage loans increased by $1.1 billion, or 25.6%, to $5.3 billion at December 31, 2022, compared to
$4.2 billion at December 31, 2021, primarily due to $550.5 million in loans from the acquisition of certain HSBC West Coast
branches, the originations of hybrid and limited documentation mortgages, and loan purchases.
● Commercial mortgage loans increased $650.4 million, or 8.0%, to $8.8 billion at December 31, 2022, compared to $8.1 billion
at December 31, 2021. Total commercial mortgage loans accounted for 48.2% of gross loans at December 31, 2022, compared
to 49.8% at December 31, 2021. 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.
64
● Commercial loans increased $336.4 million, or 11.3%, to $3.3 billion at December 31, 2022, compared to $3.0 billion at
December 31, 2021. 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 decreased $51.7 million, or 8.5%, to $559.4 million at December 31, 2022, compared to
$611.0 million at December 31, 2021.
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 $324.3 million as of December 31, 2022, compared to $275.6 million as of December 31, 2021.
The classification of loans by type and amount outstanding as of December 31 for each of the past five years is presented below:
2022
2021
Loan Type and Mix
As of December 31,
2020
(In thousands)
2019
2018
Commercial loans ......................................................... $ 3,318,778 $ 2,982,399 $ 2,836,833 $ 2,778,744 $ 2,741,965
3,943,820
Residential mortgage loans and equity lines .................
5,577,500
6,724,200
Commercial mortgage loans..........................................
8,793,685
581,454
Real estate construction loans .......................................
559,372
4,349
Installment and other loans ...........................................
4,689
Gross loans ................................................................ 18,254,024 16,342,479 15,644,396 15,075,481 13,995,788
4,569,944
7,555,027
679,492
3,100
4,601,493
8,143,272
611,031
4,284
4,436,561
7,275,262
579,864
5,050
Less:
Allowance for loan losses .............................................
Unamortized deferred loan fees ....................................
(122,391)
(146,485)
(1,565)
(6,641)
Total loans, net ........................................................ $ 18,100,898 $ 16,202,001 $ 15,475,364 $ 14,951,631 $ 13,871,832
—
Loans held for sale .................................................. $
(136,157)
(4,321)
(166,538)
(2,494)
(123,224)
(626)
— $
— $
— $
— $
The loan maturities in the table below are based on contractual maturities as of December 31, 2022. 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
As of December 31, 2022
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 .......................................................................................
Gross loans ................................................................................ $
Floating rate ...................................................................................
Fixed rate .......................................................................................
Gross loans ................................................................................ $
Allowance for loan losses ..............................................................
Unamortized deferred loan fees .....................................................
Total loans, net .........................................................................
65
2,385,450 $
144,119
506,571 $
75,343
127,655 $
79,640
3,019,676
299,102
29
1,862
1,097
30,900
3,753,624
1,789,988
3,754,750
1,822,750
490,606
380,984
1,695,943
1,653,903
3,995,288
576,961
6,181,837
2,611,848
363,248
6
186,995
—
9,123
—
559,366
6
3,909
—
3,770,213 $
3,243,242
526,971
3,770,213 $
642
—
138
—
4,689
—
4,151,394 $ 10,332,417 $ 18,254,024
2,391,248
13,520,318
4,733,706
1,760,146
4,151,394 $ 10,332,417 $ 18,254,024
(146,485)
(6,641)
$ 18,100,898
7,885,828
2,446,589
Deposits
The Bank primarily uses client deposits to fund its operations, and to a lesser extent advances from the Federal Home Loan Bank
(“FHLB”), 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 clients 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. The Bank considers wholesale deposits to be an alternative borrowing source
rather than a client relationship and, as such, their levels are determined by management’s decisions as to the most economic funding
sources. Brokered-deposits totaled $1.2 billion, or 6.2%, of total deposits, at December 31, 2022, compared to $394.0 million, or 2.2%, at
December 31, 2021.
The Bank’s total deposits increased $446.4 million, or 2.5%, to $18.5 billion at December 31, 2022, from $18.1 billion at December
31, 2021, primarily due to a $1.5 billion, or 27.1%, increase in time deposits offset, in part, by a $798.9 million decrease in money market
deposits, a $323.1 million, or 7.2%, decrease in Non-interest-bearing demand deposits. The following table displays the deposit mix
balances as of the end of the past three years:
Deposit Mix
2022
Year Ended December 31,
2021
2020
Amount
%
Amount
%
Amount
%
(In thousands)
Deposits
Non-interest-bearing demand deposits .... $ 4,168,989
Interest bearing demand deposits ............ 2,509,736
Money market deposits ........................... 3,812,724
Savings deposits ...................................... 1,000,460
Time deposits .......................................... 7,013,370
Total deposits ..................................... $ 18,505,279
22.5% $ 4,492,054
2,522,442
13.6
4,611,579
20.6
915,515
5.4
37.9
5,517,252
100.0% $ 18,058,842
24.9% $ 3,365,086
1,926,135
14.0
3,359,191
25.5
785,672
5.1
30.5
6,673,317
100.0% $ 16,109,401
20.9%
12.0
20.8
4.9
41.4
100.0%
Average total deposits increased $1.6 billion, or 9.5%, to $18.3 billion in 2022, compared with average total deposits of $16.7 billion
in 2021.
The following table displays average deposits and rates for the past five years:
Average Deposits and Average Rates
2022
2021
Year Ended December 31,
2020
2019
2018
Amount
%
Amount
%
Amount
%
Amount
%
Amount
%
(In thousands)
Deposits
Non-interest-bearing demand deposits........ $ 4,386,526 — % $ 3,751,626 — % $ 3,158,828 — % $ 2,837,946 — % $ 2,819,711 — %
Interest bearing demand deposits ................ 2,471,256 0.33
Money market deposits ............................... 4,902,357 0.81
Savings deposits .......................................... 1,118,967 0.08
Time deposits .............................................. 5,398,808 1.04
1,290,752 0.18
2,012,306 1.07
731,027 0.20
7,459,800 2.05
1,591,924 0.18
2,903,837 0.74
759,581 0.13
7,268,738 1.54
2,047,177 0.11
4,034,246 0.45
897,663 0.09
5,979,191 0.68
1,389,326 0.20
2,200,847 0.74
791,982 0.20
6,031,061 1.43
Total deposits ........................................ $ 18,277,914 0.58 % $ 16,709,903 0.37 % $ 15,682,908 0.87 % $ 14,331,831 1.24 % $ 13,232,927 0.81 %
Management considers the Bank’s time deposits of $250 thousand or more, which totaled $4.2 billion at December 31, 2022, to be
generally less volatile than other wholesale funding sources primarily because approximately 84.7% of the Bank’s CDs of $250 thousand
or more have been on deposit with the Bank for two years or more. Management monitors the CDs of $250 thousand or more portfolio to
help identify any changes in the deposit behavior in the market and of the Bank’s clients.
66
Approximately 98.8% of the Bank’s CDs mature within one year as of December 31, 2022. The following tables display time deposits
by maturity:
Time Deposits by Maturity
Time Deposits -
under $100,000
At December 31, 2022
Time Deposits -
$100,000 and
over
(In thousands)
Total Time
Deposits
Less than three months .................................................................................. $
Three to six months .......................................................................................
Six to twelve months .....................................................................................
Over one year ................................................................................................
Total ......................................................................................................... $
498,421 $
439,621
201,700
23,238
1,162,980 $
1,450,174 $
696,704
3,639,502
64,010
5,850,390 $
1,948,595
1,136,325
3,841,202
87,248
7,013,370
Percent of total deposits ................................................................................
6.3%
31.6%
37.9%
The following table displays time deposits with a remaining term of more than one year at December 31, 2022:
Maturities of Time Deposits with a Remaining Term
of More Than One Year for Each
of the Five Years Following December 31, 2022
2023 ....................................................................................................................................................................... $
2024 ....................................................................................................................................................................... $
2025 ....................................................................................................................................................................... $
2026 ....................................................................................................................................................................... $
2027 ....................................................................................................................................................................... $
(In thousands)
79,376
5,093
591
2,168
20
67
Borrowings
Borrowings include securities sold under agreements to repurchase, Federal funds purchased, funds obtained as advances from the
FHLB of San Francisco, and borrowings from other financial institutions.
As of December 31, 2022, there was $150.0 million in over-night borrowings from the FHLB at a rate of 4.65% in 2022 and no over-
night borrowings from the FHLB in 2021. As of December 31, 2022, the advances from the FHLB were $335.0 million at a weighted
average rate of 4.54% compared to $20.0 million at a weighted average rate of 2.89% as of December 31, 2021. As of December 31, 2022,
final maturity for the FHLB advances were $300.0 million in January 2023, $20.0 million in May 2023, and $15.0 million in September
2024.
Long-term Debt
We established three special purpose trusts in 2003 and two in 2007 for the purpose of issuing Guaranteed Preferred Beneficial
Interests in their Subordinated Debentures to outside investors (“Capital Securities”). The proceeds from the issuance of the Capital
Securities as well as our purchase of the common stock of the special purpose trusts were invested in Junior Subordinated Notes of the
Company (“Junior Subordinated Notes”). The trusts exist for the purpose of issuing the Capital Securities and investing in Junior
Subordinated Notes. Subject to some limitations, payment of distributions out of the monies held by the trusts and payments on liquidation
of the trusts, or the redemption of the Capital Securities, are guaranteed by the Company to the extent the trusts have funds on hand at such
time. The obligations of the Company under the guarantees and the Junior Subordinated Notes are subordinate and junior in right of
payment to all indebtedness of the Company and will be structurally subordinated to all liabilities and obligations of the Company’s
subsidiaries. The Company has the right to defer payments of interest on the Junior Subordinated Notes at any time or from time to time
for a period of up to twenty consecutive quarterly periods with respect to each deferral period. Under the terms of the Junior Subordinated
Notes, the Company may not, with certain exceptions, declare or pay any dividends or distributions on its capital stock or purchase or
acquire any of its capital stock if it has deferred payment of interest on any Junior Subordinated Notes.
As of December 31, 2022, Junior Subordinated Notes totaled $119.1 million with a weighted average interest rate of 4.01%, compared
to $119.1 million with a weighted average rate of 2.38% as of December 31, 2021. The Junior Subordinated Notes have a stated maturity
term of 30 years and qualify as Total Capital for these periods.
Off-Balance-Sheet Arrangements, Commitments, Guarantees, and Contractual Obligations
In the normal course of business, we enter into various transactions, which, in accordance with GAAP, are not included in the
Consolidated Balance Sheets. We enter into these transactions to meet the financing needs of our clients. 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 clients
maintaining specific credit standards at the time of loan funding. We minimize our exposure to loss under these commitments by subjecting
them to credit approval and monitoring procedures. Management assesses the credit risk associated with certain commitments to extend
credit in determining the level of the allowance for credit losses.
Standby Letters of Credit. Standby letters of credit are written conditional commitments issued by us to secure the obligations of a
client to a third party. In the event the client 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 client. Our
policies generally require that standby letter of credit arrangements contain security and debt covenants similar to those contained in loan
agreements.
68
Capital Resources
Stockholders’ Equity
Total equity was $2.5 billion at December 31, 2022, an increase of $27.8 million, or 1.1%, from $2.4 billion at December 31, 2021,
primarily due to net income of $360.6 million, proceeds from dividend reinvestment of $3.7 million, and stock based compensation of $7.0
million, offset by other comprehensive income/(loss) of $99.2 million, shares withheld related to net share settlement of RSUs of $2.9
million, purchase of treasury stock of $141.3 million, and common stock cash dividends of $101.0 million. The Company paid cash
dividends of $1.36 per common share in 2022, $1.27 per common share in 2021, and $1.24 per common share in 2020.
On September 2, 2021, the Board of Directors approved a stock repurchase program to buy back up to $125.0 million of the Bancorp’s
common stock. The $125.0 million share repurchase program was completed on February 18, 2022, with the repurchased of 2,858,503
shares for a total of $125.0 million, at an average cost of $43.73 per share.
On May 26, 2022, the Board of Directors approved a new stock repurchase program to buy back up to $125.0 million of the Bancorp’s
common stock. As of December 31, 2022, the Company repurchased 2,522,538 shares of common stock for a total of $108.4 million, at an
average cost of $42.98 per share.
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, 2022, the Company’s Tier 1 risk-based capital ratio of 12.21%, total risk-based capital ratio of 13.73%, and Tier
1 leverage capital ratio of 10.08%, calculated under the Basel III Capital Rules, continue to place the Company in the “well capitalized”
category for regulatory purposes, which is defined as institutions with 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, 2021,
the Company’s Tier 1 risk-based capital ratio was 12.80%, total risk-based capital ratio was 14.41%, and Tier 1 leverage capital ratio was
10.40%.
A table displaying the Bancorp’s and the Bank’s capital and leverage ratios at December 31, 2022, and 2021, is included in Note 23
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 $0.24 per share in the fourth quarter of 2017, to $0.31 per share in the fourth quarter of 2018,
to $0.34 per share in the fourth quarter of 2021. 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 $232.8 million during 2022, $230.0 million during 2021, and $146.0 million during 2020.
69
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, 2022, was
restricted to approximately $296.2 million. For additional information on statutory and regulatory limitations on the ability of Bancorp to
pay dividends to its shareholders and on the Bank to pay dividends to Bancorp, see “Item 1. Business-Regulation and Supervision —
Dividends.”
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 to identify problem loans. During the ordinary course of business, management may
become aware of borrowers that may not be able to meet the contractual requirements of their 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 increased $12.8 million, or 17.9%, to $84.5 million at December 31, 2022, compared to $71.7
million at December 31, 2021, primarily due to an increase of $10.1 million, and $3.0 million in accruing loans past due 90 days or more
and nonaccrual loans, respectively.
70
As a percentage of gross loans, excluding loans held for sale, plus OREO, our non-performing assets increased to 0.46% at December
31, 2022, from 0.44% at December 31, 2021. 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 193.0% at December 31, 2022, from
212.9% at December 31, 2021. 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
2022
2021
As of December 31,
2020
(In thousands)
2019
2018
Accruing loans past due 90 days or more ...................... $
Non-accrual loans .........................................................
Total non-performing loans .......................................
Other real estate owned .................................................
Total non-performing assets ................................... $
11,580 $
68,854
80,434
4,067
84,501 $
1,439 $
65,846
67,285
4,368
71,653 $
4,982 $
67,684
72,666
4,918
77,584 $
6,409 $
40,523
46,932
10,244
57,176 $
Accruing troubled debt restructurings (TDRs) .............. $
Non-accrual TDRs (included in non-accrual loans) ...... $
Non-accrual loans held for sale ..................................... $
Non-performing assets as a percentage of gross loans
15,145 $
6,348 $
— $
12,837 $
8,175 $
— $
27,721 $
8,985 $
— $
35,336 $
18,048 $
— $
3,773
41,815
45,588
12,674
58,262
65,071
24,189
—
and OREO at year-end ..............................................
0.46%
0.44%
0.50%
0.38 %
0.42%
Allowance for credit losses as a percentage of gross
loans ..........................................................................
0.85%
0.88%
1.10%
0.84 %
0.89%
Allowance for credit losses as a percentage of non-
performing loans .......................................................
192.97%
212.91%
237.27%
270.77 %
273.41%
The effect of non-accrual loans on interest income for the past five years is presented below:
2022
2021
2019
2018
Year Ended December 31,
2020
(In thousands)
Non-accrual Loans
Contractual interest due ................................................. $
Interest recognized ........................................................
Net interest foregone ............................................... $
4,620 $
435
4,185 $
4,032 $
1,074
2,958 $
3,093 $
1,008
2,085 $
1,775 $
85
1,690 $
1,618
66
1,552
As of December 31, 2022, 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 were $68.9 million at December 31, 2022, increased $3.0 million, or 4.6%, from $65.8 million at
December 31, 2021. The allowance for the collateral-dependent loans is calculated based on 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, less
cost to sell. The allowance for collateral-dependent 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 of these loans, based on recent appraisals, on a quarterly
basis and adjust the allowance accordingly.
71
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, 2022
December 31, 2021
Real
Real
Estate (1)
Commercial Estate (1)
Commercial
(In thousands)
Type of Collateral
Single/multi-family residence ........................................................ $
Commercial real estate ...................................................................
Land ...............................................................................................
Personal property (UCC) ................................................................
Total .......................................................................................... $
9,215 $
33,859
—
8
43,082 $
1,998 $
—
2,518
21,256
25,772 $
12,456 $
36,832
—
—
49,288 $
7,697
338
2,744
5,779
16,558
(1) Real estate includes commercial mortgage loans, real estate construction loans, and residential mortgage loans, equity lines
and installment & other loans.
December 31, 2022
December 31, 2021
Real
Real
Estate (1)
Commercial Estate (1)
Commercial
(In thousands)
Type of Business
Real estate development ................................................................. $
Wholesale/Retail ............................................................................
Food/Restaurant .............................................................................
Import/Export .................................................................................
Other ..............................................................................................
Total .......................................................................................... $
32,206 $
1,907
85
—
8,884
43,082 $
50 $
11,628
479
13,382
233
25,772 $
13,775 $
24,600
—
—
10,913
49,288 $
—
12,468
—
3,190
900
16,558
(1) Real estate includes commercial mortgage loans, real estate construction loans, and residential mortgage loans, equity lines
and installment & other loans.
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. Loans classified as TDRs are reported
as individually evaluated loans.
The allowance for credit loss on a TDR is measured using the same method as all other loans held for investment, except when the
value of a concession cannot be measured using a method other than the discounted cash flow method. When the value of a concession is
measured using the discounted cash flow method, the allowance for credit loss is determined by discounting the expected future cash flows
at the original interest rate of the loan.
72
The CARES Act, signed into law on March 27, 2020, and as extended by the CAA permits financial institutions to suspend
requirements under GAAP for loan modifications to borrowers affected by COVID-19 that would otherwise be characterized as TDRs and
suspend any determination related thereto if (i) the loan modification is made between March 1, 2020, and January 1, 2022 and (ii) the
applicable loan was not more than 30 days past due as of December 31, 2019. In addition, federal bank regulatory authorities have issued
guidance to encourage financial institutions to make loan modifications for borrowers affected by COVID-19 and have assured financial
institutions that they will neither receive supervisory criticism for such prudent loan modifications, nor be required by examiners to
automatically categorize COVID-19-related loan modifications as TDRs. The Company is applied this guidance to qualifying loan
modifications.
A summary of TDRs by type of loan and by accrual/non-accrual status as of the dates indicated is shown below:
Accruing TDRs
Payment
Deferral
December 31, 2022
Rate
Reduction
and
Payment
Deferral
Rate
Reduction
Commercial loans ................................................................................... $
Commercial mortgage loans....................................................................
Residential mortgage loans .....................................................................
Total accruing TDRs ............................................................................. $
2,588 $
2,791
2,181
7,560 $
(In thousands)
— $
—
445
445 $
— $
5,855
1,285
7,140 $
Non-accrual TDRs
Payment
Deferral
December 31, 2022
Rate
Reduction
and
Payment
Deferral
Rate
Reduction
Total
2,588
8,646
3,911
15,145
Total
Commercial loans ................................................................................... $
Commercial mortgage loans....................................................................
Residential mortgage loans .....................................................................
Total non-accrual TDRs ....................................................................... $
3,629 $
1,098
1,621
6,348 $
(In thousands)
— $
—
—
— $
— $
—
—
— $
3,629
1,098
1,621
6,348
Accruing TDRs
Payment
Deferral
December 31, 2021
Rate
Reduction
and
Payment
Deferral
Rate
Reduction
Commercial loans ................................................................................... $
Commercial mortgage loans....................................................................
Residential mortgage loans .....................................................................
Total accruing TDRs ......................................................................... $
3,368 $
438
1,464
5,270 $
(In thousands)
— $
5,522
249
5,771 $
— $
168
1,628
1,796 $
Non-accrual TDRs
Payment
Deferral
December 31, 2021
Rate
Reduction
and
Payment
Deferral
Rate
Reduction
Total
3,368
6,128
3,341
12,837
Total
Commercial loans ................................................................................... $
Residential mortgage loans .....................................................................
Total non-accrual TDRs ................................................................... $
7,717 $
458
8,175 $
(In thousands)
— $
—
— $
— $
—
— $
7,717
458
8,175
As of December 31, 2022, recorded investment in non-accrual loans was $68.9 million compared to $65.8 million as of December 31,
2021. For non-accrual loans, the amounts previously charged off represent 14.1% of the contractual balances for non-accrual loans as of
December 31, 2022. As of December 31, 2022, $43.1 million, or 62.6%, of the $68.9 million of non-accrual loans were secured by real
estate compared to $49.3 million, or 74.9% of the $65.8 million of non-accrual loans that were secured by real estate as of December 31,
2021. The Bank generally seeks to obtain current appraisals, sales contracts, or other available market price information intended to provide
updated factors in evaluating potential loss.
73
The allowance for loan losses to non-performing loans was 182.1% at December 31, 2022, compared to 202.4% at December 31,
2021, primarily due to an increase in the non-accrual loans. Non-accrual loans also include those TDRs that do not qualify for accrual
status.
The following table presents non-accrual loans and the related allowance as of December 31, 2022 and 2021:
With no allocated allowance:
Commercial loans ........................................................................ $
Commercial mortgage loans .........................................................
Residential mortgage and equity lines ..........................................
Installment and other loans ..........................................................
Subtotal .................................................................................... $
With allocated allowance:
Commercial loans ........................................................................ $
Commercial mortgage loans .........................................................
Residential mortgage and equity lines ..........................................
Subtotal .................................................................................... $
Total non-accrual loans ................................................................. $
With no allocated allowance:
Commercial 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 non-accrual loans ................................................................. $
Unpaid
Principal
Balance
As of December 31, 2022
Recorded
Investment
(In thousands)
Allowance
27,341 $
37,697
9,626
9
74,673 $
14,643 $
1,896
—
16,539 $
91,212 $
12,949 $
32,205
8,978
8
54,140 $
12,823 $
1,891
—
14,714 $
68,854 $
—
—
—
—
—
3,734
207
—
3,941
3,941
Unpaid
Principal
Balance
As of December 31, 2021
Recorded
Investment
(In thousands)
Allowance
15,879 $
24,437
6,020
46,336 $
14,294 $
17,930
6,048
38,272 $
84,608 $
11,342 $
21,209
5,850
38,401 $
5,217 $
16,964
5,264
27,445 $
65,846 $
—
—
—
—
894
3,631
22
4,547
4,547
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Loan Interest Reserves
In accordance with customary banking practice, construction loans and land development loans generally are originated where interest
on the loan is disbursed from pre-established interest reserves included in the total original loan commitment. Our construction and land
development loans generally include optional renewal terms after the maturity of the initial loan term. New appraisals are obtained prior to
extension or renewal of these loans in part to determine the appropriate interest reserve to be established for the new loan term. Loans with
interest reserves are generally 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 property type. Our policy limits in this regard are consistent with supervisory limits and range from
50% in the case of land to 85% in the case of one to four family residential construction projects.
As of December 31, 2022, construction loans of $443.9 million were disbursed with pre-established interest reserves of $54.5 million
compared to $520.5 million of such loans disbursed with pre-established interest reserves of $51.1 million at December 31, 2021. The
balance for construction loans with interest reserves which have been extended was $34.4 million with pre-established interest reserves of
$1.0 million at December 31, 2022, compared to $20.4 million with pre-established interest reserves of $0.4 million at December 31,
2021. Land loans of $48.6 million were disbursed with pre-established interest reserves of $1.6 million at December 31, 2022, compared
to $46.2 million of land loans disbursed with pre-established interest reserves of $0.6 million at December 31, 2021. The balance for land
loans with interest reserves which have been extended was $0.9 million, with pre-established interest reserves of $58 thousand for
December 31, 2022 and 2021..
At December 31, 2022 and December 31, 2021, the Bank had no loans on non-accrual status with available interest reserves. At
December 31, 2022 and 2021, there were no non-accrual residential loans, non-accrual non-residential construction loans and non-accrual
land loans that were originated with pre-established interest reserves, respectively. While we typically expect loans with interest reserves
to be repaid in full according to the original contractual terms, some loans may require one or more extensions beyond the original maturity
before full repayment. 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 the Company’s business activities are with clients located in the high-density Asian-populated areas of Southern and Northern
California; New York City; New York; Dallas and Houston, Texas; Seattle, Washington; Boston, Massachusetts; Chicago, Illinois; Nevada;
New Jersey; Rockville, Maryland and Las Vegas, Nevada. The Company also has loan clients in Hong Kong. The Company has no specific
industry concentration, and generally our loans are collateralized with real property or other pledged collateral of the borrowers. The
Company generally expects our loans to be paid off from the operating profits of the borrowers, refinancing by another lender, or through
sale by the borrowers of the collateral. There are no loan concentrations to multiple borrowers in similar activities that exceeded 10% of
total loans as of December 31,2022 or as of December 31, 2021.
75
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 27% of total risk-based
capital as of December 31, 2022, and 31% as of December 31, 2021. Total CRE loans represented 287% of total risk-based capital as of
December 31, 2022, and 285% as of December 31, 2021, 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 the Bank’s management considers 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 individually evaluated and potential problem loans, and to
permit periodic evaluation of impairment and the appropriate level of the allowance for credit losses in a timely manner.
In addition, the Board of Directors of the Bank has established a written credit policy that includes a credit review and control system
that it believes should be effective in ensuring that the Bank maintains an appropriate allowance for credit losses. The Board of Directors
provides oversight for the allowance evaluation process, including quarterly evaluations, and determines whether the allowance is
appropriate to absorb losses in the credit portfolio. The determination of the amount of the allowance for credit losses and the provision for
credit losses is based on management’s current judgment about the credit quality of the loan portfolio and takes into consideration known
relevant internal and external factors that affect collectability when determining the appropriate level for the allowance for credit losses.
The nature of the process by which the Bank determines the appropriate allowance for credit losses requires the exercise of considerable
judgment. Additions or reductions to the allowance for credit losses are made by charges or credits to the provision for credit losses. While
management utilizes its business judgment based on the information available, the ultimate appropriateness of the allowance is dependent
upon a variety of factors, many of which are beyond the Bank’s control, including but not limited to the performance of the Bank’s loan
portfolio, the economy and market conditions, changes in interest rates, and the view of the regulatory authorities toward loan
classifications. 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 $146.5 million and the allowance for off-balance sheet unfunded credit commitments was $8.7
million at December 31, 2022, 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 $155.2 million at December 31, 2022, compared to $143.3 million at December 31, 2021, an increase of $12.0
million, or 8.4%. The allowance for credit losses represented 0.9% of period-end gross loans and 193.0% of non-performing loans at
December 31, 2022. The comparable ratios were 0.9% of period-end gross loans and 212.9% of non-performing loans at December 31,
2021.
76
Critical Accounting Policies and Estimates
Our accounting policies are fundamental to understanding management’s discussion and analysis of results of operations and financial
condition. We identify critical policies and estimates as those that require management to make particularly difficult, subjective, and/or
complex judgments about matters that are inherently uncertain and because of the likelihood that materially different amounts would be
reported under different conditions or using different assumptions. We have identified the policy and estimate related to the allowance for
credit losses on loans as a critical accounting policy.
Our critical accounting policies and estimates are described in Item 7. Management’s Discussion and Analysis of Financial Condition
and Results of Operations included in this Annual Report Form 10-K. For more information, please also see Note 1, Summary of Significant
Accounting Policies contained in Item 8, Financial Statements and Supplementary Data.
Expected Credit Losses Estimate for Loans
In January 2021, we adopted ASC 326, which replaces the incurred loss methodology with an expected loss methodology. The
allowance for credit losses is the combination of the allowance for loan losses and the reserve for unfunded loan commitments. The
allowance for loan losses is reported as a reduction of the amortized cost basis of loans, while the reserve for unfunded loan commitments
is included within “Other liabilities” on the Consolidated Balance Sheets. The amortized cost basis of loans does not include interest
receivable, which is included in “Other assets” on the Consolidated Balance Sheets. The “Provision for credit losses” on the Consolidated
Statement of Operations and Comprehensive Income is a combination of the provision for loan losses and the provision for unfunded loan
commitments.
Under the CECL methodology, expected credit losses reflect losses over the remaining contractual life of an asset, considering the
effect of prepayments and available information about the collectability of cash flows, including information about relevant historical
experience, current conditions, and reasonable and supportable forecasts of future events and circumstances. Thus, the CECL methodology
incorporates a broad range of information in developing credit loss estimates. For further information regarding the calculation of the
allowance for credit losses on loans held for investment using the CECL methodology effective January 1, 2021, see Notes 1 and 5 to the
Consolidated Financial Statements contained in “Item 8. Financial Statements and Supplementary Data.”
In calculating our allowance for credit losses for the year ended 2022, the change in Moody’s forecast of future GDP, unemployment
rates, CRE and home price indexes, resulted in an increase in the allowance for credit losses. Our methodology and framework along with
the 8-quarter reasonable and supportable forecast period and the 4-quarter reversion period have remained consistent since the
implementation of CECL on January 1, 2021. Certain management assumptions are reassessed every quarter based on current expectations
for credit losses, while other assumptions are assessed and updated on at least an annual basis.
The use of different economic forecasts, whether based on different scenarios, the use of multiple or single scenarios, or updated
economic forecasts and scenarios, can change the outcome of the calculations. In addition to the economic forecasts, there are numerous
components and assumptions that are integral to the overall estimation of allowance for credit losses.
The determination of the allowance for credit losses is complex and dependent on numerous models, assumptions, and judgments
made by management. Management's current expectation for credit losses as quantified in the allowance for credit losses, considers the
impact of assumptions and is reflective of historical credit experience, economic forecasts viewed to be reasonable and supportable, current
loan composition, and relative credit risks known as of the balance sheet date.
Under the Company’s CECL methodology, nine portfolio segments with similar risk characteristics are evaluated for expected loss.
Six portfolios are modeled using econometric models and three smaller portfolios are evaluated using a simplified loss-rate method that
calculates lifetime expected credit losses for the respective pools (simplified approach). The six portfolios subject to econometric modeling
include residential mortgages; commercial and industrial loans (“C&I”); construction loans; commercial real estate (“CRE”) for
multifamily loans; CRE for owner-occupied loans; and other CRE loans. We estimate the probability of default during the reasonable and
supportable forecast period using separate econometric regression models developed to correlate macroeconomic variables, (GDP,
unemployment, CRE prices and residential mortgage prices) to historical credit performance for each of the six loan portfolios from 2007
to the fourth quarter of 2020. Loss given default rates would be computed based on the net charge-offs recognized and then applied to the
expected exposure at default of defaulted loans starting with the fourth quarter of 2007 through the fourth quarter of 2020. The probability
of default and the loss given default rates are applied to the expected amount at default at the loan level based on contractual scheduled
payments and estimated prepayments. The amounts so calculated comprise the quantitative portion of the allowance for credit losses.
77
The Company’s CECL methodology utilizes an eight-quarter reasonable and supportable (“R&S”) forecast period, and a four-quarter
reversion period. Management relies on multiple forecasts, blending them into a single loss estimate. Generally speaking, the blended
scenario approach would include the Baseline, the Alternative Scenario 1 – Upside – 10th Percentile and the Alternative Scenario 3 –
Downside – 90th Percentile forecasts. After the R&S period, the Company will revert straight-line for the four-quarter reversion period to
the long-term loss rates for each of the six portfolios of loans. The contractual term excludes renewals and modifications but includes pre-
approved extensions and prepayment assumptions where applicable.
Our allowance for credit losses is sensitive to a number of inputs, including macroeconomic forecast assumptions and credit rating
migrations during the period. Our macroeconomic forecasts used in determining the December 31, 2022, allowance for credit losses
consisted of three scenarios as provided by an outside forecaster. Because the December 2022 baseline scenario did not forecast a recession
in the forecast period, we increased the weighing of the downside scenario to reflect our expectations that a recession in the forecast period
was more likely than not. The baseline scenario reflects modest ongoing GDP growth and a modest increase in the unemployment rate
peaking at 4.2% in the fourth quarter of 2023. The upside scenario reflects a faster decline in the inflation rate and the Federal Reserve
cutting the Fed funds rate starting in the first quarter of 2024 and stronger GDP growth and lower unemployment rates relative to the
baseline scenario. The downside scenario contemplates a recession due to continued high inflation rates and an increase in the Fed funds
rate to 5.2% in the second quarter of 2023 that results in negative GDP growth for three quarters peaking at 3.6% in the second quarter of
2023, rising unemployment that peaks at 7.8% in the first quarter of 2024, and a decline in CRE prices and residential home prices of over
20% and 15%, respectively, during the forecast period. We placed the most weight on our downside scenario, with the remaining weighting
mainly on the baseline scenario and a small weighting on the upside scenario. As of December 31, 2021, we placed the most weight on our
baseline scenario, with the remaining weighting split equally between the update and the downside scenarios.
Keeping all other factors constant, we estimate that if we had applied 100% weighting to the downside scenario, the allowance for
credit losses as of December 31, 2022, would have been approximately $45.4 million higher. This estimate is intended to reflect the
sensitivity of the allowance for credit losses to changes in our scenario weights and is not intended to be indicative of future changes in the
allowance for credit losses.
Management believes the allowance for credit losses is appropriate for the current expected credit losses in our loan portfolio and
associated unfunded commitments, and the credit risk ratings and loss rates currently assigned are reasonable and appropriate as of the
reporting date. It is possible that others, given the same information, may at any point in time reach different conclusions that could result
in a significant impact to the Company's financial statements.
Prior to January 1, 2021, our allowance for loan losses consisted 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 types 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. Management also reviews reports on past-due loans to ensure appropriate
classification. In the fourth quarter of 2016, management reevaluated and increased the look back period from five to eight years
to capture historical loan losses from the last recession. The look back period is anchored from the first quarter of 2009 and has
been extended through forty-eight quarters through the fourth quarter of 2020. The general allowance is affected by loan volumes,
quarterly net charge-offs/recoveries and historical loss rates. In addition, 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. These refinements maintained the Bank’s allowance at a level consistent
with the prior quarter.
78
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
Allowance for loan losses
Balance at beginning of year ........................................ $
Impact of ASU 2016-13 adoption ................................
Adjusted beginning balance ...................................... $
Provision/(reversal) for credit losses ............................
Charge-offs :
Commercial loans ........................................................
Real estate loans ...........................................................
Installment loans and other loans .................................
Total charge-offs ....................................................
Recoveries:
Commercial loans ........................................................
Construction loans ........................................................
Real estate loans ...........................................................
Installment loans and other loans .................................
Total recoveries ......................................................
Balance at end of period ............................................ $
2022
Amount Outstanding as of December 31,
2020
(In thousands)
2019
2021
2018
136,157 $
—
136,157 $
12,913
166,538
(1,560)
164,978
(11,210)
$
$
123,224 $
—
123,224 $
57,500
122,391
—
122,391
(7,000)
$
$
123,279
—
123,279
(4,500)
(3,222)
(2,152)
(116)
(5,490)
2,465
6
432
2
2,905
146,485 $
(20,051)
(3)
—
(20,054)
1,706
76
661
—
2,443
136,157
(21,996)
—
—
(21,996)
7,267
—
543
—
7,810
166,538 $
(6,997)
—
—
(6,997)
4,155
4,612
6,063
—
14,830
123,224
3,855 $
—
3,855 $
2,025
5,880 $
2,250
—
2,250
1,605
3,855
$
$
$
$
(629)
(2,577)
—
(3,206)
1,875
177
4,766
—
6,818
122,391
4,588
—
4,588
(2,338)
2,250
$
$
$
$
Reserve for off-balance sheet credit commitments
Balance at beginning of year ........................................ $
Impact of ASU 2016-13 adoption ................................
Adjusted beginning balance ...................................... $
Provision/(reversal) for credit losses ............................
Balance at the end of period ...................................... $
7,100 $
—
7,100 $
1,630
8,730 $
5,880
6,018
11,898
(4,798)
7,100
Average loans outstanding during the year (1) .............. $ 17,631,943 $ 15,827,550
Ratio of net charge-offs/(recoveries) to average loans
$ 15,500,910 $ 14,510,678
$ 13,280,665
outstanding during the year (1) ..................................
Provision/(reversal) for credit losses to average loans
outstanding during the year (1) ..................................
Allowance for credit losses to non-performing
0.01%
0.11%
0.09%
(0.05)%
(0.03)%
0.07%
(0.07)%
0.37%
(0.05)%
(0.03)%
portfolio loans at year-end (2) ...................................
192.97%
212.91%
237.27%
270.77%
273.41%
Allowance for credit losses to gross loans at
year-end (1) ...............................................................
0.85%
0.88%
1.10%
0.84%
0.89%
(1) Excluding loans held for sale
(2) Excluding non-accrual loans held for sale
79
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:
2022
Percentage
of Loans
in Each
Category
to Average
Gross
Loans
Amount
Allocation of Allowance for Loan Losses
As of December 31,
2020
Percentage
of Loans
in Each
Category
to Average
Gross
Loans
2021
Percentage
of Loans
in Each
Category
to Average
Gross
Loans
Amount
Amount
Amount
2019
Percentage
of Loans
in Each
Category
to Average
Gross
Loans
2018
Percentage
of Loans
in Each
Category
to Average
Gross
Loans
Amount
(In thousands)
Type of Loans:
Commercial loans .................. $ 49,435
Residential mortgage loans
and equity lines ................ 18,232
Commercial mortgage loans . 68,366
Real estate construction
loans ................................. 10,417
Installment and other loans ...
35
Total ...................................... $ 146,485
18.2 % $ 43,394
18.4 % $ 68,742
18.8 % $ 57,021
18.9 % $ 54,978
19.1 %
30.2
48.2
25,379
61,081
28.7
48.7
17,737
49,205
29.4
47.8
13,108
33,602
29.1
48.0
14,282
33,487
26.9
49.5
3.4
—
6,302
1
100.0 % $ 136,157
4.2
—
30,854
—
100.0 % $ 166,538
4.0
—
19,474
19
100.0 % $ 123,224
4.0
—
19,626
18
100.0 % $ 122,391
4.5
—
100.0 %
The allowance allocated to commercial loans was $49.4 million at December 31, 2022, compared to $43.4 million at December 31,
2021. The increase is due primarily to an increase in allocated allowance for non-accrual commercial loans.
The allowance allocated to residential mortgage loans and equity lines was $18.2 million at December 31, 2022, compared to $25.4
million at December 31, 2021. The decrease is due primarily to a decrease in the expected life for residential mortgages as a result of our
annual CECL recalibration.
The allowance allocated to commercial mortgage loans was $68.4 million at December 31, 2022, compared to $61.1 million at
December 31, 2021. The increase is due primarily to an increase in commercial mortgage loans and an increase in the expected life for
multifamily loans as a result of our annual CECL recalibration.
The allowance allocated for construction loans increased to $10.4 million at December 31, 2022, from $6.3 million at December 31,
2021. The increase is due primarily to higher expected losses as a result of worsening forecasted economic conditions.
Please 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.
80
Liquidity
Liquidity is our ability to maintain sufficient cash flow to meet maturing financial obligations and client 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 2022, our average monthly
liquidity ratio (defined as net cash plus short-term and marketable securities to net deposits and short-term liabilities) was 13.7% compared
to 17.3% for December 2021.
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, 2022, the Bank had an approved credit line with the FHLB of San Francisco totaling $7.7 billion. Total advances from the
FHLB of San Francisco were $485.0 million and standby letter of credits issued by FHLB on the Company’s behalf were $785.1 million
as of December 31, 2022. These borrowings bear fixed rates and are secured by loans. See Note 10 to the Consolidated Financial Statements.
At December 31, 2022, the Bank pledged $582.9 thousand of its commercial loans to the Federal Reserve Bank’s Discount Window under
the Borrower-in-Custody program. The Bank had borrowing capacity of $1.8 million from the Federal Reserve Bank Discount Window at
December 31, 2022.
Liquidity can also be provided through the sale of liquid assets, which consist of federal funds sold, securities purchased under
agreements to resell, securities available-for-sale and equity securities. At December 31, 2022, securities available-for-sale totaled $1.5
billion, with $145.7 million pledged as collateral for borrowings and other commitments. The remaining $1.3 billion was available as
additional liquidity or to be pledged as collateral for additional borrowings.
Approximately 98.8% of our time deposits mature within one year or less as of December 31, 2022. 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 anticipate that the outflow can be replenished through our
normal growth in deposits. As of December 31, 2022, 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.
Please also see Note 14 to the Consolidated Financial Statements regarding commitments and contingencies.
Recent Accounting Pronouncements
Please see Note 1 to the Consolidated Financial Statements for details of other recent accounting pronouncements and their expected
impact, if any, on the Consolidated Financial Statements.
81
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. We believe 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.
As part of our asset and liability management, 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 of our asset and liability
management is to manage and minimize the adverse effects of changes in interest rates on our earnings, cash flows, values of our assets
and liabilities, and ultimately the underlying market value of our equity, while structuring our asset-liability composition to seek to obtain
the maximum spread in a safe and sound manner. Many factors affect the spread between interest earned on assets and interest paid on
liabilities, including economic and financial conditions, movements in interest rates, consumer preferences and regulatory actions.
Management meets regularly to monitor the interest rate risk, the sensitivity of our assets and liabilities to interest rate changes, the
book and fair values of assets and liabilities, our investment activities, and changes in the composition of our interest earning assets and
interest-bearing liabilities. Our strategy has been to seek to reduce the sensitivity of our earnings to interest rate fluctuations by more closely
matching the effective maturities or repricing characteristics of our assets and liabilities. Certain assets and liabilities, however, may react
in different degrees to changes in market interest rates. Further, interest rates on certain types of assets and liabilities may fluctuate prior to
changes in market interest rates, while interest rates on other types may lag behind.
We use a net interest income simulation model as a method to help manage interest rate risk and estimate 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. 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.
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, client reaction, and the estimated impact on profitability. At
December 31, 2022, 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 4.27%, 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 8.54%. 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 6.7%, 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 15.3%.
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, 2022, 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 decrease by 1.86%, and conversely, if
interest rates were to decrease instantaneously by 200 basis points, the simulation indicated that the net market value of our assets and
liabilities would increase by 7.83%.
82
Although we believe our simulation modeling is helpful in managing interest rate risk, the model does require significant assumptions
for, among other factors, 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 does not
necessarily represent our forecast, and the simulated results may not be indicative of actual changes to our 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.
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, 2022, and 2021. 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 that are described in Note 17 to the
Consolidated Financial Statements. Off-balance sheet commitments to extend credit, letters of credit, and bill of lading guarantees represent
the contractual unfunded amounts. Off-balance sheet financial instruments represent fair values. The results presented may vary if different
assumptions are used or if actual experience differs from the assumptions used.
Average
Interest
Rate
Expected Maturity Date at December 31,
2023
2024
2025
2026
Thereafter
2027
(In thousands)
Total
December 31,
2022
2021
Fair
Value
Total
Fair
Value
Interest-
Sensitive
Assets:
Mortgage-
backed
securities
and
collateralized
mortgage
obligations ...
Other
investment
securities ......
Loans ................
Interest
Sensitive
Liabilities:
Other interest-
bearing
deposits .......
Time deposits ...
Advances from
the Federal
Home Loan
Bank ............
Other
3.00 % $
7 $
3 $
269 $
243 $
164 $
897,469 $
898,155 $
898,155 $
897,780 $
897,780
2.75 % $
229,529
4.55 % $ 3,770,213 $ 1,140,315 $ 946,337 $ 1,115,690 $ 949,053 $ 10,332,416 $ 18,254,024 $ 17,944,588 $ 16,342,479 $ 16,499,869
28,945 $ 27,167 $
575,193 $
310,043 $
229,529 $
575,193 $
64,091 $
69,213 $
75,734 $
1.26 % $ 1,720,641 $ 980,863 $ 664,210 $
5,093 $
1.04 % $ 6,926,122 $
79,376 $
462,795 $ 1,829,169 $ 1,665,242 $ 7,322,920 $ 7,322,920 $ 8,049,536 $ 8,049,536
20 $ 7,013,370 $ 7,080,478 $ 5,517,252 $ 5,510,130
2,168 $
591 $
4.57 % $ 470,000 $
15,000 $
— $
— $
— $
— $
485,000 $
482,737 $
20,000 $
21,279
borrowings ..
0.00 % $
— $
— $
— $
— $
— $
22,600 $
22,600 $
18,385 $
23,145 $
18,945
Long-term
debt..............
4.66 % $
— $
— $
— $
— $
— $
119,136 $
119,136 $
68,231 $
119,136 $
62,274
Off-Balance
Sheet
Financial
Instruments:
Commitments
to extend
credit ............
Standby letters
$ 1,210,193 $ 1,046,406 $ 404,246 $
187,232 $ 104,329 $
677,898 $ 3,630,304 $
(14,797 ) $ 3,297,363 $
(12,594 )
of credit .......
$ 189,985 $
14,455 $ 30,187 $
23,666 $
133 $
57,395 $
315,821 $
(2,738 ) $
266,489 $
(2,640 )
Other letters of
credit ............
$
29,416 $
— $
— $
— $
— $
— $
29,416 $
(33 ) $
16,652 $
(13 )
Financial Derivatives
It is our policy not to speculate on the future direction of interest rates. However, from to time, we may 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 enter into interest rate swap contracts or other types of financial
derivatives. 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 must be approved by the Bank’s Investment Committee.
83
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 Sheets 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/(loss) 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.
The Company offers various interest rate derivative contracts to its clients. When derivative transactions are executed with its clients,
the derivative contracts are offset by paired trades with third-party financial institutions including with central counterparties (“CCP”).
Certain derivative contracts entered with CCPs are settled-to-market daily to the extent the CCP’s rulebooks legally characterize the
variation margin as settlement. Derivative contracts are intended to allow borrowers to lock in attractive intermediate and long-term fixed
rate financing while not increasing the interest rate risk to the Company. These transactions are generally not linked to specific Company
assets or liabilities on the Consolidated Balance Sheets or to forecasted transactions in a hedging relationship and, therefore, are economic
hedges. The contracts are marked to market at each reporting period. The changes in fair values of the derivative contracts traded with
third-party financial institutions are expected to be largely comparable to the changes in fair values of the derivative transactions executed
with clients throughout the terms of these contracts, except for the credit valuation adjustment component. The Company records credit
valuation adjustments on derivatives to properly reflect the variances of credit worthiness between the Company and the counterparties,
considering the effects of enforceable master netting agreements and collateral arrangements. As of December 31, 2022 and 2021, the
Company had outstanding interest rate derivative contracts with certain clients and third-party financial institutions with a notional amount
of $595.4 million and $457.0 million, respectively. As of December 31, 2022, the notional amount of $205.6 million of interest rate swaps
cleared through the CCP. Applying variation margin payments as settlement to CCP cleared derivative transactions resulted in a reduction
in derivative asset fair values of $20.2 million as of December 31, 2022.
In May 2014, the Bancorp entered into interest rate swap contracts with 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 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 Company realized a deferred gain of $4.0 million for the year ended December
31, 2022 on the early termination of these cash flow derivative swaps and is recognizing the amount as a reduction of long-term debt
interest expense over the remaining life of the swaps on a straight-line basis. As of December 31, 2022, and 2021, the ineffective portion
of these interest rates swaps was not significant.
The notional amount and net unrealized loss of the Company’s cash flow derivative financial instruments as of December 31, 2022,
and December 31, 2021, were as follows:
Cash flow swap hedges:
Notional ......................................................................................................................................... $
Weighted average fixed rate-pay ....................................................................................................
Weighted average variable rate-receive .........................................................................................
($ in thousands)
— $
0.00%
0.00%
119,136
2.61%
0.16%
Loss, net of taxes (1) ........................................................................................................................ $
— $
(3,276)
December 31,
2022
December 31,
2021
Periodic net settlement of swaps (2) ................................................................................................ $
772 $
2,949
(1)-Included in other comprehensive income.
(2)-the amount of periodic net settlement of interest rate swaps was included in interest expense.
Year ended
December 31,
2022
December 31,
2021
84
As of December 31, 2022, the Bank’s outstanding interest rate swap contracts had a notional amount of $204.3 million for various
terms from three 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. As of December 31, 2022, and 2021, the ineffective portion of these interest rate swaps was
not significant.
The Company has designated as a partial-term hedging election $669.7 million and $404.4 million notional as last-of-layer hedge on
pool of loans with a notational value of $1.2 billion and $748.6 million as of December 31, 2022 and 2021, respectively. The loans are not
expected to be affected by prepayment, defaults, or other factors affecting the timing and amount of cash flows under the last-of-layer
method. The Company has entered into a pay-fixed and receive 1-Month LIBOR or 1-Month Term SOFR interest rate swap to convert the
last-of-layer $669.7 million portion of a $1.2 billion fixed rate loan tranche in order to reduce the Company’s exposure to higher interest
rates for the last-of-layer tranche. As of December 31, 2022 and 2021, the last-of-layer loan tranche had a fair value basis adjustment of
$31.0 million and $4.9 million, respectively. The interest rate swap converts this last-of-layer tranche into a floating rate instrument. The
Company’s risk management objective with respect to this last-of-layer interest rate swap is to reduce interest rate exposure as to the last-
of-layer tranche.
Interest rate swap contracts involve the risk of dealing with institutional derivative counterparties and their ability to meet contractual
terms. Institutional counterparties must have a strong credit profile and be approved by the Company’s Board of Directors. The Company’s
credit exposure on interest rate swaps is limited to the net favorable value and interest payments of all swaps by each counterparty. Credit
exposure may be reduced by the amount of collateral pledged by the counterparty. Bancorp’s interest rate swaps have been assigned by the
counterparties to a derivatives clearing organization and daily margin is indirectly maintained with the derivatives clearing organization.
Cash posted as collateral by Bancorp related to derivative contracts totaled zero as of December 31, 2022, and $5.9 million as of December
31, 2021.
The notional amount and net unrealized loss of the Company’s fair value derivative financial instruments as of December 31, 2022,
and December 31, 2021, were as follows:
Fair value swap hedges:
Notional ..................................................................................................................................... $
Weighted average fixed rate-pay ................................................................................................
Weighted average variable rate spread .......................................................................................
Weighted average variable rate-receive .....................................................................................
($ in thousands)
874,034 $
2.12%
0.68%
2.61%
729,280
2.65%
1.31%
1.43%
Net gain/(loss) (1) ........................................................................................................................ $
38,589 $
(1,013)
December 31,
2022
December 31,
2021
Year ended
December 31,
2022
December 31,
2021
Periodic net settlement of SWAPs (2) ......................................................................................... $
3,107 $
(9,345)
(1)-the amount is included in other non-interest income.
(2)-the amount of periodic net settlement of interest rate swaps was included in interest income.
Included in the total notional amount of $874.0 million of the fair value interest rate contracts entered into with financial counterparties
as of December 31, 2022, was a notional amount of $449.3 million of interest rate swaps that cleared through the CCP. Applying variation
margin payments as settlement to CCP cleared derivative transactions resulted in a reduction in derivative asset fair values of $25.8 million
as of December 31, 2022.
From time to time, the Company enters into foreign exchange forward contracts with various counterparties to mitigate the risk of
fluctuations in foreign currency exchange rates for foreign exchange certificates of deposit or foreign exchange contracts entered into with
our clients. These contracts are not designated as hedging instruments and are recorded at fair value in our Consolidated Balance Sheets.
Changes in the fair value of these contracts as well as the related foreign exchange certificates of deposit and foreign exchange contracts
are recognized immediately in net income as a component of non-interest income. Period end gross positive fair values are recorded in
other assets and gross negative fair values are recorded in other liabilities.
85
The notional amount and fair value of the Company’s derivative financial instruments not designated as hedging instruments as of
December 31, 2022, and December 31, 2021, were as follows:
Derivative financial instruments not designated as hedging instruments:
Notional amounts:
Option contracts ......................................................................................................................... $
Forward, and swap contracts with positive fair value ................................................................ $
Forward, and swap contracts with negative fair value ............................................................... $
Fair value:
Option contracts ......................................................................................................................... $
Forward, and swap contracts with positive fair value ................................................................ $
Forward, and swap contracts with negative fair value ............................................................... $
Item 8. Financial Statements and Supplementary Data
December 31,
2022
December 31,
2021
(In thousands)
— $
72,996 $
170,213 $
— $
448 $
(942) $
676
181,997
51,782
3
1,113
(327)
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 2022 that have materially affected, or are reasonably likely to materially affect, these controls and procedures.
86
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, 2022, 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,
2022.
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, 2022. The report, which expresses an unqualified opinion on the effectiveness of the Company’s
internal control over financial reporting as of December 31, 2022, 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 been no 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 2022 that have materially affected, or are reasonably likely to
materially effect, the Company’s internal control over financial reporting.
87
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,
2022, 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, 2022, 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, 2022and 2021, 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,
2022, and the related notes(collectively, the consolidated financial statements), and our report dated February 28, 2023 expressed an
unqualified opinion on those consolidated financial statements.
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.
Los Angeles, California
February 28, 2023
/s/ KPMG LLP
88
Item 9B. Other Information
None.
Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections
Not applicable.
Item 10. Directors, Executive Officers and Corporate Governance
PART III
The information required by this item concerning our, 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 2023 Annual Meeting of Stockholders (our “Proxy Statement”).
The information required by this item concerning our executive officers is set forth in Part I – Item 1. Business – Executive Officers
of the Registrant in this Annual Report on Form 10-K.
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.
89
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, 2022, with respect to compensation plans under which equity
securities of the Company were authorized for issuance.
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)
Number of
Securities
Remaining
Available For
Future Issuance
Under Equity
Compensation
Plans [Excluding
Securities
Reflected in
Column (a)]
(c)
Plan Category
Equity Compensation Plans Approved by Security Holders .............
Equity Compensation Plans Not Approved by Security Holders ......
Total ..................................................................................................
— $
—
— $
—
—
—
1,658,201
—
1,658,201
Security Ownership of Certain Beneficial Owners and Management
The information required by this item is incorporated herein by reference from the information set forth under the captions “Security
Ownership of Certain Beneficial Owners” and “Proposal One—Election of Directors— Security Ownership of Nominees, Continuing
Directors, and Named Executive Officers” in our Proxy Statement.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this item is incorporated herein by reference to the information set forth under the captions “Transactions
with Related Persons, Promoters and Certain Control Persons” and “Board of Directors and Corporate Governance— Director
Independence” in our Proxy Statement.
Item 14. Principal Accounting Fees and Services
The information required by this item is incorporated herein by reference from the information set forth under the caption “Principal
Accounting Fees and Services” in our Proxy Statement.
PART IV
Item 15. Exhibits, Financial Statement Schedules
Documents Filed as Part of this Report
(a)(1) Financial Statements
See “Index to Consolidated Financial Statements” on page F-1.
(a)(2) Financial Statement Schedules
Schedules have been omitted since they are not applicable, they are not required, or the information required to be set forth in the
schedules is included in the Consolidated Financial Statements or Notes thereto.
90
(b) Exhibits
The exhibits listed in the accompanying Index to Exhibits are filed as part of, or incorporated by reference into, this Annual Report
on Form 10-K. The following is a list of such Exhibits:
Exhibit No. Description of Exhibits
INDEX OF EXHIBITS
3.1
3.1.1
3.2
3.3
3.4
4.1
4.1.1
4.1.2
Restated Certificate of Incorporation. Previously filed with the Securities and Exchange Commission on February 29, 2016,
as an exhibit to Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2015, and incorporated herein
by reference.
Amendment to Restated Certificate of Incorporation. Previously filed with the Securities and Exchange Commission on
February 29, 2016, as an exhibit to Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2015, 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.
4.1.3
Form of Capital Security Certificate of Cathay Capital Trust III (included within Exhibit 4.1.1).
91
4.2
Description of the Bancorp’s Common Stock.+
10.1**
10.2**
Form of Indemnification Agreement between the Bancorp and its directors and certain officers. Previously filed with the
Securities and Exchange Commission on March 1, 2022, as an exhibit to the Bancorp’s Annual Report on Form 10-K for
the year ended December 31, 2021, and incorporated herein by reference.
Cathay Bank Employee Stock Ownership Plan, as amended and restated effective December 22, 2015. Previously filed
with the Securities and Exchange Commission on March 1, 2018, as an exhibit to the Bancorp’s Annual Report on Form
10-K for the year ended December 31, 2017, and incorporated herein by reference.
10.2.1
Amendment No. 1 to the Cathay Bank Employee Stock Ownership Plan, as amended and restated effective December 22,
2015. Previously filed with the Securities and Exchange Commission on March 1, 2018, as an exhibit to the Bancorp’s
Annual Report on Form 10-K for the year ended December 31, 2017, and incorporated herein by reference.
10.2.2** Amendment No. 2 to the Cathay Bank Employee Stock Ownership Plan, as amended and restated effective December 22,
2015. Previously filed with the Securities and Exchange Commission on March 1, 2018, as an exhibit to the Bancorp’s
Annual Report on Form 10-K for the year ended December 31, 2017, and incorporated herein by reference.
10.2.3** Amendment No. 3 to the Cathay Bank Employee Stock Ownership Plan, as amended and restated effective December 22,
2015. Previously filed with the Securities and Exchange Commission on August 9, 2018, as an exhibit to the Bancorp’s
Quarterly Report on Form 10-Q for the quarter ended June 30, 2018, and incorporated herein by reference.
10.3
10.4
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.
10.5.1** 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.
10.5.2** Executive Officer Annual Cash Bonus Program under the Company’s 2005 Incentive Plan (As Amended and Restated).
Previously filed with the Securities and Exchange Commission on March 2, 2020 as an exhibit to the Bancorp’s Annual
Report on Form 10-K for the year ended December 31, 2018, and incorporated herein by reference.
10.5.3**
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 21, 2016, as an exhibit to the Bancorp’s Current Report on Form 8-K and
incorporated herein by reference.
92
10.5.4**
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 21, 2016, as an exhibit to the Bancorp’s Current Report on Form 8-K and
incorporated herein by reference.
10.5.5**
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.
10.5.6**
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 21, 2016, as an exhibit to the Bancorp’s Current Report on Form 8-K
and incorporated herein by reference.
10.5.7**
Form of Cathay General Bancorp 2005 Incentive Plan (As Amended and Restated) Restricted Stock Unit Agreement (Time-
Based Shares). Previously filed with the Securities and Exchange Commission on March 30, 2017, as an exhibit to the
Bancorp’s Current Report on Form 8-K, and incorporated herein by reference.
10.5.8**
Form of Cathay General Bancorp 2005 Incentive Plan (As Amended and Restated) Restricted Stock Unit Agreement
(Clawback Rider), used in connection with award of time-based restricted stock units. Previously filed with the Securities
and Exchange Commission on March 30, 2017, as an exhibit to the Bancorp’s Current Report on Form 8-K and incorporated
herein by reference.
10.5.9**
Form of Cathay General Bancorp 2005 Incentive Plan (As Amended and Restated) Restricted Stock Unit Agreement
(Immediate Vesting/Deferred Distribution). Previously filed with the Securities and Exchange Commission on May 10,
2018, as an exhibit to the Bancorp’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, and incorporated
herein by reference.
10.6**
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.
10.6.1** 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.
93
10.6.2** Amended and Restated Change of Control Employment Agreement for Kim R. Bingham dated as of December 18, 2008.
Previously filed with the Securities and Exchange Commission on March 3, 2014, as an exhibit to the Bancorp’s Annual
Report on Form 10-K for the year ended December 31, 2013 and incorporated herein by reference.
10.7**
10.8**
Form of Change of Control Employment Agreement to be entered into with Executive Officers on or after July 16, 2020.
Previously filed with the Securities and Exchange Commission on August 7, 2020 as an exhibit to the Bancorp’s Quarterly
Report on Form 10-Q for the quarter ended June 30, 2020 and incorporated herein by reference.
Change of Control Employment Agreement for Chang M. Liu dated as of July 16, 2020. Previously filed with the Securities
and Exchange Commission on November 9, 2020 as an exhibit to the Bancorp’s Quarterly Report on Form 10-Q for the
quarter ended September 30, 2020 and incorporated herein by reference.
10.9**
Employment Agreement for Chang M. Liu dated as of July 16, 2020. Previously filed with the Securities and Exchange
Commission on November 9, 2020 as an exhibit to the Bancorp’s Quarterly Report on Form 10-Q for the quarter ended
September 30, 2020 and incorporated herein by reference.
21.1+
Subsidiaries of the Bancorp.+
23.1+
Consent of Independent Registered Public Accounting Firm.+
31.1+
Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.+
31.2+
Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.+
32.1++
Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.++
32.2++
Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.++
101.INS
Inline XBRL Instance Document
101.SCH
Inline XBRL Taxonomy Extension Schema Document
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104
Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101)
**
+
++
Management contract or compensatory plan or arrangement.
Filed herewith.
Furnished herewith pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended.
Item 16. Form 10-K Summary.
None.
94
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/ Chang M. Liu
Chang M. Liu
President and Chief Executive Officer
Date: February 28, 2023
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/ Chang M. Liu
Chang M. Liu
/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/ Nelson Chung
Nelson Chung
Title
President and Chief Executive Officer, and Director
(principal executive officer)
Executive Vice President,
Chief Financial Officer/Treasurer
(principal financial officer)
(principal accounting officer)
Executive Chairman of
the Board
Date
February 28, 2023
February 28, 2023
February 28, 2023
Vice Chairman of the Board
February 28, 2023
Vice Chairman of the Board
February 28, 2023
Director
Director
February 28, 2023
February 28, 2023
95
/s/ Felix S. Fernandez
Felix S. Fernandez
/s/ Jane Jelenko
Jane Jelenko
/s/ Maan-Huei Hung
Maan-Huei Hung
/s/ Joseph C.H. Poon
Joseph C.H. Poon
/s/ Richard Sun
Richard Sun
/s/ Shally Wang
Shally Wang
February 28, 2023
February 28, 2023
February 28, 2023
February 28, 2023
February 28, 2023
February 28, 2023
Director
Director
Director
Director
Director
Director
96
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
Report of Independent Registered Public Accounting Firm ............................................................................................................. F-2
Consolidated Balance Sheets at December 31, 2022 and 2021 ......................................................................................................... F-5
Consolidated Statements of Operations and Comprehensive Income for each of the years ended December 31, 2022, 2021,
and 2020 ....................................................................................................................................................................................... F-6
Consolidated Statements of Changes in Stockholders' Equity for each of the years ended December 31, 2022, 2021, and 2020 .... F-7
Consolidated Statements of Cash Flows for each of the years ended December 31, 2022, 2021, and 2020 ..................................... F-8
Notes to Consolidated Financial Statements ..................................................................................................................................... F-9
Parent-only condensed financial information of Cathay General Bancorp is included in Note 21 to the Consolidated
Financial Statements in this Annual Report on Form 10-K .......................................................................................................... F-58
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, 2022 and 2021, 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, 2022, 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, 2022 and 2021, and the results of its operations and its cash flows for each of the years in the
three-year period ended December 31, 2022, 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, 2022, 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
February 28, 2023 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
Change in Accounting Principle
As discussed in Notes 1 and 5 to the consolidated financial statements, the Company has changed its method of accounting for the
recognition and measurement of credit losses as of January 1, 2021 due to the adoption of ASU No. 2016-13, “Financial Instruments -
Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.
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.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that
was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material
to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication
of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not,
by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures
to which it relates.
F-2
Allowance for loan losses for loans evaluated on a collective basis modeled using an econometric methodology
As discussed in Notes 1 and 5 to the consolidated financial statements, the Company’s total allowance for loan losses as of December 31,
2022 was $146.5 million, a substantial portion of which relates to the allowance for loan losses on loans evaluated on a collective basis
over residential mortgages, commercial and industrial loans, construction loans, commercial real estate for multifamily loans, commercial
real estate for owner-occupied loans, and other commercial real estate loans (hereafter “six portfolios”) using a methodology that includes
econometric regression models, risk ratings, and certain qualitative loss factors (together the collective ALL). The collective ALL includes
the measure of expected credit losses on a collective basis by pooling those loans that share similar risk characteristics into these six
portfolios. The collective ALL methodology uses historical credit loss experience as a basis for estimation of expected credit losses at the
collective pool basis over the contractual term of the loans, adjusted for expected prepayments when appropriate. The Company estimates
the collective ALL using the probability of default during the reasonable and supportable forecast period using separate econometric
regression models developed to correlate macroeconomic variables to historical credit performance for each of the six portfolios. Loss
given default rates are computed based on the net charge-offs recognized and then applied to the expected exposure at default of defaulted
loans. The probability of default and the loss given default rates are applied to the expected amount at default at the loan level based on
contractual scheduled payments and estimated prepayments. The collective ALL incorporates reasonable and supportable forecasts of
various macroeconomic variables over a two-year reasonable and supportable forecast period, reverting straight-line to long-term loss rates
over the one-year reversion period. Adjustments to historical loss information are made for differences in current loan-specific risk
characteristics as well as for changes in environmental conditions. The adjustments, or qualitative loss factors, consider idiosyncratic risk
factors, conditions that may not be reflected in quantitatively derived results, or other relevant factors to seek to ensure the allowance for
credit losses reflects the Company’s best estimate of current expected credit losses.
We identified the assessment of the collective ALL as a critical audit matter. A high degree of audit effort, including specialized skills and
knowledge, and subjective and complex auditor judgment was involved in the assessment due to significant measurement uncertainty. This
included our assessment of the collective ALL methodology, including the econometric models used to estimate expected credit losses and
their significant assumptions. Such significant assumptions included portfolio segmentation, prepayments, the period over which loss
history is considered, the economic forecast scenarios and their weightings and macroeconomic variables, the length of the reasonable and
supportable forecast period and corresponding reversion period, and risk ratings. The assessment also included the evaluation of the
qualitative loss factors. In addition, auditor judgment was required to evaluate the sufficiency of audit evidence obtained.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the
operating effectiveness of certain internal controls related to the Company’s measurement of the collective ALL, including controls over
the:
●
●
●
●
●
●
development of the collective ALL methodology
continued use and appropriateness of changes in the econometric models
identification and determination of the significant assumptions used in the econometric models
continued use and appropriateness of changes in certain qualitative loss factors
determination of risk ratings
analysis of the collective ALL results, trends, and ratios.
F-3
We evaluated the Company’s process to develop the collective ALL by testing certain sources of data, factors, and assumptions used, and
considered the relevance and reliability of such data, factors, and assumptions. In addition, we involved credit risk professionals with
specialized skills and knowledge, who assisted in:
●
●
●
●
●
●
●
evaluating the collective ALL methodology for compliance with U.S. generally accepted accounting principles
evaluating judgments made relative to the development and performance monitoring of the econometric models, by comparing them
to Company-specific metrics and trends and the applicable industry and regulatory practices
assessing the conceptual soundness and performance testing of the econometric models by inspecting the model development and
validation documentation to determine whether the models are suitable for their intended use
evaluating the judgments made by the Company in selecting the macroeconomic forecast scenarios, including the reasonable and
supportable forecast period and economic scenario weightings used by comparing them to the Company’s business environment and
relevant industry practice
determining whether the loan portfolio is segmented by similar risk characteristics by comparing to specific portfolio risk
characteristics and trends
testing individual risk ratings for a selection of loans by evaluating the financial performance of the borrower, sources of repayment,
and any relevant guarantees or underlying collateral
evaluating the methodology used to develop certain qualitative loss factors and the effect of those qualitative loss factors on the
collective ALL compared with relevant credit risk factors and consistency with credit trends and identified limitations of the
econometric models.
We also assessed the sufficiency of audit evidence obtained related to the collective ALL by evaluating the:
●
●
●
cumulative results of the audit procedures
qualitative aspects of the Company’s accounting practices
potential bias in the accounting estimates
/s/ KPMG LLP
We have served as the Company’s auditor since 1991.
Los Angeles, California
February 28, 2023
F-4
CATHAY GENERAL BANCORP AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
As of December 31,
2022
2021
(In thousands, except share and per
share data)
Assets
Cash and due from banks ............................................................................................................... $
Short-term investments and interest-bearing deposits ....................................................................
Securities available-for-sale (amortized cost of $1,622,173 in 2022 and $1,126,867 in 2021) ......
Loans ..............................................................................................................................................
Less: Allowance for loan losses .................................................................................................
Unamortized deferred loan fees, net ...............................................................................
Loans, net ...................................................................................................................
Equity securities .............................................................................................................................
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.............................................................................................................
Right-of-use assets- operating leases .............................................................................................
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 .........................................................................................................................
Advances from the Federal Home Loan Bank ...............................................................................
Other borrowings for affordable housing investments ...................................................................
Long-term debt ...............................................................................................................................
Acceptances outstanding ................................................................................................................
Lease liabilities - operating leases ..................................................................................................
Other liabilities ...............................................................................................................................
Total liabilities ..........................................................................................................................
Commitments and contingencies
Stockholders’ Equity
Common stock, $0.01 par value, 100,000,000 shares authorized, 91,090,614 issued and
72,742,151 outstanding at December 31, 2022, and 90,871,860 issued and 75,750,862
outstanding at December 31, 2021 .........................................................................................
Additional paid-in-capital ..........................................................................................................
Accumulated other comprehensive income/(loss), net ...............................................................
Retained earnings .......................................................................................................................
Treasury stock, at cost (18,348,463 shares at December 31, 2022, and 15,120,998 shares at
195,440 $
966,962
1,473,348
18,254,024
(146,485 )
(6,641 )
18,100,898
22,158
17,250
4,067
327,128
94,776
2,372
82,428
375,696
5,757
29,627
250,069
21,947,976 $
134,141
2,315,563
1,127,309
16,342,479
(136,157 )
(4,321 )
16,202,001
22,319
17,250
4,368
299,211
99,402
8,112
56,994
372,189
4,627
27,834
195,403
20,886,723
4,168,989 $
4,492,054
2,509,736
3,812,724
1,000,460
7,013,370
18,505,279
485,000
22,600
119,136
2,372
32,518
307,031
19,473,936
—
2,522,442
4,611,579
915,515
5,517,252
18,058,842
20,000
23,145
119,136
8,112
30,694
180,543
18,440,472
—
911
981,119
(102,295 )
2,244,856
909
972,474
(3,065 )
1,985,168
December 31, 2021) ...............................................................................................................
Total equity ...............................................................................................................................
Total liabilities and equity ....................................................................................................... $
(650,551 )
2,474,040
21,947,976 $
(509,235 )
2,446,251
20,886,723
See accompanying notes to Consolidated Financial Statements.
F-5
CATHAY GENERAL BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
2022
Year Ended December 31,
2021
(In thousands, except share
and per share data)
2020
Interest and Dividend Income
Loan receivable ........................................................................................................... $
Investment securities ...................................................................................................
Federal Home Loan Bank stock .................................................................................
Deposits with banks ....................................................................................................
Total interest and dividend income ........................................................................
Interest Expense
Time deposits ..............................................................................................................
Other deposits .............................................................................................................
Advances from the Federal Home Loan Bank ...........................................................
Long-term debt ............................................................................................................
Deferred payments from acquisition ..........................................................................
Short-term borrowings ................................................................................................
Total interest expense .............................................................................................
Net interest income before provision/(reversal) for credit losses ..............................
Provision/(reversal) for credit losses ..........................................................................
Net interest income after provision/(reversal) for credit losses .................................
Non-Interest Income
Net gains/(losses) from equity securities ....................................................................
Securities gains, net ....................................................................................................
Letters of credit commissions .....................................................................................
Depository service fees ...............................................................................................
Wealth management fees ............................................................................................
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 expense/(income) .................................................................
Amortization of investments in low income housing and alternative energy
partnerships .............................................................................................................
Amortization of core deposit premium .......................................................................
Cost associated with debt redemption ........................................................................
Acquisition, integration and reorganization costs ......................................................
Other operating expense .............................................................................................
Total non-interest expense ..........................................................................................
Income before income tax expense ..............................................................................
Income tax expense .........................................................................................................
Net income ...................................................................................................................... $
801,981 $
28,240
1,103
19,957
851,281
56,354
48,942
5,880
5,546
—
862
117,584
733,697
14,543
719,154
392
—
6,351
6,523
16,436
27,112
56,814
142,546
22,808
13,603
28,237
13,181
8,037
6,863
127
42,065
1,892
—
4,127
19,946
303,432
472,536
111,894
360,642 $
Other Comprehensive Income/(Loss), Net of Tax:
Net holding (losses)/gains on securities available-for-sale ........................................
Net holding gains/(losses) on cash flow hedge derivatives ........................................
Total other comprehensive income/(loss), net of tax .............................................
Total comprehensive income/(loss) ................................................................... $
(105,043)
5,813
(99,230)
261,412 $
Net Income Per Common Share
Basic ............................................................................................................................ $
Diluted ......................................................................................................................... $
Cash dividends paid per common share ..................................................................... $
4.85 $
4.83 $
1.36 $
Average Common Shares Outstanding:
649,224 $
14,151
991
2,145
666,511
40,542
21,259
1,182
5,773
—
—
68,756
597,755
(16,008)
613,763
(1,426)
853
7,103
5,584
15,056
27,433
54,603
132,795
20,318
13,549
23,666
13,607
7,132
6,913
343
45,447
687
732
1,425
19,909
286,523
381,843
83,539
298,304 $
(11,989)
3,614
(8,375)
289,929 $
3.81 $
3.80 $
1.27 $
677,193
20,599
952
1,830
700,574
111,629
25,396
5,299
5,791
115
234
148,464
552,110
57,500
494,610
(1,148)
1,695
6,741
4,949
10,529
20,054
42,820
124,022
20,634
11,133
21,856
14,897
8,999
5,224
(3,091)
58,225
687
693
—
20,186
283,465
253,965
25,105
228,860
6,486
(3,478)
3,008
231,868
2.88
2.87
1.24
Basic ............................................................................................................................
Diluted .........................................................................................................................
74,337,265
74,664,735
78,268,369
78,570,638
79,584,560
79,777,847
See accompanying notes to Consolidated Financial Statements.
F-6
CATHAY GENERAL BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(In thousands, except number of shares) Number of
Common Stock
Accumulated
Other
Additional
Paid-in Comprehensive Retained Treasury Stockholders'
Total
Balance at December 31, 2019 ............. 79,729,419 $
900 $ 950,466 $
2,302 $1,659,153 $(318,538) $
2,294,283
Shares
Amount Capital Income/(Loss) Earnings Stock
Equity
Dividend Reinvestment Plan ..................
Restricted stock units vested ..................
Shares withheld related to net share
358,157
189,557
4
2
9,773
—
—
—
—
—
—
—
9,777
2
settlement of RSUs .............................
Stock issued to directors .........................
Purchases of treasury stock ....................
Stock -based compensation ....................
Cash dividends of $1.24 per share ..........
Other comprehensive income/(loss) .......
Net income .............................................
—
31,110
(799,978)
—
—
—
—
Balance at December 31, 2020 ......... 79,508,265 $
(1,911)
—
800
—
—
—
5,606
—
—
—
—
—
—
—
906 $ 964,734 $
—
—
—
—
—
3,008
—
—
—
—
— (23,593)
—
—
—
(98,688)
—
—
—
— 228,860
5,310 $1,789,325 $(342,131) $
(1,911)
800
(23,593)
5,606
(98,688)
3,008
228,860
2,418,144
Cumulative effect of change in
accounting principle related to ASC
326 (1) .................................................
Dividend Reinvestment Plan ..................
Restricted stock units vested ..................
Shares withheld related to net share
—
84,011
123,893
—
1
2
—
3,562
—
—
—
—
(3,139)
—
—
—
—
—
(3,139)
3,563
2
—
settlement of RSUs .............................
Stock issued to directors .........................
20,750
Purchases of treasury stock .................... (3,986,057)
—
Stock -based compensation ....................
Cash dividends of $1.27 per share ..........
—
—
Other comprehensive income/(loss) .......
—
Net income .............................................
Balance at December 31, 2021 ......... 75,750,862 $
(2,632)
—
850
—
—
—
5,960
—
—
—
—
—
—
—
909 $ 972,474 $
—
—
—
—
—
(8,375)
—
—
—
—
— (167,104)
—
—
—
(99,322)
—
—
—
— 298,304
(3,065) $1,985,168 $(509,235) $
(2,632)
850
(167,104)
5,960
(99,322)
(8,375)
298,304
2,446,251
Dividend Reinvestment Plan ..................
Restricted stock units vested ..................
Shares withheld related to net share
86,501
112,473
1
1
3,718
—
—
—
—
—
—
—
3,719
1
—
settlement of RSUs .............................
Stock issued to directors .........................
19,780
Purchases of treasury stock .................... (3,227,465)
Stock -based compensation ....................
—
—
Cash dividends of $1.36 per share ..........
Other comprehensive income/(loss) .......
—
—
Net income .............................................
Balance at December 31, 2022 ......... 72,742,151 $
(2,905)
—
849
—
—
—
6,983
—
—
—
—
—
—
—
911 $ 981,119 $
—
—
—
—
—
—
— (141,315)
—
—
—
—
—
— (100,955)
—
—
—
— 360,642
(102,295) $2,244,855 $(650,550) $
(99,230)
(2,905)
849
(141,315)
6,983
(100,955)
(99,230)
360,642
2,474,040
(1) Represents the impact of the adoption of Accounting Standards Update ASU 2016-13, Financial Instruments — Credit Losses (Topic
326) on January 1, 2021.
See accompanying notes to Consolidated Financial Statements.
F-7
CATHAY GENERAL BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
2022
Year Ended December 31,
2021
(In thousands)
2020
360,642 $
298,304 $
228,860
Cash Flows from Operating Activities
Net income ................................................................................................................................................... $
Adjustments to reconcile net income to net cash provided by operating activities:
Provision/(reversal) for credit losses ......................................................................................................
Provision for losses on other real estate owned ......................................................................................
Deferred tax (benefit)/ provision ............................................................................................................
Depreciation and amortization ................................................................................................................
Amortization of right-of-use asset ..........................................................................................................
Change in operating lease liabilities .......................................................................................................
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 ..........................................................................................................
Loss on sales or disposal of fixed assets .................................................................................................
Amortization of alternative energy partnerships, venture capital and other investments ......................
Net gain on sales and calls of securities .................................................................................................
Amortization/accretion of security premiums/discount, net ..................................................................
Unrealized loss/(gain) on equity securities .............................................................................................
Stock-based compensation and stock issued to officers as compensation .............................................
Net change in accrued interest receivable and other assets ....................................................................
Net change in other liabilities .................................................................................................................
Net cash provided by operating activities ......................................................................................
14,543
—
(2,088)
9,958
9,845
(4,629)
(6)
(1)
33
—
67
42,065
(101)
2,465
(291)
7,832
(80,411)
107,467
467,390
Cash Flows from Investing Activities
Purchase of investment securities available-for-sale ..................................................................................
Proceeds from repayment, maturity, and call of investment securities available-for-sale .........................
Proceeds from sale of investment securities available-for-sale ..................................................................
Proceeds from sale of equity securities .......................................................................................................
Purchase of Federal Home Loan Bank stock ..............................................................................................
Redemption of Federal Home Loan Bank stock .........................................................................................
Net increase in loans ....................................................................................................................................
Purchase of premises and equipment ..........................................................................................................
Benefits received on bank owned life insurance .........................................................................................
Proceeds from sales of other real estate owned ..........................................................................................
Net increase in investment in affordable housing and alternative energy partnerships .............................
Acquisitions, net of cash acquired ...............................................................................................................
Net cash used for investing activities ..............................................................................................
(711,707)
213,936
—
553
(9,776)
9,776
(1,272,268)
(3,390)
4,013
307
(6,995)
(73,882)
(1,849,433)
(16,008)
17
9,168
7,956
8,160
(2,790)
(57)
(357)
5,351
(4,994)
55
45,447
(853)
7,865
2,036
6,810
(34,196)
2,403
334,317
(560,140)
424,386
21,102
—
—
—
(715,862)
(3,728)
2,752
795
(29,229)
—
(859,924)
57,500
717
(9,486)
7,660
8,852
(2,389)
(4,216)
(413)
11,098
(10,685)
45
58,131
(1,695)
8,617
1,148
6,406
(21,247)
(18,948)
319,955
(434,165)
734,485
117,249
3,112
(840)
1,680
(583,136)
(5,778)
—
4,308
(79,119)
—
(242,204)
Cash Flows from Financing Activities
(Decrease)/increase in deposits ...................................................................................................................
Advances from Federal Home Loan Bank ..................................................................................................
Repayment of Federal Home Loan Bank borrowings ................................................................................
Cash dividends paid .....................................................................................................................................
Purchase of treasury stock ...........................................................................................................................
Repayment of short-term borrowings .........................................................................................................
Repayment of other borrowings ..................................................................................................................
Proceeds from shares issued under Dividend Reinvestment Plan ..............................................................
Taxes paid related to net share settlement of RSUs ....................................................................................
Net cash provided by financing activities ......................................................................................
(Decrease)/Increase in cash, cash equivalents, and restricted cash ............................................................
Cash, cash equivalents, and restricted cash, beginning of the year ............................................................
Cash, cash equivalents, and restricted cash, end of the period ................................................................... $
(128,803)
465,000
—
(100,955)
(141,316)
—
—
3,720
(2,905)
94,741
(1,287,302)
2,449,704
1,162,402 $
1,949,728
50,000
(180,000)
(99,322)
(167,104)
—
—
3,563
(2,632)
1,554,233
1,028,626
1,421,078
2,449,704 $
1,417,310
1,450,000
(1,970,000)
(98,688)
(23,593)
(25,683)
(7,663)
9,777
(1,911)
749,549
827,300
593,778
1,421,078
Supplemental Cash Flow Information
Cash paid during the year for:
Interest ..................................................................................................................................................... $
Income taxes ........................................................................................................................................... $
105,521 $
96,881 $
75,486 $
92,691 $
162,434
45,371
Non-cash investing and financing activities:
Net change in unrealized holding (loss)/gain on securities available-for-sale, net of tax ..................... $
Net change in unrealized holding gain/(loss) on cash flow hedge derivatives ...................................... $
Transfers to other real estate owned from loans held for investment .................................................... $
Loans transferred from held-for investment to loans held for sale ........................................................ $
(105,042) $
5,813 $
— $
32 $
(11,989) $
3,614 $
205 $
— $
6,486
(3,478)
—
—
See accompanying notes to Consolidated Financial Statements.
F-8
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, ten limited partnerships investing
in affordable housing projects, and GBC Venture Capital, Inc. (together, the “Company,” “we,” “us,” or “our”). 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 Bancorp’s primary business is to act as the holding company for the Bank.
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 clients. The Bank owns 100% of the
common securities of Cathay Holdings LLC.
Use of Estimates. The preparation of the Consolidated Financial Statements in accordance with GAAP requires management of the
Company to make several 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 credit 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, 2022, gross loans were primarily comprised of 48.2% of commercial
mortgage loans, 28.8% of residential mortgage loans, and 18.2% of commercial loans. As of December 31, 2022, approximately 47.3% of
the Bank’s residential mortgages were for properties located in California.
Securities Available for Sale. Effective January 1, 2021, upon the adoption of ASU 2016-13, debt securities Available For Sale
(“AFS”) are measured at fair value and subject to impairment testing. When an AFS debt security is considered impaired, the Company
must determine if the decline in fair value has resulted from a credit-related loss or other factors and then, (1) recognize an allowance for
credit loss by a charge to earnings for the credit-related component (if any) of the decline in fair value, and (2) recognize in other
comprehensive income (loss) any non-credit related components of the fair value change. If the amount of the amortized cost basis expected
to be recovered increases in a future period, the valuation reserve would be reduced, but not more than the amount of the current existing
reserve for that security.
Interest income includes amortization of premiums and discounts as an adjustment of yield on a level-yield basis. Premiums on callable
debt securities are amortized to their earliest call date. Gains and losses on sales are recorded on the trade date and determined using the
specific identification method.
F-9
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS–(Continued)
A debt security is placed on nonaccrual status at the time any principal or interest payments become delinquent by 90 days or greater.
Interest accrued but not received for a security placed on non-accrual is reversed against interest income. No interest was reversed against
interest income during the period.
Allowance for Credit Losses on Available for Sale Securities. For AFS debt securities in an unrealized loss position, the Company
first assesses whether it intends to sell, or it is more likely than not that it will be required to sell the security before recovery of its amortized
cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair
value with the credit component of the unrealized loss of the impaired AFS debt security recognized as an allowance for credit losses, and
a corresponding provision for credit losses on the consolidated statement of income and the non-credit component is recognized in other
comprehensive income (loss), net of applicable taxes. For AFS debt securities that do not meet the aforementioned criteria, the Company
evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, management considers
the extent to which fair value is less than amortized cost, the payment structure of the security, failure of the issuer of the security to make
scheduled interest or principal payments, any changes to the rating of the security by a rating agency, and adverse conditions specifically
related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to
be collected from the security are compared to the amortized cost basis of the security. Any fair value changes that have not been recorded
through an allowance for credit losses is recognized in other comprehensive income.
Changes in the allowance for credit losses are recorded as provision for credit loss expense. Losses are charged against the allowance
when management believes the uncollectability of an available-for-sale security is confirmed or when either of the criteria regarding intent
or requirement to sell is met.
The amortized cost of the Company’s AFS debt securities exclude accrued interest, which is included in “accrued interest receivable”
on the Consolidated Balance Sheets. The Company has made an accounting policy election not to measure an allowance for credit losses
for accrued interest receivables on AFS debt securities since the Company timely reverses any previously accrued interest when the debt
security remains in default for an extended period. As each AFS debt security has a unique security structure, where the accrual status is
clearly determined when certain criteria listed in the terms are met, the Company assesses the default status of each security as defined by
the debt security’s specific security structure.
Trading securities are reported at fair value, with unrealized gains or losses included in income.
Investment in Federal Home Loan Bank (“FHLB”) Stock. As a member of the FHLB system the Bank is required to maintain an
investment in the capital stock of the FHLB. The amount of investment is also affected by the outstanding advances under the line of credit
the Bank maintains with the FHLB. FHLB stock is carried at cost and is pledged as collateral to the FHLB. FHLB stock is periodically
evaluated for impairment based on ultimate recovery of par value. The carrying amount of the FHLB stock was $17.3 million at December
31, 2022, and 2021. As of December 31, 2022, the Company owned 172,500 shares of FHLB stock, which exceeded the minimum stock
requirement of 150,000 shares.
F-10
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS–(Continued)
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. As a result, accrued interest receivable
does not carry a credit loss reserve. 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. 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 at amortized cost to the loans held-for-sale portfolio at lower of aggregate cost or fair value and the
existing ACL on the loans transferred is reversed.
Allowance for Credit Losses (“ACL”) on Loans Held for Investment. The Company adopted ASU 2016-13, Financial Instruments –
Credit Losses (Topic 326) on January 1, 2021 which introduced a new current expected credit loss (“CECL”) approach for financial
instruments measured at amortized cost and other commitments to extend credit. CECL requires the immediate recognition of estimated
credit losses expected to occur over the estimated remaining life of the asset. The forward-looking concept of CECL requires loss estimates
to consider historical experience, GDP, unemployment rates, CRE and home price indexes, and reasonable and supportable economic
forecasts of future events and circumstances.
The ACL on loans held for investment is the combination of the allowance for loan losses and the reserve for unfunded loan
commitments. The allowance for loan losses is reported as a reduction of the amortized cost basis of loans, while the reserve for unfunded
loan commitments is included within "other liabilities" on the Consolidated Balance Sheets. The amortized cost basis of loans does not
include accrued interest receivable, which is included in "accrued interest receivable" on the Consolidated Balance Sheets. The "Provision
for credit losses" on the Consolidated Statements of Operations and Comprehensive Income is a combination of the provision for loan
losses and the provision for unfunded loan commitments.
F-11
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS–(Continued)
Under the Company’s CECL approach, management estimates the ACL using relevant available information from internal and
external sources, relating to past events, GDP, unemployment rates, CRE and home price indexes, and reasonable and supportable economic
forecasts that vary by loan portfolio. We use economic forecasts from Moody’s Analytics in this process. The economic forecast is updated
monthly; therefore, the one used for each quarter-end calculation is generally based on a one-month lag based on the timing of when the
forecast is released. The Company does not consider a one-month lag to create a material difference but will consider any subsequent
material changes to our estimated loss forecasts as deemed appropriate. Historical credit loss experience provides the basis for the estimation
of expected credit losses. Adjustments to historical loss information are made for differences in current loan-specific risk characteristics
such as differences in underwriting standards, portfolio mix, delinquency level, or term as well as for changes in environmental conditions,
such as changes in gross domestic product (or “GDP”), unemployment rates, property values, or other relevant factors.
Under the CECL methodology, quantitative and qualitative loss factors are applied to our population of loans on a collective pool
basis when similar risk characteristics exist. When loans do not share similar risk characteristics, the Company would evaluate the loan for
expected credit losses on an individual basis. The Company evaluates loans for expected credit losses on an individual basis if, based on
current information and events, the loan does not share similar credit risk characteristics with other loans. The Company may choose to
measure expected credit losses on an individual loan basis by using one of the following methods: (1) the present value of the expected
future cash flows of the loan discounted at the loan’s original effective interest rate, or (2) if the loan is collateral dependent, the fair value
of the collateral less costs to sell. For loans that are not collateral-dependent, the Company will use the present value of future cash flows.
Under the Company’s CECL methodology, nine portfolio segments with similar risk characteristics are evaluated for expected loss.
Six portfolios are modeled using econometric models and three smaller portfolios are evaluated using a simplified loss-rate method that
calculates lifetime expected credit losses for the respective pools (simplified approach). The six portfolios subject to econometric modeling
include residential mortgages; commercial and industrial loans (“C&I”); construction loans; commercial real estate (“CRE”) for
multifamily loans; CRE for owner-occupied loans; and other CRE loans. We estimate the probability of default during the reasonable and
supportable forecast period using separate econometric regression models developed to correlate macroeconomic variables, (GDP,
unemployment, CRE prices and residential mortgage prices) to historical credit performance for each of the six loan portfolios from 2007
to the fourth quarter of 2020. Loss given default rates would be computed based on the net charge-offs recognized and then applied to the
expected exposure at default of defaulted loans starting with the fourth quarter of 2007 through the fourth quarter of 2020. The probability
of default and the loss given default rates are applied to the expected amount at default at the loan level based on contractual scheduled
payments and estimated prepayments. The amounts so calculated comprise the quantitative portion of the allowance for credit losses.
The Company’s CECL methodology utilizes an eight-quarter R&S forecast period, and a four-quarter reversion period. Management
relies on multiple forecasts, blending them into a single loss estimate. Generally speaking, the blended scenario approach would include
the Baseline, the Alternative Scenario 1 – Upside – 10th Percentile and the Alternative Scenario 3 – Downside – 90th Percentile forecasts.
After the R&S period, the Company will revert straight-line for the four-quarter reversion period to the long-term loss rates for each of the
six portfolios of loans.
The Company’s CECL methodology estimates expected credit losses over the contractual term of the loans, adjusted for expected
prepayments when appropriate. The contractual term excludes expected extensions, renewals, and modifications unless either of the
following applies: (i) management has a reasonable expectation at the reporting date that a troubled debt restructuring will be executed
with an individual borrower or (ii) the extension or renewal options are included in the original or modified contract at the reporting date
and are not unconditionally cancellable by the Company.
F-12
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS–(Continued)
The simplified approach portfolios include Small Business Administration (“SBA”) loans, Home Equity Lines of Credit (“HELOCs”)
and cash-secured loans, which are not modelled econometrically due to the low loss history for these three pools of loans. The forecasted
loss rate is based on the forecasted GDP and unemployment rates during the first eight quarters of the portfolio’s contractual life, reversion
loss rates for the next four quarters of the portfolio’s contractual life on a linear declining rate, and the long-term loss rate projected over
the remainder of the portfolio’s contractual life.
Under the Company’s CECL methodology, the qualitative portion of the reserve on pooled loans represents management’s judgment
of additional considerations to account for internal and external risk factors that are not adequately measured in the quantitative reserve.
The qualitative loss factors consider idiosyncratic risk factors, conditions that may not be reflected in quantitatively derived results, or other
relevant factors to seek to ensure the allowance for credit losses reflects our best estimate of current expected credit losses. The qualitative
reserves include reserves for policy exceptions, experience of management and staff, level of competition in the lending environment, weak
risk identification, lack of historical experience with residential mortgage loans made to non-U.S. residents, oil & gas, included as part of
the C&I loan portfolio, and the higher risk characteristics of purchased syndicated loans. Current and forecasted economic trends and
underlying market values for collateral dependent loans also are considered within the econometric models described above.
The Company’s CECL methodology requires a significant amount of management judgment in determining the appropriate allowance
for credit losses. Several of the steps in the methodology involve judgment and are subjective in nature including, among other things:
segmenting the loan portfolio; determining the period over which loss history to consider; selecting predictive econometric regression
models that use appropriate macroeconomic variables; determining the methodology to forecast prepayments; selecting the most
appropriate economic forecast scenario; determining the length of the R&S forecast and reversion periods; estimating expected utilization
rates on unfunded loan commitments; and assessing relevant and appropriate qualitative factors. In addition, the CECL methodology is
dependent on economic forecasts that are inherently imprecise and will change from period to period. Although the allowance for credit
losses is considered by management to be appropriate, there can be no assurance that it will be sufficient to absorb future losses.
Management believes the allowance for credit losses is appropriate for the CECL in our loan portfolio and associated unfunded
commitments, and the risk ratings and inherent loss rates currently assigned are reasonable and appropriate as of the reporting date.
Individually Evaluated Loans. Loans that do not share similar risk characteristics with other financial assets are individually evaluated
for impairment and excluded from loan pools used within the collective evaluation of estimated credit losses. We defined the following
criteria for what constitutes a “default”, which results in a loan no longer sharing similar risk characteristics with other loans, and therefore
requires an individual evaluation for expected credit losses. The criteria for default may include any one of the following: on nonaccrual
status, modified under a troubled debt restructuring, or payment delinquency of 90 days or more.
Prior to January 1, 2021, our allowance for loan losses consisted 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.
F-13
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS–(Continued)
•
General allowance: The unclassified portfolio is segmented on a group basis. Segmentation is determined by loan types 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. Management also reviews reports on past-due loans to ensure appropriate
classification. In the fourth quarter of 2016, management reevaluated and increased the look back period from five to eight years
to capture historical loan losses from the last recession. The look back period is anchored from the first quarter of 2009 and has
been extended through forty-eight quarters through the fourth quarter of 2020. The general allowance is affected by loan
volumes, quarterly net charge-offs/recoveries and historical loss rates. In addition, 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. These refinements maintained the Bank’s allowance at a level
consistent with the prior quarter.
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 individually evaluated loans.
The allowance for credit loss on a TDR is measured using the same method as all other loans held for investment, except when the
value of a concession cannot be measured using a method other than the discounted cash flow method. When the value of a concession is
measured using the discounted cash flow method, the allowance for credit loss is determined by discounting the expected future cash flows
at the original interest rate of the loan.
The Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) as extended by the Consolidated Appropriation Act, 2021
(“CAA”) permits financial institutions to suspend requirements under GAAP for loan modifications to borrowers affected by COVID-19
and is intended to provide interpretive guidance as to conditions that would constitute a short-term modification that would not meet the
definition of a TDR. Such conditions include the following (i) the loan modification is made between March 1, 2020, and January 1,
2022 and (ii) the applicable loan was not more than 30 days past due as of December 31, 2019.
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 14 in the Notes to Consolidated Financial Statements.
F-14
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS–(Continued)
The Company estimates expected credit losses over the contractual period in which the Company is exposed to credit risk via a
contractual obligation to extend credit, unless that obligation is unconditionally cancellable by the Company, using the same loss factors
as used for the allowance for loan losses. The reserve for unfunded loan commitments uses the expected historical usage rate of the unfunded
commitments during the contractual life of the commitments. The allowance for unfunded commitments is included in “other liabilities”
on the Consolidated Balance Sheets. Changes in the allowance for unfunded commitments are included in the provision for loan losses.
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.
Other Real Estate Owned (“OREO”). Real estate acquired in the settlement of loans is initially recorded at fair value, less estimated
costs to sell. Specific valuation allowances on other real estate owned are recorded through charges to operations to recognize declines in
fair value subsequent to foreclosure. 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 are intended to qualify for Federal and/or State income tax credits and limited
partnerships that invests in alternative energy systems that are intended to qualify for alternative energy tax credits. As further discussed in
Note 6 to the Consolidated Financial Statements, the partnership interests are accounted for utilizing the equity method of accounting. As
of December 31, 2022, ten 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 ten limited
partnerships into the 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 occurred 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 impairment charged
against net income.
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
Estimated Useful
Life (years)
15 to 45
5 to 20
3 to 25
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.
Goodwill and Other Intangible Assets. Goodwill represents the excess of the purchase price over the fair value of the net assets
acquired in an acquisition. Goodwill and other intangible assets are assessed for impairment annually as of December 31 or whenever
events or changes in circumstances indicate the carrying amount may not be recoverable. The Company performed its annual impairment
test and determined no impairment existed as of December 31, 2022 and 2021.
F-15
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS–(Continued)
Other intangible assets. Other intangible assets are mainly comprised of 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.
Bank-Owned Life Insurance. We have purchased single premium life insurance policies (“bank-owned life insurance”) on certain
officers. The Bank is the beneficiary under each policy. In the event of the death of a covered officer, we will receive the specified insurance
benefit from the insurance carrier and pay a fixed dollar amount to the beneficiary designated by the officer. Bank-owned life insurance is
recorded at the amount that can be realized under the insurance contract at the balance sheet date, which is the cash surrender value adjusted
for other charges or other amounts due, if any, that are probable at settlement.
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 Sheets 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/(loss) and are reclassified to earnings when the hedged transaction is reflected in earnings. For derivatives
designated as fair value hedges, changes in the fair value of the derivatives are reflected in current earnings, together with changes in the
fair value of the related hedged item if there is a highly effective correlation between changes in the fair value of the interest rate swaps
and changes in the fair value of the underlying asset or liability that is intended to be hedged. If there is not a highly effective correlation
between changes in the fair value of the interest rate swap and changes in the fair value of the underlying asset or liability that is intended
to be hedged, then only the changes in the fair value of the interest rate swaps are reflected in the Company’s consolidated financial
statements.
Foreign Exchange Forwards and Foreign Currency Option Contracts. We enter into foreign exchange forward contracts and foreign
currency option contracts with correspondent banks to mitigate the risk of fluctuations in foreign currency exchange rates for foreign
currency certificates of deposit, foreign exchange contracts or foreign currency option contracts entered into with our clients. These
contracts are not designated as hedging instruments and are recorded at fair value in our Consolidated Balance Sheets. Changes in the fair
value of these contracts as well as the related foreign currency certificates of deposit, foreign exchange contracts or foreign currency option
contracts, are recognized immediately in net income as a component of non-interest income. Period end gross positive fair values are
recorded in other assets and gross negative fair values are recorded in other liabilities.
Income Taxes. The provision for income taxes is based on income reported for financial statement purposes, and differs from the
amount of taxes currently payable, since certain income and expense items are reported for financial statement purposes in different periods
than those for tax reporting purposes. The Company accounts for income taxes using the asset and liability approach, the objective of which
is to establish deferred tax assets and liabilities for the temporary differences between the financial reporting basis and the tax basis of the
Company’s assets and liabilities at enacted tax rates expected to be in effect when such amounts are realized or settled. A valuation
allowance is established for deferred tax assets if, based on the weight of available evidence, it is more likely than not that some portion or
all of the deferred tax assets will not be realized.
F-16
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS–(Continued)
Comprehensive Income/(loss). Comprehensive income/(loss) is defined as the change in equity during a period from transactions and
other events and circumstances from non-owner sources. Comprehensive income/(loss) generally includes net income/(loss), unrealized
gains and losses on investments in securities available-for-sale, and cash flow hedges. Comprehensive income/(loss) and its components
are reported and displayed in the Company’s Consolidated Statements of Operations and Comprehensive Income.
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 Reporting. Through our branch network and lending units, we provide a broad range of financial services to individuals and
companies. These services include demand, time and savings deposits; and commercial and industrial, real estate and consumer lending.
While our chief decision makers monitor the revenue streams of our various products and services, operations are managed, and financial
performance is evaluated on a company-wide basis. Accordingly, we consider all of our operations to be aggregated in one reportable
operating segment.
Recent Accounting Pronouncements
In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference
Rate Reform on Financial Reporting.” ASU No. 2020-04 is effective for all entities as of March 12, 2020, through December 31, 2022 and
as extended by ASU 2022-06 to December 31, 2024 after which entities will no longer be permitted to apply the relief of Topic 848. This
ASU provides temporary optional guidance to ease the potential burden in accounting for reference rate reform. The new guidance provides
optional expedients and exceptions for applying GAAP to contract modifications and hedging relationships, subject to meeting certain
criteria, that reference LIBOR or another reference rate expected to be discontinued. The ASU is intended to help stakeholders during the
global market-wide reference rate transition period. Therefore, it will be in effect for a limited time through December 31, 2024. In January
2021, the FASB issued ASU 2021-01 as subsequent amendments, which expanded the scope of Topic 848 to include all affected derivatives
and clarified certain optional expedients and exceptions regarding the hedge accounting for derivative contracts affected by the discounting
transition. Based on our current assessment, we will plan to offer SOFR as the primary alternative reference rate but may consider alternate
rates based on client demands and/or the type of loan or financial instrument. The Company will also continue to assess impacts to our
operations, financial models, data and technology as part of our transition plan. The Company adopted ASU 2020-04 and ASU 2021-01 on
a prospective basis on January 1, 2021. At the time of adoption, the guidance did not have a material impact on the Company’s Consolidated
Financial Statements. The Company will continue to track the exposure as of each reporting period and to assess the impact as the reference
rate transition occurs through the cessation of LIBOR.
F-17
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS–(Continued)
In March 2022, the FASB issued ASU 2022-01, “Derivatives and Hedging (Topic 815): Fair Value Hedging - Portfolio Layer
Method.” Under prior guidance, entities can apply the last-of-layer hedging method to hedge the exposure of a closed portfolio of
prepayable financial assets to fair value changes due to changes in interest rates for a portion of the portfolio that is not expected to be
affected by prepayments, defaults, and other events affecting the timing and amount of cash flows. ASU 2022-01 expands the last-of-layer
method, which permits only one hedge layer, to allow multiple hedged layers of a single closed portfolio. To reflect that expansion, the
last-of-layer method is renamed the portfolio layer method. ASU 2022-01 also (i) expands the scope of the portfolio layer method to include
non-prepayable financial assets, (ii) specifies eligible hedging instruments in a single-layer hedge, (iii) provides additional guidance on the
accounting for and disclosure of hedge basis adjustments under the portfolio layer method and (iv) specifies how hedge basis adjustments
should be considered when determining credit losses for the assets included in the closed portfolio. ASU 2022-01 will be effective for us
on January 1, 2023 though early adoption is permitted. The adoption of ASU 2022-01 is not expected to have a significant impact on our
financial statements.
In March 2022, ASU 2022-02, “Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage
Disclosures.” ASU 2022-02 eliminates the accounting guidance for troubled debt restructurings in Accounting Standards Codification
(“ASC”) Subtopic 310-40, Receivables - Troubled Debt Restructurings by Creditors, while enhancing disclosure requirements for certain
loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty. Additionally, ASU 2022-02 requires
entities to disclose current-period gross write-offs by year of origination for financing receivables and net investments in leases within the
scope of ASC Subtopic 326-20, Financial Instruments - Credit Losses - Measured at Amortized Cost. ASU 2022-02 will be effective for
us on January 1, 2023 though early adoption is permitted. The adoption of ASU 2022-02 is not expected to have a significant impact on
our financial statements.
In June 2022, ASU 2022-03, “Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to
Contractual Sale Restrictions.” ASU 2022-03 clarifies that a contractual restriction on the sale of an equity security is not considered part
of the unit of account of the equity security and, therefore, is not considered in measuring fair value. ASU 2022-03 also clarifies that an
entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction and requires certain new disclosures for
equity securities subject to contractual sale restrictions. ASU 2022-03 will be effective for us on January 1, 2024 though early adoption is
permitted. The adoption of ASU 2022-03 is not expected to have a significant impact on our financial statements
2. Business Combinations
The Company’s subsidiary bank, Cathay Bank completed the purchase of HSBC Bank USA, National Association’s West Coast mass
retail market consumer banking business and retail business banking business on February 7, 2022. As a result of the acquisition, Cathay
Bank added 10 retail branches in California and additional loans with principal balance of $646.1 million and deposits with a balance of
$575.2 million.
The assets and liabilities, both tangible and intangible, were recorded at their estimated fair values as of the February 7, 2022
acquisition date. The assets acquired and liabilities assumed have been accounted for under the acquisition method of accounting. We have
included the financial results of the business combinations in the Consolidated Statements of Operations and Comprehensive Income
beginning on the acquisition date. The purchase accounting adjustments are preliminary and subject to finalization during the one-year
measurement period from the date of the acquisition.
F-18
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS–(Continued)
The fair value of the assets and the liabilities acquired as of February 7, 2022 are shown below:
Assets:
Cash and cash equivalents ..................................................................................................................................... $
Loans .....................................................................................................................................................................
Right-of-use assets - operating leases ....................................................................................................................
Core deposit intangible ..........................................................................................................................................
Other ......................................................................................................................................................................
Total assets ......................................................................................................................................................... $
Liabilities assumed:
Deposits ................................................................................................................................................................. $
Lease liabilities ......................................................................................................................................................
Total liabilities assumed..................................................................................................................................... $
Net assets acquired ............................................................................................................................................... $
Total cash paid at closing .................................................................................................................................... $
Goodwill ................................................................................................................................................................ $
Balance Sheet
(In thousands)
473
641,839
6,453
3,138
561
652,464
575,163
6,453
581,616
70,848
74,355
3,507
3. Cash, Cash Equivalents and Restricted Cash
The Company manages its cash and cash equivalents based upon the Company’s operating, investment, and financing activities. Cash
and cash equivalents, for the purpose of reporting cash flows, consist of cash and due from banks and short-term investments and interest-
bearing deposits. Cash and due from banks include cash on hand, cash items in transit, cash due from the Federal Reserve Bank of San
Francisco (“FRBSF”) and other financial institutions. Short-term investments and interest-bearing deposits include cash placed with other
banks with original maturity of three months or less.
The Company had average excess balance with FRBSF of $1.24 billion and $1.61 billion as of December 31, 2022 and 2021,
respectively. At December 31, 2022 the Company has $88.9 million as cash margin that serves as collateral for interest rate swaps of which
$8.2 million is restricted. As of December 31, 2021, the Company had $24.3 million on deposit in a cash margin account that serves as
collateral for interest rate swaps. These amounts included zero and $5.9 million as of December 31, 2022 and December 31, 2021,
respectively, on deposit in a cash margin account that serves as collateral for the Bancorp’s interest rate swaps. As of December 31, 2022
and December 31, 2021, the Company held $25.4 million and $690 thousand, respectively, in a restricted escrow account with a major
bank for its alternative energy investments.
F-19
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 debt securities available-for-sale as of December 31, 2022 and December 31, 2021:
As of December 31, 2022
Gross
Amortized Unrealized Unrealized
Gains
Losses
Gross
Cost
Fair Value
Securities Available-for-Sale
U.S. treasury securities ............................................................................ $
U.S. government agency entities .............................................................
U.S. government sponsored entities ........................................................
Mortgage-backed securities.....................................................................
Collateralized mortgage obligations ........................................................
Corporate debt securities .........................................................................
241,611 $
63,347
30,000
993,883
34,552
258,780
Total ................................................................................................... $ 1,622,173 $
(In thousands)
— $
384
—
194
—
112
690 $
240,500
1,111 $
63,610
121
30,000
—
867,094
126,983
31,061
3,491
17,809
241,083
149,515 $ 1,473,348
As of December 31, 2021
Gross
Amortized Unrealized Unrealized
Gains
Losses
Gross
Cost
Fair Value
Securities Available-for-Sale
U.S. treasury securities ............................................................................ $
U.S. government agency entities .............................................................
Mortgage-backed securities.....................................................................
Collateralized mortgage obligations ........................................................
Corporate debt securities .........................................................................
— $
86,475
886,614
9,547
144,231
Total ................................................................................................... $ 1,126,867 $
(In thousands)
— $
1,169
9,465
—
441
11,075 $
—
— $
87,509
135
888,665
7,414
9,117
430
2,654
142,018
10,633 $ 1,127,309
The amortized cost and fair value of securities available-for-sale as of December 31, 2022, by contractual maturities, are set forth in
the table below. Actual maturities may differ from contractual maturities because borrowers may have the right to call or repay obligations
with or without call or repayment penalties.
Securities Available-for-Sale
As of December 31, 2022
Amortized Cost
Fair Value
Due in one year or less ........................................................................................................... $
Due after one year through five years ....................................................................................
Due after five years through ten years ....................................................................................
Due after ten years .................................................................................................................
Total .................................................................................................................................. $
(In thousands)
311,603 $
213,395
168,767
928,408
1,622,173 $
310,050
196,616
159,448
807,234
1,473,348
Proceeds from the sale of investment securities were $0, $21.1 million and $117.2 million for the years ended December 31, 2022,
2021 and 2020, respectively. Gross realized gains on sale of investment securities were $101 thousand, $853 thousand and $1.7 million for
the years ended December 31, 2022, 2021 and 2020, respectively.
F-20
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS–(Continued)
Allowance for Credit Losses
The securities that were in an unrealized loss position as of December 31, 2022, were evaluated to determine whether the decline in
fair value below the amortized cost basis resulted from a credit loss or other factors. For a discussion of the factors and criteria the Company
uses in analyzing securities for impairment related to credit losses, see Note 1 Summary of Significant Accounting Policies - Allowance
for Credit Losses on Available for Sale Securities to the Consolidated Financial Statements.
The Company concluded the unrealized losses were primarily attributed to yield curve movement, together with widened liquidity
spreads and credit spreads. The issuers have not, to the Company’s knowledge, established any cause for default on these securities. The
Company expects to recover the amortized cost basis of its securities and has no present intent to sell and will not be required to sell
available-for-sale securities that have declined below their cost before their anticipated recovery. Accordingly, no allowance for credit
losses was recorded as of December 31, 2022 and 2021, against these securities, and there was no provision for credit losses recognized
for the years ended December 31, 2022 and 2021. For the year ended December 31, 2020, there was no other-than-temporary (“OTTI”)
credit loss recognized.
The tables below show the related fair value and the gross unrealized losses of the Company’s investment portfolio, aggregated by
investment category and the length of time that individual securities have been in a continuous unrealized loss position as of December 31,
2022, and December 31, 2021:
Less than 12 months
Gross
As of December 31, 2022
12 months or longer
Gross
Fair
Value
Unrealized
Losses
Fair
Value
Unrealized
Losses
Fair
Value
Total
Gross
Unrealized
Losses
(In thousands)
Securities Available-for-Sale
U.S. treasury securities ........................ $
U.S. government agency entities .........
Mortgage-backed securities.................
Collateralized mortgage obligations ....
Corporate debt securities .....................
Total ............................................... $
240,500 $
—
394,123
24,427
109,995
769,045 $
1,111 $
—
33,042
1,614
3,256
39,023 $
— $
1,806
452,739
6,634
100,977
562,156 $
240,500 $
— $
1,806
121
846,862
93,941
31,061
1,877
14,553
210,972
110,492 $ 1,331,201 $
1,111
121
126,983
3,491
17,809
149,515
Less than 12 months
Gross
As of December 31, 2021
12 months or longer
Gross
Fair
Value
Unrealized
Losses
Fair
Value
Unrealized
Losses
Fair
Value
Total
Gross
Unrealized
Losses
(In thousands)
Securities Available-for-Sale
U.S. treasury securities ........................ $
U.S. government agency entities .........
Mortgage-backed securities.................
Collateralized mortgage obligations ....
Corporate debt securities .....................
Total ............................................... $
— $
—
527,276
8,989
103,720
639,985 $
— $
—
6,659
417
2,122
9,198 $
— $
2,337
6,496
128
19,468
28,429 $
— $
135
755
13
532
1,435 $
— $
2,337
533,772
9,117
123,188
668,414 $
—
135
7,414
430
2,654
10,633
As of December 31, 2022 the Company had 195 AFS debt securities in a gross unrealized loss position with no credit impairment,
consisting of 159 mortgage-backed securities, 22 corporate debt securities, six U.S. treasury securities, five collateralized mortgage
obligations and three U.S. government agencies. In comparison, as of December 31, 2021, the Company had 70 mortgage-backed securities,
12 corporate debt securities, three collateralized mortgage obligations and three U.S. government agencies.
Securities available-for-sale having a carrying value of $145.7 million and $30.5 million as of December 31, 2022, and December 31,
2021, respectively, were pledged to secure public deposits, and other borrowings.
F-21
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS–(Continued)
Equity securities were $22.2 million as of December 31, 2022, and $22.3 million as of December 31, 2021. The Company recognized
a net unrealized gain of $291 thousand and $1.4 million for the years ended December 31, 2022 and 2021, respectively, and a net unrealized
loss of $1.1 million for the year ended December 31, 2020.
5. Loans
Most of the Company’s business activities are with clients located in the high-density Asian-populated areas of Southern and Northern
California; New York City, New York; Houston and Dallas, Texas; Seattle, Washington; Boston, Massachusetts; Chicago, Illinois; Edison,
New Jersey; Rockville, Maryland; and Las Vegas, Nevada. The Company also has loan clients in Hong Kong. The Company has no specific
industry concentration, and generally its loans, when secured, are secured by real property or other collateral of the borrowers. The
Company generally expects loans to be paid off from the operating profits of the borrowers, from refinancing by another lender, or through
sale by the borrowers of the secured collateral.
The following table presents the composition of the Company’s loans as of December 31, 2022, and 2021, were as follows:
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, net ..................................................................................................................... $
As of December 31,
2022
2021
(In thousands)
3,318,778 $
559,372
8,793,685
5,252,952
324,548
4,689
18,254,024
(146,485)
(6,641)
18,100,898 $
2,982,399
611,031
8,143,272
4,182,006
419,487
4,284
16,342,479
(136,157)
(4,321)
16,202,001
The Company pledged real estate loans of $13.07 billion as of December 31, 2022, and $11.54 billion as of December 31, 2021, to
the Federal Home Loan Bank of San Francisco under its blanket lien pledging program. The Company pledged commercial loans of $583
thousand as of December 31, 2022, and $773 thousand as of December 31, 2021, to the Federal Reserve Bank’s Discount Window under
the Borrower-in-Custody program.
Loans serviced for others as of December 31, 2022, totaled $181.4 million and were comprised of $80.2 million of residential
mortgages, $51.6 million of commercial real estate loans, $2.5 million of construction loans, and $47.1 million of commercial loans. As of
December 31, 2021, loans serviced for others, totaled $141.5 million and were comprised of $92.1 million of residential mortgages, $17.0
million of commercial real estate loans, $30.1 million of construction loans and $2.3 million of commercial loans.
F-22
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS–(Continued)
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, 2022 and 2021. 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,
2022
2021
(In thousands)
38,532 $
25,050
(30,365)
33,217 $
51,288
29,182
(41,938)
38,532
As of December 31, 2022, recorded investment in non-accrual loans totaled $68.9 million. As of December 31, 2021, recorded
investment in non-accrual loans totaled $65.8 million. The average balance of non-accrual loans was $71.4 million and $72.7 million as of
December 31, 2022 and 2021, respectively. Interest recognized on non-accrual loans totaled $435 thousand, $1.1 million and $1.0 million
for the years ended December 31, 2022, 2021 and 2020. For non-accrual loans, the amounts previously charged off represent 14.1% of the
contractual balances for non-accrual loans as of December 31, 2022 and 10.7% as of December 31, 2021.
The following tables present the average balance and interest income recognized on non-accrual loans for the periods indicated:
For the year ended December 31, 2022
Average
Recorded
Investment
Interest Income
Recognized
Commercial loans ...................................................................................................................... $
Commercial mortgage loans.......................................................................................................
Residential mortgage and equity lines ........................................................................................
Installment and other loans ........................................................................................................
Total ...................................................................................................................................... $
(In thousands)
28,109 $
28,983
14,251
28
71,371 $
4
405
26
—
435
Commercial loans ...................................................................................................................... $
Real estate construction loans ....................................................................................................
Commercial mortgage loans.......................................................................................................
Residential mortgage and equity lines ........................................................................................
Total ...................................................................................................................................... $
(In thousands)
21,453 $
3,805
38,047
9,435
72,740 $
—
—
1,044
30
1,074
For the year ended December 31, 2021
Average
Recorded
Investment
Interest Income
Recognized
F-23
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS–(Continued)
The following table presents non-accrual loans and the related allowance as of December 31, 2022 and 2021:
With no allocated allowance:
Commercial loans ............................................................................... $
Commercial mortgage loans ................................................................
Residential mortgage and equity lines .................................................
Installment and other loans .................................................................
Subtotal ........................................................................................... $
With allocated allowance:
Commercial loans ............................................................................... $
Commercial mortgage loans ................................................................
Residential mortgage and equity lines .................................................
Subtotal ........................................................................................... $
Total non-accrual loans ........................................................................ $
Unpaid
Principal
Balance
As of December 31, 2022
Recorded
Investment
(In thousands)
Allowance
27,341 $
37,697
9,626
9
74,673 $
14,643 $
1,896
—
16,539 $
91,212 $
12,949 $
32,205
8,978
8
54,140 $
12,823 $
1,891
—
14,714 $
68,854 $
—
—
—
—
—
3,734
207
—
3,941
3,941
Unpaid Principal
Balance
As of December 31, 2021
Recorded
Investment
(In thousands)
Allowance
With no allocated allowance:
Commercial 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 non-accrual loans ........................................................................ $
15,879 $
24,437
6,020
46,336 $
14,294 $
17,930
6,048
38,272 $
84,608 $
11,342 $
21,209
5,850
38,401 $
5,217 $
16,964
5,264
27,445 $
65,846 $
—
—
—
—
894
3,631
22
4,547
4,547
The following table is a summary of non-accrual loans as of December 31, 2022, 2021, and 2020 and the related net interest foregone
for the years then ended:
Non-accrual portfolio loans ............................................................................ $
Contractual interest due ..................................................................................
Interest recognized .........................................................................................
Net interest foregone ................................................................................ $
68,854 $
4,620
435
4,185 $
65,846 $
4,032
1,074
2,958 $
67,684
3,093
1,008
2,085
2022
As of December 31,
2021
(In thousands)
2020
F-24
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, 2022, and December 31, 2021:
As of December 31, 2022
30-59
Days
Past Due
60-89
Days
Past Due
90 Days
or More
Past Due
Non-
accrual
Loans
Total
Past
Due
Loans Not
Past Due
Total
Type of Loans:
Commercial loans ................................... $
Real estate construction loans .................
Commercial mortgage loans....................
Residential mortgage loans and equity
8,192 $
—
25,772
3,235 $ 10,208 $
—
1,372
—
—
25,772 $ 47,407 $ 3,271,371 $ 3,318,778
559,372
559,372
61,240 8,732,445 8,793,685
—
34,096
—
(In thousands)
lines .....................................................
Installment and other loans .....................
47,043
5
Total loans .......................................... $ 81,012 $
5,685
1
—
—
8,921 $ 11,580 $
8,978
8
61,706 5,515,794 5,577,500
4,689
68,854 $ 170,367 $ 18,083,657 $18,254,024
4,675
14
As of December 31, 2021
30-59
Days
Past Due
60-89
Days
Past Due
90 Days
or More
Past Due
Non-
accrual
Loans
Total
Past
Due
Loans Not
Past Due
Total
Type of Loans:
Commercial loans ................................... $
Real estate construction loans .................
Commercial mortgage loans....................
Residential mortgage loans .....................
Installment and other loans .....................
4,294 $
—
8,389
20,129
—
Total loans .......................................... $ 32,812 $
(In thousands)
9,877 $
—
—
3,138
—
13,015 $
1,439 $
—
—
—
—
1,439 $
—
—
38,173
11,115
—
16,558 $ 32,168 $ 2,950,231 $ 2,982,399
611,031
611,031
46,562 8,096,710 8,143,272
34,382 4,567,111 4,601,493
4,284
65,846 $ 113,112 $ 16,229,367 $16,342,479
4,284
—
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 a change in the stated interest
rate, a reduction in the loan balance or accrued interest, or an 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 individually evaluated loans.
The allowance for credit loss on a TDR is measured using the same method as all other loans held for investment, except when the
value of a concession cannot be measured using a method other than the discounted cash flow method. When the value of a concession is
measured using the discounted cash flow method, the allowance for credit loss is determined by discounting the expected future cash flows
at the original interest rate of the loan.
The Company establishes a specific reserve for individually evaluated loans that do not share similar risk characteristics with the loans
included in the quantitative baseline. These individually evaluated loans are removed from the pooling approach discussed in the “Basis of
Presentation and Summary of Significant Accounting Policies” above, for the quantitative baseline, and include non-accrual loans, TDRs,
and other loans as deemed appropriate by management. In addition, the Company individually evaluates “reasonably expected” TDRs,
which are identified by the Company as a commercial loan expected to be classified as a TDR. Individually evaluated loans also includes
“reasonably expected” TDRs, identified by the Company as a consumer loan for which a borrower’s application of loan modification due
to hardship has been received by the Company. Management judgment is utilized to make this determination.
F-25
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS–(Continued)
Although the Company took steps to incorporate the impact of the COVID-19 pandemic on the economic conditions and other factors
utilized to determine the expected loan losses, if the economic conditions or other factors worsen relative to the assumptions the Company
utilized, the expected loan losses will increase accordingly in future periods.
As of December 31, 2022, accruing TDRs were $15.1 million and non-accrual TDRs were $6.3 million compared to accruing TDRs
of $12.8 million and non-accrual TDRs of $8.2 million as of December 31, 2021. The Company allocated zero in reserves to accruing
TDRs and $427 thousand to non-accrual TDRs as of December 31, 2022, and seven thousand to accruing TDRs and three thousand to non-
accrual TDRs as of December 31, 2021. The following table presents TDRs that were modified during 2022, their specific reserve as of
December 31, 2022, and charge-offs during 2022:
Loans Modified as TDRs During the Year Ended December 31, 2022
Post-
Modification
Outstanding
Recorded
Investment
(Dollars in thousands)
Pre-
Modification
Outstanding
Recorded
Investment
Specific
No. of
Contracts
Reserve (1) Charge-offs
Commercial loans ................................................
Commercial mortgage loans.................................
Residential mortgage and equity lines ..................
Total ................................................................
4 $
3
8
15 $
6,115 $
3,676
2,189
11,980 $
6,115 $
3,669
2,162
11,946 $
427 $
—
—
427 $
—
—
—
—
(1) represents amounts recorded since the modification date.
The following table presents TDRs that were modified during 2021, their specific reserve as of December 31, 2021, and charge-offs
during 2021:
Loans Modified as TDRs During the Year Ended December 31, 2021
Post-
Modification
Outstanding
Recorded
Investment
(Dollars in thousands)
Pre-
Modification
Outstanding
Recorded
Investment
Specific
Reserve
No. of
Contracts
Charge-offs
Commercial loans ................................................
Residential mortgage and equity lines ..................
Total ................................................................
3 $
2
5 $
2,150 $
3
2,153 $
2,150 $
3
2,153 $
— $
—
— $
—
—
—
The following table presents TDRs that were modified during 2020, their specific reserve as of December 31, 2020, and charge-offs
during 2020:
Loans Modified as TDRs During the Year Ended December 31, 2020
Post-
Modification
Outstanding
Recorded
Investment
(Dollars in thousands)
Pre-
Modification
Outstanding
Recorded
Investment
Specific
Reserve
No. of
Contracts
Charge-off
Commercial loans ................................................
Total ................................................................
5 $
5 $
5,417 $
5,417 $
5,417 $
5,417 $
— $
— $
—
—
F-26
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS–(Continued)
A summary of TDRs by type of concession and by type of loans as of December 31, 2022, and December 31, 2021, are shown below:
Accruing TDRs
Payment
Deferral
December 31, 2022
Rate
Reduction
and
Payment
Deferral
Rate
Reduction
Commercial loans ................................................................................... $
Commercial mortgage loans....................................................................
Residential mortgage loans .....................................................................
Total accruing TDRs ............................................................................. $
2,588 $
2,791
2,181
7,560 $
(In thousands)
— $
—
445
445 $
— $
5,855
1,285
7,140 $
Non-accrual TDRs
Payment
Deferral
December 31, 2022
Rate
Reduction
and
Payment
Deferral
Rate
Reduction
Total
2,588
8,646
3,911
15,145
Total
Commercial loans ................................................................................... $
Commercial mortgage loans....................................................................
Residential mortgage loans .....................................................................
Total non-accrual TDRs ....................................................................... $
3,629 $
1,098
1,621
6,348 $
(In thousands)
— $
—
—
— $
— $
—
—
— $
3,629
1,098
1,621
6,348
Accruing TDRs
Payment
Deferral
December 31, 2021
Rate
Reduction
and
Payment
Deferral
Rate
Reduction
Commercial loans ................................................................................... $
Commercial mortgage loans....................................................................
Residential mortgage loans .....................................................................
Total accruing TDRs ......................................................................... $
3,368 $
438
1,464
5,270 $
(In thousands)
— $
5,522
249
5,771 $
— $
168
1,628
1,796 $
Non-accrual TDRs
Payment
Deferral
December 31, 2021
Rate
Reduction
and
Payment
Deferral
Rate
Reduction
Total
3,368
6,128
3,341
12,837
Total
Commercial loans ................................................................................... $
Residential mortgage loans .....................................................................
Total non-accrual TDRs ................................................................... $
7,717 $
458
8,175 $
(In thousands)
— $
—
— $
— $
—
— $
7,717
458
8,175
F-27
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS–(Continued)
Modifications of the loan terms in the twelve months ended December 31, 2022, were in the form of extensions of maturity dates,
which ranged generally from three to twelve months from the modification date.
We expect that the TDRs on accruing status as of December 31, 2022, which were all performing in accordance with their restructured
terms, will continue to comply with the restructured terms because of the reduced principal or interest payments on these loans.
The Company considers a loan to be in payment default once it is 60 to 90 days contractually past due under the modified terms. The
Company did not have any loans that were modified as a TDR during the previous twelve months and which had subsequently defaulted
as of December 31, 2022.
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, 2022, there were no commitments to lend additional funds to those borrowers whose loans have been restructured,
were considered individually evaluated, or were on non-accrual status.
The CARES Act, signed into law on March 27, 2020, and as extended by the CAA, 2021, permits financial institutions to suspend
requirements under GAAP for loan modifications to borrowers affected by COVID-19 that would otherwise be characterized as TDRs and
suspend any determination related thereto if (i) the loan modification is made between March 1, 2020 and January 1, 2022 and (ii) the
applicable loan was not more than 30 days past due as of December 31, 2019. In addition, federal bank regulatory authorities have issued
guidance to encourage financial institutions to make loan modifications for borrowers affected by COVID-19 and have assured financial
institutions that they will neither receive supervisory criticism for such prudent loan modifications, nor be required by examiners to
automatically categorize COVID-19-related loan modifications as TDRs. The Company is applying this guidance to qualifying loan
modifications.
F-28
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS–(Continued)
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 rating 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 sources of repayment, the borrower’s current financial and liquidity status and 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 higher than average, but still acceptable, credit risk. The loans have
sufficient sources of repayment to repay the loans in full, in accordance with all the terms and conditions and remains currently
well protected by collateral values.
Special Mention – Borrower is deemed 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 deemed 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 deemed 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 deemed uncollectible and of such little value that to continue to carry the loans as an active asset is no
longer warranted.
F-29
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS–(Continued)
The following table summarizes the Company’s loan held for investment as of December 31, 2022 and 2021, by loan portfolio
segments, internal risk ratings and vintage year. The vintage year is the year of origination, renewal or major modification:
Loans Amortized Cost Basis by Origination Year
December 31, 2022
2022
2021
2020
2019
2018
(In thousands)
Prior
Commercial loans
Revolving
Converted
to
Term
Loans
Revolving
Loans
Total
Pass/Watch ............................................. $ 488,748 $ 446,647 $ 180,226 $ 119,355 $ 107,896 $ 106,649 $ 1,753,509 $
41,110
Special Mention .....................................
22,084
Substandard ............................................
Doubtful .................................................
234
Total ...................................................... $ 489,985 $ 464,093 $ 183,386 $ 125,786 $ 113,155 $ 117,988 $ 1,816,937 $
4,696
12,750
—
4,354
6,985
—
68
4,859
1,504
308
2,766
2,185
1,212
25
—
2,818
342
—
6,560 $ 3,209,590
54,566
49,944
3,923
6,693 $ 3,318,023
—
133
—
YTD period charge-offs ......................... $
YTD period recoveries ..........................
Net ......................................................... $
96 $
(8)
88 $
587 $
—
587 $
120 $
(39)
81 $
71 $
—
71 $
1,786 $
(254)
1,532 $
360 $
(335)
25 $
202 $
(1,829)
(1,627) $
— $
—
— $
3,222
(2,465)
757
Real estate construction loans
Pass/Watch ............................................. $
Special Mention .....................................
Substandard ............................................
Total ...................................................... $
99,798 $ 264,197 $ 113,312 $
9,449
360
—
—
99,798 $ 264,557 $ 122,761 $
—
—
20,479 $
11,643
1,736
33,858 $
3,067 $
22,945
9,309
35,321 $
YTD period charge-offs ......................... $
YTD period recoveries ..........................
Net ......................................................... $
— $
—
— $
— $
—
— $
— $
—
— $
— $
—
— $
— $
—
— $
— $
—
—
— $
— $
(6)
(6) $
— $
—
—
— $
— $
—
— $
Commercial mortgage loans
Pass/Watch ............................................. $ 2,087,650 $ 1,728,607 $ 975,953 $ 1,094,505 $ 908,748 $ 1,420,982 $ 178,116 $
1,600
Special Mention .....................................
Substandard ............................................
2,631
Total ...................................................... $ 2,122,120 $ 1,793,483 $ 1,015,938 $ 1,146,596 $ 961,646 $ 1,566,608 $ 182,347 $
63,782
81,844
22,150
12,320
25,593
14,392
17,999
34,899
32,119
19,972
57,015
7,861
— $
—
—
— $
— $
—
— $
500,853
44,397
11,045
556,295
—
(6)
(6)
— $ 8,394,561
220,258
—
—
173,919
— $ 8,788,738
YTD period charge-offs ......................... $
YTD period recoveries ..........................
Net ......................................................... $
— $
—
— $
— $
—
— $
— $
—
— $
— $
(240)
(240) $
2,091 $
—
2,091 $
— $
(7)
(7) $
— $
(111)
(111) $
— $
—
— $
2,091
(358)
1,733
Residential mortgage loans
Pass/Watch ............................................. $ 1,228,391 $ 964,799 $ 580,990 $ 600,786 $ 417,565 $ 1,444,320 $
905
Special Mention .....................................
Substandard ............................................
8,785
Total ...................................................... $ 1,228,597 $ 965,561 $ 583,051 $ 602,752 $ 420,116 $ 1,454,010 $
33
2,028
—
1,966
752
1,799
—
206
—
762
YTD period charge-offs ......................... $
YTD period recoveries ..........................
Net ......................................................... $
Equity lines
Pass/Watch ............................................. $
Special Mention .....................................
Substandard ............................................
Total ...................................................... $
YTD period charge-offs ......................... $
YTD period recoveries ..........................
Net ......................................................... $
Installment and other loans
— $
—
— $
731 $
5
12
748 $
— $
—
— $
— $
—
— $
— $
—
—
— $
— $
—
— $
— $
—
— $
— $
—
—
— $
— $
—
— $
— $
—
— $
— $
—
—
— $
— $
—
— $
— $
—
— $
— $
—
—
— $
— $
—
— $
— $
—
—
— $
— $
—
— $
— $ 5,236,851
1,690
—
—
15,546
— $ 5,254,087
— $
—
— $
—
(45)
(45)
— $
(45)
(45) $
— $ 302,825 $
—
—
—
1,043
— $ 303,868 $
21,460 $
—
220
21,680 $
325,016
5
1,275
326,296
— $
—
— $
— $
(11)
(11) $
— $
(16)
(16) $
—
(27)
(27)
Pass/Watch ............................................. $
Total ...................................................... $
1,792 $
1,792 $
2,152 $
2,152 $
— $
— $
— $
— $
— $
— $
— $
— $
— $
— $
— $
— $
3,944
3,944
62 $
YTD period charge-offs ......................... $
(2)
YTD period recoveries ..........................
Net ......................................................... $
60 $
Total loans ............................................ $ 3,943,040 $ 3,489,846 $ 1,905,136 $ 1,908,992 $ 1,530,238 $ 3,138,606 $ 2,303,152 $
(1,689) $
Net charge-offs/(recoveries) ................ $
115 $
(2)
113 $
— $
—
— $
— $
—
— $
— $
—
— $
— $
—
— $
— $
—
— $
3,623 $
(169) $
201 $
587 $
(33) $
81 $
— $
—
— $
177
(4)
173
28,373 $ 18,247,383
2,585
(16) $
F-30
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS–(Continued)
Loans Amortized Cost Basis by Origination Year
December 31, 2021
2021
2020
2019
2018
2017
(In thousands)
Prior
Commercial loans
Revolving
Converted
to Term
Loans
Revolving
Loans
Total
Pass/Watch ............................................ $ 606,770 $ 268,756 $ 183,468 $ 142,419 $
1,645
Special Mention ....................................
16,423
Substandard ...........................................
—
Doubtful ................................................
Total ...................................................... $ 607,615 $ 275,415 $ 207,119 $ 160,487 $
1,138
22,513
—
780
5,879
—
395
450
—
80,701 $ 100,496 $ 1,437,463 $
40,761
34,713
900
98,167 $ 105,717 $ 1,513,837 $
3,157
14,309
—
—
5,221
—
7,433 $ 2,827,506
47,925
105,224
900
13,198 $ 2,981,555
49
5,716
—
YTD period charge-offs ........................ $
YTD period recoveries ..........................
Net ......................................................... $
— $
—
— $
1,478 $
(1 )
1,477 $
507 $
(29 )
478 $
366 $
(124 )
242 $
— $
—
— $
50 $
(191 )
(141 ) $
17,650 $
(1,361 )
16,289 $
— $
—
— $
20,051
(1,706 )
18,345
Real estate construction loans
Pass/Watch ............................................ $ 199,188 $ 188,782 $ 125,316 $
27,672
Special Mention ....................................
Substandard ...........................................
1,919
Total ...................................................... $ 199,188 $ 211,889 $ 154,907 $
23,107
—
—
—
24,548 $
17,374
—
41,922 $
YTD period charge-offs ........................ $
YTD period recoveries ..........................
Net ......................................................... $
— $
—
— $
— $
—
— $
— $
—
— $
— $
—
— $
Commercial mortgage loans
— $
—
—
— $
— $
—
— $
— $
—
—
— $
— $
(76 )
(76 ) $
— $
—
—
— $
— $
—
— $
Pass/Watch ............................................ $ 1,893,807 $ 1,201,825 $ 1,253,548 $ 1,031,191 $ 727,916 $ 1,313,882 $ 198,869 $
Special Mention ....................................
750
Substandard ...........................................
3,297
Total ...................................................... $ 1,940,636 $ 1,261,007 $ 1,316,827 $ 1,177,095 $ 790,601 $ 1,451,236 $ 202,916 $
49,796 103,101
42,803
13,483
60,448
76,906
59,182
—
45,719
1,110
61,105
1,580
— $
—
—
— $
— $
—
— $
537,834
68,153
1,919
607,906
—
(76 )
(76 )
— $ 7,621,038
380,101
—
—
139,179
— $ 8,140,318
YTD period charge-offs ........................ $
YTD period recoveries ..........................
Net ......................................................... $
— $
—
— $
— $
—
— $
— $
(240 )
(240 ) $
— $
—
— $
— $
—
— $
— $
(28 )
(28 ) $
— $
(111 )
(111 ) $
— $
—
— $
—
(379 )
(379 )
Residential mortgage loans
Pass/Watch ............................................ $ 978,375 $ 622,999 $ 678,775 $ 502,325 $ 453,992 $ 929,846 $
438
Special Mention ....................................
Substandard ...........................................
5,255
Total ...................................................... $ 980,059 $ 623,192 $ 683,049 $ 505,963 $ 455,690 $ 935,539 $
1,576
2,698
1,064
2,574
—
1,684
46
147
836
862
YTD period charge-offs ........................ $
YTD period recoveries ..........................
Net ......................................................... $
Equity lines
Pass/Watch ............................................ $
Substandard ...........................................
Total ...................................................... $
YTD period charge-offs ........................ $
YTD period recoveries ..........................
Net ......................................................... $
— $
—
— $
— $
—
— $
— $
—
— $
— $
—
— $
— $
—
— $
— $
—
— $
Installment and other loans
Pass/Watch ............................................ $
Total ...................................................... $
4,117 $
4,117 $
168 $
168 $
YTD period charge-offs ........................ $
YTD period recoveries ..........................
Net ......................................................... $
— $
—
— $
— $
—
— $
— $
—
— $
— $
—
— $
— $
—
— $
— $
— $
— $
—
— $
— $
—
— $
— $
—
— $
— $
—
— $
— $
— $
— $
—
— $
— $
—
—
— $
— $
—
— $
— $ 4,166,312
3,960
—
—
13,220
— $ 4,183,492
— $
—
— $
3
(208 )
(205 )
3 $
—
3 $
— $
(208 )
(208 ) $
— $
—
— $
— $
—
— $
— $
— $
— $
—
— $
—
5 $ 389,069 $
1,230
5 $ 390,299 $
30,025 $
273
30,298 $
419,099
1,503
420,602
— $
—
— $
— $
— $
— $
—
— $
— $
(10 )
(10 ) $
— $
(64 )
(64 ) $
—
(74 )
(74 )
— $
— $
— $
—
— $
— $
— $
4,285
4,285
— $
—
— $
—
—
—
Total loans ............................................ $ 3,731,615 $ 2,371,671 $ 2,361,902 $ 1,885,467 $ 1,344,458 $ 2,492,497 $ 2,107,052 $
43,496 $ 16,338,158
Net charge-offs/(recoveries) ............... $
— $
1,477 $
238 $
242 $
3 $
(453 ) $
16,168 $
(64 ) $
17,611
Revolving loans that are converted to term loans presented in the table above are excluded from the term loans by vintage year
columns.
F-31
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, 2022, and
2021. Allocation of a portion of the allowance to one category of loans does not preclude its availability to absorb losses in other categories.
Residential
Mortgage Installment
Commercial Construction Mortgage and Equity and Other
Loans
Real Estate Commercial
Loans
Loans
Loans
Lines
Total
2021 Beginning Balance .................... $
Impact of ASU 2016-13 adoption ....... $
Allowance for loan losses,
January 1, 2021 ............................. $
Provision/(reversal) for loan losses .....
68,742 $
(31,466) $
30,854 $
(24,307) $
(In thousands)
49,205 $
34,993 $
17,737 $
19,211 $
— $
9 $
166,538
(1,560)
37,276 $
24,463
6,547 $
(321)
84,198 $
(23,401)
36,948 $
(11,943)
9 $
(8)
164,978
(11,210)
Charge-offs .........................................
Recoveries ...........................................
Net (Charge-offs)/Recoveries ............. $
(20,051)
1,706
(18,345) $
—
76
76 $
—
284
284 $
(3)
377
374 $
—
—
— $
(20,054)
2,443
(17,611)
2021 Ending Balance ......................... $
Provision/(reversal) for loan losses .....
43,394 $
6,798
6,302 $
4,109
61,081 $
9,018
25,379 $
(7,219)
1 $
207
136,157
12,913
Charge-offs .........................................
Recoveries ...........................................
Net (Charge-offs)/Recoveries ............. $
(3,222)
2,465
(757) $
—
6
6 $
(2,091)
358
(1,733) $
—
72
72 $
(177)
4
(173) $
(5,490)
2,905
(2,585)
2022 Ending Balance ......................... $
49,435 $
10,417 $
68,366 $
18,232 $
35 $
146,485
Allowance for unfunded credit
commitments, January 1, 2021 ..... $
8,038 $
3,825 $
35 $
— $
— $
11,898
Provision/(reversal) for possible credit
losses ...............................................
(4,313)
(450)
(35)
—
—
(4,798)
Allowance for unfunded credit
commitments 2021 Ending
Balance ........................................... $
Provision/(reversal) for possible credit
3,725 $
3,375 $
— $
— $
— $
7,100
losses ...............................................
1,115
515
—
—
—
1,630
Allowance for unfunded credit
commitments 2022 Ending
Balance ........................................... $
4,840 $
3,890 $
— $
— $
— $
8,730
Residential mortgage loans in process of formal foreclosure proceedings were $456 thousand as of December 31, 2022, and $2.0
million as of December 31, 2021.
6. Investments in Affordable Housing and Alternative Energy Partnerships
The Company holds ownership interests in a number of limited partnerships that were formed to develop and operate housing for
lower-income tenants throughout the United States and alternative energy partnerships that qualify for energy tax credits. The Company
evaluates its interests in these partnerships to determine whether they meet the definition of a Variable Interest Entity (“VIE”) and whether
the Company is required to consolidate these entities. A VIE is consolidated by its primary beneficiary, which is the party that has both (i)
the power to direct the activities that most significantly impact the economic performance of the VIE and (ii) a variable interest that could
potentially be significant to the VIE. To determine whether or not a variable interest the Company holds could potentially be significant to
the VIE, the Company considers both qualitative and quantitative factors regarding the nature, size and form of the Company's involvement
with the VIE. While the Company has determined that its interests in these entities meet the definition of a variable interest in accordance
with ASC 810, the Company has determined that the Company is not the primary beneficiary in all but ten of these partnerships because
the Company does not have the power to direct the activities that most significantly impact the economic performance of the entities
including operational and credit risk management activities. As the Company is not the primary beneficiary, the Company did not
consolidate the entities.
The investment in these entities approximates the maximum exposure to loss as a result of the Company’s involvement with these
unconsolidated entities. The balance of the Company’s investments in these entities was $327.1 million and $299.2 million as of December
31, 2022, and 2021, respectively.
F-32
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS–(Continued)
The Company’s investments in these partnerships, net, are presented in the table below:
As of December 31,
2022
2021
(In thousands)
Investments in affordable housing partnerships, net ...................................................................... $
Other borrowings for affordable housing limited partnerships ....................................................... $
Investments in affordable housing and alternative energy partnerships, unfunded commitments .. $
Investments in alternative energy tax credit partnerships, net ........................................................ $
289,920 $
22,600 $
133,491 $
37,208 $
287,517
23,145
107,652
11,694
As of December 31, 2022, ten 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 $31.3 million as of December 31, 2022, and by $31.1 million as
of December 31, 2021. Recourse in other borrowings for affordable housing limited partnerships is limited to the assets of the limited
partnerships. Investments in alternative energy partnerships were $37.2 million and $11.7 million as of December 31, 2022 and 2021,
respectively. As of December 31, 2022 and 2021, $25.4 million and $690 thousand, respectively, of this investment were in an escrow
account with a major bank. Unfunded commitments for affordable housing limited partnerships and alternative energy tax credit
partnerships were recorded under other liabilities.
As of December 31, 2022, the Company’s unfunded commitments related to investments in qualified affordable housing and
alternative energy partnerships, net, are estimated to be paid as follows:
Year Ending December 31,
2023 ....................................................................................................................................................................... $
2024 ....................................................................................................................................................................... $
2025 ....................................................................................................................................................................... $
2026 ....................................................................................................................................................................... $
2027 ....................................................................................................................................................................... $
Thereafter ............................................................................................................................................................... $
Total unfunded commitments ......................................................................................................................... $
Amount
(In thousands)
78,897
33,154
14,076
1,678
1,533
4,153
133,491
Each of the partnerships must meet regulatory requirements for affordable housing and alternative energy projects, including long-
term minimum compliance periods (such as a 15-year minimum compliance period for certain affordable housing tax credits) 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 $238.6 million for Federal and $7.9 million for state as of December 31, 2022. The possible
inability to realize these tax credits and other returns from our investments in these partnerships can have a negative impact on our financial
results. The risk of not being able to realize the tax credits and other returns depends on many factors, including changes in the applicable
provisions of the tax code, the ability of the projects to be completed and properly managed and other factors that are outside of our
control. 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 2022 and 2021, non-interest expense included $6.2 million and $1.8 million in impairment charges for investments in low-
income housing partnerships.
F-33
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.
Affordable housing and other tax credits recognized ................................. $
Alternative energy tax credits recognized .................................................. $
29,524 $
4,707 $
26,459 $
6,337 $
23,273
29,706
2022
As of December 31,
2021
(In thousands)
2020
7. Premises and Equipment
Premises and equipment consisted of the following as of December 31, 2022, and December 31, 2021:
Land and land improvements ...................................................................................................... $
Building and building improvements ..........................................................................................
Furniture, fixtures and equipment ...............................................................................................
Leasehold improvement ..............................................................................................................
Construction in process ...............................................................................................................
Less: Accumulated depreciation .................................................................................................
Premises and equipment, net ................................................................................................... $
As of December 31,
2022
2021
(In thousands)
42,566 $
81,613
65,872
18,009
375
208,435
113,659
94,776 $
42,475
81,290
62,138
17,862
2,453
206,218
106,816
99,402
The amount of depreciation included in operating expense was $8.0 million, $7.7 million and $7.0 million for the years ended
December 31, 2022, 2021 and 2020, respectively.
F-34
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS–(Continued)
8. Goodwill and Other Intangible Assets
Goodwill. Total goodwill was $375.7 million as of December 31, 2022 compared with $372.2 million as of December 31, 2021. The
increase of $3.5 million is a result of the acquisition of HSBC’s West Coast mass retail market consumer banking business and retail
business banking business on February 7, 2022. Additional information pertaining to the Company’s accounting policy for goodwill is
summarized in Note 1 — Summary of Significant Accounting Policies — Goodwill and Other Intangible Assets. The Company completed
its annual goodwill impairment testing and additionally reviewed the macroeconomic conditions on its business performance and market
capitalization and concluded that goodwill was not impaired as of December 31, 2022 and 2021.
Core Deposit Intangibles. As a result of the acquisition of HSBC’s West Coast mass retail market consumer banking business and
retail business banking business, the Company added core deposit intangible of $3.1 million in 2022. The following table presents the gross
carrying amount and accumulated amortization of core deposits intangible assets as of December 31, 2022 and 2021:
Gross balance .................................................................................................................... $
Accumulated amortization ................................................................................................
Impairment ........................................................................................................................
Net carrying balance ....................................................................................................... $
December 31,
2022
2021
(In thousands)
10,562 $
(4,291)
(918)
5,353 $
7,424
(3,317)
—
4,107
There was $918 thousand in impairment write-downs on core deposit intangibles for the year ended December 31, 2022 included in
amortization of core deposit intangibles on the Consolidated Statements of Operations and Comprehensive Income. No impairment write-
downs were recorded on core deposit intangibles for the years ended December 31, 2021 and 2020.
The Company amortizes the core deposit intangibles based on the projected useful lives of the related deposits. The amortization
expense related to the core deposit intangible assets was $1.9 million, $687 thousand and $687 thousand for the years ended December 31,
2022, 2021 and 2020, respectively.
2023 ....................................................................................................................................................................... $
2024 ....................................................................................................................................................................... $
2025 ....................................................................................................................................................................... $
2026 ....................................................................................................................................................................... $
2027 ....................................................................................................................................................................... $
thereafter ................................................................................................................................................................ $
Total ...................................................................................................................................................................... $
Amount
(In thousands)
1,001
1,001
946
870
870
665
5,353
F-35
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS–(Continued)
9. Deposits
The following table displays deposit balances as of December 31, 2022, and December 31, 2021:
Deposits
Non-interest-bearing demand deposits ................................................................................... $
Interest bearing demand deposits ...........................................................................................
Money market deposits ..........................................................................................................
Savings deposits .....................................................................................................................
Time deposits .........................................................................................................................
Total deposits ........................................................................................................................ $
Time deposits outstanding as of December 31, 2022, mature as follows.
As of December 31,
2022
2021
(In thousands)
4,168,989 $
2,509,736
3,812,724
1,000,460
7,013,370
18,505,279 $
4,492,054
2,522,442
4,611,579
915,515
5,517,252
18,058,842
2023
Expected Maturity Date at December 31,
2027
2024
2025
2026
(In thousands)
Thereafter Total
Time deposits .......................................... $ 6,926,121 $ 79,376 $
5,094 $
591 $
2,168 $
20 $ 7,013,370
Accrued interest payable on client deposits was $13.2 million, $1.7 million, and $8.5 million as of December 31, 2022, 2021 and
2020, respectively. The following table summarizes the interest expense on deposits by account type for the years ended December 31,
2022, 2021, and 2020:
2022
Year Ended December 31,
2021
(In thousands)
2020
Interest bearing demand ................................................................................. $
Money market accounts .................................................................................
Saving accounts .............................................................................................
Time deposits .................................................................................................
Total .......................................................................................................... $
8,176 $
39,913
853
56,354
105,296 $
2,249 $
18,241
769
40,542
61,801 $
2,816
21,574
1,006
111,629
137,025
The aggregate amount of domestic time deposits in denominations that meet or exceed the current FDIC insurance limit of $250
thousand was $4.10 billion and $2.70 billion as of December 31, 2022, and 2021, respectively. Foreign offices’ time deposits of $128.6
million and $156.9 million as of December 31, 2022, and 2021, respectively, were in denominations of greater than $250 thousand.
F-36
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS–(Continued)
10. Borrowed Funds
There were no outstanding securities sold under agreements to repurchase at December 31, 2022, and December 31, 2021.
Securities sold under agreements to repurchase, if any, are accounted for as collateralized financing transactions and recorded at the
amounts at which the securities were sold. No securities sold under agreements to repurchased were entered into in 2022, 2021, or 2020.
As of December 31, 2022, there was $150.0 million in over-night borrowings from the FHLB at a rate of 4.65% in 2022 and no over-
night borrowings from the FHLB in 2021. As of December 31, 2022, all additional advances from the FHLB were $335.0 million at a
weighted average rate of 4.54% compared to $20 million at a weighted average rate of 2.89% as of December 31, 2021. As of December
31, 2022, final maturity for the FHLB advances were $300.0 million in January 2023, $20.0 million in May 2023 and $15.0 million will
mature in September 2024.
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 thousand 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 thousand was deferred in 2004 and was accrued in other liabilities in
the Consolidated Balance Sheets. 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
thousand 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. On March 28, 2019, the interest rate was reset to 5.72% based on 350 basis points above the interest rate on the five-year Treasury
Note on that date.
Interest of $116 thousand during 2022, $110 thousand during 2021, and $105 thousand during 2020 was accrued on the deferred
bonuses. The balance was $2.3 million at December 31, 2022, and $2.1 million at December 31, 2021.
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.
F-37
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS–(Continued)
As of December 31, 2022 and 2021, Junior Subordinated Notes totaled $119.1 million, with a weighted average interest rate of 4.01%
and 2.38%, respectively. The Junior Subordinated Notes have a stated maturity term of 30 years. Interest expense on the Junior Subordinated
Notes was $4.8 million, $2.8 million, and $3.6 million for years ended December 31, 2022, 2021 and 2020, respectively. Included in the
2022 interest expense is the amortization of the gain on cash flow interest rate swaps, early terminated in 2022.
11. Capital Resources
Total equity was $2.47 billion as of December 31, 2022, an increase of $27.8 million, or 1.1%, from $2.45 billion at December 31,
2021, primarily due to net income of $360.6 million, proceeds from dividend reinvestment of $3.7 million, and stock based compensation
of $7.0 million, offset by other comprehensive income/(loss) of $99.2 million, shares withheld related to net share settlement of RSUs of
$2.9 million, purchase of treasury stock of $141.3 million, and common stock cash dividends of $101.0 million. The Company paid cash
dividends of $1.36 per common share in 2022, $1.27 per common share in 2021, and $1.24 per common share in 2020.
The Company completed its September 2021 stock buyback program by repurchasing 704,927 shares at an average cost of $46.67 for
a total of $32.9 million during the first quarter of 2022.
On May 26th, 2022, the Board of Directors approved a new stock repurchase program to buy back up to $125.0 million of the
Company’s common stock. Under this program, the Company repurchased 2,522,538 shares for $108.4 million at an average cost of $42.98
for the year. During 2022, the Company repurchased 3,227,465 shares in total for approximately $141.3 million at an average cost of
$43.79.
The five special purpose trusts established for the purpose of issuing the Capital Securities 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 $15.0 billion as of December 31, 2009, continue to qualify for Tier 1 capital
treatment. As of December 31, 2022, and 2021, the Company’s assets exceeded the $15.0 billion threshold and, as a result, the Junior
Subordinated Notes no longer qualify as Tier 1 capital for regulatory reporting purposes.
F-38
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, 2022 and
2021:
Principal
Balance of
Notes
As of December 31, 2022
Not
Redeemable
Until
Stated
Maturity
Annualized Current
Interest
Rate
Coupon
Rate
Date of
Rate
Change
Payable/
Distribution
Date
Total Junior Subordinated Notes $
119,136
Principal
Balance of
Notes
As of December 31, 2021
Not
Redeemable
Until
Stated
Maturity
Annualized Current
Interest
Rate
Coupon
Rate
Date of
Rate
Change
Payable/
Distribution
Date
Trust Name
Cathay Capital
Trust I
Cathay
Statutory
Trust I
Cathay Capital
Trust II
Cathay Capital
Trust III
Cathay Capital
Trust IV
Trust Name
Cathay Capital
Trust I
Cathay
Statutory
Trust I
Cathay Capital
Trust II
Cathay Capital
Trust III
Cathay Capital
Trust IV
Issuance
Date
June 26,
2003
September 17,
2003
(Dollars in thousands)
$
20,619
June 30,
2008
June 30,
2033
3-month
LIBOR
+ 3.15%
20,619 September 17, September 17, 3-month
LIBOR
+ 3.00%
2033
2008
December 30,
2003
12,887 March 30, March 30,
2009
2034
March 28,
2007
46,392
June 15,
2012
June 15,
2037
May 31,
2007
18,619 September 6, September 6,
2012
2037
3-month
LIBOR
+ 2.90%
3-month
LIBOR
+ 1.48%
3-month
LIBOR
+ 1.4%
Issuance
Date
June 26,
2003
September 17,
2003
(Dollars in thousands)
$
20,619
June 30,
2008
June 30,
2033
3-month
LIBOR
+ 3.15%
20,619 September 17, September 17, 3-month
LIBOR
+ 3.00%
2033
2008
December 30,
2003
12,887 March 30, March 30,
2009
2034
March 28,
2007
46,392
June 15,
2012
June 15,
2037
May 31,
2007
18,619 September 6, September 6,
2012
2037
3-month
LIBOR
+ 2.90%
3-month
LIBOR
+ 1.48%
3-month
LIBOR
+ 1.4%
Total Junior Subordinated Notes $
119,136
F-39
6.82% December 29, March 30
2022
June 30
September 30
December 30
6.53% December 18, March 17
2022
June 17
September 17
December 17
6.57% December 29, March 30
2022
June 30
September 30
December 30
4.77% December 14, March 15
2022
June 15
September 15
December 15
4.54% December 5, March 6
2022
June 6
September 6
December 6
3.37% December 31, March 31
2021
June 30
September 30
December 31
3.22% December 17, March 17
2021
June 17
September 17
December 17
3.12% December 31, March 31
2021
June 30
September 30
December 31
1.68% December 15, March 15
2021
June 15
September 15
December 15
1.58% December 6, March 7
2021
June 6
September 6
December 6
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS–(Continued)
12. Income Taxes
For the years ended December 31, 2022, 2021, and 2020, the current and deferred amounts of the income tax expense are summarized
as follows:
Current:
2022
Year Ended December 31,
2021
(In thousands)
2020
Federal .......................................................................................... $
State ..............................................................................................
Total Current ........................................................................... $
57,029 $
56,953
113,982 $
Deferred:
Federal .......................................................................................... $
State ..............................................................................................
Total Deferred ......................................................................... $
(1,776) $
(312)
(2,088) $
29,955 $
44,416
74,371 $
5,986 $
3,182
9,168 $
(2,196 )
36,787
34,591
(3,234 )
(6,252 )
(9,486 )
Total income tax expense .................................................... $
111,894 $
83,539 $
25,105
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 as of December 31, 2022 and 2021, 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 ........................................ $
Accrual for bonuses ...................................................................................................................
Non-accrual interest ...................................................................................................................
Write-down on equity securities and venture capital investments ..............................................
State tax ......................................................................................................................................
Unrealized loss on interest rate swaps ........................................................................................
Unrealized loss on securities available-for-sale, net ...................................................................
Tax credits carried forward ........................................................................................................
Net operating loss carried forward .............................................................................................
Other, net ...................................................................................................................................
Gross deferred tax assets ..................................................................................................... $
Deferred Tax Liabilities
Deferred loan costs ..................................................................................................................... $
Depreciation and amortization ...................................................................................................
Unrealized gain on interest rate swaps .......................................................................................
Unrealized gain on securities available-for-sale, net ..................................................................
OREO Installment Sale ..............................................................................................................
Dividends on Federal Home Loan Bank common stock ............................................................
Other, net ...................................................................................................................................
Gross deferred tax liabilities ............................................................................................... $
Net deferred tax assets ..................................................................................................... $
As of December 31,
2022
2021
(In thousands)
47,673 $
2,591
1,572
1,975
6,251
—
40,400
9,136
5,916
4,711
120,225 $
(10,025) $
(2,856)
(1,364)
—
—
(981)
(3,506)
(18,732) $
101,493 $
43,895
4,935
1,117
2,000
4,691
1,394
—
9,136
8,732
3,765
79,665
(9,936)
(3,150)
—
(3,823)
(1,273)
(978)
(2,168)
(21,328)
58,337
Amounts for the current year are based upon estimates and assumptions and could vary from amounts shown on the tax returns as
filed.
F-40
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS–(Continued)
As of December 31, 2022, the Company’s gross net operating loss (“NOL”) carryovers, all of which are subject to limitation under
Section 382 of the Internal Revenue Code, totaled approximately $9.6 million for which a deferred tax asset of $2.02 million has been
recorded reflecting the expected benefit of these federal NOL carryovers. At December 31, 2022, the Company has California NOL
carryovers of $39.4 million for which a California deferred tax asset of $3.9 million has been recorded reflecting the expected benefit of
these California NOL carryovers. The annual IRC Section 382 limitation was $8.8 million in 2022 and $7.3 million per year thereafter. If
not utilized, a portion of the Company’s federal and state NOL’s will begin to expire in 2030. At December 31, 2022, the Company’s
federal tax credit carryovers and AMT tax credit carryovers total $7.5 million and $1.0 million, respectively. If not utilized, the federal tax
credit carryovers will begin to expire in 2028. The AMT tax credit carryovers can be carried forward indefinitely.
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 current income tax receivables of $16.7 million as of December 31, 2022, and $41.1 million as of December 31,
2021. Current income tax receivable is included in other assets in the accompanying Consolidated Balance Sheets.
The Company’s tax returns are open for audits by the Internal Revenue Service back to 2019 and by the California Franchise Tax
Board back to 2018. The audit by the Internal Revenue Service for 2017 was completed in July 2020 and did not have an impact on income
tax expense. 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:
2022
Year Ended December 31,
2021
(Dollars in thousands)
2020
Tax provision at Federal statutory rate................. $ 99,233
State income taxes, net of Federal income tax
benefit .............................................................. 44,837
Excess deduction for stock option and RSUs .......
(140 )
Low income housing and other tax credits .......... (34,231 )
2,195
Other, net .............................................................
Total income tax expense ............................... $ 111,894
21.0 % $ 80,187
21.0 % $ 53,333
21.0 %
37,602
9.5
(20 )
—
(32,795 )
(7.2 )
0.4
(1,435 )
23.7 % $ 83,539
23,602
9.8
264
—
(52,979 )
(8.6 )
(0.3 )
885
21.9 % $ 25,105
9.3
0.1
(20.8 )
0.3
9.9 %
F-41
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS–(Continued)
13. Stockholders’ Equity and Earnings per Share
As a bank holding company, the Bancorp’s ability to pay dividends will depend upon the dividends it receives from the Bank and on
the income it may generate from any other activities in which it may engage, either directly or through other subsidiaries.
Under California banking law, the Bank may not, without regulatory approval, pay a cash dividend that exceeds the lesser of the
Bank’s retained earnings or its net income for the last three fiscal years, less any cash distributions made during that period. Under this
regulation, the amount of retained earnings available for cash dividends to the Company immediately after December 31, 2022, is restricted
to approximately $296.2 million. The amount of retained earnings available for cash dividends is restricted to approximately $207.8 million
for December 31,2021.
Activity in accumulated other comprehensive income, net of tax, and reclassification out of accumulated other comprehensive income
for the years ended December 31, 2022, and 2021 was as follows:
2022
Tax
expense/
(benefit)
Pre-tax
Net-of-tax Pre-tax
$
$
(In thousands)
211
(3,276)
(3,065)
2021
Tax
expense/
(benefit)
Net-of-tax
$
$
12,200
(6,890)
5,310
Beginning balance, loss, net of tax
Securities available-for-sale .....................
Cash flow hedge derivatives ....................
Total ....................................................
Net unrealized gains/(losses) arising
during the period
Securities available-for-sale ..................... $ (149,124) $
Cash flow hedge derivatives ....................
10,864
(138,260)
Total ....................................................
(44,081) $ (105,043) $
7,653
(97,390)
3,211
(40,870)
(16,167) $
5,131
(11,036)
(4,779) $
1,517
(3,262)
(11,388)
3,614
(7,774)
Reclassification adjustment for net gains
in net income
Securities available-for-sale .....................
Cash flow hedge derivatives ....................
Total ....................................................
—
(2,612)
(2,612)
—
(772)
(772)
—
(1,840)
(1,840)
(853)
—
(853)
(252)
—
(252)
(601)
—
(601)
Total other comprehensive income/(loss)
Securities available-for-sale .....................
Cash flow hedge derivatives ....................
(149,124)
8,252
Total .................................................... $ (140,872) $
Ending balance, gain/(loss), net of tax
Securities available-for-sale .....................
Cash flow hedge derivatives ....................
Total ....................................................
(44,081)
2,439
(41,642) $
(105,043)
5,813
(99,230) $
(17,020)
5,131
(11,889) $
(5,031)
1,517
(3,514) $
(11,989)
3,614
(8,375)
$ (104,832)
2,537
$ (102,295)
$
$
211
(3,276)
(3,065)
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. There are no shares of
preferred stock currently issued and outstanding.
F-42
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS–(Continued)
The following is the reconciliation of the numerators and denominators of the basic and diluted earnings per share computations for
the years as indicated:
2022
Year Ended December 31,
2021
2020
Income
Shares
Per
Share
Income
Shares
Per
Share
Income
Shares
Per
Share
(Numerator) (Denominator) Amount (Numerator) (Denominator) Amount (Numerator) (Denominator) Amount
(In thousands, except shares and per share data)
Net income .... $
Basic EPS,
income ......... $
Effect of
dilutive stock
options and
RSU .............
Diluted EPS,
income ......... $
360,642
$
298,304
$
228,860
360,642
74,337,265 $
4.85 $
298,304
78,268,369 $
3.81 $
228,860
79,584,560 $
2.88
327,470
302,269
193,287
360,642
74,664,735 $
4.83 $
298,304
78,570,638 $
3.80 $
228,860
79,777,847 $
2.87
14. Commitments and Contingencies
Legal Proceedings. The Company is involved in various claims and legal proceedings that arise in the course of conducting the
Company’s business. The outcome of such claims and legal proceedings are inherently difficult to predict. Management, after consultation
with legal counsel and based upon its assessment of information currently available to the Company, believes that any liability resulting
from the resolution of any claims and proceedings currently pending against the Company will not have a material effect upon the
Company’s consolidated financial condition, results of operations, or liquidity taken as a whole.
In accordance with ASC 450, “Contingencies,” the Company accrues reserves for outstanding lawsuits, claims and proceedings when
a loss contingency is probable and can be reasonably estimated. The Company estimates the amount of loss contingencies using current
available information from legal proceedings, advice from legal counsel, and available insurance coverage. Due to the inherent subjectivity
of the assessments and unpredictability of the outcomes of the legal proceedings, any amounts accrued or included in this aggregate amount
may not represent the ultimate loss to the Company from the legal proceedings in question. Thus, the Company’s exposure and ultimate
losses may be higher, and possibly significantly more than the amounts accrued.
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 clients. 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.
F-43
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS–(Continued)
Financial instruments for which contract amounts represent the amount of credit risk include the following:
As of December 31,
2022
2021
(In thousands)
Commitments to extend credit ...................................................................................... $
Standby letters of credit ................................................................................................
Commercial letters of credit ..........................................................................................
Total ......................................................................................................................... $
3,630,304 $
315,821
29,416
3,975,541 $
3,297,362
266,490
16,652
3,580,504
Commitments to extend credit are agreements to lend to a client 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 client’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, 2022, 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, 2022, commitments to extend credit of $3.63 billion include commitments to fund fixed rate loans of $93.1
million and adjustable-rate loans of $3.54 billion. As of December 31, 2021 commitments to extend credit of $3.30 billion and included
commitments to fund fixed rate loans of $111.4 million and adjustable-rate loans of $3.19 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 clients 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 clients.
15. Leases
The Company enters into operating leases in the normal course of business primarily for branch offices, office spaces and certain
equipment. The Company may seek to include options to extend or terminate a lease when it is reasonably certain that the Company will
exercise those options.
ROU assets and lease liabilities are recognized at the lease commencement date based on the estimated present value of the lease
payments over the lease term. The Company uses its incremental borrowing rate to determine the present value of its lease liabilities. The
Company has elected to not separate lease and non-lease components. The Company has also elected not to recognize a ROU asset and
lease liability for leases with original lease term of 12 months or less (short-term leases). The Company does not possess any leases that
have variable lease payments or residual value guarantees as of December 31, 2022 and 2021.
F-44
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS–(Continued)
The following table represents the operating lease amounts reported on the Consolidated Balance Sheets and other supplemental
information as of December 31, 2022, and December 31, 2021:
December 31,
2022
December 31,
2021
(Dollars in millions)
Operating Leases:
ROU assets ..................................................................................................................................... $
Lease liabilities .............................................................................................................................. $
Weighted-average remaining lease term (in years) ........................................................................
Weighted-average discount rate .....................................................................................................
Operating cash flows from operating leases ................................................................................... $
ROU assets obtained in exchange for lease obligations ................................................................. $
29.6 $
32.5 $
4.0
2.90%
11.4 $
5.9 $
27.8
30.7
4.4
2.61%
9.9
6.0
Operating lease expense is recognized on a straight-line basis over the lease term. Operating lease expense was $13.1 million, $11.6
million and $11.7 million for the years ended December 31, 2022, 2021 and 2020, respectively, and includes short-term leases that were
immaterial.
The following table presents a maturity analysis of the Company’s operating lease liabilities as of December 31, 2022:
As of December 31, 2022
Operating Leases
(In thousands)
2023 ................................................................................................................................................................. $
2024 ................................................................................................................................................................. $
2025 ................................................................................................................................................................. $
2026 ................................................................................................................................................................. $
2027 ................................................................................................................................................................. $
Thereafter ......................................................................................................................................................... $
Total lease payments ........................................................................................................................................ $
Less amount of payment representing interest .................................................................................................
Total present value of lease payments .......................................................................................................... $
10,833
8,415
5,702
4,587
2,991
1,955
34,483
(1,965)
32,518
16. Financial Derivatives
The Company does not speculate on the future direction of interest rates. As part of the Company’s asset and liability management,
however, the Company enters into financial derivatives to seek to mitigate exposure to interest rate risks related to its interest-earning assets
and interest-bearing liabilities. The Company believes that 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 Sheets 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-45
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS–(Continued)
The Company offers various interest rate derivative contracts to its clients. When derivative transactions are executed with its clients,
the derivative contracts are offset by paired trades with third-party financial institutions including with central counterparties (“CCP”).
Certain derivative contracts entered with CCPs are settled-to-market daily to the extent the CCP’s rulebooks legally characterize the
variation margin as settlement. Derivative contracts are intended to allow borrowers to lock in attractive intermediate and long-term fixed
rate financing while not increasing the interest rate risk to the Company. These transactions are generally not linked to specific Company
assets or liabilities on the Consolidated Balance Sheets or to forecasted transactions in a hedging relationship and, therefore, are economic
hedges. The contracts are marked to market at each reporting period. The changes in fair values of the derivative contracts traded with
third-party financial institutions are expected to be largely comparable to the changes in fair values of the derivative transactions executed
with clients throughout the terms of these contracts, except for the credit valuation adjustment component. The Company records credit
valuation adjustments on derivatives to properly reflect the variances of credit worthiness between the Company and the counterparties,
considering the effects of enforceable master netting agreements and collateral arrangements. As of December 31, 2022 and 2021, the
Company had outstanding interest rate derivative contracts with certain clients and third-party financial institutions with a notional amount
of $595.4 million and $457.0 million, respectively. As of December 31, 2022, the notional amount of $205.6 million of interest rate swaps
cleared through the CCP. Applying variation margin payments as settlement to CCP cleared derivative transactions resulted in a reduction
in derivative asset fair values of $20.2 million as of December 31, 2022
In May 2014, the Bancorp entered into five interest rate swap contracts with 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 Company realized a deferred gain of $4.0 million for the year ended December
31, 2022 on the early termination of these cash flow derivative swaps and is recognizing the amount as a reduction of long-term debt
interest expense over the remaining life of the swaps on a straight-line basis. As of December 31, 2022, and 2021, the ineffective portion
of these interest rates swaps was not significant.
F-46
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS–(Continued)
The notional amount and net unrealized loss of the Company’s cash flow derivative financial instruments as of December 31, 2022,
and December 31, 2021, were as follows:
Cash flow swap hedges:
Notional ..................................................................................................................................... $
Weighted average fixed rate-pay ...............................................................................................
Weighted average variable rate-receive .....................................................................................
($ in thousands)
$
—
0.00 %
0.00 %
119,136
2.61 %
0.16 %
Loss, net of taxes (1) ................................................................................................................... $
—
$
(3,276 )
December 31,
2022
December 31,
2021
Year ended
December 31,
2022
December 31,
2021
Periodic net settlement of swaps (2) ............................................................................................. $
772 $
2,949
(1)-Included in other comprehensive income.
(2)-the amount of periodic net settlement of interest rate swaps was included in interest expense.
As of December 31, 2022, the Bank’s outstanding interest rate swap contracts had a notional amount of $204.3 million for various
terms from three 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. As of December 31, 2022, and 2021, the ineffective portion of these interest rate swaps was
not significant.
The Company has designated as a partial-term hedging election $669.7 million and $404.4 million notional as last-of-layer hedge on
pools of loans with a notational value of $1.2 billion and $748.6 million as of December 31, 2022 and 2021, respectively. The loans are
not expected to be affected by prepayment, defaults, or other factors affecting the timing and amount of cash flows under the last-of-layer
method. The Company has entered into these pay-fixed and receive 1-Month LIBOR or 1-Month Term SOFR interest rate swap to convert
the last-of-layer $669.7 million portion of a $1.2 billion fixed rate loan tranche in order to reduce the Company’s exposure to higher interest
rates for the last-of-layer tranche. As of December 31, 2022 and 2021, the last-of-layer loan tranche had a fair value basis adjustment of
$31.0 million and $4.9 million, respectively. The interest rate swap converts this last-of-layer tranche into a floating rate instrument. The
Company’s risk management objective with respect to this last-of-layer interest rate swap is to reduce interest rate exposure as to the last-
of-layer tranche.
Interest rate swap contracts involve the risk of dealing with institutional derivative counterparties and their ability to meet contractual
terms. Institutional counterparties must have a strong credit profile and be approved by the Company’s Board of Directors. The Company’s
credit exposure on interest rate swaps is limited to the net favorable value and interest payments of all swaps by each counterparty. Credit
exposure may be reduced by the amount of collateral pledged by the counterparty. Bancorp’s interest rate swaps have been assigned by the
counterparties to a derivatives clearing organization and daily margin is indirectly maintained with the derivatives clearing organization.
Cash posted as collateral by the Bancorp related to fair value derivative contracts totaled zero as of December 31, 2022, and $5.9 million
as of December 31, 2021.
F-47
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS–(Continued)
The notional amount and net unrealized loss of the Company’s fair value derivative financial instruments as of December 31, 2022,
and December 31, 2021, were as follows:
Fair value swap hedges:
Notional ..................................................................................................................................... $
Weighted average fixed rate-pay ...............................................................................................
Weighted average variable rate spread ......................................................................................
Weighted average variable rate-receive .....................................................................................
($ in thousands)
874,034
$
2.12 %
0.68 %
2.61 %
729,280
2.65 %
1.31 %
1.43 %
Net gain/(loss) (1) ........................................................................................................................ $
38,589
$
(1,013 )
December 31,
2022
December 31,
2021
Year ended
December 31,
2022
December 31,
2021
Periodic net settlement of SWAPs (2) .......................................................................................... $
3,107 $
(9,345 )
(1)-the amount is included in other non-interest income.
(2)-the amount of periodic net settlement of interest rate swaps was included in interest income.
Included in the total notional amount of $874.0 million of the fair value interest rate contracts entered into with financial counterparties
as of December 31, 2022, was a notional amount of $449.3 million of interest rate swaps that cleared through the CCP. Applying variation
margin payments as settlement to CCP cleared derivative transactions resulted in a reduction in derivative asset fair values of $25.8 million
as of December 31, 2022.
The Company enters into foreign exchange forward contracts with various counterparties to mitigate the risk of fluctuations in foreign
currency exchange rates for foreign exchange certificates of deposit or foreign exchange contracts entered into with our clients. These
contracts are not designated as hedging instruments and are recorded at fair value in our Consolidated Balance Sheets. Changes in the fair
value of these contracts as well as the related foreign exchange certificates of deposit and foreign exchange contracts are recognized
immediately in net income as a component of non-interest income. Period end gross positive fair values are recorded in other assets and
gross negative fair values are recorded in other liabilities.
The notional amount and fair value of the Company’s derivative financial instruments not designated as hedging instruments as of
December 31, 2022, and December 31, 2021, were as follows:
Derivative financial instruments not designated as hedging instruments:
Notional amounts:
Option contracts ............................................................................................................................. $
Forward, and swap contracts with positive fair value .................................................................... $
Forward, and swap contracts with negative fair value ................................................................... $
Fair value:
Option contracts ............................................................................................................................. $
Forward, and swap contracts with positive fair value .................................................................... $
Forward, and swap contracts with negative fair value ................................................................... $
(In thousands)
— $
72,996 $
170,213 $
— $
448 $
(942 ) $
676
181,997
51,782
3
1,113
(327 )
December 31,
2022
December 31,
2021
F-48
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS–(Continued)
17. Fair Value Measurements and Fair Value of Financial Instruments
The Company uses fair value to measure certain assets and liabilities on a recurring basis, primarily securities available for-sale and
derivatives. For assets measured at the lower of cost or fair value, the fair value measurement criteria may or may not be met during a
reporting period and such measurements are therefore considered “nonrecurring” for purposes of disclosing our fair value measurements.
Fair value is used on a nonrecurring basis to adjust carrying values for individually evaluated loans and other real estate owned and also to
record impairment on certain assets, such as goodwill, CDI, and other long-lived assets.
The Company used valuation methodologies to measure assets at fair value under ASC Topic 820 and ASC Topic 825, as amended
by ASU 2016-01 and ASU 2018-03, to estimate the fair value of financial instruments not recorded at fair value. The fair value of the
Company’s assets and liabilities is classified and disclosed in one of the following three categories:
●
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 classification of assets and liabilities within the hierarchy is based on whether inputs to the valuation methodology used are
observable or unobservable, and the significance of those inputs in the fair value measurement. The Company’s assets and liabilities are
classified in their entirety based on the lowest level of input that is significant to their fair value measurements as follows:
Financial assets and liabilities measured at fair value on a recurring basis
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 and Equity Securities. 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.
F-49
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 as of
December 31, 2022, and at December 31, 2021:
As of December 31, 2022
Assets
Securities available-for-sale
Fair Value Measurements Using
Level 2
Level 1
Level 3
(In thousands)
U.S. Treasury securities ............................................................. $
U.S. government agency entities ................................................
U.S. government sponsored entities ...........................................
Mortgage-backed securities ........................................................
Collateralized mortgage obligations ...........................................
Corporate debt securities ............................................................
Total securities available-for-sale ...............................................
240,500 $
—
—
—
—
—
240,500
— $
63,610
30,000
867,094
31,061
241,083
1,232,848
Equity securities
Mutual funds ..............................................................................
Preferred stock of government sponsored entities ......................
Other equity securities ................................................................
Total equity securities ..................................................................
Warrants .........................................................................................
Interest rate swaps ..........................................................................
Foreign exchange contracts ............................................................
Total assets ........................................................................ $
5,509
1,289
15,360
22,158
—
—
—
262,658 $
—
—
—
—
—
44,443
448
1,277,739 $
Liabilities
Interest rate swaps .......................................................................... $
Foreign exchange contracts ............................................................
Total liabilities .................................................................. $
— $
—
— $
51,864 $
942
52,806 $
As of December 31, 2021
Assets
Securities available-for-sale
Fair Value Measurements Using
Level 2
Level 1
Level 3
(In thousands)
U.S. Treasury securities ............................................................. $
U.S. government agency entities ................................................
Mortgage-backed securities ........................................................
Collateralized mortgage obligations ...........................................
Corporate debt securities ............................................................
Total securities available-for-sale ...............................................
— $
—
—
—
—
—
— $
87,509
888,665
9,117
142,018
1,127,309
Equity securities
Mutual funds ..............................................................................
Preferred stock of government sponsored entities ......................
Other equity securities ................................................................
Total equity securities ..................................................................
Warrants .........................................................................................
Interest rate swaps ..........................................................................
Foreign exchange contracts ............................................................
Total assets ........................................................................ $
6,230
1,811
14,278
22,319
—
—
—
22,319 $
—
—
—
—
—
10,090
1,113
1,138,512 $
Liabilities
Interest rate swaps .......................................................................... $
Foreign exchange contracts ............................................................
Total liabilities ...................................................................... $
— $
—
— $
12,642 $
327
12,969 $
F-50
Total at
Fair Value
— $
—
—
—
—
—
—
—
—
—
—
50
—
—
50 $
— $
—
— $
240,500
63,610
30,000
867,094
31,061
241,083
1,473,348
5,509
1,289
15,360
22,158
50
44,443
448
1,540,447
51,864
942
52,806
Total at
Fair Value
— $
—
—
—
—
—
—
—
—
—
23
—
—
23 $
— $
—
— $
—
87,509
888,665
9,117
142,018
1,127,309
6,230
1,811
14,278
22,319
23
10,090
1,113
1,160,854
12,642
327
12,969
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS–(Continued)
Assets measured at estimated fair value on a non-recurring basis.
Certain assets or liabilities are required to be measured at estimated fair value on a nonrecurring basis subsequent to initial recognition.
Generally, these adjustments are the result of lower-of-cost-or-fair value or other impairment write-downs of individual assets. In
determining the estimated fair values during the period, the Company determined that substantially all the changes in estimated fair value
were due to declines in market conditions versus instrument specific credit risk. For the year ended December 31, 2022, and December 31,
2021, there were no material adjustments to fair value for the Company’s assets and liabilities measured at fair value on a nonrecurring
basis in accordance with GAAP.
For financial assets measured at fair value on a nonrecurring basis that were still reflected in the Consolidated Balance Sheets as of
December 31, 2022, and 2021, 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, 2022, and at December 31, 2021, and the total losses for the periods indicated:
As of December 31, 2022
Fair Value Measurements Using
Level 1
Level 2
Level 3
Total Losses
Total at
Fair Value
For the Twelve Months Ended
December 31,
2021
December 31,
2022
Assets
(In thousands)
Non-accrual loans by type:
Commercial loans ............................ $
Commercial mortgage loans .............
Residential mortgage and equity
lines ..............................................
Installment and other loans ..............
Total non-accrual loans ................
Other real estate owned (1) ....................
Investments in venture capital ..............
Total assets .............................. $
— $
—
—
—
—
—
—
— $
— $
—
—
—
—
—
—
— $
12,950 $
32,205
12,950 $
32,205
8,978
8
54,141
4,328
689
59,158 $
8,978
8
54,141
4,328
689
59,158 $
1,786 $
2,091
—
—
3,877
—
268
4,145 $
1,012
—
—
—
1,012
17
143
1,172
(1) Other real estate owned balance of $4.1 million in the Consolidated Balance Sheets is net of estimated disposal costs.
As of December 31, 2021
Fair Value Measurements Using
Level 1
Level 2
Level 3
Total Losses/(Gains)
Total at
Fair Value
For the Twelve Months Ended
December 31,
2020
December 31,
2021
Assets
(In thousands)
Non-accrual loans by type:
Commercial loans ............................ $
Commercial mortgage loans .............
Residential mortgage and equity
lines ..............................................
Total non-accrual loans ................
Other real estate owned (1) ....................
Investments in venture capital ..............
Total assets .............................. $
— $
—
—
—
—
—
— $
— $
—
—
—
—
—
— $
4,327 $
13,335
4,327 $
13,335
5,243
22,905
4,589
952
28,446 $
5,243
22,905
4,589
952
28,446 $
1,012 $
—
—
1,012
17
143
1,172 $
7,012
—
—
7,012
717
107
7,836
(1) Other real estate owned balance of $4.4 million in the Consolidated Balance Sheets is net of estimated disposal costs.
The significant unobservable inputs used in the fair value measurement of collateral for collateral-dependent non-accrual loans was
primarily based on the appraised value of collateral adjusted by estimated sales cost and commissions. The Company generally obtains
new appraisal reports on an annual basis. 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. The Company is using borrower
specific collateral discounts with various discount levels for accounts receivable and inventory collateral.
The fair value of non-accrual 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 non-accrual loans are recorded based on the current appraised value of the
collateral, a Level 2 measurement, or management’s judgment and estimation of value using discounted future cash flows or appraisals,
which are more than 12 months since the last appraisal, which are then adjusted based on recent market trends, a Level 3 measurement.
F-51
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS–(Continued)
The significant unobservable inputs used in the fair value measurement of OREO was primarily based on the appraised value of OREO
adjusted by estimated sales cost and commissions.
The Company applies estimated sales cost and commission ranging from 3% to 6% of collateral value of impaired loans, quoted price
or loan sale price of loans held for sale, and appraised value of OREOs.
The significant unobservable inputs in the Black-Scholes option pricing model for the fair value of warrants are the expected life of
warrant ranging from one to six years, risk-free interest rate from 4.25% to 5.11%, and stock volatility of the Company from 20.14% to
27.69%.
Fair value estimates were made at specific points in time, based on relevant market information and information about the financial
instrument. Because no active 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.
The following tables present carrying amounts and estimated fair values of certain financial instruments as of the dates indicated:
Financial Assets
December 31, 2022
December 31, 2021
Carrying
Amount
Carrying
Fair Value Amount
Fair Value
(In thousands)
134,141
Cash and due from banks .................................................................... $
2,315,563
Short-term investments .......................................................................
Securities available-for-sale ................................................................
1,127,309
Loans, net ............................................................................................ 18,100,898 17,944,588 16,202,001 16,499,869
22,319
Equity securities ..................................................................................
Investment in Federal Home Loan Bank stock....................................
17,250
23
Warrants ..............................................................................................
134,141 $
2,315,563
1,127,309
195,440 $
966,962
1,473,348
195,440 $
966,962
1,473,348
22,158
17,250
50
22,158
17,250
50
22,319
17,250
23
Foreign exchange contracts ................................................................. $
Interest rate swaps ...............................................................................
72,996 $
817,615
448 $
44,443
Notional
Amount
Notional
Fair Value Amount
Fair Value
1,113
10,090
181,997 $
904,635
Financial Liabilities
Fair Value
Deposits .............................................................................................. $ 18,505,279 $ 18,572,387 $ 18,058,842 $ 18,051,720
21,279
Advances from Federal Home Loan Bank ..........................................
18,945
Other borrowings ................................................................................
62,274
Long-term debt ....................................................................................
20,000
23,145
119,136
482,737
18,385
68,231
485,000
22,600
119,136
Carrying
Amount
Carrying
Fair Value Amount
Option contracts .................................................................................. $
Foreign exchange contracts .................................................................
Interest rate swaps ...............................................................................
— $
170,213
595,426
— $
942
51,864
Fair Value
3
327
12,642
676 $
51,782
872,400
Notional
Amount
Notional
Fair Value Amount
Off-Balance Sheet Financial Instruments
Commitments to extend credit ............................................................ $ 3,630,304 $
Standby letters of credit ......................................................................
315,821
29,416
Other letters of credit ..........................................................................
Bill of lading guarantees .....................................................................
—
(14,797) $ 3,297,362 $
266,490
16,652
—
(2,738)
(33)
—
(12,594)
(2,640)
(13)
—
Notional
Amount
Notional
Fair Value Amount
Fair Value
F-52
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 certain financial instruments as of
December 31, 2022, and December 31, 2021.
As of December 31, 2022
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, net ............................................................................................
Equity securities ..................................................................................
Investment in Federal Home Loan Bank stock....................................
Warrants ..............................................................................................
195,440 $
966,962
1,473,348
17,944,588
22,158
17,250
50
Financial Liabilities
— $
195,440 $
966,962
—
240,500 1,232,848
—
—
—
— 17,944,588
—
—
—
17,250
50
—
—
22,158
—
—
Deposits ..............................................................................................
Advances from Federal Home Loan Bank ..........................................
Other borrowings ................................................................................
Long-term debt ....................................................................................
18,572,387
482,737
18,385
68,231
—
—
—
—
— 18,572,387
—
18,385
—
482,737
—
68,231
As of December 31, 2021
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, net ............................................................................................
Equity securities ..................................................................................
Investment in Federal Home Loan Bank stock....................................
Warrants ..............................................................................................
Financial Liabilities
134,141 $
134,141 $
2,315,563 2,315,563
1,127,309
16,499,869
22,319
17,250
23
— $
—
— 1,127,309
—
22,319
—
—
—
—
—
— 16,499,869
—
—
—
17,250
23
—
Deposits ..............................................................................................
Advances from Federal Home Loan Bank ..........................................
Other borrowings ................................................................................
Long-term debt ....................................................................................
18,051,720
21,279
18,945
62,274
—
—
—
—
— 18,051,720
—
18,945
—
21,279
—
62,274
F-53
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS–(Continued)
18. Revenue from Contracts with Clients
The Company’s revenue from contracts with clients consists primarily of service charges and fees related to deposit accounts and
wealth management fees. The new standard did not materially impact the timing or measurement of the Company’s revenue recognition as
it is consistent with the Company’s existing accounting for contracts within the scope of the new standard. There was no cumulative effect
adjustment to retained earnings as a result of adopting this new standard.
The following is a summary of revenue from contracts with clients that are in-scope and not in-scope under ASC 606:
Non-interest income, in-scope:
Fees and service charges on deposit accounts ............................................ $
Wealth management fees ...........................................................................
Other service fees(1) ....................................................................................
Total in-scope non-interest income .............................................................
Noninterest income, not in-scope(2) .............................................................
Total non-interest income ............................................................................ $
2022
Year Ended December 31,
2021
(In thousands)
2020
9,394 $
16,436
16,349
42,179
14,635
56,814 $
8,618 $
15,056
15,400
39,074
15,529
54,603 $
7,965
10,529
13,742
32,236
10,584
42,820
(1) Other service fees comprise of fees related to letters of credit, wire fees, fees on foreign exchange transactions and other immaterial
individual revenue streams.
(2) These amounts primarily represent revenue from contracts with customers that are out of the scope of ASC 606.
The major revenue streams by fee type that are within the scope of ASC 606 presented in the above tables are described in additional
detail below:
Fees and Services Charges on Deposit Accounts
Fees and service charges on deposit accounts include charges for analysis, overdraft, cash checking, ATM, and safe deposit activities
executed by our deposit clients, as well as interchange income earned through card payment networks for the acceptance of card-based
transactions. Fees earned from our deposit clients are governed by contracts that provide for overall custody and access to deposited funds
and other related services and can be terminated at will by either party. Fees received from deposit clients for the various deposit activities
are recognized as revenue once the performance obligations are met. The adoption of ASU 2014-09 had no impact to the recognition of
fees and service charges on deposit accounts.
Wealth Management Fees
The Company employs financial consultants to provide investment planning services for clients including wealth management
services, asset allocation strategies, portfolio analysis and monitoring, investment strategies, and risk management strategies. The fees the
Company earns are variable and are generally received monthly. The Company recognizes revenue for the services performed at quarter
end based on actual transaction details received from the broker dealer the Company engages.
F-54
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS–(Continued)
Practical Expedients and Exemptions
The Company applies the practical expedient in ASC 606-10-50-14 and does not disclose the value of unsatisfied performance
obligations as the Company’s contracts with clients generally have a term that is less than one year, are open-ended with a cancellation
period that is less than one year or allow the Company to recognize revenue in the amount to which the Company has the right to invoice.
In addition, given the short-term nature of the Company’s contracts, the Company also applies the practical expedient in ASC 606-
10-32-18 and does not adjust the consideration from clients for the effects of a significant financing component, if at contract inception,
the period between when the entity transfers the goods or services and when the client pays for that good or service is one year or less.
19. Employee Benefit Plans
Employee Stock Ownership Plan. Under the Company’s Amended and Restated Cathay Bank Employee Stock Ownership Plan
(“ESOP”), the Company can make annual contributions to a trust in the form of either cash or common stock of the Bancorp for the benefit
of eligible employees. Employees are eligible to participate in the ESOP after completing two years of service for salaried full-time
employees or 1,000 hours for each of two consecutive years for salaried part-time employees. The amount of the annual contribution is
discretionary except that it must be sufficient to enable the trust to meet its current obligations. The Company also pays for the
administration of this plan and of the trust. The Company has not made contributions to the trust since 2004 and does not expect to make
any contributions in the future. Effective June 17, 2004, the ESOP was amended to provide the participants the election either to reinvest
the dividends on the Company stock allocated to their accounts or to have these dividends distributed to the participant. The ESOP trust
purchased 18,808 shares in 2022, 18,338 shares in 2021, and 32,128 shares in 2020, of the Bancorp’s common stock at an aggregate cost
of $814 thousand in 2022, $781 thousand in 2021, and $818 thousand in 2020. The distribution of benefits to participants totaled 29,363
shares in 2022, 47,617 shares in 2021, and 33,629 shares in 2020. As of December 31, 2022, the ESOP owned 705,815 shares, or 1.0%, 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 one month 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. Effective October 1, 2022,
the vesting schedule for the matching contribution is 0% for less than three years of service and 100% after three years of service. Effective
on June 1, 2018, the Company matches 100% on the first 5.0% of eligible compensation contributed per pay period by the participant, on
the first day of the following month after 30 days of service. The Company’s contribution amounted to $3.9 million in 2022, $3.6 million
in 2021, and $3.7 million in 2020. 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 thousand. The minimum loan amount is $1 thousand.
Bank-Owned Life Insurance. As of December 31, 2022 and 2021, cash surrender value of bank-owned life insurance was $49.9 million
and $52.0 million, respectively. The Bank is the beneficiary under the policy. In the event of the death of a covered officer, we will receive
the specified insurance benefit from the insurance carrier and pay a fixed dollar amount to the beneficiary designated by the officer.
F-55
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS–(Continued)
20. Equity Incentive Plans
Pursuant to the Company’s 2005 Incentive Plan, as amended and restated in May 2015, the Company may grant incentive stock
options (employees only), non-statutory stock options, common stock awards, restricted stock, RSUs, stock appreciation rights and cash
awards to non-employee directors and eligible employees.
As of December 31, 2022, 1,658,201 shares were available under the 2005 Incentive Plan for future grants.
In addition to stock options, the Company also grants restricted stock units (“RSUs”) that are generally granted at no cost to the
recipient. RSUs generally vest ratably over three years or cliff vest after one or three years of continued employment from the date of the
grant. While a portion of RSUs may be time-vesting awards, others may vest subject to the attainment of specified performance goals and
are referred to as “performance-based RSUs.” All RSUs are subject to forfeiture until vested.
Performance-based RSUs are granted at the target amount of awards. Based on the Company’s attainment of specified performance
goals and consideration of market conditions, the number of shares that vest can be adjusted to a minimum of zero and to a maximum of
150% of the target. The amount of performance-based RSUs that are eligible to vest is determined at the end of each performance period
and is then added together to determine the total number of performance shares that are eligible to vest. Performance-based RSUs generally
cliff vest three years from the date of grant.
Compensation costs for the time-based awards are based on the quoted market price of the Company’s stock at the grant date.
Compensation costs associated with performance-based RSUs are based on grant date fair value, which considers both market and
performance conditions. Compensation costs of both time-based and performance-based awards are recognized on a straight-line basis
from the grant date until the vesting date of each grant.
F-56
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS–(Continued)
The following table presents RSU activity for 2022, 2021, and 2020:
Time-Based RSUs
Performance-Based RSUs
Balance at December 31, 2019 ................................
Granted ..................................................................
Vested ....................................................................
Forfeited ................................................................
Balance at December 31, 2020 ................................
Granted ..................................................................
Vested ....................................................................
Forfeited ................................................................
Balance at December 31, 2021 ................................
Granted ..................................................................
Vested ....................................................................
Forfeited ................................................................
Balance at December 31, 2022 ................................
Shares
273,200
110,495
(80,654 )
(10,371 )
292,670
63,467
(96,869 )
(23,324 )
235,944
67,652
(89,386 )
(12,151 )
202,059
Weighted-
Average
Grant Date
Fair Value
35.90
21.79
25.34
39.04
33.37
41.18
41.72
29.92
32.38
46.69
40.92
34.07
33.29
Weighted-
Average
Grant Date
Fair Value
32.65
22.96
21.68
39.08
32.55
37.13
41.69
40.85
31.82
40.24
44.52
—
31.56
Shares
297,744
212,369
(193,240 )
(14,071 )
302,802
113,764
(76,292 )
(7,768 )
332,506
112,393
(81,934 )
—
362,965
The compensation expense recorded for RSUs was $7.0 million in 2022, $6.0 million in 2021, and $5.6 million in 2020. Unrecognized
stock-based compensation expense related to RSUs was $9.0 million and $8.6 million as of December 31, 2022, and 2021, respectively.
As of December 31, 2022, these costs are expected to be recognized over the next 1.7 years.
F-57
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS–(Continued)
21. Condensed Financial Information of Cathay General Bancorp
The condensed financial information of the Bancorp as of December 31, 2022, and December 31, 2021, and for the years ended
December 31, 2022, 2021, and 2020 is as follows:
Balance Sheets
Assets
Cash ............................................................................................................................................... $
Cash pledged as margin for interest rate swaps ..............................................................................
Short-term certificates of deposit ...................................................................................................
Equity securities .............................................................................................................................
Investment in Cathay Bank subsidiary ...........................................................................................
Investment in non-bank subsidiary .................................................................................................
Other assets ....................................................................................................................................
Total assets ................................................................................................................................ $
Liabilities
Junior subordinated debt ................................................................................................................ $
Other liabilities ...............................................................................................................................
Total liabilities ..........................................................................................................................
Commitments and contingencies....................................................................................................
Stockholders' equity
Common stock, $0.01 par value, 100,000,000 shares authorized, 91,090,614 issued and
72,742,151 outstanding at December 31, 2022, and 90,871,860 issued and 75,750,862
outstanding at December 31, 2021. ........................................................................................
Additional paid-in-capital ..............................................................................................................
Accumulated other comprehensive loss, net ..................................................................................
Retained earnings ...........................................................................................................................
Treasury stock, at cost (18,348,463 shares at December 31, 2022, and 15,120,998 shares at
December 31, 2021) ...................................................................................................................
Total equity ...................................................................................................................................
Total liabilities and equity ........................................................................................................... $
As of December 31,
2022
2021
(In thousands, except
share and per share data)
14,902 $
—
334
16,360
2,566,266
764
4,385
2,603,011 $
119,136 $
9,835
128,971
—
911
981,119
(102,295 )
2,244,856
(650,551 )
2,474,040
2,603,011 $
19,629
1,071
333
15,627
2,530,850
807
4,691
2,573,008
119,136
7,621
126,757
—
909
972,474
(3,065 )
1,985,168
(509,235 )
2,446,251
2,573,008
F-58
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS–(Continued)
Statements of Operations
Cash dividends from Cathay Bank ................................................................. $
Interest income ...............................................................................................
Interest expense ..............................................................................................
Non-interest Income/(loss) .............................................................................
Non-interest expense ......................................................................................
Income before income tax expense ................................................................
Income tax expense ........................................................................................
Income before undistributed earnings of subsidiaries ....................................
Undistributed earnings of subsidiary ..............................................................
Net income .................................................................................................... $
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 .............................................
Loss/(gain) on equity securities ......................................................................
Write-downs on venture capital and other investments ..................................
(Gain)/loss in fair value of warrants ...............................................................
Stock issued to directors as compensation .....................................................
Net change in accrued interest receivable and other assets ............................
Net change in other liabilities .........................................................................
Net cash provided by operating activities ...............................................
Cash flows from Investment Activities
Proceeds from liquidation of subsidiary .........................................................
Proceeds from sale of equity securities ..........................................................
Venture capital and other investments ...........................................................
Net cash (used)/provided by investment activities .................................
Cash flows from Financing Activities
Repayment of long-term debt .........................................................................
Cash dividends paid .......................................................................................
Proceeds from shares issued under the Dividend Reinvestment Plan.............
Taxes paid related to net share settlement of RSUs .......................................
Purchase of treasury stock ..............................................................................
Net cash used in financing activities .......................................................
Increase/(decrease) in cash, cash equivalents and restricted cash ..................
Cash, cash equivalents, and restricted cash, beginning of the year ................
Cash, cash equivalents, and restricted cash, end of the period ................. $
2022
Year Ended December 31,
2021
(In thousands)
2020
232,773 $
30
5,560
1,018
3,937
224,324
(2,885)
227,209
133,433
360,642 $
230,000 $
36
5,773
3,117
3,224
224,156
(1,810)
225,966
72,338
298,304 $
146,000
49
5,906
(435)
4,846
134,862
(3,692)
138,554
90,306
228,860
2022
Year Ended December 31,
2021
(In thousands)
2020
360,642 $
298,304 $
228,860
(133,433)
(733)
268
(27)
849
(434)
8,532
235,664
—
—
(5)
(5)
—
(100,955)
3,719
(2,905)
(141,316)
(241,457)
(5,798)
20,700
14,902 $
(72,338)
(122)
73
—
850
1,918
4,934
233,619
—
—
357
357
—
(99,322)
3,563
(2,632)
(167,104)
(265,495)
(31,519)
52,219
20,700 $
(90,306)
641
107
18
800
(1,182)
(9,853)
129,085
2,399
3,112
116
5,627
(7,644)
(98,688)
9,777
(1,911)
(23,593)
(122,059)
12,653
39,566
52,219
F-59
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS–(Continued)
22. Dividend Reinvestment Plan
The Company has a Dividend Reinvestment Plan which allows for participants’ reinvestment of cash dividends and certain optional
additional investments in the Bancorp’s common stock. Shares issued under the plan and the consideration received were 86,501 shares for
$3.7 million in 2022, 84,011 shares for $3.6 million in 2021, and 358,157 shares for $9.8 million in 2020.
23. 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%. As of December 31, 2022, and 2021, the
Bank qualified as well capitalized under the regulatory framework for prompt corrective action.
F-60
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS–(Continued)
The Bancorp’s and the Bank’s capital and leverage ratios as of December 31, 2022, and December 31, 2021, are presented in the
tables below:
Actual
Minimum Capital
Required - Basel III
Required to be Considered
Well Capitalized
Capital
Amount
Ratio
Capital
Amount
Ratio
Capital
Amount
Ratio
December 31, 2022
(In thousands)
Common Equity Tier 1 to Risk-Weighted Assets
Cathay General Bancorp ................. $ 2,182,066
2,276,830
Cathay Bank ....................................
12.21 $ 1,250,914
1,250,461
12.75
7.00 $ 1,161,563
1,161,142
7.00
6.50
6.50
Tier 1 Capital to Risk-Weighted
Assets
Cathay General Bancorp .................
Cathay Bank ....................................
Total Capital to Risk-Weighted Assets
Cathay General Bancorp .................
Cathay Bank ....................................
Leverage Ratio
2,182,066
2,276,830
12.21
12.75
1,518,967
1,518,417
8.50
8.50
1,429,616
1,429,098
8.00
8.00
2,452,781
2,432,045
13.73
13.61
1,876,371
1,875,691
10.50
10.50
1,787,020
1,786,373
10.00
10.00
Cathay General Bancorp .................
Cathay Bank ....................................
2,182,066
2,276,830
10.08
10.53
865,470
864,918
4.00
4.00
1,081,838
1,081,148
5.00
5.00
Actual
Minimum Capital
Required - Basel III
Required to be Considered
Well Capitalized
Capital
Amount
Ratio
Capital
Amount
Ratio
Capital
Amount
Ratio
December 31, 2021
(In thousands)
Common Equity Tier 1 to Risk-Weighted Assets
Cathay General Bancorp ................. $ 2,056,601
2,137,925
Cathay Bank ....................................
12.80 $ 1,124,381
1,123,721
13.32
7.00 $ 1,044,068
1,043,455
7.00
6.50
6.50
Tier 1 Capital to Risk-Weighted
Assets
Cathay General Bancorp .................
Cathay Bank ....................................
Total Capital to Risk-Weighted Assets
Cathay General Bancorp .................
Cathay Bank ....................................
Leverage Ratio
2,056,601
2,137,925
12.80
13.32
1,365,320
1,364,519
8.50
8.50
1,285,007
1,284,253
8.00
8.00
2,315,358
2,281,182
14.41
14.21
1,686,572
1,685,582
10.50
10.50
1,606,259
1,605,316
10.00
10.00
Cathay General Bancorp .................
Cathay Bank ....................................
2,056,601
2,137,925
10.40
10.82
791,226
790,430
4.00
4.00
989,033
988,037
5.00
5.00
F-61
CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS–(Continued)
24. 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 Sheets 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 Consolidated Balance Sheets, as of December 31, 2022, and December 31,
2021, are presented in the following tables:
Gross Amounts Not Offset in the
Balance Sheet
Gross
Amounts
Offset in the
Balance
Sheet
Net
Amounts
Presented in
the Balance
Sheet
Gross
Amounts
Recognized
Financial
Instruments
Collateral
Posted
Net Amount
December 31, 2022
(In thousands)
Assets:
Derivatives ............................................ $
Liabilities:
Derivatives ............................................ $
December 31, 2021
Assets:
Derivatives ............................................ $
Liabilities:
Derivatives ............................................ $
25. Subsequent Events
90,451 $
46,008 $
44,443 $
— $
42,930 $
1,513
51,864 $
— $
51,864 $
— $
— $
51,864
10,090 $
— $
10,090 $
— $
— $
10,090
15,748 $
(3,106) $
12,642 $
— $
— $
12,642
On February 16, 2023, the Company’s Board of Directors declared first quarter 2023 dividends for the Company’s common stock.
The common stock cash dividend of $0.34 per share will be paid on March 9, 2023, to stockholders of record on February 27, 2023.
On February 21, 2023, the Company completed its May 2022 stock buyback program by repurchasing 2,897,628 shares at an average
cost of $43.14 for a total of $125.0 million.
The Company has evaluated the effect of events that have occurred subsequent to December 31, 2022, through the date of issuance of
the Consolidated Financial Statements. Based on this evaluation, the Company has determined none of these events would require
recognition in the Consolidated Financial Statements or disclosure in the notes to the Consolidated Financial Statements.
F-62
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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
Nelson Chung
Lead Independent
Director of Cathay
General Bancorp and
President of Pacific
Communities Builder, Inc.
Chang M. Liu
President and Chief
Executive Officer of
Cathay General Bancorp
and Cathay Bank
Kelly L. Chan
Vice President of
Finance, Phoenix Bakery
Inc., and Certified Public
Accountant
Felix S. Fernandez
Retired Banker
Maan-Huei Hung
General Counsel of
AHMC Healthcare Inc.
Jane Jelenko
Retired Financial
Services Partner of
KPMG LLP
Joseph C.H. Poon
President of Edward
Properties, LLC
Richard Sun
President of SSS
Development, Inc.
Shally Wang
Retired, Former General
Manager of IBM Greater
China Group
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
Chang M. Liu
President and Chief Executive Officer
Heng W. Chen
Executive Vice President,
Chief Financial Officer, and Treasurer
May K. Chan
Senior Vice President,
General Counsel, Corporate Secretary,
and Sustainability Officer
Cathay Bank
Executive Officers
Dunson K. Cheng
Executive Chairman of the Board
Chang M. Liu
President and Chief Executive Officer
Heng W. Chen
Executive Vice President
and Chief Financial Officer
Kim R. Bingham
Executive Vice President
and Chief Risk Officer
Mark H. Lee
Executive Vice President
and Chief Credit Officer
May K. Chan
Senior Vice President,
General Counsel, Corporate Secretary,
and Sustainability Officer
Other Executive
Vice Presidents
Jim Haney
Executive Vice President and
Chief Lending Officer
Thomas Lo
Executive Vice President, Director of
Commercial and International Banking
Kirk Malmrose
Executive Vice President, Director of
Corporate Commercial Real Estate
and Construction Lending
Veronica Tsang
Executive Vice President and
Chief Retail Administrator
Marisa Marquisepe
Executive Vice President, Director of
Financial Crimes Risk Management
Robert Romero
Executive Vice President
and Chief Information Officer
David Wu
Executive Vice President and
Commercial Lending Manager
Directors Emeriti
Michael M.Y. Chang
Patrick S.D. Lee
Ting Y. Liu
777 North Broadway
Los Angeles, CA 90012
T 213 625 4700
F 213 625 1368
cathaygeneralbancorp.com
cathaybank.com
Registrar and Transfer Agent
American Stock Transfer and Trust Company, LLC
6201 15th Avenue, Brooklyn, NY 11219
T 800 937 5449
United States
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Rockville
Massachusetts
Boston
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New York City
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Representative
Offices
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Forward-looking statements
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. Our forward-looking statements 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,
2022, as supplemented by any risk factors contained in our Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K. Given these risks and uncertainties, readers are cautioned not to place undue
reliance on any forward-looking statement. Any forward-looking statement speaks only as of the date
on which it is made, and, except as required by law, we undertake no obligation to update or review any
forward-looking statement to reflect circumstances, developments, or events occurring after the date on
which the statement is made or to reflect the occurrence of unanticipated events.
Cathay General Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2022, and other
filings with the Securities and Exchange Commission (SEC) are available at the website maintained by
the SEC at www.sec.gov or by request directed to Cathay General Bancorp, 9650 Flair Drive, El Monte,
California 91731; Attention: Investor Relations; telephone 626 279 3296. These reports and filings are also
available at www.cathaygeneralbancorp.com. The information on the websites of 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.