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, 2023
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the Transition Period From To
Commission File Number: 000-30421
HANMI FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
900 Wilshire Boulevard, Suite 1250
Los Angeles, California
(Address of Principal Executive Offices)
95-4788120
(I.R.S. Employer
Identification No.)
90017
(Zip Code)
(213) 382-2200
(Registrant’s Telephone Number, Including Area Code)
Securities Registered Pursuant to Section 12(b) of the Act:
Title of Each Class
Common Stock, $0.001 Par Value
Trading Symbol
HAFC
Name of Each Exchange on Which Registered
Nasdaq Global Select Market
Securities Registered Pursuant to Section 12(g) of the Act:
None
(Title of Class)
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 Section 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 (§ 232.405 of this chapter) 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 or a smaller reporting company. See
definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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 ☒
As of June 30, 2023, the aggregate market value of the common stock held by non-affiliates of the Registrant was approximately $447,656,208. For purposes of
the foregoing calculation only, in addition to affiliated companies, all directors and officers of the Registrant have been deemed affiliates.
Number of shares of common stock of the Registrant outstanding as of February 21, 2024 was 30,267,113 shares.
Documents Incorporated By Reference Herein: Sections of the Registrant’s Definitive Proxy Statement for its 2024 Annual Meeting of Stockholders, which
will be filed within 120 days of the fiscal year ended December 31, 2023, are incorporated by reference into Part III of this report (or information will be provided by
amendment to this Form 10-K), as noted therein.
Hanmi Financial Corporation
Annual Report on Form 10-K for the Fiscal Year ended December 31, 2023
Table of Contents
Cautionary Note Regarding Forward-Looking Statements ...............................................................................................
2
Part I
Item 1.
Business .........................................................................................................................................................
Item 1A. Risk Factors ...................................................................................................................................................
Item 1B. Unresolved Staff Comments ..........................................................................................................................
Item 1C. Cybersecurity .................................................................................................................................................
Properties .......................................................................................................................................................
Item 2.
Legal Proceedings .........................................................................................................................................
Item 3.
Mine Safety Disclosures ................................................................................................................................
Item 4.
Part II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities .......................................................................................................................................................
[RESERVED] ................................................................................................................................................
Item 6.
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations ........................
Item 7A. Quantitative and Qualitative Disclosures About Market Risk .......................................................................
Financial Statements and Supplementary Data..............................................................................................
Item 8.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure ........................
Item 9.
Item 9A. Controls and Procedures ................................................................................................................................
Item 9B. Other Information ..........................................................................................................................................
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections ...........................................................
Part III
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
Directors, Executive Officers and Corporate Governance.............................................................................
Executive Compensation ...............................................................................................................................
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters ......
Certain Relationships and Related Transactions, and Director Independence ...............................................
Principal Accounting Fees and Services ........................................................................................................
Part IV
Item 15.
Item 16.
Exhibits and Financial Statement Schedules .................................................................................................
Form 10-K Summary .....................................................................................................................................
Index to Consolidated Financial Statements ..................................................................................................
Report of Independent Registered Public Accounting Firm ..........................................................................
Consolidated Balance Sheets as of December 31, 2023 and 2022 ................................................................
Consolidated Statements of Income for the Years Ended December 31, 2023, 2022 and 2021 ....................
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2023, 2022 and
2021 ...............................................................................................................................................................
Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2023,
2022 and 2021 ...............................................................................................................................................
Consolidated Statements of Cash Flows for the Years Ended December 31, 2023, 2022 and 2021 .............
Notes to Consolidated Financial Statements .................................................................................................
3
16
25
25
27
27
27
28
29
30
46
47
47
47
48
48
49
49
49
49
49
50
50
51
52
55
56
57
58
59
60
Exhibit Index ..................................................................................................................................................................... 105
Signatures .......................................................................................................................................................................... 108
1
Cautionary Note Regarding Forward-Looking Statements
Some of the statements contained in this Annual Report on Form 10-K (this “Report”) are forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements in this Report other than statements of
historical fact are “forward–looking statements” for purposes of federal and state securities laws, including, but not limited to,
statements about anticipated future operating and financial performance, financial position and liquidity, business strategies,
regulatory and competitive outlook, investment and expenditure plans, capital and financing needs and availability, plans and
objectives of management for future operations, developments regarding our capital and strategic plans and other similar
forecasts and statements of expectations and assumptions underlying any of the foregoing. In some cases, you can identify
forward-looking statements by terminology such as “may,” “will,” “should,” “could,” “expects,” “plans,” “intends,”
“anticipates,” “believes,” “estimates,” “predicts,” “potential,” or “continue,” or the negative of such terms and other comparable
terminology. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot
guarantee future results, levels of activity, performance or achievements.
These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our
actual results, levels of activity, performance, strategies, outlook, needs, plans, objectives or achievements to differ from those
expressed or implied by the forward-looking statements. These factors include: failure to maintain adequate levels of capital
and liquidity to support our operations; changes in liquidity, including the size and composition of the Hanmi Bank’s deposit
portfolio, including the percentage of uninsured deposits in the portfolio; general economic and business conditions
internationally, nationally and in those areas in which we operate, including risks associated with a potential return of
recessionary conditions; volatility and deterioration in the credit and equity markets; changes in consumer spending, borrowing
and savings habits; availability of capital; demographic changes; competition for loans and deposits and failure to attract or
retain loans and deposits; fluctuations in interest rates and a decline in the level of our interest rate spread or net interest margin;
our ability to enter into new markets and successfully capitalize on growth opportunities; risks associated with natural disasters;
disruption due to a pandemic or other public health emergency; a failure in or breach of our operational or security systems or
infrastructure, including cyber-attacks; the failure to maintain current technologies; the inability to successfully implement
future information technology enhancements; difficult business and economic conditions that can adversely affect our industry
and business, including competition, fraudulent activity and negative publicity; the current or anticipated impact of military
conflict, terrorism or other geopolitical events; risks associated with Small Business Administration (“SBA”) loans; the
continuing impact of the COVID-19 pandemic on our business and results of operation; failure to attract or retain key
employees; our ability to access cost-effective funding; fluctuations in real estate values; changes in accounting policies and
practices; changes in governmental regulation, including, but not limited to, any increase in Federal Deposit Insurance
Corporation (the “FDIC”) insurance premiums; monetary and fiscal policies of the U.S. government, including policies of the
U.S. Treasury and the Board of Governors of the Federal Reserve System; the ability of Hanmi Bank to make distributions to
Hanmi Financial Corporation, which is restricted by certain factors, including Hanmi Bank’s retained earnings, net income,
prior distributions made, and certain other financial tests; the adequacy of our allowance for credit losses (“ACL”); credit
quality and the effect of credit quality on our credit loss expense and allowance for credit losses; changes in the financial
performance and/or condition of our borrowers and the ability of our borrowers to perform under the terms of their loans and
other terms of credit agreements; our ability to control expenses; risks as it relates to cybersecurity against our information
technology and those of our third-party providers and vendors; changes in securities markets and inflation, which may lead to
higher operating costs and reduced loan demand. For additional information concerning risks we face, see “Item 1A. Risk
Factors” in Part I of this Report.
We undertake no obligation to update these forward-looking statements to reflect events or circumstances that occur after
the date on which such statements were made, except as required by law.
2
Item 1. Business
General
Part I
Hanmi Financial Corporation (“Hanmi Financial,” the “Company,” “we,” “us” or “our”) is a Delaware corporation
incorporated on March 14, 2000 to be the holding company for Hanmi Bank (the “Bank”) and is subject to the Bank Holding
Company Act of 1956, as amended (the “BHCA”). Our principal office is located at 900 Wilshire Boulevard, Suite 1250, Los
Angeles, California 90017, and our telephone number is (213) 382-2200.
Hanmi Bank, the primary subsidiary of Hanmi Financial, is a state-chartered bank incorporated under the laws of the
State of California on August 24, 1981, and licensed pursuant to the California Financial Code (“California Financial Code”).
The Bank’s deposit accounts are insured under the Federal Deposit Insurance Act up to applicable limits thereof. The California
Department of Financial Protection and Innovation (the “DFPI”) is the Bank’s primary state bank regulator and the FDIC is its
primary federal regulator. The Bank’s headquarters are located at 3660 Wilshire Boulevard, Penthouse Suite A, Los Angeles,
California 90010.
The Bank is a community bank conducting general business banking, with its primary market encompassing the Korean-
American community and other multi-ethnic communities across California, Colorado, Georgia, Illinois, New Jersey, New
York, Texas, Virginia and Washington. The Bank’s full-service offices are located in markets where many of the businesses
are owned by immigrants and other minority groups. The Bank’s client base reflects the multi-ethnic composition of these
communities.
The Bank’s revenues are derived primarily from interest and fees on loans, interest and dividends on the securities
portfolio, service charges on deposit accounts and sales of SBA loans.
A summary of revenues for the periods indicated follows:
Interest and fees on loans receivable
Interest and dividends on securities
Other interest income
Service charges, fees and other income
Gain on sale of SBA loans
Subtotal
Net gain (loss) on sale of securities
Total revenues
Market Area
2023
$ 339,811
18,167
11,350
30,349
5,701
405,378
(1,871 )
$ 403,507
Year Ended December 31,
2022
(dollars in thousands)
2021
4.5
2.8
7.5
1.4
100.5
84.3 % $ 257,878
13,375
2,560
24,722
9,478
308,013
—
100.0 % $ 308,013
(0.5 )
4.3
0.8
8.0
3.1
100.0
—
83.8 % $ 208,602
7,171
902
23,729
17,266
257,670
(499 )
100.0 % $ 257,171
81.1 %
2.8
0.4
9.2
6.7
100.2
(0.2 )
100.0 %
The Bank historically has provided its banking services through its branch network to a wide variety of small- to medium-
sized businesses. Throughout the Bank’s service areas, competition is intense for both loans and deposits. While the market for
banking services is dominated by a few nationwide banks with many offices operating over wide geographic areas, the Bank’s
primary competitors are other community banks that focus their marketing efforts on Korean-American and other multi-ethnic
businesses in the Bank’s service areas.
Lending Activities
The Bank originates loans for its own portfolio and for sale in the secondary market. Lending activities include real estate
loans (commercial property, construction and residential property), commercial and industrial loans (commercial term,
commercial lines of credit and international), equipment lease financing and SBA loans.
3
Real Estate Loans
Real estate lending involves risks associated with the potential declines in the value of the underlying real estate collateral
and the cash flows from income-producing properties. Declines in real estate values and cash flows can be caused by a number
of factors, including a decline in general economic conditions, rising interest rates, inflation, changes in tax and other laws and
regulations affecting the holding of real estate, environmental conditions, governmental and other use restrictions, development
of competitive properties and increasing vacancy rates. When real estate values decline, the Bank’s real estate dependence
increases the risk of loss both in the Bank’s loan portfolio and the Bank’s holdings of other real estate owned (“OREO”), which
are the result of foreclosures on real property due to default by borrowers who use the property as collateral for loans. OREO
properties are categorized as real property that is owned by the Bank but which is not directly related to the Bank’s business.
Commercial Property
The Bank offers commercial real estate loans, which are usually collateralized by first deeds of trust. The Bank obtains
formal appraisals in accordance with applicable regulations to support the value of the real estate collateral. All appraisal reports
on commercial mortgage loans are reviewed by either an independent third-party qualified reviewer, or an appraisal review
officer. The review generally covers an examination of the appraiser’s assumptions and methods, as well as compliance with
the Uniform Standards of Professional Appraisal Practice (the “USPAP”). The Bank determines creditworthiness of a borrower
by evaluating cash flows, asset and debt structure, as well as credit history. The purpose of the loan is also an important
consideration that dictates loan structure and the credit decision.
The Bank’s commercial real estate loans are principally secured by investor-owned or owner-occupied commercial and
industrial buildings. Generally, these types of loans are made with a maturity date of up to seven years, with longer amortization
periods. Typically, the Bank’s commercial real estate loans have a debt-coverage ratio at time of origination of 1.25 or more
and a loan-to-value ratio of 70% or less. The Bank offers fixed-rate commercial real estate loans, including hybrid-fixed rate
loans that are fixed for five years and then convert to adjustable rate loans for the remaining term. In addition, the Bank
originates loans with an adjustable rate of interest indexed to the prime rate appearing in The Wall Street Journal (the “WSJ
Prime Rate”) or Secured Overnight Financing Rate (“SOFR”). Amortization schedules for commercial real estate loans
generally do not exceed 25 years.
Payments on loans secured by investor-owned and owner-occupied properties are often dependent upon successful
operation or management of the properties. Repayment of such loans may be subject to the risk from adverse conditions in the
real estate market or the economy. The Bank seeks to minimize these risks in a variety of ways, including limiting the size of
such loans in relation to the market value of the property and strictly scrutinizing the property securing the loan. At the time of
loan origination, a sensitivity analysis is performed for potential increases in vacancy and interest rates. Additionally, an annual
risk assessment is also performed for the commercial real estate secured loan portfolio, which involves evaluating recent
industry trends. When possible, the Bank also obtains corporate or individual guarantees. Representatives of the Bank conduct
site visits of most commercial properties securing the Bank’s real estate loans before the loans are approved.
The Bank generally requires the borrower to provide, at least annually, current cash flow information in order for the
Bank to re-assess the debt-coverage ratio. In addition, the Bank requires title insurance to ensure the status of its lien on real
estate secured loans when a trust deed on the real estate is taken as collateral. The Bank also requires the borrower to maintain
fire insurance, extended coverage casualty insurance and, if the property is in a flood zone, flood insurance, in an amount equal
to the outstanding loan balance, subject to applicable laws that may limit the amount of hazard insurance a lender can require
to replace such improvements. We cannot assure that these procedures will protect against losses on loans secured by real
property.
Construction
The Bank maintains a small construction portfolio for multifamily and commercial and industrial properties within its
market areas. The future condition of the local economy could negatively affect the collateral values of such loans. The Bank’s
construction loans typically have the following structure:
maturities of two years or less;
a floating rate of interest based on the WSJ Prime Rate or the Bank Prime Rate;
minimum cash equity consistent with high volatility commercial real estate guidelines;
third-party fund control monitoring;
a reserve of anticipated interest costs during construction or an advance of fees;
4
a first lien position on the underlying real estate;
advance rates at time of origination that do not exceed the lesser of 75% of the value of the property or costs of
construction; and
recourse against a guarantor in the event of default.
On a case-by-case basis, the Bank originates permanent loans on the commercial property under loan conditions that
require strong project stability and debt service coverage. Construction loans involve additional risks compared to loans secured
by existing improved real property. Such risks include:
the uncertain value of the project prior to completion;
the uncertainty in estimating construction costs;
construction delays and cost overruns;
possible difficulties encountered in connection with municipal, state or other governmental ordinances or regulations
during construction; and
the difficulty in accurately evaluating the market value of the completed project.
Because of these uncertainties, construction lending often involves the disbursement of substantial funds where
repayment of the loan is dependent on the success of the final project rather than the ability of the borrower or guarantor to
repay principal and interest on the loan. If the Bank is forced to foreclose on a construction project prior to, or at completion,
due to a default under the terms of a loan, there can be no assurance that the Bank will be able to recover all of the unpaid
balance of, or accrued interest on, the loan as well as the related foreclosure and holding costs. In addition, the Bank may be
required to fund additional amounts in order to complete a pending construction project and may have to hold the property for
an indeterminable period of time. The Bank has underwriting procedures designed to identify factors that it believes to maintain
acceptable levels of risk in construction lending, including, among other procedures, engaging qualified and bonded third
parties to provide progress reports and recommendations for construction loan disbursements. No assurance can be given that
these procedures will prevent losses arising from the risks associated with construction loans described above.
Residential Property
The Bank purchases and originates fixed-rate and variable-rate mortgage loans secured by one- to four-family properties
with amortization schedules of 15 to 30 years and maturity schedules of up to 30 years. The loan fees, interest rates and other
provisions of the Bank’s residential loans are determined by an analysis of the Bank’s cost of funds, cost of origination, cost
of servicing, risk factors and portfolio needs.
Commercial and Industrial Loans
The Bank offers commercial loans for intermediate and short-term credit. Commercial loans may be unsecured, partially
secured or fully secured with maturity schedules that range from 12 to 84 months. The Bank finances primarily small- and
middle-market businesses in a wide spectrum of industries. Commercial and industrial loans consist of credit lines for operating
needs, loans for equipment purchases and working capital, and various other business purposes. The Bank requires credit
underwriting before considering any extension of credit.
Commercial lending entails significant risks. Commercial loans typically involve larger loan balances, are generally
dependent on the cash flows of the business and may be subject to adverse conditions in the general economy or in a specific
industry. Short-term business loans are customarily intended to finance current operations and typically provide for principal
payment at maturity, with interest payable monthly. Term loans typically provide for floating interest rates, with monthly
payments of both principal and interest.
5
In general, it is the intent of the Bank to take collateral whenever possible, regardless of the loan purpose(s). Collateral
may include, but is not limited to, liens on inventory, accounts receivable, fixtures and equipment, leasehold improvements and
real estate. Where real estate is the primary collateral, the Bank obtains formal appraisals in accordance with applicable
regulations to support the value of the real estate collateral. Typically, the Bank requires all principals and significant
stockholders of a business to be guarantors on all loan instruments. All borrowers must demonstrate the ability to service and
repay not only their obligations to the Bank, but also any and all outstanding business debt, without liquidating the collateral,
based on historical earnings or reliable projections.
Commercial Term
The Bank offers term loans for a variety of needs, including loans for purchases of equipment, machinery or inventory,
business acquisitions, tenant improvements, and refinancing of existing business-related debts. These loans have repayment
terms of up to seven years.
Commercial Lines of Credit
The Bank offers lines of credit for a variety of short-term needs, including lines of credit for working capital, accounts
receivable and inventory financing, and other purposes related to business operations. Commercial lines of credit usually have
a term of 12 months.
International
The Bank offers a variety of international finance and trade services and products, including letters of credit, import
financing (trust receipt financing and bankers’ acceptances) and export financing. Although most of our trade finance activities
are related to trade with Asian countries, all of our loans are made to companies domiciled in the United States, and a substantial
portion of those borrowers are California-based businesses engaged in import and export activities.
Equipment Financing Agreements
Equipment financing agreements have terms ranging from one to seven years. Commercial equipment financing
agreements are secured by the business assets being financed. The Bank generally obtains a personal guaranty of the owner(s)
of the business. Equipment financing agreements are similar to commercial business loans in that the financing agreements are
typically made on the basis of the borrower’s ability to make repayment from the cash flows of the borrower’s business. As a
result, the availability of funds for the repayment of commercial equipment financing agreements may be substantially
dependent on the success of the business itself, which in turn, is often dependent in part upon general economic conditions.
SBA Loans
The Bank originates loans that are guaranteed by the SBA, an independent agency of the federal government. SBA loans
are offered for business purposes such as owner-occupied commercial real estate, business acquisitions, start-ups, franchise
financing, working capital, improvements and renovations, inventory and equipment, and debt-refinancing. SBA loans offer
lower down payments and longer-term financing, which helps small business that are starting out, or about to expand. The
guarantees on SBA loans and SBA express loans are generally 75% and 50% of the principal amount of the loan, respectively.
The Bank typically requires that SBA loans be secured by business assets and by a first or second deed of trust on any available
real property. When the SBA loan is secured by a first deed of trust on real property, the Bank obtains appraisals in accordance
with applicable regulations. SBA loans have terms ranging from five to 25 years depending on the use of the proceeds. To
qualify for a SBA loan, a borrower must demonstrate the capacity to service and repay the loan, without liquidating the
collateral, based on historical earnings or reliable projections.
The Bank normally sells to unrelated third parties a substantial amount of the guaranteed portion of the SBA loans that
it originates. When the Bank sells a SBA loan, it has an option to repurchase the loan if the loan defaults. If the Bank repurchases
a defaulted loan, the Bank will make a demand for the guaranteed portion to the SBA. Even after the sale of an SBA loan, the
Bank retains the right to service the SBA loan and to receive servicing fees. The unsold portions of the SBA loans that remain
owned by the Bank are included in loans receivable on the Consolidated Balance Sheets. As of December 31, 2023, the Bank
had $12.0 million of SBA loans held for sale and $176.9 million of SBA loans in its loan portfolio, and was servicing $539.6
million of SBA loans sold to investors.
6
Off-Balance Sheet Commitments
As part of the suite of services available to its small- to medium-sized business customers, the Bank from time to time
issues formal commitments and lines of credit. These commitments can be either secured or unsecured. They may be revolving
lines of credit for seasonal working capital needs, commercial letters of credit or standby letters of credit. Commercial letters
of credit facilitate import trade. Standby letters of credit are conditional commitments issued by the Bank to guarantee the
performance of a customer to a third party.
Lending Procedures and Lending Limits
Individual lending authority is granted to the Chief Credit Officer and certain additional designated officers. Loans for
which direct and indirect borrower liability exceeds an individual’s lending authority are referred to the Bank’s Management
Credit Committee.
Legal lending limits are calculated in conformance with the California Financial Code, which prohibits a bank from
lending to any one individual, entity or its related interests on an unsecured basis any amount that exceeds 15% of the sum of
such bank’s stockholders’ equity plus the allowance for credit losses, capital notes and any debentures, or 25% on a secured
and unsecured basis. At December 31, 2023, the Bank’s authorized legal lending limits for loans to one borrower was $139.8
million for unsecured loans and an additional $93.2 million for secured and unsecured loans combined.
The Bank seeks to mitigate the risks inherent in its loan portfolio by adhering to strict underwriting practices. The review
of each loan application includes analysis of the applicant’s business, experience, prior credit history, income level, cash flows,
financial condition, tax returns, cash flow projections, and the value of any collateral to secure the loan, based upon reports of
independent appraisers and/or audits of accounts receivable or inventory pledged as security. In the case of real estate loans
over a specified threshold, the review of collateral value includes an appraisal report prepared by an independent Bank-
approved appraiser. All appraisal reports on commercial real property secured loans are either reviewed by an independent
third-party qualified reviewer, or by an appraisal review officer. The review generally covers an examination of the appraiser’s
assumptions and methods, as well as compliance with the USPAP.
Allowance for Credit Losses, Allowance for Credit Losses Related to Off-Balance Sheet Items and Provision for Credit
Losses
The Bank maintains an allowance for credit losses at an appropriate level considered by management to be adequate to
cover the current expected credit losses associated with its loan portfolio under prevailing and forecasted economic conditions.
In addition, the Bank maintains an allowance for credit losses related to off-balance sheet items associated with unfunded
commitments, which is included in other liabilities on the Consolidated Balance Sheets.
The Bank assesses its allowance for credit losses for adequacy on a quarterly basis and more frequently as needed. The
DFPI and the FDIC may require the Bank to recognize additions to the allowance for credit losses through a provision for credit
losses based upon their assessment of the information available to them at the time of their examinations.
Deposits
The Bank offers a traditional array of deposit products, including noninterest-bearing checking accounts, negotiable order
of withdrawal (“NOW”) accounts, savings accounts, money market accounts, and certificates of deposit. These accounts, except
for noninterest-bearing checking accounts, earn interest at rates established by management based on competitive market
factors and management’s desire to increase certain types or maturities of deposit liabilities. Our approach is to tailor products
and bundle those that meet the customer’s needs. This approach is designed to add value for the customer, increase products
per household, and produce higher service fee income.
Available Information
We file reports with the U.S. Securities and Exchange Commission (the “SEC”), including our Proxy Statements, Annual
Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments thereto. The SEC
maintains a website at www.sec.gov, which contains the reports, proxy and information statements and other information we
file with the SEC.
7
We also maintain an Internet website at www.hanmi.com. We make available free of charge through our website our
Proxy Statements, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any
amendments thereto, as soon as reasonably practicable after we file such reports with the SEC. We make our website content
available for information purposes only. It should not be relied upon for investment purposes. None of the information
contained in or hyperlinked from our website is incorporated into this Annual Report on Form 10-K.
Human Capital Resources
Our core values of Integrity, Transparency, Fairness and Collaboration are central to our belief that long-term shareholder
value is derived by serving the best interests of all of our constituents. The success of our business is dependent on our dedicated
employees, who not only strive to provide value to our customers but also provide invaluable support to the communities that
we serve. We recognize that our employees are key to Hanmi’s success and we are committed to building a workplace that can
attract and retain high-caliber talent.
(a) Our People
We strive to make Hanmi an inclusive, safe and healthy workplace, with opportunities for our employees to grow and
develop in their careers. We recruit the best people for the job regardless of gender, ethnicity or other protected traits and it is
our policy to fully comply with all laws applicable to discrimination in the workplace.
At December 31, 2023, the Company employed 615 individuals across our footprint, of which six were part-time. None
of the employees are represented by a union or covered by a collective bargaining agreement. We believe that our employee
relations are good and we have established a cross-functional Employee Engagement Committee with executive leadership to
promote relationship building across the organization.
Employee retention helps us operate efficiently and offers continuity to our customers and the communities we serve. At
December 31, 2023, 44% of our current staff had been with us for at least five years.
(b) Learning and Development
We have a robust learning and development program with broad offerings to help employees achieve their career goals.
Through Hanmi Banking School, the Corporate Learning and Development Department offers a variety of programs to
empower employees with the knowledge and skills they need to be successful and remain competitive. We offer in-house
training led by instructors or through interactive online offerings to all employees. Employees can choose from core workshops
focused on a single concept or job skill, leadership and professional development programming to develop our emerging
leaders, and regulatory compliance training to ensure safe and sound banking practices. In addition to internal training, we offer
a tuition reimbursement program where costs for certain relevant job training is offered to eligible employees.
Our 12-week Management Leadership Program, based on Franklin Covey’s critical practices, brings together mid-level
managers to help our emerging leaders succeed. We also have partnerships with Bankers’ Compliance Group and California
Bankers’ Association to provide timely and relevant webinars and training. In 2021, we launched the Hanmi Credit Trainee
Program, which brings qualified talent with no prior banking experience into a 12-month program with internal and Moody’s
Analytics training courses. Our goal is to train the next generation of bankers and continue to provide opportunities to develop
talent in the communities we serve. In the summer of 2023, our second class of Credit Trainees graduated from this program
and joined our full-time ranks. In the fall of 2023, we launched our third Credit Trainee Program focused on further developing
internal credit staff with targeted courses from a third-party auditing and consulting firm.
(c) Diversity, Equity and Inclusion
Hanmi was founded 40 years ago to serve the underbanked, minority immigrant community in Los Angeles. Our corporate
values reflect the importance of embracing diversity and equitable practices to ensure we are representative of the communities
we serve. As of December 31, 2023:
Women represented 68% of the Company’s workforce, and 62% of the Company’s managerial roles;
Minorities represented 92% of the Company’s workforce, and 94% of the Company’s managerial roles.
8
(d) Compensation and Benefits
As part of our compensation philosophy, we offer competitive salaries and employee benefits to attract and retain superior
talent. Salary grades are informed by a third-party study of compensation in the community banking space. In addition to
healthy base wages, we offer annual bonus opportunities, a company-matched 401(k) Plan, healthcare and insurance benefits,
flexible spending accounts, wellness incentives, long-term disability, paid time off, and employee assistance program.
(e) Employee Health and Safety
We recognize that the success of our business is fundamentally connected to the well-being of our employees. We provide
comprehensive benefits that support their physical and mental health by providing tools and resources to help them improve or
maintain their health status; and that offer choice where possible so they can customize their benefits to meet their needs. We
offer a comprehensive benefits package which includes paid sick and vacation leave; paid holidays; medical, dental, vision,
life and disability insurance package for employees and dependents; various other voluntary benefit offerings, and optional
retirement accounts.
In response to the pandemic, we had implemented significant operating environment changes that we determined were
in the best interest of our employees, as well as the communities in which we operate. These efforts have continued through
the resurgences and include continued safety measures for on-site employees, distribution of personal protective equipment,
and flexible work arrangements (including remote working opportunities) for eligible employees to better support our
workforce.
(f) Community Engagement
As a community bank, we are proud to work with our communities to build a stronger future for all of our stakeholders.
Hanmi is committed to and has a long history of supporting the communities in which we live and work. Through employee
engagement surveys, we have focused our community engagement and employee volunteer efforts in five areas: Youth,
Education, Health, Senior, and Community Development. In 2023, our employees participated in over 1,400 hours of
community service, participating in a variety of educational efforts such as financial literacy, financial education for seniors,
affordable housing education, education for first-time homebuyers and working with various community non-profits.
Insurance
We maintain directors and officers, financial institution bond and commercial insurance at levels deemed adequate by
management to protect Hanmi Financial from certain litigation and other losses.
Competition
The banking and financial services industry is highly competitive. The increasingly competitive environment faced by
banks is primarily the result of changes in laws and regulation, changes in technology and product delivery systems, new
competitors in the market, and the accelerating pace of consolidation among financial service providers. We compete for loans,
deposits and customers with other commercial banks, savings institutions, securities and brokerage companies, mortgage
companies, real estate investment trusts, insurance companies, finance companies, money market funds, credit unions, financial
technology companies, and other non-bank financial service providers. Some of these competitors are larger in total assets and
capitalization, have greater access to capital markets, including foreign-ownership, more extensive and established branch
networks and/or offer a broader range of financial products and services, such as trust services, which the Bank does not
provide.
Other institutions, including brokerage firms, credit card companies and retail establishments, offer banking services and
products to consumers that are in direct competition with the Bank, including money market funds with check access and cash
advances on credit card accounts. In addition, many non-bank competitors are not subject to the same extensive federal or state
regulations that govern bank holding companies and federally insured banks.
The Bank’s direct competitors are community banks that focus their marketing efforts on Korean-American, Asian-
American and immigrant-owned businesses, while offering the same or similar services and products as those offered by the
Bank. These banks compete for loans and deposits primarily through the interest rates and fees they charge, and the convenience
and quality of service they provide to customers.
9
Economic, Legislative and Regulatory Developments
Future profitability, like that of most financial institutions, is primarily dependent on interest rate differentials and credit
quality. In general, the difference between the interest rates paid by us on interest-bearing liabilities, such as deposits and other
borrowings, and the interest rates received by us on our interest-earning assets, such as loans extended to our customers and
securities held in our investment portfolio, will comprise the major portion of our earnings. These rates are highly sensitive to
many factors that are beyond our control, such as inflation, recession and unemployment, and the impact that future changes
in domestic and foreign economic conditions might have on us.
Our business is also influenced by the monetary and fiscal policies of the Board of Governors of the Federal Reserve
System (the “Federal Reserve”), the federal government, and the policies of regulatory agencies, particularly the FDIC and the
DFPI. The Federal Reserve implements national monetary policies (with objectives such as curbing inflation and combating
recession) through its open-market operations in U.S. government securities, by adjusting the required level of reserves for
depository institutions subject to its reserve requirements, and by varying the target federal funds and discount rates applicable
to borrowings by depository institutions. The actions of the Federal Reserve in these areas influence the growth of bank loans,
investments and deposits, and affect interest earned on interest-earning assets and interest paid on interest-bearing liabilities.
The nature and impact on us of any future changes in monetary and fiscal policies cannot be predicted.
From time to time, federal and state legislation is enacted that may have the effect of materially increasing the cost of
doing business, limiting or expanding permissible activities, or affecting the competitive balance between banks and other
financial services providers, such as federal legislation permitting affiliations among commercial banks, insurance companies
and securities firms. We cannot predict whether or when any potential legislation will be enacted, and if enacted, the effect that
it, or any implementing regulations, would have on our financial condition or results of operations. In addition, the outcome of
any investigations initiated by state authorities or litigation raising issues may result in necessary changes in our operations,
additional regulation and increased compliance costs.
Regulation and Supervision
(a) General
The Company, which is a bank holding company, and the Bank, which is a California-chartered state nonmember bank,
are subject to significant regulation and restrictions by federal and state laws and regulatory agencies. The applicable statutes
and regulations, among other things, restrict activities and investments in which we may engage and our conduct of them,
impose capital requirements with which we must comply, impose various reporting and information collecting obligations upon
us, and subject us to comprehensive supervision and regulation by regulatory agencies. The federal and state banking statutes
and regulations and the supervision, regulation and examination of banks and their parent companies by the regulatory agencies
are intended primarily for the maintenance of the safety and soundness of banks and their depositors, the Deposit Insurance
Fund (“DIF”) of the FDIC, and the financial system as a whole, rather than for the protection of stockholders or creditors of
banks or their parent companies.
The following discussion of statutes and regulations is a summary and does not purport to be complete, nor does it address
all applicable statutes and regulations. This discussion is qualified in its entirety by reference to the statutes and regulations
referred to in this discussion. Banking statutes, regulations and policies are continuously under review by federal and state
legislatures and regulatory agencies, and a change in them could have a material adverse effect on our business, such as
materially increasing the cost of doing business, limiting or expanding permissible activities, or affecting the competitive
balance between banks and other financial services providers.
We cannot predict whether or when other legislation or new regulations may be enacted, and if enacted, the effect that
new legislation, or any implemented regulations and supervisory policies, would have on our financial condition and results of
operations. Such developments may further alter the structure, regulation, and competitive relationship among financial
institutions, and may subject us to increased regulation, disclosure, and reporting requirements.
10
(b) Legislation and Regulatory Developments
Legislative and regulatory developments to date, as well as those that come in the future, have had, and are likely to
continue to have, an impact on the conduct of our business. Additional legislation, changes in rules promulgated by federal and
state bank regulators, or changes in the interpretation, implementation, or enforcement of existing laws and regulations, may
directly affect the method of operation and profitability of our business. The profitability of our business may also be affected
by laws and regulations that impact the business and financial sectors in general.
In the exercise of their supervisory and examination authority, the regulatory agencies have emphasized corporate
governance, stress testing, enterprise risk management and other board responsibilities; anti-money laundering compliance and
enhanced high-risk customer due diligence; vendor management; cybersecurity; and fair lending and other consumer
compliance obligations.
(c) Capital Adequacy Requirements
Bank holding companies and banks are subject to various regulatory capital requirements administered by state and
federal banking regulators. The current capital rules require banking organizations to maintain: (i) a minimum capital ratio of
Common Equity Tier 1 to risk-weighted assets of 4.50%; (ii) a minimum capital ratio of Tier 1 capital to risk-weighted assets
of 6.00%; (iii) a minimum capital ratio of total capital to risk-weighted assets of 8.00%; and (iv) a minimum leverage ratio of
Tier 1 capital to adjusted average consolidated assets of 4.00%. In addition, the current capital rules require a capital
conservation buffer of 2.50% above the minimum capital ratios. Banking organizations with capital ratios above the minimum
capital ratio but below the capital conservation buffer will face limitation on the payment of dividends, common stock
repurchases and discretionary cash payments to executive officers. The federal banking regulators may require banks and bank
holding companies subject to enforcement actions to maintain capital ratios in excess of the minimum ratios otherwise required
to be deemed well capitalized, in which case institutions may no longer be deemed to be well capitalized and may therefore be
subject to restrictions on taking brokered deposits.
Capital adequacy requirements 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 requirements for banking organizations
require capital ratios that vary based on the perceived degree of risk associated with an 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. Banking organizations 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.
At December 31, 2023, the Company and the Bank’s total risk-based capital ratios were 14.95% and 14.27%,
respectively; Tier 1 risk-based capital ratios were 12.20% and 13.26%, respectively; Common Equity Tier 1 capital ratios were
11.86% and 13.26%, respectively, and Tier 1 leverage capital ratios were 10.37% and 11.32%, respectively, all of which ratios
exceeded the minimum percentage requirements for the Bank to be deemed “well-capitalized” and for the Company to meet
and exceed all applicable capital ratio requirements for regulatory purposes. The Bank’s capital conservation buffer was 6.27%
and 5.86%, and the Company’s capital conservation buffer was 6.20% and 5.71% as of December 31, 2023 and 2022,
respectively. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Capital
Resources.”
Management believes that, as of December 31, 2023, the Company and the Bank met all applicable capital requirements
to which they were subject. Bank regulators may also continue their past policies of expecting banks to maintain additional
capital beyond the new minimum requirements. The implementation of more stringent requirements to maintain higher levels
of capital, or to maintain higher levels of liquid assets, could adversely impact the Company’s net income and return on equity,
restrict the ability to pay dividends or executive bonuses, and require the raising of additional capital.
(d) Bank Holding Company Regulation
The Company is a bank holding company that is subject to comprehensive supervision, regulation, examination and
enforcement by the Federal Reserve.
11
Bank holding companies and their subsidiaries are subject to significant regulation and restrictions by Federal and State
laws and regulatory agencies, which may affect the cost of doing business, and may limit permissible activities and expansion
or impact the competitive balance between banks and other financial services providers. Federal and state banking laws and
regulations, among other things:
Require periodic reports and such additional reports of information as the Federal Reserve may require;
Limit the scope of bank holding companies’ activities and investments;
Require bank holding companies to meet or exceed certain levels of capital (See “Capital Adequacy Requirements”
above);
Require that bank holding companies serve as a source of financial and managerial strength to subsidiary banks and
commit resources as necessary to support each subsidiary bank;
Limit dividends payable to shareholders and restrict the ability of bank holding companies to obtain dividends or
other distributions from their subsidiary banks. The Company’s ability to pay dividends on both its common and
preferred stock is subject to legal and regulatory restrictions. Substantially all of the Company’s funds to pay
dividends or to pay principal and interest on our debt obligations are derived from dividends paid by the Bank;
Require a bank holding company to terminate an activity or terminate control of or liquidate or divest certain
subsidiaries, affiliates or investments if the Federal Reserve believes the activity or the control of the subsidiary or
affiliate constitutes a significant risk to the financial safety, soundness or stability of any bank subsidiary;
Require the prior approval of senior executive officer or director changes and prohibit golden parachute payments,
which are contingent upon termination, including change in control agreements, or new employment agreements
with such payment terms, if an institution is in “troubled condition”;
Regulate provisions of certain bank holding company debt, including the authority to impose interest ceilings and
reserve requirements on such debt and require prior approval to purchase or redeem securities; and
Require prior Federal Reserve approval to acquire substantially all the assets of a bank, to acquire more than 5.0%
of a class of voting shares of a bank, or to merge with another bank holding company and consider certain
competitive, management, financial, anti-money-laundering compliance, potential impact on U.S. financial stability
or other factors in granting these approvals, in addition to similar California or other state banking agency approvals
which may also be required.
Examinations are designed to inform the Federal Reserve of the financial condition and nature of the operations of the
bank holding company and its subsidiaries and to monitor compliance with the BHCA and other laws affecting the operations
of bank holding companies. To determine whether potential weaknesses in the condition or operations of bank holding
companies might pose a risk to the safety and soundness of their subsidiary banks, examinations focus on whether a bank
holding company has adequate systems and internal controls in place to manage the risks inherent in its business, including
credit risk, interest rate risk, market risk, liquidity risk, operational risk, legal risk and reputation risk. Bank holding companies
may be subject to potential enforcement actions by the Federal Reserve for unsafe or unsound practices in conducting their
businesses or for violations of any law, regulation or any condition imposed in writing by the Federal Reserve. Enforcement
actions may include the issuance of cease-and-desist orders, the imposition of civil money penalties, the requirement to meet
and maintain specific capital levels for any capital measure, the issuance of directives to increase capital, formal and informal
agreements, or removal and prohibition orders against officers or directors and other institution-affiliated parties. The Company
is a bank holding company within the meaning of Section 3700 of the California Financial Code. Therefore, the Company and
any of its subsidiaries are subject to examination by, and may be required to file reports with, the DFPI. The DFPI's approval
may also be required for certain mergers and acquisitions.
(e) Bank Regulation
The Bank is a California state-chartered commercial bank whose deposits are insured by the FDIC. The FDIC is its
primary federal bank regulator and the DFPI is the Bank’s primary state bank regulator. The Bank is subject to comprehensive
supervision, regulation, examination and enforcement by the FDIC and the DFPI. 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, investments, loans, 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.
12
Banks are also subject to restrictions on their ability to conduct transactions with affiliates and other related parties. The
Federal Reserve's Regulation O imposes limitations on loans or extensions of credit to “insiders,” including officers, directors,
and principal shareholders. Section 23A of the Federal Reserve Act and its implementing regulation, Regulation W impose
quantitative limits, qualitative requirements, and collateral requirements on certain transactions with, or for the benefit of, its
bank affiliates. Transactions covered by Section 23A and Regulation W generally include, among other things, loans,
extensions of credit, investments in securities issued by an affiliate, and acquisitions of assets from an affiliate. Section 23B of
the Federal Reserve Act and Regulation W require that most types of transactions by a bank with, or for the benefit of, an
affiliate be on terms and under circumstances that are substantially the same, or at least as favorable to the bank as those
prevailing for comparable transactions with unaffiliated parties. The Dodd-Frank Wall Street Reform and Consumer Protection
Act (“Dodd-Frank”) expanded definitions and restrictions on transactions with affiliates under Sections 23A and 23B, and also
lending limits for derivative transactions, repurchase agreements, and securities lending and borrowing transactions.
Pursuant to the Federal Deposit Insurance Act (“FDI Act”) and the California Financial Code, California state-chartered
commercial banks may generally engage in any activity permissible for national banks. Therefore, the Bank may form
subsidiaries to engage in the activities commonly conducted by national banks in operating subsidiaries. Further, the Bank may
conduct certain “financial” activities permitted under the Gramm-Leach-Bliley Act of 1999 in a “financial subsidiary” to the
same extent as may a national bank, provided the Bank is and remains “well-capitalized,” “well-managed” and in satisfactory
compliance with the Community Reinvestment Act (“CRA”). The Bank currently has no financial subsidiaries.
(f) 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 appropriate 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: (1) internal controls, information
systems and security, and internal audit systems; (2) loan documentation; (3) credit underwriting; (4) interest-rate exposure;
(5) asset growth and asset quality; and (6) compensation, fees, and benefits. Further, the regulatory agencies have adopted
safety and soundness guidelines for asset quality and for evaluating and monitoring earnings to ensure that earnings are
sufficient for the maintenance of adequate capital and reserves. If, as a result of an examination, the DFPI or FDIC, as
applicable, determines 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 or engaged in unsafe or unsound practices, 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 could preclude
the Bank from being deemed well capitalized and restrict its ability to accept certain brokered deposits;
Restrict the Bank’s growth geographically, by products and services, or by mergers and acquisitions, including
bidding in FDIC receiverships for failed banks;
Enter into or issue supervisory requirements or informal or formal enforcement actions, including required Board
resolutions, Matters Requiring Board Attention, written agreements, prompt corrective action orders, and cease and
desist orders requiring cessation of certain practices or the taking of corrective action;
Require the sale of subsidiaries or assets;
Limit dividend and distributions;
Require prior approval of senior executive officer or director changes, or remove officers and directors;
Assess civil monetary penalties; and
Terminate FDIC insurance, revoke the charter and/or take possession of and close and liquidate the Bank or appoint
the FDIC as receiver.
13
(g) 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 and loan industries. The
FDIC insures our customer deposits through the DIF up to prescribed limits for each depositor. As a general matter, the
maximum deposit insurance amount is $250,000 per depositor, per ownership category, per FDIC-insured bank. The amount
of FDIC assessments paid by each DIF member institution is based on its relative risk of default as measured by FDIC modeling,
based on regulatory capital and other financial ratios as well as supervisory factors. The FDIC may terminate a depository
institution’s deposit insurance upon a finding that the institution’s financial condition is unsafe or unsound, or that the institution
has engaged in unsafe or unsound practices that pose a risk to the DIF or that may prejudice the interest of the bank’s depositors.
The termination of deposit insurance for a bank would also result in the revocation of the bank’s charter by the DFPI.
We are generally unable to control the amount of premiums that we are required to pay for FDIC insurance, which can
be affected by the cost of bank failures to the FDIC among other factors. The FDIC adopted a final rule in October 2022 to
increase initial base deposit insurance assessment rates by two basis points beginning in the first quarterly assessment period
of 2023. As a result, effective January 1, 2023, assessment rates for institutions of the Bank’s size will range from 2.5 to 42
basis points. Any additional future increases in FDIC insurance premiums 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. Additionally, on November
29, 2023, the FDIC adopted a final rule to implement a special assessment to recover the loss to the DIF arising from the
protection of uninsured depositors following the closures of two regional banks in the spring of 2023; the special assessment
will only be paid by banking organizations with $5 billion or more in assets, effective through December 31, 2022 and will
exclude the first $5 billion in estimated uninsured deposits. Thus, any banking organizations that reported $5 billion or less in
estimated uninsured deposits as of December 31, 2022 would not be subject to the special assessment.
(h) Prompt Corrective Action Provisions
The FDI Act requires the federal bank regulatory agencies to take “prompt corrective action” with respect to a depository
institution if that institution does not meet certain capital adequacy requirements, 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.
To be considered well-capitalized under the prompt corrective action standards, the Bank is required to maintain a
Common Equity Tier 1 capital ratio of at least 6.50%, a Tier 1 risk-based capital ratio of at least 8.00%, a total risk-based
capital ratio of at least 10.00%, and a Tier 1 leverage ratio of at least 5.00%.
(i) Dividends
The Company depends in part upon dividends received from the Bank to fund its activities, including the payment of
dividends. The Company and the Bank are subject to various federal and state restrictions on their ability to pay dividends. 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 its banking subsidiaries. The Federal Reserve also
discourages dividend payment ratios that are at maximum allowable levels unless both asset quality and capital are very strong.
In addition, the federal bank regulators are authorized to prohibit a bank or bank holding company from engaging in unsafe or
unsound banking practices and, depending upon the circumstances, could find that paying a dividend or making a capital
distribution would constitute an unsafe or unsound banking practice.
The Bank is a legal entity that is separate and distinct from its holding company. The Company 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 Company
and for the ability of the Company to pay dividends to shareholders. Future cash dividends by the Bank will also depend upon
management’s assessment of future capital requirements, contractual restrictions, and other factors. The current capital rules
may restrict dividends by the Bank if the additional capital conservation buffer is not achieved.
14
The power of the Board of Directors of the Bank to declare a cash dividend to the Company 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 shareholders 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: (1) retained earnings of the
bank; (2) the net income of the bank for its last fiscal year; or (3) the net income of the bank for its current fiscal year.
(j) Operations and Consumer Compliance Laws
The Bank must comply with numerous federal and state anti-money laundering and consumer protection statutes and
implementing regulations, including the USA PATRIOT Act of 2001, 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. Noncompliance with any of these laws could subject the Bank to compliance
enforcement actions as well as lawsuits, and could also result in administrative penalties, including fines and reimbursements.
The Bank and the Company are also subject to federal and state laws prohibiting unfair or fraudulent business practices, untrue
or misleading advertising, and unfair competition.
These laws and regulations mandate certain disclosure and reporting requirements, regulate the manner in which financial
institutions must deal with customers when taking deposits, making loans, servicing, collecting and foreclosure of loans, and
providing other services. Failure to comply with these laws and regulations can subject the Bank to various penalties, including
but not limited to enforcement actions, injunctions, fines or criminal penalties, punitive damages to consumers, and the loss of
certain contractual rights. The CRA is intended to encourage banks to help meet the credit needs of the communities in which
they operate, including low and moderate-income neighborhoods, consistent with safe and sound operations. The bank
regulators examine and assign each bank a public CRA rating. The CRA requires the bank regulators to take into account the
bank’s record in meeting the needs of its communities when considering an application by a bank to establish or relocate a
branch or to conduct certain mergers or acquisitions, or an application by the parent holding company to merge with another
bank holding company or acquire a banking organization. An unsatisfactory CRA record could substantially delay approval or
result in denial of an application. The Bank was rated “Satisfactory” in meeting community credit needs under the CRA at its
most recent examination for CRA performance. On October 24, 2023, the FDIC, the Federal Reserve Board, and the Office of
the Comptroller of the Currency issued a final rule to strengthen and modernize the CRA regulations. Under the final rule,
banks with assets of at least $2 billion as of December 31 in both of the prior two calendar years will be a “large bank.” The
agencies will evaluate large banks under four performance tests: the Retail Lending Test, the Retail Services and Products Test,
the Community Development Financing Test, and the Community Development Services Test. The applicability date for the
majority of the provisions in the CRA regulations is January 1, 2026, and additional requirements will be applicable on January
1, 2027.
Dodd-Frank provided for the creation of the Consumer Protection Financial Bureau (the “CFPB”), which has 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 banks, and banks with $10 billion or
more in assets are subject to examination by the CFPB. Banks with less than $10 billion in assets, including the Bank, continue
to be examined for compliance by their primary federal banking agency.
(k) Federal Home Loan Bank System
The Bank is a member and holder of the capital stock of the Federal Home Loan Bank of San Francisco (“FHLBSF”).
There are eleven Federal Home Loan Banks (each, an “FHLB”) across the U.S. owned by their members. Each FHLB serves
as a reserve or central bank for its members within its assigned region and makes available loans or advances to its members.
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 FHLBSF is currently required to own stock in an amount equal to the greater of: (i) a
membership stock requirement of 1.0% of an institution’s “membership asset value” which is determined by multiplying the
amount of the member’s membership assets by the applicable membership asset factors and is capped at $15.0 million; or (ii)
an activity-based stock requirement (2.7% of the member’s outstanding advances and 0.10% of outstanding letter of credit). At
December 31, 2023, the Bank was in compliance with the FHLBSF’s stock ownership requirement, and our investment in
FHLBSF capital stock was $16.4 million. As of December 31, 2023, the total borrowing capacity available based on pledged
15
collateral and the remaining available borrowing capacity were $1.54 billion and $1.09 billion, respectively, compared to $1.54
billion and $1.07 billion, respectively, as of December 31, 2022.
(l) Impact of Monetary Policies
The earnings and growth of the Bank are largely dependent on its ability to maintain a favorable differential or spread
between the yield on its interest-earning assets and the rates paid on its deposits and other interest-bearing liabilities. As a
result, the Bank’s performance is influenced by general economic conditions, both domestic and foreign, the monetary and
fiscal policies of the federal government, and the policies of the regulatory agencies. The Federal Reserve implements national
monetary policies (such as seeking to curb inflation and combat recession) by its open-market operations in U.S. government
securities 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.
(m) Regulation of Non-Bank Subsidiaries
Non-bank subsidiaries may be 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.
(n) Federal Securities Law
The Company’s common stock is registered with the SEC under the Exchange Act. The Company is subject to the
information and proxy solicitation requirements, insider trading restrictions and other requirements under the Exchange Act.
(o) Board Diversity
The California Corporations Code requires all public companies (defined as companies with outstanding shares listed on
a major United States stock exchange) that are headquartered in California to have at least three female directors (assuming a
board size of at least six directors) and at least three directors from an underrepresented community, defined as “an individual
who self identifies as Black, African American, Hispanic, Latino, Asian, Pacific Islander, Native American, Native Hawaiian,
or Alaska Native, or who self identifies as gay, lesbian, bisexual, or transgender” by the end of calendar year 2022 (assuming
the board size of at least nine directors). Two Los Angeles Superior Courts have struck down these California board diversity
laws as unconstitutional and enjoined implementation and enforcement of the legislation. The California Secretary of State has
appealed these decisions. Nonetheless, the Company was in compliance with these requirements as of December 31, 2023.
In August 2021, the SEC approved a new Nasdaq Stock Market listing rule that would require each company (1) to have
at least one director who self-identifies as a female, and (2) to have at least one director who self-identifies as Black or African
American, Hispanic or Latino, Asian, Native American or Alaska Native, Native Hawaiian or Pacific Islander, two or more
races or ethnicities, or as LGBTQ+, or (3) to explain why the company does not have at least two directors on its board who
self-identify in the categories listed above. The rule also requires Nasdaq-listed companies to provide statistical information in
a proposed uniform format on the company’s board of directors related to a director’s self-identified gender, race, and self-
identification as LGBTQ+. Each Nasdaq-listed company would have one year from the date the SEC approves the Nasdaq rule
to comply with requirement for statistical information regarding diversity. Nasdaq-listed companies would have two years from
the date the SEC approves the Nasdaq rule to have, or explain why it does not have, one diverse director and four years after
the SEC approves the Nasdaq rule to have, or explain why it does not have, two diverse directors.
Item 1A. Risk Factors
You should carefully consider the risks and uncertainties described below, together with the information included
elsewhere in this Report and other documents we file with the SEC. The following risks and uncertainties described below are
those that we have identified as material. Events or circumstances arising from one or more of these risks could adversely affect
our business, financial condition, operating results and prospects and the price of our common stock. The risks identified below
are not intended to be a comprehensive list of all risks we face. Additional risks and uncertainties not presently known to us,
or that we may currently view as not material, may also adversely impact our financial condition, business operations and
results of operations.
Risks Related to our Lending Activities
Our concentrations of loans in certain industries could have adverse effects on credit quality. As of December 31,
2023, the Bank’s loan portfolio included loans to: (i) lessors of non-residential buildings of $1.74 billion, or 28.2% of total
loans; (ii) borrowers in the hospitality industry of $744.6 million, or 12.0% of total loans; and (iii) borrowers in the retail
16
industry of $296.7 million, or 5.0% of total loans. Because of these concentrations of loans in specific industries, a deterioration
within these industries could affect the ability of borrowers, guarantors and related parties to perform in accordance with the
terms of their loans, which could have material and adverse consequences on our financial condition and results of operations.
Our emphasis on commercial lending may expose us to increased lending risks. At December 31, 2023, $4.64 billion,
or 75.0%, of total loans consisted of commercial real estate and commercial and industrial loans. These portfolios have grown
in recent years and the Bank intends to continue to emphasize these types of lending. These types of loans may expose a lender
to greater risk of non-payment and loss than residential real estate loans because repayment of the loans often depends on the
successful operation of the property or the borrower’s business and the income stream of the borrowers. Such loans typically
involve larger loan balances to single borrowers or groups of related borrowers compared to residential real estate loans. These
loans also expose us to greater credit risk than loans secured by residential real estate because 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 for a single or multi-family residential property because there are fewer potential purchasers
of the collateral. Commercial and industrial loans are typically affected by the borrowers’ ability to repay the loans from the
cash flows of their businesses. These loans may involve greater risk because the availability of funds to repay each loan depends
substantially on the success of the business itself. The collateral securing the loans and leases often depreciates over time, is
difficult to appraise and liquidate and fluctuates in value based on the success of the business.
Our focus on lending to small- to mid-sized community-based businesses may increase our credit risk. Most of our
commercial business and commercial real estate loans are made to small- or middle-market businesses. These businesses
generally have fewer financial resources in terms of capital or borrowing capacity than larger entities and have a heightened
vulnerability to economic conditions. If general economic conditions in the markets in which we operate negatively impact this
customer sector, our results of operations and financial condition may be adversely affected. Furthermore, the deterioration of
our borrowers’ businesses may hinder their ability to repay their loans with us, which could have a material adverse effect on
our business, financial condition, results of operations, and cash flows.
Our loan portfolio is predominantly secured by real estate and thus we have a higher degree of risk from a downturn
in our real estate markets, especially a downturn in the Southern California real estate market. A downturn in the real estate
markets could hurt our business because many of our loans are secured by real estate, predominantly in California. Real estate
values and real estate markets are generally affected by changes in national, regional or local economic conditions, fluctuations
in interest rates and the availability of loans to potential purchasers, changes in tax laws and other governmental statutes,
regulations and policies, and acts of nature, such as earthquakes and natural disasters and pandemics. Further, a return of
recessionary conditions and/or negative developments in the domestic and international credit markets may significantly affect
the markets in which we do business, the value of our loans, investments, collateral securing our loans and classified assets,
reduce the demand for our products and services, and/or adversely affect our ongoing operations, costs and profitability. If real
estate values decline, the value of real estate collateral securing our loans could be significantly reduced. Our ability to recover
on defaulted loans by foreclosing and selling the real estate collateral would then be diminished, and we would be more likely
to suffer material losses on defaulted loans.
We are exposed to risk of environmental liabilities with respect to properties to which we take title. In the course of our
business, we may foreclose and take title to real estate, and could be subject to environmental liabilities with respect to these
properties. We may be held liable to a governmental entity or to third parties for property damage, personal injury or
investigation and clean-up costs incurred by these parties in connection with environmental contamination or the release of
hazardous or toxic substances at a property. The costs associated with investigation or remediation activities could be
substantial. In addition, if we are the owner or former owner of a contaminated site, we may be subject to claims by third parties
based on damages and costs resulting from environmental contamination emanating from the property. In addition, future laws
or more stringent interpretations or enforcement policies with respect to existing laws may increase our exposure to
environmental liability. Although we have policies and procedures to perform an environmental review before initiating any
foreclosure on nonresidential real property, these reviews may not be sufficient to detect all potential environmental hazards.
If we become subject to significant environmental liabilities, our business, financial condition, results of operations and
prospects could be materially and adversely affected.
Risks Related to Local and International Economic Conditions
Inflation can have an adverse impact on our business and on our customers. Inflation risk is the risk that the value of
assets or income from investments will be worth less in the future as inflation decreases the value of money. In response to
market indicators of a pronounced rise in inflation, the Federal Reserve raised certain benchmark interest rates to combat
inflation. As discussed below under “—Risks Related to Market Interest Rates— Our earnings are affected by changing interest
rates,” as inflation increases and market interest rates rise the value of our investment securities, particularly those with longer
17
maturities decrease, although this effect can be less pronounced for floating rate instruments. In addition, inflation generally
increases the cost of goods and services we use in our business operations, such as electricity and other utilities, which increases
our non-interest expenses. Furthermore, our customers are also affected by inflation and the rising costs of goods and services
used in their households and businesses, which could have a negative impact on their ability to repay their loans with us.
Sustained higher interest rates by the Federal Reserve to tame persistent inflationary price pressures could also push down asset
prices and weaken economic activity. A deterioration in economic conditions in the United States and our markets could result
in an increase in loan delinquencies and non-performing assets, decreases in loan collateral values and a decrease in demand
for our products and services, all of which, in turn, would adversely affect our business, financial condition and results of
operations.
Deteriorating business and economic conditions can adversely affect our industry and business. Our financial
performance generally, and the ability of borrowers to make payments on outstanding loans and the value of the collateral
securing those loans, is highly dependent upon the business and economic conditions in the markets in which we operate and
in the United States as a whole. A return of recessionary conditions and/or negative developments in the domestic and
international credit markets may significantly affect the markets in which we do business, the value of our loans, investments,
and collateral securing our loans and classified assets, reduce the demand for our products and services, and/or adversely affect
our ongoing operations, costs and profitability. In addition, rising geopolitical risks nationally and abroad may adversely impact
the economy and financial markets in the United States. These economic pressures may adversely affect our business, financial
condition, results of operations, and stock price. In particular, we may face the following risks in connection with deterioration
in economic conditions:
Problem assets and foreclosures may increase;
Our allowance for credit losses may increase;
Demand for our products and services may decline;
Low cost or non-interest-bearing deposits may decrease;
Inflation may accelerate, which may increase our operating costs and also may increase real estate costs and lower
customer buying power, thereby reducing loan demand;
The value of our securities portfolio may decrease; and
Collateral for loans made by us, especially real estate, may decline in value.
Our banking operations are concentrated primarily in California, Illinois, Texas, Georgia, and New York. Adverse
economic conditions in these states in particular could impair borrowers’ ability to repay their loans, decrease the level and
duration of deposits by customers, and erode the value of loan collateral. Adverse economic conditions can potentially cause a
decline in real estate sales and prices, the recurrence of an economic recession, and higher rates of unemployment. These
conditions could increase the amount of our non-performing assets and have an adverse effect on our ability to collect on our
non-performing loans or otherwise liquidate our non-performing assets (including other real estate owned) on terms favorable
to us, if at all, any of which may cause us to incur losses, adversely affect our capital, and hurt our business.
Our Southern California concentration means economic conditions in Southern California could adversely affect our
operations. Though the Bank’s operations have expanded outside of our original Southern California focus, the majority of our
loan and deposit concentration is still primarily in Los Angeles County and Orange County in Southern California. Because of
this geographic concentration, our results depend largely upon economic conditions in these areas. A deterioration in the
economic conditions or a significant natural disaster, pandemics or disease in these market areas, could have a material adverse
effect on the quality of the Bank’s loan portfolio, the demand for our products and services, and on our overall financial
condition and results of operations.
Changing conditions in South Korea could adversely affect our business. A substantial number of our customers have
economic and cultural ties to South Korea and, as a result, we are likely to feel the effects of adverse economic and political
conditions in South Korea. U.S. and global economic policies, political or political tension, and global economic conditions
may adversely impact the South Korean economy.
Management closely monitors our exposure to the South Korean economy and, to date, we have not experienced any
significant loss attributable to our exposure to South Korea. Nevertheless, our efforts to minimize exposure to downturns in the
South Korean economy may not be successful in the future, and a significant downturn in the South Korean economy could
have a material adverse effect on our financial condition and results of operations. If economic conditions in South Korea
18
change, we could experience an outflow of deposits from our customers with connections to South Korea, which could have a
material adverse effect on our financial condition and results of operations.
Risk Related to Laws and Regulation and Their Enforcement
Changes in laws and regulations and the associated cost of regulatory compliance may adversely affect our operations
and/or increase our costs of operations. We are subject to extensive regulation, supervision and examination by our banking
regulators. Such regulation and supervision govern the activities in which a financial institution and its holding company may
engage and are intended primarily for the protection of insurance funds and the depositors and borrowers of Hanmi Bank rather
than for the protection of our stockholders. Regulatory authorities have extensive discretion in their supervisory and
enforcement activities, including the ability to impose restrictions on our operations, comment on the classification of our
assets, and determine the level of our allowance for credit losses. These regulations, along with the currently existing tax,
accounting, securities, deposit insurance and monetary laws, rules, standards, policies, and interpretations, control the ways
financial institutions conduct business, implement strategic initiatives, and prepare financial reporting and disclosures. Changes
in such regulation and oversight, whether in the form of regulatory policy, new regulations, legislation or supervisory action,
may have a material impact on our operations. Further, compliance with such regulation may increase our costs and limit our
ability to pursue business opportunities.
Monetary policies and regulations of the Federal Reserve Board could adversely affect our business, financial
condition, and results of operations. Our earnings and growth are affected by the policies of the Federal Reserve Board. An
important function of the Federal Reserve Board is to regulate the money supply and credit conditions. Among the instruments
used by the Federal Reserve Board to implement these objectives are open market purchases and sales of U.S. government
securities, adjustments of the discount rate and changes in banks’ reserve requirements against certain transaction account
deposits. These instruments are used in varying combinations to influence overall economic growth and the distribution of
credit, bank loans, investments and deposits. Their use also affects interest rates charged on loans or paid on deposits. The
monetary policies and regulations of the Federal Reserve Board have a significant effect on the overall economy and the
operating results of financial institutions.
Additional requirements imposed by Dodd-Frank and other regulations, including additional requirements imposed
by the CFPB, could adversely affect us. Dodd-Frank and related regulations subject us and other financial institutions to more
restrictions, oversight, reporting obligations and costs. In addition, this increased regulation of the financial services industry
places restrictions on compensation practices and interest rates for customers. Federal and state regulatory agencies also
frequently adopt changes to their regulations or change the manner in which existing regulations are applied.
Dodd-Frank created the CFPB, which is tasked with establishing and implementing rules and regulations under certain
federal consumer protection laws with respect to the conduct of providers of certain consumer financial products and services.
The CFPB has rulemaking authority over many of the statutes governing products and services offered to bank consumers.
Current and future legal and regulatory requirements, restrictions and regulations, including those imposed under Dodd-
Frank, may adversely impact our business, financial condition, and results of operations, may require us to invest significant
management attention and resources to evaluate and make any changes required by the legislation and accompanying rules. If
we fail to comply with applicable consumer rules and regulations, we may be subject to adverse enforcement actions, fines or
penalties.
We face a risk of non-compliance 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, 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 engaged in coordinated enforcement efforts with
the individual federal banking regulators, as well as the U.S. Department of Justice, Drug Enforcement Administration, and
Internal Revenue Service. We are also subject to increased scrutiny of our compliance with the rules enforced by the Office of
Foreign Assets Control and compliance with the Foreign Corrupt Practices Act. If our policies, procedures and systems are
deemed deficient, we could be subject to liability, including fines and regulatory actions, which may include restrictions on our
ability to pay dividends and to obtain regulatory approvals to proceed with certain transactions, including conducting
acquisitions or establishing new branches. Failure to maintain and implement adequate programs to combat money laundering
and terrorist financing could also have serious reputational consequences for us.
19
Future changes to the FDIC assessment rate could adversely affect our earnings. The amount of premiums that we
are required to pay for FDIC insurance is generally beyond our control. If there are additional bank or financial institution
failures, if our risk classification changes, or the method for calculating premiums change, this may impact assessment rates,
which may have a material and adverse effect on our earnings.
Risks Related to Our Operations
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, including brokered deposits, borrowings, the sale of securities and
loans, and other sources, could have a material adverse effect on our liquidity. Our access to funding sources in amounts
adequate to finance our activities could be impaired by factors that affect us specifically or the financial services industry in
general. Factors that could detrimentally impact our access to liquidity sources include a decrease in the level of our business
activity due to a market downturn or adverse regulatory action against us. Furthermore, if certain funding sources become
unavailable, we may need to seek alternatives at higher costs, which would negatively impact our results of operations.
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.
The soundness of other financial institutions could adversely affect us. Financial services 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, mutual and hedge funds, and other institutional clients. Many of these
transactions expose us to credit risk in the event of default of our counterparty or client. In addition, our credit risk may be
exacerbated when the collateral held by us cannot be obtained or is liquidated at prices not sufficient to recover the full amount
of the financial instrument exposure due us. Any such losses could have a material adverse effect on our financial condition
and results of operations.
A failure in or breach of our operational or security systems or infrastructure, including as a result of cyber-attacks
or data breaches, could disrupt our businesses, result in the disclosure or misuse of confidential or proprietary information,
damage our reputation, increase our costs and/or cause losses. As a financial institution, we depend on our ability to process,
record and monitor a large number of customer transactions. As our customer base and locations have expanded throughout
the U.S., and as customer, public, legislative and regulatory expectations regarding operational and information security have
increased, our operational systems and infrastructure must continue to be safeguarded and monitored for potential failures,
disruptions and breakdowns.
Our business, financial, accounting, data processing and other operating systems and facilities may stop operating
properly or become disabled or damaged as a result of a number of factors, including events that are wholly or partially beyond
our control. For example, there could be: sudden increases in customer transaction volume; electrical or telecommunications
outages; degradation or loss of public internet domain; climate change-related impacts and natural disasters such as earthquakes,
tornados, and hurricanes; pandemics; events arising from local or larger scale political or social matters, including terrorist acts;
building emergencies such as water leakage, fires and structural issues; and cyber-attacks. Although we have business
continuity plans and other safeguards in place, our business operations may be adversely affected by significant and widespread
disruption to our physical infrastructure or operating systems that support our businesses and customers.
As a financial institution, we are susceptible to information security breaches and cybersecurity-related incidents that
may be committed against us, our clients or our vendors, which may result in financial losses or increased costs to us, our
clients or our vendors, disclosure or misuse of our information or our client or vendor information, misappropriation of assets,
privacy breaches against our clients or our vendors, litigation or damage to our reputation. Information security breaches and
cybersecurity-related incidents may include fraudulent or unauthorized access to systems used by us, our clients or our vendors,
attacks resulting in denial or degradation of service, and malware or other cyber-attacks. We also may become subject to
governmental enforcement actions or litigation in the event we do not comply with data privacy requirements or experience a
data breach.
Our business relies on the use of our digital technologies, computer and email systems, software, and networks. In
addition, to access our products and services, our customers may use personal smart-phones, tablet PCs, and other mobile
devices that are beyond our control systems. Although we believe we have strong information security procedures and controls,
our technologies, systems, networks, and our customers’ devices may become the target of cyber-attacks or information security
20
breaches that could result in the unauthorized release, gathering, monitoring, misuse, loss or destruction of our customers’
confidential, proprietary and other information, or otherwise disrupt our customers’ or other third parties’ business operations.
Our risk and exposure to cyber-attacks or other information security breaches remains heightened because of, among
other things, the evolving nature of these threats, our plans to continue to enhance our internet banking and mobile banking
channel strategies, our expanded geographic footprint and that a portion of our employee base works remotely. There continues
to be a rise in security breaches and cyber-attacks within the financial services industry, especially in the commercial banking
sector. As cyber threats continue to evolve, we may be required to expend significant additional resources to continue to modify
or enhance our protective measures or to investigate and remediate any information security vulnerabilities.
Disruptions or failures in the physical infrastructure or operating systems that support our businesses, customers or third
parties, or cyber-attacks or security breaches of the networks, systems or devices that our customers or third parties use to
access our products and services could result in customer attrition, financial losses, the inability of our customers or vendors to
transact business with us, violations of applicable privacy and other laws, regulatory fines, penalties or intervention,
reputational damage, reimbursement or other compensation costs, and/or additional compliance costs, any of which could
materially adversely affect our results of operations or financial condition.
We rely on management and outside consultants in overseeing cybersecurity risk management. We have a standing
Risk, Compliance and Planning Committee, consisting of outside directors. Members of the committee receive regular reports
from the Chief Risk Officer related to information technology and information security to fulfill its role of assisting
management in identifying, assessing, measuring and managing certain risks facing the Company. The Bank’s Information
Security Officer meets at least quarterly with the committee to provide updates on cybersecurity and information security risk,
and the Board annually reviews and approves our Information Security Program and Information Security Policy. We also
engage outside consultants to support its cybersecurity efforts. All of our directors do not have significant experience in
cybersecurity risk management in other business entities comparable to ours and rely on management and other consultants for
cybersecurity guidance.
We may not be able to successfully implement future information technology system enhancements, which could
adversely affect our business operations and profitability. We invest significant resources in information technology system
enhancements to improve functionality and security. We may not be able to successfully implement and integrate future system
enhancements, which could adversely impact our ability to provide timely and accurate financial information in compliance
with legal and regulatory requirements, which could result in enforcement actions from regulatory authorities. In addition,
future system enhancements could have higher than expected costs and/or result in operating inefficiencies.
Failure to properly utilize future system enhancements could result in impairment charges that adversely impact our
financial condition and results of operations and could result in significant costs to remediate or replace the defective
components. In addition, we may incur significant training, licensing, maintenance, consulting and amortization expenses
during and after systems implementations, and any such costs may continue for an extended period of time.
We rely on third-party vendors and other service providers, which could expose us to additional risk. We face
additional risk of failure in or breach of operational or security systems or infrastructure related to our reliance on third-party
vendors and other service providers. Third parties with which we do business or that facilitate our business activities or vendors
that provide services or security solutions for our operations, particularly those that are cloud-based, could be sources of
operational and information security risk to us, including from breakdowns or failures of their own systems or capacity
constraints. We are subject to operational risks relating to such third parties’ technology and information systems. The
continued efficacy of our technology and information systems, related operational infrastructure and relationships with third-
party vendors in our ongoing operations is integral to our performance. Failure of any of these resources, including operational
or systems failures, interruptions of client service operations and ineffectiveness of or interruption in third-party data processing
or other vendor support, may cause material disruptions in our business, impairment of customer relations and exposure to
liability for our customers, as well as action by bank regulatory authorities. In addition, a number of our vendors are large
national entities, and their services could prove difficult to replace in a timely manner if a failure or other service interruption
were to occur. Failures of certain vendors to provide contracted services could adversely affect our ability to deliver products
and services to our customers and cause us to incur significant expense.
21
Fraudulent activity could damage our reputation, disrupt our businesses, increase our costs and cause losses. We are
susceptible to fraudulent activity that may be committed against us, our clients or our vendors, which may result in damage to
our reputation, financial losses or increased costs to us or our clients or vendors, disclosure or misuse of our information or our
client or vendor information, misappropriation of assets, privacy breaches against our clients or vendors, litigation or
reputational harm. Such fraudulent activity may take many forms, including check fraud (counterfeit, forgery, etc.), electronic
fraud, wire fraud, phishing, social engineering and other dishonest acts. The occurrence of fraudulent activity could have a
material adverse effect on our business, financial condition and results of operations.
We are dependent on key personnel and the loss of one or more of those key personnel may materially and adversely
affect our prospects. Our success depends in large part on our ability to attract key people who are qualified and have
knowledge and experience in the banking industry in our markets and to retain those people to successfully implement our
business objectives. Competition for qualified employees and personnel in the banking industry is intense, particularly for
qualified persons with knowledge of, and experience in, our banking space. The process of recruiting personnel with the
combination of skills and attributes required to carry out our strategies is often lengthy. Our success depends to a significant
degree upon our ability to attract and retain qualified management, loan origination, finance, administrative, compliance,
marketing and technical personnel and upon the continued contributions of our management and employees. The unexpected
loss of services of one or more of our key personnel or failure to attract or retain such employees could have a material adverse
effect on our financial condition and results of operations.
If we fail to maintain an effective system of internal controls and disclosure controls and procedures, we may not be
able to accurately report our financial results or prevent fraud. Effective internal controls and disclosure controls and
procedures are necessary for us to provide reliable financial reports and disclosures to stockholders, to prevent fraud and to
operate successfully as a public company. If we cannot provide reliable financial reports and disclosures or prevent fraud, our
business may be adversely affected and our reputation and operating results would be harmed. Any failure to develop or
maintain effective internal controls and disclosure controls and procedures or difficulties encountered in their implementation
may also result in regulatory enforcement action against us, adversely affect our operating results or cause us to fail to meet
our reporting obligations.
Risks Related to Accounting Matters
Our allowance for credit losses may not be adequate to cover actual losses. Current U.S. generally accepted accounting
principles (“GAAP”) requires credit loss recognition using a methodology that estimates current expected credit losses for the
life of the loan and requires consideration of a broader range of reasonable and supportable information to inform credit loss
estimates.
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 these risks may not prevent unexpected losses that could have a material
adverse effect on our business, financial condition, results of operations and cash flows. We maintain an allowance for credit
losses to provide for losses resulting from loan defaults and non-performance. The allowance is increased for new loan growth.
We also make various assumptions and judgments about the collectability of loans in our portfolio, including the
creditworthiness of borrowers, the strength of the economy and the value of the real estate and other assets serving as collateral
for the repayment of loans. In determining the adequacy of the allowance for credit losses, we rely on our historic loss
experience and our evaluation of economic conditions. If our assumptions prove to be incorrect, our allowance for credit losses
may not be sufficient to cover losses in our loan portfolio, and adjustments may be necessary to address different economic
conditions or adverse developments in the loan portfolio. Consequently, a problem with one or more loans could require us to
significantly increase our provision for credit losses. In addition, the DFPI and the FDIC review our allowance for credit losses
and as a result of such reviews, they may require us to adjust our allowance for credit losses, loan classifications or recognize
loan charge-offs. Material additions to the allowance would materially decrease our net income.
Changes in accounting standards may affect how we record and report our financial condition and results of
operations. Our accounting policies and methods are fundamental to how we record and report our financial condition and
results of operations. From time to time, the Financial Accounting Standards Board (“FASB”) and SEC change the financial
accounting and reporting standards that govern the preparation of our financial statements. Further, changes in accounting
standards can be both difficult to predict and may involve judgment and discretion in their interpretation and implementation
by us and our independent accounting firm. These changes could materially impact, potentially retroactively, how we report
our financial condition and results of operations.
22
Risks Related to Market Interest Rates
Our earnings are affected by changing interest rates. Our profitability is dependent to a large extent on our net interest
income. Like most financial institutions, we are affected by changes in general interest rate levels and by other economic factors
beyond our control. Although we believe we have implemented strategies to reduce the potential effects of changes in interest
rates on our results of operations, any substantial and prolonged change in market interest rates could adversely affect our
operating results.
Net interest income may decline in a particular period if:
in a declining interest rate environment, more interest-earning assets than interest-bearing liabilities re-price or
mature, or
in a rising interest rate environment, more interest-bearing liabilities than interest-earning assets re-price or mature,
which would be expected to compress our interest rate spread and have a negative effect on our profitability.
Our net interest income may decline based on our exposure to a difference in short-term and long-term interest rates. If
the difference between the short-term and long-term interest rates shrinks or disappears, the difference between rates paid on
deposits and received on loans could narrow significantly resulting in a decrease in net interest income. In addition to these
factors, if market interest rates rise rapidly, interest rate adjustment caps may limit increases in the interest rates on adjustable-
rate loans, thus reducing our net interest income. Also, certain adjustable-rate loans re-price based on lagging interest rate
indices. This lagging effect may also negatively impact our net interest income when general interest rates continue to rise
periodically. Increasing interest rates may also reduce the fair value of our fixed-rate available for sale investment securities
negatively impacting shareholders’ equity.
Any substantial, unexpected or prolonged change in market interest rates could have a material adverse effect on our
financial condition, liquidity and results of operations. While we pursue an asset/liability strategy designed to mitigate our risk
from changes in interest rates, changes in interest rates can still have a material adverse effect on our financial condition and
results of operations. Changes in interest rates also may negatively affect our ability to originate real estate loans, the value of
our assets and our ability to realize gains from the sale of our assets, all of which affects our earnings. Also, our interest rate
risk modeling techniques and assumptions cannot fully predict or capture the impact of actual interest rate changes on our
balance sheet or projected operating results.
Changes in the estimated fair value of debt securities may reduce stockholders’ equity and net income. At December
31, 2023, we maintained an available for sale debt securities portfolio of $865.7 million. The estimated fair value of the
available for sale debt securities portfolio may change depending on the credit quality of the underlying issuer, market liquidity,
changes in interest rates and other factors. Stockholders’ equity increases or decreases by the amount of the change in the
unrealized gain or loss (difference between the estimated fair value and the amortized cost) of the available for sale debt
securities portfolio, net of the related tax expense or benefit, under the category of accumulated other comprehensive income
(loss). At December 31, 2023, accumulated other comprehensive losses were $71.9 million, net of tax, primarily related to
unrealized holding losses in the available for sale investment securities portfolio, which negatively impacted stockholders’
equity, as well as book value per common share.
We conduct a periodic review of the debt securities portfolio to determine if any decline in the estimated fair value of
any security below its cost basis is considered impaired. Factors that are considered include the extent to which the fair value
is less than the amortized cost basis, the financial condition, credit rating and future prospects of the issuer, whether the debtor
is current on contractually obligated interest and principal payments and our intent and ability to retain the security for a period
of time sufficient to allow for any anticipated recovery in fair value and the likelihood of any near-term fair value recovery. If
such decline is deemed to be uncollectible, the security is written down to a new cost basis and the resulting loss will be
recognized as a securities credit loss expense through an allowance for securities credit losses.
Risks Related to Competitive Matters
Competition may adversely affect our performance. The banking and financial services businesses in our market areas
are highly competitive. We face competition in attracting deposits, making loans, and attracting and retaining employees,
particularly in the Korean-American community. Price competition for loans and deposits sometimes requires us to charge
lower interest rates on our loans and pay higher interest rates on our deposits, which may reduce our net interest income. Many
of our competitors have substantially greater resources and lending limits than we have and may offer services that we do not
provide. The greater resources and broader offering of deposit and loan products of some of our competitors may also limit our
ability to increase our interest-earning assets. The increasingly competitive environment is a result of changes in regulation,
23
changes in technology and product delivery systems, new competitors in the market, and the pace of consolidation among
financial services providers. Our results in the future may be materially and adversely impacted depending upon the nature and
level of competition.
Risks Related to the COVID-19 Pandemic
The economic impact of the COVID-19 pandemic could adversely affect our financial condition and results of
operations. The economic impact of the COVID-19 pandemic may adversely affect our financial condition and results of
operations. Given its ongoing and dynamic nature, it is difficult to predict the full impact of the COVID-19 pandemic on our
business. The extent of such impact will depend on future developments, which are highly uncertain, including the arrival of
new variants and when the coronavirus can be controlled and abated. As the result of the COVID-19 pandemic, any
governmental actions taken in response thereto and any potential related adverse local and national economic consequences,
we could be subject to a number of risks that could have a material adverse effect on our business, financial condition, liquidity,
and results of operations.
Risks Related to Tax Matters
If our deferred tax assets are determined not to be recoverable, it would negatively impact our earnings. Deferred tax
assets are evaluated on a quarterly basis to determine if they are expected to be recoverable in the future. Our evaluation
considers positive and negative evidence to assess whether it is more likely than not that a portion of the asset will not be
realized. Future negative operating performance or other negative evidence may result in a valuation allowance being recorded
against some or the entire amount.
Changes to tax regulations could negatively impact our earnings. Our future earnings could be negatively impacted by
changes in tax laws, including changing tax rates and limiting, phasing-out or eliminating deductions or tax credits, taxing
certain excess income from intellectual property and changing other tax laws in the U.S.
Other Risks Related to Our Business
We are exposed to the risks of natural disasters and global market disruptions. A significant portion of our operations
is concentrated in Southern California, which is in an earthquake-prone region. A major earthquake may result in material loss
to us. A significant percentage of our loans are secured by real estate. Many of our borrowers may suffer property damage,
experience interruption of their businesses or lose their jobs after an earthquake. Those borrowers might not be able to repay
their loans, and the collateral for such loans may decline significantly in value. We are vulnerable to losses if an earthquake,
fire, flood or other natural catastrophe occurs in Southern California.
Additionally, global markets may be adversely affected by natural disasters, the emergence of widespread health
emergencies or pandemics, cyber-attacks or campaigns, military conflict, terrorism or other geopolitical events. Also, any
sudden or prolonged market downturn in the U.S. or abroad, as a result of the above factors or otherwise could result in a
decline in revenue and adversely affect our results of operations and financial condition, including capital and liquidity levels.
Risks Relating to Ownership of Our Common Stock
The Bank could be restricted from paying dividends to us, its sole shareholder, and, thus, we would be restricted from
paying dividends to our stockholders in the future. The primary source of our income from which we pay our obligations and
distribute dividends to our stockholders is from the receipt of dividends from the Bank. The availability of dividends from the
Bank is limited by various statutes and regulations. As of January 1, 2024, after giving effect to the 2024 first quarter dividend
declared by the Company, the Bank had the ability to pay $174.5 million of dividends without the prior approval of the
Commissioner of the DFPI.
The price of our common stock may be volatile or may decline. The trading price of our common stock may fluctuate
significantly due to a number of factors, many of which are outside our control. In addition, the stock market is subject to
fluctuations. 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 fluctuations in our operating results and financial condition;
changes in revenue or earnings estimates or publication of research reports and recommendations by financial
analysts;
failure to meet analysts’ revenue or earnings estimates;
24
speculation in the press or investment community;
strategic actions by us or our competitors, such as acquisitions or restructurings;
general market conditions and, in particular, developments related to market conditions for the financial services
industry;
inflation and changes in interest rates;
proposed or adopted legislative, regulatory or accounting changes or developments;
anticipated or pending investigations, proceedings or litigation that involve or affect us; or
domestic and international economic factors unrelated to our performance.
The stock market and, in particular, the market for financial institution stocks, has experienced significant volatility. The
trading price of the shares of our common stock 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 securities,
and other factors identified above in the section captioned “Cautionary Note Regarding Forward-Looking Statements.” A
significant decline in our stock price could result in substantial losses for individual stockholders.
Your share ownership may be diluted by the issuance of additional shares of our common stock in the future. Your
share ownership may be diluted by the issuance of additional shares of our common stock in the future. We may decide to raise
additional funds for many reasons, including in response to regulatory or other requirements, to meet our liquidity and capital
needs, to finance our operations and business strategy or for other reasons. If we raise funds, by issuing equity securities or
instruments that are convertible into equity securities, the percentage ownership of our existing stockholders will be reduced.
Further, the new equity securities may have rights, preferences and privileges superior to those of our common stock.
Anti-takeover provisions and state and federal law may limit the ability of another party to acquire us, which could
cause our stock price to decline. Various provisions of our Amended and Restated Certificate of Incorporation and By-laws
could delay or prevent a third party from acquiring us, even if doing so might be beneficial to our stockholders. These provisions
provide for, among other things, supermajority approval for certain actions, limitation on large stockholders taking certain
actions and authorization to issue “blank check” preferred stock by action of the Board of Directors without stockholder
approval. In addition, the BHCA, and the Change in Bank Control Act of 1978, as amended, together with applicable federal
regulations, require that, depending on the particular circumstances, either Federal Reserve approval must be obtained or notice
must be furnished to Federal Reserve and not disapproved prior to any person or entity acquiring “control” of a state nonmember
bank, such as the Bank. Additional prior approvals from other federal or state bank regulators may also be necessary depending
upon the particular circumstances. These provisions may prevent a merger or acquisition that would be attractive to
stockholders and could limit the price investors would be willing to pay in the future for our common stock.
Item 1B. Unresolved Staff Comments
None.
Item 1C. Cybersecurity
Cybersecurity Risk, Management, and Strategy
Cybersecurity is a significant and integrated component of the Company’s risk management strategy, designed to protect
the confidentiality, integrity, and availability of sensitive information contained within the Company’s information systems.
The Information Security Officer is primarily responsible for administering, updating and enforcing the cybersecurity
components of the risk management strategy and reports to the Chief Risk Officer. The Information Security Officer
periodically collaborates with third-party service providers and industry groups to discuss cybersecurity trends and best
practices. The Information Security Officer is supported by the Chief Technology Officer, who reports directly to the Chief
Financial Officer. The Chief Technology Officer oversees our Information Technology department, comprising our first line
of defense.
As a financial services company, cyber threats are present and growing, and the potential exists for a cybersecurity
incident disrupting business operations and compromising sensitive data. To manage cybersecurity risk, the Company has
implemented a multi-layered “defense-in-depth” cybersecurity strategy, integrating people, technology, and processes. The
cybersecurity strategy is memorialized within the Company’s information security program. The program incorporates
regulatory guidance and industry standards while leveraging industry associations, third-party benchmarking, audits, threat
25
intelligence and peer industry groups. The information security program is reviewed by the Chief Risk Officer and presented
to the Risk, Compliance and Planning Committee to periodically account for the changes in the cyber threat landscape. It is
also periodically assessed by the Internal Audit department.
The Company has deployed an in-depth cybersecurity strategy to protect its assets, which includes a diverse preventive
and detective tool set to stop, monitor, and alert management of suspicious activities and potential advanced persistent threats.
We have implemented other preventive technologies and mitigating processes to include on-going education and training for
employees, periodic tabletop exercises and recovery tests, and regular infrastructure penetration tests conducted by
cybersecurity professionals and third-party specialists. Our internal and external auditors, along with independent external
partners, periodically assess our processes, systems and controls for design and operating effectiveness, and provide
recommendations to bolster our cybersecurity program. In addition, employees are subjected to regular simulated phishing
assessments designed to sharpen threat detection and reporting capabilities. We also monitor our email gateways for malicious
phishing emails and monitor remote connections through a secure virtual private network. Like many companies, we rely on
third-party vendor solutions to support our operations. Notable services include 24/7 security monitoring and response,
continuous vulnerability scanning, third-party monitoring, and threat intelligence. We have a vendor management program in
place to assess and manage risks associated with third-party service providers.
To prepare to respond to incidents, the Enterprise Risk Management Committee periodically reviews and updates our
cyber Incident Response Plan (“IRP”). The IRP provides a framework to address potential and actual cybersecurity incidents
to include assessment to recovery by our Incident Response Team and notification to the appropriate management and board
committees and regulatory agencies. The Incident Response Team is comprised of representatives from various departments
including Information Security, Risk Management, Legal, Operations, Marketing and Accounting. Our Information Security
Officer manages the Incident Response Plan and coordinates with senior level management and multiple areas of the company
in execution of the plan. While we have experienced cybersecurity incidents, we have not, to our knowledge, experienced an
incident materially affecting, or reasonably likely to materially affect the Company, including its business strategy, results of
operations, or financial condition.
Cybersecurity Governance
Our Information Security Officer is accountable for managing the information security department and executing the
information security program. The information security department is responsible for cybersecurity risk assessments, alert
monitoring, incident response, vulnerability assessment, threat intelligence, identity access governance, and third-party
information security risk management. The department consists of information security professionals with varying levels of
education, experience and certifications. Our information security department is further supported by our first line of defense,
the Information Technology department and a third-party managed service security provider.
The Risk, Compliance and Planning Committee of our Board of Directors provides oversight of the information security
program including cybersecurity and is chaired by an independent director. Cybersecurity metrics are reported to the committee
quarterly. Additionally, management has established an Information Technology Executive Steering Committee focused on,
technology impact, and an Enterprise Risk Management Committee focused on business and risk impact, both consisting of
executives and department leaders across multiple domains. These committees generally meet quarterly and more frequently
when warranted. The information security department holds a monthly security meeting with the managers from the
information technology department to discuss significant security incidents and status of the threat landscape. The Information
Security Officer reports significant cybersecurity or privacy incidents and the state of the information security program to the
Risk, Compliance and Planning Committee of the board on a quarterly basis. The Risk, Compliance and Planning Committee
of the Board of Directors provide a report of activities to the full board at each quarterly board meeting.
26
Item 2. Properties
Hanmi Financial’s principal office is located at 900 Wilshire Boulevard, Suite 1250, Los Angeles, California. As of
December 31, 2023, we had 43 properties consisting of 35 branch offices and eight loan production offices. We own eight
locations and the remaining properties are leased.
As of December 31, 2023, our consolidated investment in premises and equipment, net of accumulated depreciation and
amortization, was $22.0 million. Our lease expense was $8.8 million, net of lease income of $0.1 million, for the year ended
December 31, 2023. We consider our present facilities to be sufficient for our current operations.
Item 3. Legal Proceedings
Hanmi Financial and its subsidiaries are subject to lawsuits and claims that arise in the ordinary course of their businesses.
Neither Hanmi Financial nor any of its subsidiaries is currently involved in any legal proceedings, the outcome of which we
believe would have a material adverse effect on the business, financial condition or results of operations of Hanmi Financial or
its subsidiaries.
Item 4. Mine Safety Disclosures
Not applicable.
27
Part II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
Market Information
Hanmi Financial’s common stock is traded on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “HAFC”.
As of February 21, 2024, there were approximately 635 record holders of our common stock.
Performance Graph
The following graph shows a comparison of cumulative total stockholder return on Hanmi Financial’s common stock
with the cumulative total returns for: (i) the Nasdaq Composite Index; (ii) the Standard and Poor’s 500 Financials Index (“S&P
500 Financials”); and (iii) the S&P U.S. Small Cap Banks Index (which replaced the SNL U.S. Bank $1B-$5B Index and the
SNL U.S. Bank $5B-$10B Index, no longer compiled by S&P Global, New York, New York as of August 7, 2021). The graph
assumes an initial investment of $100 and reinvestment of dividends. The graph is historical only and may not be indicative of
possible future performance. The performance graph shall not be deemed incorporated by reference to any general statement
incorporating by reference to this Annual Report on Form 10-K into any filing under the Securities Act, or under the Exchange
Act, except to the extent that we specifically incorporate this information by reference, and shall not otherwise be deemed filed
under either the Securities Act or the Exchange Act.
2019
2020
December 31,
2021
2022
2023
Hanmi Financial Corporation
Nasdaq Composite
S&P 500 Financials
S&P U.S. Small Cap Banks
$
$
$
$
100.00 $
100.00 $
100.00 $
100.00 $
56.70 $
143.64 $
95.90 $
87.74 $
118.40 $
174.36 $
127.11 $
119.31 $
123.75 $
116.65 $
111.41 $
102.54 $
97.00
167.30
122.48
99.58
Source: S&P Global, New York, NY
28
Recent Unregistered Sales of Equity Securities
There were no unregistered sales of Hanmi Financial’s equity securities during the year ended December 31, 2023.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
The following table presents stock purchases made under the stock repurchase program announced on January 24, 2019
that authorized repurchases of up to 5.0%, or 1,500,000, of our shares outstanding. The table below provides information on
purchases made during the three months ended December 31, 2023:
Purchase Date:
October 1, 2023 - October 31, 2023
November 1, 2023 - November 30, 2023
December 1, 2023 - December 31, 2023
Total
$
$
$
$
Average Price
Paid Per Share
Total Number of
Shares Purchased
as Part of Publicly
Announced Program
Maximum Shares That
May Yet Be Purchased
Under the Program
14.22
14.90
—
14.76
10,000
40,000
—
50,000
449,972
409,972
409,972
409,972
During 2023, the Company acquired 76,767 shares from employees in connection with the cashless exercise of stock
options and satisfaction of income tax withholding obligations incurred through vesting of Company stock awards. Such shares
were not purchased as a part of the Company’s repurchase program.
Item 6. [RESERVED]
29
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This discussion presents management’s analysis of the financial condition and results of operations as of and for the years
ended December 31, 2023, 2022 and 2021. This discussion should be read in conjunction with our Consolidated Financial
Statements and the Notes related thereto presented elsewhere in this Report. See also “Cautionary Note Regarding Forward-
Looking Statements.”
Critical Accounting Policies
We have established various accounting policies that govern the application of GAAP in the preparation of our
Consolidated Financial Statements. The preparation of financial statements in conformity with GAAP requires management to
make estimates and assumptions to arrive at the carrying value of assets and liabilities and amounts reported as revenues and
expenses. Our financial position and results of operations can be materially affected by these estimates and assumptions. Critical
accounting policies are those policies that are most important to the determination of our financial condition and results of
operations and that require management to make assumptions and estimates that are subjective or complex. Our significant
accounting policies are discussed in the “Notes to Consolidated Financial Statements, Note 1 — Summary of Significant
Accounting Policies.” Management believes that the following policy is critical.
Allowance for credit losses and Allowance for credit losses related to off-balance sheet items
Our allowance for credit losses methodologies incorporate a variety of risk considerations, both quantitative and
qualitative, in establishing an allowance for credit losses that management believes is appropriate at each reporting date.
Quantitative factors include our historical loss experiences on loan pools segmented by type, and considers risk rating,
delinquency and charge-off trends, collateral values, changes in nonperforming loans, and other factors.
We use qualitative factors to adjust the allowance calculation for risks not considered by the quantitative calculations.
Qualitative factors considered in our methodologies include the general economic forecast in our markets, concentrations of
credit, changes in lending management and staff, quality of the loan review system, and changes in interest rates.
The Company reviews baseline and alternative economic scenarios from Moody’s and quarterly projections of federal
funds target rates from the Federal Open Market Committee (“FOMC”) for consideration as qualitative factors. Moody’s
publishes a baseline forecast that represents the estimate of the most likely path for the United States economy through the
current business cycle (50% probability that economic conditions will be worse and 50% probability that economic conditions
will be better) as well as alternative scenarios to examine how different types of shocks will affect the future performance of
the United States economy.
Certain quantitative and qualitative factors used to estimate credit losses and establish an allowance for credit losses are
subject to uncertainty. The adequacy of our allowance for credit losses is sensitive to changes in current and forecasted
economic conditions that may affect the ability of borrowers to make contractual payments as well as the value of the collateral
securing such payments.
Although management believes it uses the best information necessary to establish the allowance for credit losses, future
adjustments to the allowance for credit losses may be necessary and the Company’s results of operations could be adversely
affected if circumstances differ substantially from the assumptions used in making the determinations.
In addition, because future events affecting borrowers and collateral cannot be predicted without uncertainty, the existing
allowance for credit losses may not be adequate or increases may be necessary should the quality of any loans deteriorate as a
result of the factors discussed. Any material increase in the allowance for credit losses would adversely impact the Company's
financial condition and results of operations.
See “— Allowance for Credit Losses”, “Financial Condition — Allowance for credit losses and Allowance for credit
losses related to off-balance sheet items”, “Results of Operations — Credit Loss Expense” and “Notes to Consolidated Financial
Statements, Note 1 — Summary of Significant Accounting Policies” for additional information on methodologies used to
determine the allowance for credit losses and the allowance for credit losses related to off-balance sheet items.
30
Allowance Attribution Analysis
Allowance for credit
losses
(in thousands)
December 31, 2022
Charge-offs
Recoveries
Provision (recovery) attributed to qualitative
considerations
Provision attributed to quantitative considerations
Provision attributed to individually evaluated loans
December 31, 2023
$
$
71,523
(16,090 )
9,047
(2,525 )
371
7,136
69,462
The following are the key assumptions employed in the determination of the allowance for credit losses at December 31,
2023 and 2022:
Economic Factors
Prepayment rates
Curtailment rates
Unemployment rate
Gross domestic product
(“GDP”) growth rate
year over year %
Consumer sentiment
12/31/2023
12/31/2022
Description of Economic Factors
14.44 %
83.72 %
3.96 %
(0.91 )%
71.78
14.52 % Average total portfolio rate
85.80 % Average total portfolio rate
4.00 % Average of 4 quarter forecast period;
Baseline (1)
(1.29 )% Average of 4 quarter forecast period;
Alternative Scenario 3 (2)
70.10
Average of 4 quarter forecast period;
Alternative Scenario 3 (2)
5.1 % 1 year forecast of median target rate;
FOMC December 2023 projection
Federal funds target rate
4.6 %
(1)
(2)
The Moody's Baseline scenario was used for the unemployment rate forecast for periods ended December 31, 2023 and 2022. The unemployment rate
forecast remained with the Baseline Scenario due to job market volatility and deterioration below expectations, with less impact to the lending
environment compared to GDP growth and consumer sentiment forecasts.
The Moody's Alternative Scenario 3 was used for the GDP growth rate and consumer sentiment forecast for the periods ended December 31, 2023 and
2022. Effective Q2 2022, the Company elected to use Alternative Scenario 3 (mid-level downside/pessimistic scenario) for the GDP growth rate and
consumer sentiment forecasts, given the elevation in inflation and rising rate environment.
The potential effect from changes in key assumptions could affect the estimated allowance for credit losses at December
31, 2023. The following table illustrates the possible individual effects to the allowance for credit losses from changes in such
assumptions:
Sensitivity Analysis
Assumptions
Increase
Decrease
Forecast period (from 12 months to 6 or 24 months)
Estimated unemployment rate (from Baseline to S2 or S1) (1)
Estimated prepayment and curtailment rates (+/-10%)
Estimated GDP growth rate (from S3 to S4 or S2) (1)
Consumer sentiment (from S3 to S4 or S2) (1)
Federal funds target rate (+/- 25 bps)
$
$
$
$
$
$
(in thousands)
494 $
10,658 $
538 $
33 $
654 $
100 $
(1,267 )
(2,643 )
(539 )
(57 )
(2,091 )
(100 )
31
(1)
The following table provides additional details to the Baseline and Alternative Scenarios referred to above:
Baseline scenario
Alternative Scenario S1
Alternative Scenario S2
Alternative Scenario S3
Alternative Scenario S4
Executive Overview
Unemployment
Rate
GDP Year
over Year
% Change
— %
— %
0.35 %
-0.91 %
-1.65 %
Consumer
Sentiment
—
—
79.99
71.78
69.23
3.96 %
3.14 %
5.70 %
— %
— %
For the years ended December 31, 2023, 2022 and 2021, net income was $80.0 million, $101.4 million and $98.7 million,
respectively. The decrease of $21.4 million, or 21.1%, in net income for the year ended December 31, 2023 as compared with
the year ended December 31, 2022, reflects a $16.4 million decrease in net interest income, a $6.2 million increase in noninterest
expense and a $3.5 million increase in credit loss expense, offset by a $4.8 million decrease in income tax expense.
The increase of $2.7 million, or 2.8%, in net income for the year ended December 31, 2022 as compared with the year
ended December 31, 2021, was primarily attributable to an increase in net interest income of $42.6 million. Offsetting this
increase were an increase in noninterest expense of $5.8 million, a decrease in noninterest income of $6.3 million, as well as a
$25.2 million reduction in the benefit from the year-ago credit loss recovery.
For the years ended December 31, 2023, 2022 and 2021, our earnings per diluted share were $2.62, $3.32 and $3.22,
respectively.
Additional significant financial highlights include:
Loans receivable increased by $215.3 million, or 3.6%, to $6.18 billion as of December 31, 2023, compared with
$5.97 billion as of December 31, 2022. The net increase was due to production of $1.29 billion, offset by payoffs
and prepayments of $1.07 billion.
Securities increased $11.9 million to $865.7 million at December 31, 2023 from $853.8 million at December 31,
2022, primarily attributable to a decrease in unrealized losses during 2023.
Deposits were $6.28 billion at December 31, 2023 compared with $6.17 billion at December 31, 2022 as time
deposits and money market and savings deposits increased $498.7 million and $178.0 million, respectively, while
non-interest bearing demand deposits decreased $536.0 million.
Borrowings decreased $25.0 million to $325.0 million at December 31, 2023 compared with $350.0 million at
December 31, 2022.
Cash dividends were $1.00 per share of common stock for the year ended December 31, 2023 compared with $0.94
and $0.54 per share of common stock for the years ended December 31, 2022 and 2021, respectively.
Return on average assets and return on average stockholders’ equity for the year ended December 31, 2023 were
1.08% and 10.70%, respectively, as compared with 1.44% and 14.83%, respectively, for the year ended December
31, 2022.
Results of Operations
Net Interest Income
Our primary source of revenue is net interest income, which is the difference between interest and fees derived from
earning assets, and interest paid on liabilities obtained to fund those assets. Our net interest income is affected by changes in
the level and mix of interest-earning assets and interest-bearing liabilities, referred to as volume changes. Net interest income
is also affected by changes in the yields earned on assets and rates paid on liabilities, referred to as rate changes. Interest rates
charged on loans are affected principally by changes to market interest rates, the demand for such loans, the supply of money
available for lending purposes, and other competitive factors. Those factors are, in turn, affected by general economic
conditions and other factors beyond our control, such as federal economic policies, the general supply of money in the economy,
legislative tax policies, governmental budgetary matters, and the actions of the Federal Reserve.
32
The following table shows the average balances of assets, liabilities and stockholders’ equity; the amount of interest
income, on a tax equivalent basis and interest expense; the average yield or rate for each category of interest-earning assets and
interest-bearing liabilities; and the net interest spread and the net interest margin for the periods indicated. All average balances
are daily average balances.
December 31, 2023
Average
Balance
Interest Average
Income / Yield /
Rate
Expense
For the Year Ended
December 31, 2022
Interest
Income /
Expense
Average
Yield /
Rate
Average
Balance
December 31, 2021
Average
Balance
Interest
Income /
Expense
Average
Yield /
Rate
Assets
Interest-earning assets:
Loans receivable (1)
Securities (2)
FHLB stock
Interest-bearing deposits in other
banks
Total interest-earning assets
(dollars in thousands)
$ 5,968,339 $ 339,811
16,938
1,229
967,231
16,385
5.69 % $ 5,596,564 $ 257,878
12,351
1.78 %
1,024
7.50 %
949,889
16,385
4.61 % $ 4,794,505 $ 208,601
6,230
1.33 %
941
6.25 %
845,437
16,385
230,835
11,350
7,182,790 369,328
4.92 %
236,678
5.15 % 6,799,516
2,560
273,813
1.08 %
684,442
4.03 % 6,340,769
903
216,675
4.35 %
0.75 %
5.74 %
0.13 %
3.42 %
Noninterest-earning assets:
Cash and due from banks
Allowance for credit losses
Other assets
Total assets
62,049
(70,501 )
240,779
$ 7,415,117
Liabilities and stockholders' equity
Interest-bearing liabilities:
Deposits:
Demand: interest-bearing
Money market and savings
Time deposits
117
$
97,388 $
44,066
1,547,911
2,371,520
90,525
4,016,819 134,708
6,867
6,482
Total interest-bearing liabilities 4,343,936 148,057
Borrowings
Subordinated debentures
Total interest-bearing deposits
197,409
129,708
66,993
(73,094 )
247,838
$ 7,041,253
62,401
(84,735 )
225,750
$ 6,544,185
0.12 % $ 121,992 $
2.85 % 2,025,961
3.82 % 1,136,073
3.35 % 3,284,026
148,047
3.48 %
5.00 %
149,891
3.41 % 3,581,964
100
12,753
13,085
25,938
2,382
7,846
36,166
0.08 % $ 113,326 $
0.63 % 2,028,235
1.15 % 1,111,857
0.79 % 3,253,418
145,297
1.61 %
5.23 %
154,400
1.01 % 3,553,115
61
5,199
6,395
11,655
1,697
8,273
21,625
0.05 %
0.26 %
0.58 %
0.36 %
1.17 %
5.35 %
0.61 %
Noninterest-bearing liabilities and
equity:
Demand deposits: noninterest-
bearing
Other liabilities
Stockholders' equity
Total liabilities and stockholders'
equity
2,173,813
149,460
747,908
$ 7,415,117
2,665,646
109,847
683,796
$ 7,041,253
2,307,052
77,637
606,381
$ 6,544,185
Net interest income (taxable equivalent
basis)
Cost of deposits (3)
Net interest spread (taxable equivalent
basis) (4)
Net interest margin (taxable equivalent
basis)(5)
$ 221,271
$ 237,647
$ 195,050
2.18 %
1.74 %
3.08 %
0.44 %
3.02 %
3.50 %
0.21 %
2.81 %
3.08 %
(1)
(2)
(3)
(4)
(5)
Loans receivable include loans held for sale and exclude the allowance for credit losses. Nonaccrual loans receivable are included in the average
loans receivable balance.
Amounts calculated on a fully taxable equivalent basis using the current statutory federal tax rate of 21%.
Represents interest expense on deposits as a percentage of all interest-bearing and noninterest-bearing deposits.
Represents the average yield earned on interest-earning assets less the average rate paid on interest-bearing liabilities.
Represents net interest income as a percentage of average interest-earning assets.
33
The table below shows changes in interest income and interest expense and the amounts attributable to variations in
interest rates and volumes for the periods indicated. The variances are primarily attributable to simultaneous volume and rate
changes that have been allocated to the change due to volume and the change due to rate categories in proportion to the
relationship of the absolute dollar amount attributable solely to the change in volume and to the change in rate.
Year Ended December 31,
2023 vs 2022
Increases (Decreases) Due to Change In
Total
Rate
Volume
2022 vs 2021
Increases (Decreases) Due to Change In
Total
Rate
Volume
(in thousands)
Interest and dividend income:
Loans receivable (1)
Securities (2)
FHLB stock
Interest-bearing deposits in other banks
Total interest and dividend income
(taxable equivalent) (2)
$
17,046 $
225
—
(63 )
64,887 $
4,362
205
8,853
81,933 $
4,587
205
8,790
34,743 $
770
—
(591 )
14,534 $
5,351
83
2,248
49,277
6,121
83
1,657
$
17,208 $
78,307 $
95,515 $
34,922 $
22,216 $
57,138
Interest expense:
Demand: interest-bearing
Money market and savings
Time deposits
Borrowings
Subordinated debentures
Total interest expense
Change in net interest income
(taxable equivalent) (2)
$
$
$
(20 ) $
(2,467 )
14,230
617
(1,056 )
11,304 $
37 $
33,780
63,210
3,868
(308 )
100,587 $
17 $
31,313
77,440
4,485
(1,364 )
111,891 $
5 $
(5 )
139
32
(248 )
(77 ) $
34 $
7,559
6,551
653
(179 )
14,618 $
39
7,554
6,690
685
(427 )
14,541
5,904 $
(22,280 ) $
(16,376 ) $
34,999 $
7,598 $
42,597
(1)
(2)
Loans receivable include loans held for sale and exclude the allowance for credit losses. Nonaccrual loans receivable are included in the average
loans receivable balance.
Amounts calculated on a fully equivalent basis using the current statutory federal tax rate of 21%.
2023 Compared to 2022
Interest income, on a taxable equivalent basis, increased $95.5 million, or 34.9%, to $369.3 million for the year ended
December 31, 2023 from $273.8 million for the year ended December 31, 2022. Interest expense increased $111.9 million, or
309.4%, to $148.1 million for 2023, from $36.2 million in 2022. Net interest income, on a taxable equivalent basis, decreased
by $16.4 million, or 6.9%, to $221.3 million in 2023, from $237.6 million in 2022. The decrease in net interest income was
due to higher rates paid on deposits and borrowings and higher average time deposit balances, offset partially by increases in
higher average interest-earning asset yields and higher average loan balances. Average loans were 83.1% of average interest
earning assets for 2023, an increase from 82.3% for 2022. The net interest spread and net interest margin, on a taxable equivalent
basis, for the year ended December 31, 2023 were 1.74% and 3.08%, respectively, compared with 3.02% and 3.50%,
respectively, for 2022.
The average balance of interest earning assets increased $383.3 million, or 5.6%, to $7.18 billion for the year ended
December 31, 2023 from $6.80 billion for 2022. The increase in the average balance of interest-earning assets was due mainly
to a $371.8 million increase in average loans, from $5.60 billion in 2022, to $5.97 billion in 2023. The average balance of
securities increased $17.3 million, or 1.8%, to $967.2 million in 2023 from $949.9 million for 2022. The average balance of
interest-bearing liabilities increased $762.0 million, or 21.3%, to $4.34 billion for 2023 compared to $3.58 billion in 2022. The
average balance of time deposits and borrowings increased $1.24 billion and $49.4 million, respectively, offset by decreases in
the average balance of money market and savings accounts, subordinated debentures, and interest-bearing demand deposits of
$478.1 million, $20.2 million, and $24.6 million, respectively.
The average yield on interest-earning assets, on a taxable equivalent basis, increased 112 basis points to 5.15% in 2023
from 4.03% in 2022, due mainly to the increase in the yields on loans and interest-bearing deposits in other banks. The average
yield on loans increased to 5.69% for the year ended December 31, 2023 from 4.61% for 2022, primarily due to the continued
increase in market interest rates in 2023. The average yield on securities, on a taxable equivalent basis, increased to 1.78% for
2023 from 1.33% for 2022. The average rate paid on interest-bearing liabilities increased by 240 basis points to 3.41% for 2023
from 1.01% for 2022. The increase reflected the higher cost of interest-bearing deposits, the greater percentage of time deposits
in the deposit portfolio, and the increase in the average rate on borrowings due to increases in market rates in 2023. The average
rate on interest-bearing deposits increased from 0.79% in 2022, to 3.35% in 2023. The average rate on borrowings increased
from 1.61% in 2022, to 3.48% in 2023.
34
2022 Compared to 2021
Interest income, on a taxable equivalent basis, increased $57.1 million, or 26.4%, to $273.8 million for the year ended
December 31, 2022 from $216.7 million for the year ended December 31, 2021. Interest expense increased $14.5 million, or
67.2%, to $36.2 million for 2022, from $21.6 million in 2021. Net interest income, on a taxable equivalent basis, increased by
$42.6 million, or 21.8%, to $237.6 million in 2022, from $195.1 million in 2021. The increase in net interest income was due
to an increase in the average yield and average balance on average interest-earning assets, offset partially by increases in the
rates paid on interest-bearing liabilities and borrowings. Average loans were 82.3% of average interest earning assets for 2022,
an increase from 75.6% for 2021. The net interest spread and net interest margin, on a taxable equivalent basis, for the year
ended December 31, 2022 were 3.02% and 3.50%, respectively, compared with 2.81% and 3.08%, respectively, for 2021.
The average balance of interest earning assets increased $458.7 million, or 7.2%, to $6.80 billion for the year ended
December 31, 2022 from $6.34 billion for 2021. The increase in the average balance of interest-earning assets was due mainly
to an $802.0 million increase in average loans, from $4.79 billion in 2021, to $5.60 billion in 2022. The average balance of
securities increased $104.5 million, or 12.4%, to $949.9 million in 2022 from $845.4 million for 2021. The average balance of
interest-bearing liabilities increased $28.8 million, or 0.8%, to $3.58 billion for 2022 compared to $3.55 billion in 2021. The
increase in average interest-bearing liabilities resulted primarily from an increase in average time deposits in 2022.
The average yield on interest-earning assets, on a taxable equivalent basis, increased 61 basis points to 4.03% in 2022
from 3.42% in 2021, due mainly to the increase in the yields on loans and securities. The average yield on loans increased to
4.61% for the year ended December 31, 2022 from 4.35% for 2021, primarily due to the continued increase in market interest
rates in 2022. The average yield on securities, on a taxable equivalent basis, increased to 1.33% for 2022 from 0.75% for 2021.
The average rate paid on interest-bearing liabilities increased by 40 basis points to 1.01% for 2022 from 0.61% for 2021. The
increase reflected the higher cost of interest-bearing deposits, and an increase in the average rate on borrowings due to increases
in market rates in 2022. The average rate paid on interest-bearing deposits increased from 0.36% in 2021, to 0.79% in 2022.
The average rate on borrowings increased from 1.17% in 2021, to 1.61% in 2022. The average balance of subordinated
debentures decreased from $154.4 million in 2021, to $149.9 million in 2022, and the average rate decreased by 12 basis points,
resulting in a $0.4 million decrease in corporate interest expense.
Credit Loss Expense
As a result of credit risks inherent in our lending business, we recognize an allowance for credit losses through charges
to credit loss expense. These charges pertain not only to our outstanding loan portfolio, but also to off-balance sheet items,
such as commitments to extend credit. Credit loss expense for our outstanding loan portfolio is recorded to the allowance for
credit losses. The allowance for off-balance sheet items is included in accrued expenses and other liabilities and the allowance
for uncollectible accrued interest receivable is included in accrued interest receivable.
2023 Compared to 2022
Credit loss expense for 2023 was $4.3 million, compared with a credit loss expense of $0.8 million for 2022. The 2023
credit loss expense was comprised of a $4.9 million provision for credit losses and a $0.6 million recovery for off-balance sheet
items. The credit loss expense for 2022 was comprised of a $0.3 million provision for loan losses and a $0.5 million provision
for off-balance sheet items. The increase in credit loss expense for 2023 compared to 2022 was mainly attributable to a $5.2
million increase in specific allowances arising from a charge-off on a $10.0 million nonperforming commercial and industrial
loan in the health-care industry.
2022 Compared to 2021
The credit loss expense for 2022 was $0.8 million, compared with a credit loss recovery of $24.4 million for 2021. The
credit loss expense for 2022 was comprised of a $0.3 million provision for credit losses and a $0.5 million provision for off-
balance sheet items. For the year ended December 31, 2021, the credit loss expense recovery was $24.4 million and was
comprised of a $24.1 million negative provision for credit losses, and a $0.2 million negative provision for off-balance sheet
items. Additionally, the credit loss expense recovery included a $1.7 million negative provision for accrued interest receivable
for loans currently or previously modified under the CARES Act, offset by a $1.6 million SBA guarantee repair loss allowance.
35
Noninterest Income
The following table sets forth the various components of noninterest income for the years indicated:
Service charges on deposit accounts
Trade finance and other service charges and fees
Servicing income
Bank-owned life insurance income
All other operating income
Service charges, fees and other
Gain on sale of SBA loans
Net gain (loss) on sales of securities
Gain on sale of bank premises
Legal settlement
Total noninterest income
2023 Compared to 2022
$
$
2023
Year Ended December 31,
2022
(in thousands)
2021
10,147 $
4,832
3,177
792
5,458
24,406
5,701
(1,871 )
4,000
1,943
34,179 $
11,488 $
4,805
2,757
832
4,840
24,722
9,478
—
—
—
34,200 $
11,043
4,628
2,820
1,011
3,857
23,359
17,266
(499 )
45
325
40,496
For the year ended December 31, 2023, noninterest income was $34.2 million, essentially unchanged from 2022. Service
charges on deposit accounts decreased by $1.3 million primarily due to lower business deposit account transaction income and
non-sufficient funds fees of $0.9 million and $0.4 million, respectively. The $0.7 million increase in all other operating income
was primarily due to a $0.6 million increase in swap fee income. Gain on sale of SBA loans decreased $3.8 million due to
lower sales volumes of $100.5 million compared with $156.1 million for 2022 and lower net premium of 7.12% compared with
7.44% for 2022. During the third quarter of 2023, a $4.0 million gain was recognized on a branch building sale-leaseback
transaction. During the second quarter of 2023, there was a $1.9 million net loss on sales of $8.1 million of securities as part
of a portfolio realignment as well as $1.9 million of income from a legal settlement.
2022 Compared to 2021
For the year ended December 31, 2022, noninterest income was $34.2 million, a decrease of $6.3 million, or 15.5%,
compared with $40.5 million in 2021. The decrease was primarily due to a $7.8 million decrease in the gain on sale of SBA
loans. The volume of SBA loans sold for the full year 2022 declined to $156.1 million from $261.8 million for the full year
2021. 2021 SBA loan sales included $132.7 million of second-draw PPP loans sold for gains of $3.0 million.
Noninterest Expense
The following table sets forth various components of noninterest expense for the years indicated:
$
Salaries and employee benefits
Occupancy and equipment
Data processing
Professional fees
Supplies and communications
Advertising and promotion
All other operating expenses
Subtotal
Other real estate owned expense (income)
Repossessed personal property expense (income)
Total noninterest expense
$
2023
Year Ended December 31,
2022
(in thousands)
2021
81,398 $
18,340
13,695
6,255
2,479
3,105
11,306
136,578
(166 )
115
136,527 $
76,140 $
17,648
13,134
5,692
2,638
3,637
11,386
130,275
(6 )
15
130,284 $
72,561
19,075
12,003
5,566
3,026
2,649
9,870
124,750
197
(492 )
124,455
36
2023 Compared to 2022
For the year ended December 31, 2023, noninterest expense was $136.5 million, an increase of $6.2 million, or 4.8%,
compared with $130.3 million for 2022. The increase in noninterest expense was due to a $5.3 million, or 6.9%, increase in
salaries and benefits, a $0.7 million increase in occupancy and equipment expense, a $0.6 million increase in professional fees
and a $0.6 million increase in data processing expenses, offset partially by a $0.5 million decrease in advertising and promotion.
The increase in salaries and benefits was due to annual merit increases, higher benefit costs, and a decrease in capitalized loan
origination costs resulting from lower loan originations.
2022 Compared to 2021
For the year ended December 31, 2022, noninterest expense was $130.3 million, an increase of $5.8 million, or 4.7%,
compared with $124.5 million for 2021. The increase in noninterest expense was mainly due to a $3.6 million, or 4.9% increase
in salaries and benefits, a $1.8 million increase in other operating expenses, a $1.1 million increase in data processing expenses
and a $1.0 million increase in advertising and promotion, offset partially by a $1.4 million decrease in occupancy and
equipment. The increase in salaries and benefits was due to salary increases and increases in employees, as a result of increased
staffing added to support the growth in loans and deposits. The number of full-time equivalent employees increased to 624 as
of December 31, 2022, from 590 as of December 31, 2021. The increase in other operating expenses was due mainly to an
increase in loan related expenses as a result of increased loan volume and a $0.4 million servicing asset valuation adjustment.
The increase in data processing was due to increased processing costs related to higher volumes. The increase in advertising
and promotion was due to services added during 2022. The decrease in occupancy and equipment was due primarily to a $1.5
million reversal of estimated property taxes in 2022.
Income Tax Expense
For the years ended December 31, 2023, 2022 and 2021, income tax expense was $34.5 million, $39.3 million and $36.8
million, respectively. The effective tax rate for the years ended December 31, 2023, 2022 and 2021 was 30.1%, 27.9% and
27.2%, respectively. The higher effective tax rate for 2023 compared with 2022 was due mainly to the increases in the
permanent difference addback and valuation allowance for state net operating loss carryforwards. The higher effective tax rate
for 2022 compared with 2021 was due mainly to a lower reduction in the deferred tax asset valuation allowance required for
state net operating loss carryforwards and state tax credits.
Income taxes are discussed in more detail in “Notes to Consolidated Financial Statements, Note 1 — Summary of
Significant Accounting Policies” and “Note 11 — Income Taxes” presented elsewhere herein.
Financial Condition
Securities Portfolio
As of December 31, 2023, our securities portfolio was composed of mortgage-backed securities, collateralized mortgage
obligations, debt securities issued by U.S. government agencies and sponsored agencies and tax-exempt municipal bonds. Most
of the securities carried fixed interest rates. Other than holdings of U.S. government and agency securities, there were no
securities of any one issuer exceeding 10% of stockholders’ equity as of December 31, 2023, 2022 and 2021.
As of December 31, 2023, securities available for sale increased $11.9 million, or 1.4%, to $865.7 million from $853.8
million as of December 31, 2022. The increase was primarily attributable to the decrease in unrealized losses at year-end 2023
when compared with year-end 2022.
37
The following table summarizes the contractual maturity schedule for securities, at amortized cost, and their cost-
weighted average yield, which is calculated using amortized cost as the weight, as of December 31, 2023:
Within One
Year
Amount Yield
After One
Year But
Within Five
Years
Amount Yield
After Five
Years But
Within Ten
Years
Amount Yield
After Ten
Years
Amount
Yield
Total
Amount Yield
(dollars in thousands)
$ 37,650 3.81 % $ 48,705 4.04 % $ — — % $
— — % $ 86,355
3.94 %
9 2.86
41 3.05
24,149 3.52
480,345 1.67
504,544
1.76
4,131 3.73
4,407 0.84
— —
51,435 1.56
59,973
1.66
— —
20,731 2.49
189 1.28
111,484 1.15
421 2.37
— —
106,213 2.99
— —
106,823
132,215
2.98
1.36
24,871 2.70
— —
803,555
77,121
$ 62,521 3.36 % $ 164,826 2.00 % $ 47,630 2.47 % $ 692,054 1.84 % $ 967,031
116,121 1.14
— —
24,570 3.50
23,060 1.38
637,993 1.88
54,061 1.32
1.85
1.33
2.00 %
Securities available for sale:
U.S. Treasury securities
U.S. government agency and
sponsored agency obligations:
Mortgage-backed securities -
residential
Mortgage-backed securities -
commercial
Collateralized mortgage
obligations
Debt securities
Total U.S. government
agency and sponsored
agency obligations
Municipal bonds-tax exempt
Total securities available for sale
Loan Portfolio
As of December 31, 2023, 2022 and 2021, loans receivable (excluding loans held for sale), net of deferred loan costs,
discounts and allowance for credit losses, were $6.11 billion, $5.90 billion and $5.08 billion, respectively, representing an
increase of $217.4 million or 3.7% for 2023 and an increase of $816.6 million, or 16.1% for 2022. The $217.4 million net
increase in loans for 2023 was due to production of $1.29 billion, offset by payoffs and prepayments of $1.07 billion. Loan
originations in 2023 consisted of $400.8 million of commercial real estate loans, $183.4 million of commercial and industrial
loans, $305.9 million of residential/consumer loans, $248.6 million of equipment financing agreements, and $149.9 million of
SBA loans.
The table below shows the maturity distribution of outstanding loans (before the allowance for credit losses) as of
December 31, 2023. In addition, the table shows the distribution of such loans between those with floating or variable interest
rates and those with fixed or predetermined interest rates.
Real estate loans:
Commercial property
Retail
Hospitality
Office
Other
Total commercial
property loans
Construction
Residential
Total real estate loans
Commercial and industrial
loans
Equipment financing
agreements
Loans receivable
Loans with predetermined
interest rates
Loans with variable interest
rates
After One
Year but
Within Three
Years
After Three
Years but
Within Five
Years
After Five
Years but
Within
Fifteen Years
Within One
Year
(in thousands)
After Fifteen
Years
Total
$
143,282 $
223,201
44,642
161,349
302,488 $
144,700
304,724
449,605
$
337,496
195,646
187,473
464,594
273,366 $
160,426
31,255
240,056
50,728 $
16,546
6,887
50,930
1,107,360
740,519
574,981
1,366,534
572,474
90,314
4,389
667,177
1,201,517
7,992
79
1,209,588
1,185,209
2,039
51
1,187,299
705,103
—
4,596
709,699
125,091
—
953,546
1,078,637
3,789,394
100,345
962,661
4,852,400
300,604
211,592
117,201
118,422
—
747,819
32,505
1,000,286 $
199,095
1,620,275 $
330,200
1,634,700
$
20,415
848,536 $
—
1,078,637 $
582,215
6,182,434
457,273 $
1,166,448 $
1,140,292
$
96,975 $
266,551 $
3,127,539
543,013
453,827
494,408
751,561
812,086
3,054,895
$
$
38
The table below shows the maturity distribution of outstanding loans with fixed or predetermined interest rates due after
one year, as of December 31, 2023.
After One Year
but Within
Three Years
After Three
Years but
Within Five
Years
After Five
Years but
Within Fifteen
Years
(in thousands)
After Fifteen
Years
Total
Real estate loans:
Commercial property
Retail
Hospitality
Office
Other
Total commercial property
loans
Construction
Residential
Total real estate loans
Commercial and industrial loans
Equipment financing agreements
Loans receivable
$
$
271,788 $
78,569
240,043
372,383
962,783
—
78
962,861
4,492
199,095
1,166,448 $
207,650 $
162,169
127,410
299,167
796,396
—
—
796,396
13,695
330,201
1,140,292 $
26,063
1,046
—
38,983
66,092
—
2,574
68,666
7,894
20,415
96,975
$
241 $
—
—
5,263
5,504
—
261,047
266,551
—
—
$
266,551 $
505,742
241,784
367,453
715,796
1,830,775
—
263,699
2,094,474
26,081
549,711
2,670,266
The table below shows the maturity distribution of outstanding loans with floating or variable interest rates (including
hybrids) due after one year, as of December 31, 2023.
After One Year
but Within
Three Years
After Three
Years but
Within Five
Years
After Five
Years but
Within Fifteen
Years
(in thousands)
After Fifteen
Years
Total
Real estate loans:
Commercial property
Retail
Hospitality
Office
Other
Total commercial property
loans
Construction
Residential
Total real estate loans
Commercial and industrial loans
Equipment financing agreements
Loans receivable
$
30,700 $
66,132
64,682
77,222
238,736
7,992
—
246,728
207,099
—
129,845 $
33,477
60,063
165,427
388,812
2,039
51
390,902
103,506
—
$
453,827 $
494,408 $
247,302
159,380
31,255
201,073
639,010
—
2,022
641,032
110,529
—
751,561
$
50,487 $
16,546
6,887
45,668
119,588
—
692,498
812,086
—
—
$
812,086 $
458,334
275,535
162,887
489,390
1,386,146
10,031
694,571
2,090,748
421,134
—
2,511,882
As of December 31, 2023, the loan portfolio included the following concentrations of loans to one type of industry that
were greater than 10% of loans receivable:
Balance as of
December 31, 2023
Percentage
of Loans
Receivable
Outstanding
Lessor of nonresidential buildings
Hospitality
$
$
(dollars in thousands)
1,743,709
744,571
28.2 %
12.0 %
Loan Quality Indicators
Loans 30 to 89 days past due and still accruing were $10.3 million, $7.5 million and $5.9 million as of December 31,
2023, 2022 and 2021, respectively, representing an increase of $2.8 million, or 37.0%, for 2023 and an increase of $1.6 million
39
or 27.4%, for 2022. The increase for 2023 was primarily attributable to a $7.6 million increase in past due and still accruing
equipment financing agreements, offset by $1.4 million in reductions from equipment financing agreements brought current as
well as payoffs and charge-offs of $3.9 million. At December 31, 2023, equipment financing agreements comprised 9.4% of
the total loan portfolio, compared with 10.0% at December 31, 2022. Of these, 1.37% were 30 to 89 days delinquent and still
accruing at December 31, 2023, compared with 1.04% at December 31, 2022.
At December 31, 2023, 2022 and 2021, there were no loans 90 days or more past due and still accruing interest.
Activity in criticized loans was as follows for the periods indicated:
December 31, 2023
Balance at beginning of period
Additions
Reductions
Balance at end of period
December 31, 2022
Balance at beginning of period
Additions
Reductions
Balance at end of period
Special Mention
Classified
(in thousands)
$
$
$
$
79,013 $
58,235
(71,933 )
65,315 $
95,294 $
133,134
(149,415 )
79,013 $
46,192
16,013
(30,838 )
31,367
60,633
15,808
(30,249 )
46,192
Special mention loans decreased $13.7 million, or 17.3%, to $65.3 million at December 31, 2023 from $79.0 million at
December 31, 2022. The decrease in special mention loans included upgrades to pass loans of $60.0 million, downgrades to
classified loans of $10.0 million and pay downs and payoffs of $1.7 million. The upgrades to pass loans were primarily
attributable to a $23.5 million loan relationship in the automobile manufacturing industry and an $8.5 million commercial real
estate and commercial and industrial relationship in the consumer electronics industry. The downgrades to classified loans was
primarily due to a $4.8 million commercial and industrial health-care industry loan, net of a $5.2 million charge-off. The
decrease in special mention loans was partially offset by downgrades from pass loans. Downgrades from pass loans included
an assisted living facility construction loan of $28.0 million, a commercial and industrial digital communications industry loan
of $13.9 million, and $11.5 million in other loan downgrades.
Classified loans decreased $14.8 million, or 32.1%, to $31.4 million at December 31, 2023, from $46.2 million at
December 31, 2022. The decrease was primarily attributable to loan upgrades of $20.1 million, pay downs and payoffs of $5.5
million, charge-offs of $2.8 million, and loan sales of $2.4 million. Loan upgrades during 2023 consisted primarily of two
commercial real estate hospitality loans of $17.2 million. The decreases were partially offset by the downgrade of a
nonperforming commercial and industrial health-care industry loan totaling $4.8 million, downgrades of $6.6 million in
equipment financing agreements and $4.6 million in other loan downgrades.
Nonperforming Assets
Nonperforming loans consist of loans on nonaccrual status and loans 90 days or more past due and still accruing interest.
Nonperforming assets consist of nonperforming loans and OREO. Loans are placed on nonaccrual status when, in the opinion
of management, the full timely collection of principal or interest is in doubt. Generally, the accrual of interest is discontinued
when principal or interest payments become more than 90 days past due, unless management believes the loan is adequately
collateralized and in the process of collection. However, in certain instances, we may place a particular loan on nonaccrual
status earlier, depending upon the individual circumstances surrounding the delinquency of the loan. When a loan is placed on
nonaccrual status, previously accrued but unpaid interest is reversed against current income. Subsequent collections of cash are
applied as principal reductions when received, except when the ultimate collectability of principal is probable, in which case
interest payments are credited to income. Nonaccrual loans may be restored to accrual status when principal and interest become
current and full repayment is expected, which generally occurs after sustained payment of six months. Interest income is
recognized on the accrual basis for loans not meeting the criteria for nonaccrual. OREO consists of properties acquired by
foreclosure or similar means.
Except for nonperforming loans discussed below, management is not aware of any loans as of December 31, 2023 for
which known credit problems of the borrower would cause serious doubts as to the ability of such borrowers to comply with
40
their present loan repayment terms, or any known events that would result in the loan being designated as nonperforming at
some future date.
Nonaccrual loans were $15.5 million and $9.8 million as of December 31, 2023 and 2022, respectively, representing an
increase of $5.7 million, or 58.2%, for 2023. The increase in nonaccrual loans for 2023 resulted from additions to
nonperforming loans of $12.7 million, offset by payoffs, paydowns, note sales, or upgrades of $7.0 million. At December 31,
2023, 1.25% of equipment financing agreements were on nonaccrual status compared with 0.96% at December 31, 2022. As
of December 31, 2023 and 2022, all loans 90 days or more past due were classified as nonaccrual.
The $15.5 million of nonperforming loans as of December 31, 2023 had individually evaluated allowances of $3.4
million, compared with $9.8 million of nonperforming loans with individually evaluated allowances of $3.3 million as of
December 31, 2022.
Nonperforming assets were $15.6 million at December 31, 2023, or 0.21% of total assets, compared with $10.0 million,
or 0.14%, at December 31, 2022. Additionally, not included in nonperforming assets were repossessed personal property assets
associated with equipment finance agreements of $1.3 million and $0.5 million at December 31, 2023 and 2022, respectively.
As of December 31, 2023 and 2022, OREO consisted of one property with a carrying value of $0.1 million.
Individually Evaluated Loans
The Company reviews all loans on an individual basis when they do not share similar risk characteristics with loan pools.
Individually evaluated loans are measured for expected credit losses based on the present value of expected cash flows
discounted at the effective interest rate, the observable market price, or the fair value of collateral.
Individually evaluated loans were $15.4 million, $9.8 million and $13.4 million as of December 31, 2023, 2022 and
2021, respectively, representing an increase of $5.6 million, or 56.8%, for 2023, and a decrease of $3.5 million, or 26.3%, for
2022. The increase primarily reflected the addition of a $10.0 million nonperforming commercial and industrial loan in the
health-care industry, of which $5.2 million was charged off in 2023. Specific allowance allocations associated with individually
evaluated loans increased $0.1 million to $3.4 million as of December 31, 2023, compared with $3.3 million as of December
31, 2022.
No loans were modified to borrowers with financial difficulties for which a concession was made during the years ended
December 31, 2023, 2022 and 2021. A borrower is experiencing financial difficulties when there is a probability that the
borrower will be in payment default on any of its debt in the foreseeable future without the modification. The Company has
granted a concession by providing principal forgiveness, a term extension, an other-than-insignificant payment delay, or an
interest rate reduction.
Allowance for Credit Losses and Allowance for Credit Losses Related to Off-Balance Sheet Items
The Company’s estimate of the allowance for credit losses at December 31, 2023 and 2022 reflected losses expected
over the remaining contractual life of the assets based on historical, current, and forward-looking information. The contractual
term does not consider extensions, renewals or modifications.
Management selected three loss methodologies for the collective allowance estimation. At December 31, 2023, the
Company used the discounted cash flow (“DCF”) method to estimate allowances for credit losses for the commercial and
industrial loan portfolio, the Probability of Default/Loss Given Default (“PD/LGD”) method for the commercial property,
construction and residential property portfolios, and the Weighted Average Remaining Maturity (“WARM”) method to
estimate expected credit losses for equipment financing agreements. Loans that do not share similar risk characteristics are
individually evaluated for allowances.
For all loan pools utilizing the DCF method, the Company determined that four quarters represented a reasonable and
supportable forecast period and reverted to a historical loss rate over twelve quarters on a straight-line basis. For each of these
loan segments, the Company applied an annualized historical PD/LGD using all available historical periods. Since reasonable
and supportable forecasts of economic conditions are embedded directly into the DCF model, qualitative adjustments are
considered but were minimal.
41
For loan pools utilizing the PD/LGD method, the Company used historical periods that included an economic downturn
to derive historical losses for better alignment in the estimation of expected losses under the PD/LGD method. The Company
relied on Frye-Jacobs modeled LGD rates for loan segments with insufficient historical loss data. The Frye-Jacobs model
provides a means of applying an LGD rate in the event that limited to no loss data is available. The PD/LGD method
incorporates a forecast into loss estimates using a qualitative adjustment.
The Company used the WARM method to estimate expected credit losses for the equipment financing agreements
portfolio. The Company applied an expected loss ratio based on internal historical losses adjusted as appropriate for qualitative
factors.
For the years ended December 31, 2023 and 2022, the Company relied on the economic projections from Moody’s to
inform its loss driver forecasts over the four-quarter forecast period. For all loan pools, the Company utilizes and forecasts the
national unemployment rate as the primary loss driver.
The methodology for calculating the allowance for credit losses is discussed in more detail in “Notes to Consolidated
Financial Statements, Note 1 — Summary of Significant Accounting Policies.”
To adjust the historical and forecast periods to current conditions, the Company applies various qualitative factors derived
from market, industry or business specific data, changes in the underlying portfolio composition, trends relating to credit
quality, delinquent and nonperforming loans and adversely-rated equipment financing agreements, and reasonable and
supportable forecasts of economic conditions.
The table below presents the allowance for credit losses by portfolio segment as a percentage of the total allowance for
credit losses and loans by portfolio segment as a percentage of the aggregate investment of loans receivable for the periods
presented:
2023
Allowance
Amount
Percentage of
Total
Allowance
Total Loans
As of December 31,
Percentage of
Total Loans
Allowance
Amount
(dollars in thousands)
2022
Percentage of
Total
Allowance
Total Loans
Percentage of
Total Loans
Real estate loans:
Commercial property
Retail
Hospitality
Office
Other
Total commercial
property loans
Construction
Residential
Total real estate loans
Commercial and industrial
loans
Equipment financing
agreements
Total
$
$
10,264
15,534
3,024
8,663
37,485
2,756
5,258
45,499
10,257
13,706
69,462
14.8 % $ 1,107,360
740,519
22.4
574,981
4.4
1,366,534
12.4
54.0
4.0
7.5
65.5
14.8
3,789,394
100,345
962,661
4,852,400
747,819
582,215
19.7
100.0 % $ 6,182,434
17.9 % $
12.0
9.3
22.1
61.3
1.6
15.6
78.5
12.1
9.4
100.0 % $
7,872
13,407
2,293
13,056
36,628
4,022
3,376
44,026
15,267
12,230
71,523
11.0 % $ 1,023,608
646,893
18.7
499,946
3.2
1,553,729
18.3
51.2
5.7
4.7
61.6
21.3
3,724,176
109,205
734,472
4,567,853
804,492
17.2 %
10.8
8.4
26.0
62.4
1.8
12.4
76.6
13.4
594,788
17.1
100.0 % $ 5,967,133
10.0
100.0 %
The following table sets forth certain information regarding certain ratios related to our allowance for credit losses for
the periods presented:
2023
As of and for the Year Ended December 31,
2022
(dollars in thousands)
2021
Ratios:
Allowance for credit losses to loans
Nonaccrual loans to loans
Allowance for credit losses to nonaccrual loans
Balance:
Nonaccrual loans at end of period
Nonperforming loans at end of period
$
$
1.20 %
0.17 %
726.42 %
9,846
9,846
$
$
1.41 %
0.26 %
543.09 %
13,360
13,360
1.12 %
0.25 %
448.89 %
15,474
15,474
$
$
42
The allowance for credit losses was $69.5 million at December 31, 2023 compared with $71.5 million at December 31,
2022. The allowance for credit losses as a percentage of loans decreased to 1.12% as of December 31, 2023 from 1.20% as of
December 31, 2022. The allowance attributed to loans individually evaluated was $3.4 million at December 31, 2023 compared
with $3.3 million at December 31, 2022. The allowance attributed to loans collectively evaluated was $66.1 million at
December 31, 2023, compared with $68.2 million at December 31, 2022. The decrease principally reflected the reduction of
required reserves due to upgrades during the year ended December 31, 2023 of loans previously adversely affected by the
pandemic.
The following table presents a summary of net charge-offs (recoveries) for the loan portfolio:
2023
Average
Loans
Net (Charge-
offs)
Recoveries
$
$
3,769,283
—
873,904
729,382
(322 )
—
7
432
Net (Charge-
offs)
Recoveries to
Average
Loans
For the year ended December 31,
2022
Net (Charge-
offs)
Recoveries to
Average
Loans
Net (Charge-
offs)
Recoveries
(dollars in thousands)
Average
Loans
2021
Average
Loans
Net (Charge-
offs)
Recoveries
Net (Charge-
offs) Recoveries
to Average
Loans
$
(0.01 )%
—
0.00
3,833,043
—
541,975
$
(1,041 )
—
3
$
(0.03 )%
—
—
3,364,940
68,851
344,698
$
0.06
686,042
654
0.10
580,220
420
8,954
6
351
595,770
5,968,339
$
$
(7,160 )
(7,043 )
(1.20 )
(0.12 )%
$
535,504
5,596,564
$
(990 )
(1,374 )
(0.18 )
(0.02 )%
$
435,797
4,794,506
$
(3,454 )
6,277
0.01 %
13.00
—
0.06
(0.79 )
0.13 %
Commercial real estate loans
Construction loans
Residential loans
Commercial and industrial
loans
Equipment financing
agreements
Total
For the year ended December 31, 2023, gross charge-offs were $16.1 million, an increase of $11.4 million, or 240.7%,
from $4.7 million for 2022, and gross recoveries were $9.0 million, an increase of $5.7 million, or 170.2%, from $3.3 million
for 2022. Net loan charge-offs were $7.0 million, or 0.12% of average loans, compared with net loan charge-offs of $1.4
million, or 0.02% of average loans and net loan charge-offs of $6.3 million or 0.13% of average loans, respectively, for the
years ended December 31, 2023, 2022 and 2021. Gross charge-offs for the year ended December 31, 2023 consisted of the $5.2
million charge-off on a nonperforming commercial and industrial loan in the health-care industry, the $1.0 million charge-off
on a nonperforming commercial and industrial loan, and $8.8 million of charge-offs of equipment financing arrangements.
Gross recoveries for the year ended December 31, 2023 primarily consisted of a $6.8 million recovery from a troubled loan
relationship in 2019.
The allowance for off-balance sheet exposure, as of December 31, 2023, 2022 and 2021 was $2.5 million, $3.1 million
and $2.6 million, respectively, representing a decrease of $0.6 million, or 20.6%, in 2023, and an increase of $0.5 million, or
20.4%, in 2022. The Bank closely monitors the borrower’s repayment capabilities, while funding existing commitments to
ensure losses are minimized. Based on management’s evaluation and analysis of portfolio credit quality and prevailing
economic conditions, we believe these allowances were adequate for losses inherent in the loan portfolio and off-balance sheet
exposure as of December 31, 2023.
Deposits
The following table shows the composition of deposits by type as of the dates indicated:
Demand – noninterest-bearing
Interest-bearing:
Demand
Money market and savings
Uninsured amount of time deposits more than
$250,000:
Three months or less
Over three months through six months
Over six months through twelve months
Over twelve months
All other insured time deposits
Total deposits
2023
Balance
Percent
As of December 31,
2022
Balance
Percent
(dollars in thousands)
2021
Balance
Percent
$ 2,003,596
31.9 % $ 2,539,602
41.3 % $ 2,574,517
44.5 %
87,452
1,734,659
1.4
27.6
115,573
1,556,690
1.9
25.2
125,183
2,099,381
2.2
36.2
186,321
201,085
222,683
70,932
1,773,846
$ 6,280,574
44,828
3.0
123,471
3.2
191,248
3.5
138,451
1.1
28.2
1,458,209
100.0 % $ 6,168,072
69,464
0.7
73,808
2.0
29,706
3.1
549
2.2
23.6
813,661
100.0 % $ 5,786,269
1.2
1.3
0.5
—
14.1
100.0 %
Total deposits were $6.28 billion, $6.17 billion and $5.79 billion as of December 31, 2023, 2022 and 2021, respectively,
representing an increase of $112.5 million, or 1.8%, for 2023, and an increase of $381.8 million, or 6.6%, for 2022. The increase
43
in total deposits for 2023 was primarily attributable to an increase of $498.7 million in time deposits and an increase of $178.0
million in money market and savings accounts, offset by a decrease of $536.0 million in non-interest bearing demand deposits.
The changes in the deposit composition from 2022 to 2023 were primarily due to the increase in deposit rates. At December
31, 2023, the loan-to-deposit ratio was 98.4% compared with 96.7% at December 31, 2022.
The average balance of deposits for the years ended December 31, 2023, 2022 and 2021 were $6.19 billion, $5.95 billion
and $5.56 billion, respectively. The average balance of deposits increased 4.0%, 7.0% and 12.4% in 2023, 2022 and 2021,
respectively.
As of December 31, 2023, the aggregate amount of uninsured deposits (deposits in amounts greater than $250,000, which
is the maximum amount for federal deposit insurance) was $2.52 billion. The aggregate amount of our uninsured time deposits
was $681.0 million. Other uninsured deposits, such as demand deposits and money market and savings deposits were $1.84
billion. In addition, $1.09 billion of total uninsured deposits were in accounts with balances of $5.0 million or more at December
31, 2023.
The Bank’s wholesale funds historically consisted of FHLB advances, brokered deposits, as well as State of California
time deposits. As of December 31, 2023 and 2022, the Bank had $325.0 million and $350.0 million of FHLB advances, $58.3
million and $83.3 million of brokered deposits, and $120.0 million and $120.0 million of State of California time deposits,
respectively.
Borrowings and Subordinated Debentures
Borrowings mostly take the form of FHLB advances. At December 31, 2023, FHLB advances were $325.0 million, a
decrease of $25.0 million from $350.0 million at December 31, 2022. Funds from deposit growth not used to fund loan
production were used to pay off borrowings. At December 31, 2023, the Bank had $112.5 million in term advances and $212.5
million in FHLB open advances. FHLB term advances and open advances were $100.0 million and $250.0 million, respectively,
at December 31, 2022.
The following is a summary of contractual maturities of FHLB advances greater than twelve months:
FHLB of San Francisco
December 31, 2023
December 31, 2022
Outstanding
Balance
Weighted
Average
Rate
(dollars in thousands)
Outstanding
Balance
Weighted
Average
Rate
Advances due over 12 months through 24 months
Advances due over 24 months through 36 months
Outstanding advances over 12 months
$
$
12,500
62,500
75,000
1.90 % $
4.37
3.96 % $
37,500
12,500
50,000
0.40 %
1.90
0.78 %
The following is financial data pertaining to FHLB advances:
Weighted-average interest rate at end of year
Weighted-average interest rate during the year
Average balance of FHLB advances
Maximum amount outstanding at any month-end
2023
As of December 31,
2022
(dollars in thousands)
3.57 %
1.52 %
4.69 %
3.48 %
$
$
197,390
450,000
$
$
148,027
350,000
$
$
2021
1.05 %
1.17 %
145,277
162,500
Subordinated debentures were $130.0 million as of December 31, 2023 and $129.4 million as of December 31, 2022.
Subordinated debentures were comprised of fixed-to-floating subordinated notes of $108.3 million and $108.2 million as of
December 31, 2023 and 2022, respectively, and junior subordinated deferrable interest debentures of $21.7 million and $21.2
million as of December 31, 2023 and 2022, respectively. See “Note 10 - Subordinated Debentures” to the consolidated financial
statements for more details.
Stockholder's Equity
Stockholders’ equity at December 31, 2023 was $701.9 million, an increase of $64.4 million from $637.5 million at
December 31, 2022. The increase during 2023 includes a $16.8 million increase in unrealized after-tax gain on securities
available for sale due to changes in intermediate-term interest rates. 2023 net income, net of $30.5 million of dividends paid,
44
added $49.5 million to stockholders' equity for the period. In addition, Hanmi repurchased 250,000 shares during 2023 at an
average share price of $16.34 for a total cost of $4.1 million. At December 31, 2023, 409,972 shares remain under the
Company’s share repurchase program.
Interest Rate Risk Management
The financial performance of the Company is impacted by changes in interest rates because the Company's primary
source of income is derived from earning a spread between the interest income it receives on its interest-earning assets and the
interest expense it pays on its interest-bearing liabilities, its net interest income. We emphasize capital protection through stable
earnings rather than maximizing yield. In order to achieve stable earnings, we prudently manage our assets and liabilities and
closely monitor the percentage changes in net interest income and equity value in relation to limits established within our
guidelines.
The Company performs simulation modeling to measure sensitivity of its interest-earning assets and interest-bearing
liabilities to changes in interest rates. It consists of forecasting the net interest income and measuring the economic value of
equity in scenarios of instantaneous parallel shifts in the yield curve, and measuring changes from the current rate scenario.
The following table summarizes the results as of December 31, 2023. The results are compared to policy limits, which for net
interest income, specify the maximum tolerance level over a 1- to 12-month and a 13- to 24-month horizon.
Change in
Interest
Rate
300%
200%
100%
(100%)
(200%)
(300%)
Change in
Interest
Rate
300%
200%
100%
(100%)
(200%)
(300%)
$
$
$
$
$
$
$
$
$
$
$
$
Net Interest Income Simulation
1- to 12-Month Horizon
13- to 24-Month Horizon
Dollar
Change
Percentage
Change
Dollar
Change
Percentage
Change
(dollars in thousands)
(1,869 )
(2,029 )
(56 )
(1,703 )
(5,147 )
(10,084 )
(0.84 %) $
(0.92 %) $
(0.03 %) $
(0.77 %) $
(2.32 %) $
(4.55 %) $
4,454
843
2,528
(6,482 )
(16,981 )
(31,131 )
1.75 %
0.33 %
0.99 %
(2.55 %)
(6.68 %)
(12.24 %)
Economic Value of Equity
(EVE)
Dollar
Change
Percentage
Change
(dollars in thousands)
(56,333 )
(39,880 )
(10,210 )
(8,396 )
(38,669 )
(92,019 )
(8.51 %)
(6.02 %)
(1.54 %)
(1.27 %)
(5.84 %)
(13.90 %)
The estimated sensitivity does not necessarily represent our forecast, and the results may not be indicative of actual
changes to our net interest income. These estimates are based upon a number of assumptions, including the timing and
magnitude of interest rate changes, prepayments on loans receivable and securities, pricing strategies on loans receivable and
deposits, and replacement of asset and liability cash flows.
The key assumptions, based upon loans receivable, securities and deposits, are as follows:
Conditional prepayment rates*:
Loans receivable
Securities
Deposit rate betas*:
NOW, savings, money market demand
Time deposits, retail and wholesale
* Balance-weighted average
15 %
6 %
48 %
76 %
45
While the assumptions used are based on current economic and local market conditions, there is no assurance as to the
predictive nature of these conditions, including how customer preferences or competitor influences might change.
Capital Resources and Liquidity
Capital Resources
Historically, our primary source of capital has been the retention of operating earnings. In order to ensure adequate levels
of capital, management periodically assesses projected sources and uses of capital in conjunction with projected increases in
assets and levels of risk. Management considers, among other things, earnings generated from operations, and access to capital
from financial markets through the issuance of additional securities, including common stock or notes, to meet our capital
needs.
The Company’s ability to pay dividends to shareholders depends in part upon dividends it receives from the Bank.
California law 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 shareholders 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: (1) retained
earnings of the Bank; (2) net income of the Bank for its last fiscal year; or (3) the net income of the Bank for its current fiscal
year. The Company paid $30.5 million ($1.00 per share), $28.6 million ($0.94 per share), and $16.5 million ($0.54 per share)
in dividends in 2023, 2022, and 2021, respectively. As of January 1, 2024, after giving effect to the 2024 first quarter dividend
declared by the Company, the Bank has the ability to pay $174.5 million of dividends without the prior approval of the
Commissioner of the DFPI.
At December 31, 2023, the Bank’s total risk-based capital ratio was 14.27%, Tier 1 risk-based capital ratio was 13.26%,
common equity Tier 1 capital ratio was 13.26%, and Tier 1 leverage capital ratio was 11.32%, placing the Bank in the “well
capitalized” category, which is defined as institutions with total risk-based capital ratio equal to or greater than 10.00%, Tier 1
risk-based capital ratio equal to or greater than 8.00%, common equity Tier 1 capital ratio of 6.50%, and Tier 1 leverage capital
ratio equal to or greater than 5.00%.
At December 31, 2023, the Company’s total risk-based capital ratio, Tier 1 risk-based capital ratio, common equity Tier
1 capital ratio and Tier 1 leverage capital ratio were 14.95%, 12.20%, 11.86%, and 10.37%, respectively, all of which exceeded
the Company’s regulatory capital ratio requirements.
For a discussion of recently implemented changes to the capital adequacy framework prompted by Basel III and the
Dodd-Frank Act, see “Note 13 — Regulatory Matters” of Notes to Consolidated Financial Statements in this Report.
Liquidity
The Bank has Contingency Funding Plan (“CFP”) designed to ensure that liquidity sources are sufficient to meet its
ongoing obligations and commitments, particularly in the event of a liquidity contraction. The CFP provides a framework for
management and other critical personnel to follow in the event of a liquidity contraction or in anticipation of such an event.
Management believes that Hanmi Financial, on a stand-alone basis, had adequate liquid assets to meet its current debt
obligations.
For a discussion of our liquidity position, see “Note 22 - Liquidity” of Notes to Consolidated Financial Statements in this
Report.
Off-Balance Sheet Arrangements
For a discussion of off-balance sheet arrangements, see “Note 19 — Off-Balance Sheet Commitments” of Notes to
Consolidated Financial Statements and “Item 1. Business — Off-Balance Sheet Commitments” in this Report.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
For quantitative and qualitative disclosures regarding market risks in the Bank’s portfolio, see “Item 7. Management’s
Discussion and Analysis of Financial Condition and Results of Operations — Interest Rate Risk Management” and “— Capital
Resources and Liquidity.”
46
Item 8. Financial Statements and Supplementary Data
The financial statements required to be filed as a part of this Report are set forth on pages 51 through 104.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Disclosure Controls and Procedures
As of December 31, 2023, Hanmi Financial carried out an evaluation of the effectiveness of our disclosure controls and
procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, under the supervision and with the
participation of our senior management, including our Chief Executive Officer (principal executive officer) and our Chief
Financial Officer (principal financial officer). The purpose of the disclosure controls and procedures is to ensure that
information required to be disclosed in the reports that are filed or submitted under the Exchange Act, is recorded, processed,
summarized and reported, within the time periods specified in the SEC rules and forms, and that such information is
accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to
allow timely decisions regarding required disclosure.
Based upon that evaluation, the Company’s principal executive officer and principal financial officer concluded that as
of December 31, 2023, the Company’s disclosure controls and procedures were effective in ensuring that the information
required to be disclosed by the Company in the reports it files or submits under the Exchange Act is (i) accumulated and
communicated to the Company’s management (including the Principal Executive Officer and Principal Financial Officer) to
allow timely decisions regarding required disclosure, and (ii) recorded, processed, summarized and reported within the time
periods specified in the SEC’s rules and forms.
Management’s Annual Report on Internal Control Over Financial Reporting
The management of Hanmi Financial is responsible for establishing and maintaining adequate internal control over
financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Hanmi Financial’s
internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of the financial statements for external purposes in accordance with GAAP. Internal
control over financial reporting includes those policies and procedures that:
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the Company’s assets;
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements
in accordance with U.S. GAAP;
provide reasonable assurance that receipts and expenditures of the Company are being made only in accordance with
authorizations of management and directors of the Company; and
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.
Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31,
2023. Management based this assessment on criteria for effective internal control over financial reporting described in Internal
Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission
(“COSO”). Management’s assessment included an evaluation of the design of Hanmi Financial’s internal control over financial
reporting and testing of the operational effectiveness of its internal control over financial reporting. Management reviewed the
results of its assessment with the Audit Committee of our Board of Directors. Based on this assessment, management concluded
that Hanmi Financial maintained effective internal control over financial reporting as of December 31, 2023.
47
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f)
of the Exchange Act) that occurred during the fourth quarter of fiscal 2023 that have materially affected, or are reasonably
likely to materially affect, the Company’s internal control over financial reporting.
Attestation Report of the Company’s Independent Registered Public Accounting Firm
Crowe LLP, the independent registered public accounting firm that audited and reported on the Consolidated Financial
Statements of Hanmi Financial and its subsidiaries, has issued an audit report on the effectiveness of Hanmi Financial’s internal
control over financial reporting as of December 31, 2023 in accordance with the standards of Public Company Accounting
Oversight Board (United States).
Item 9B. Other Information
Not applicable.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
48
Part III
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this Item is incorporated herein by reference to the sections of Hanmi Financial
Corporation’s Definitive Proxy Statement to be filed with the SEC in connection with its 2024 Annual Meeting of Stockholders
(the “2024 Proxy Statement”) entitled “Election of Directors,” “Corporate Governance Principles and Board Matters,”
“Executive Compensation — Officers” and “Beneficial Ownership of Principal Stockholders and Management — Delinquent
Section 16(a) Reports.”
The Company maintains in effect a Code of Business Conduct and Ethics for all employees, executive officers and
directors. The codes of conduct are available on the Company’s website www.hanmi.com on the “Investors Relations” page
and is also available to any person without charge by sending a request to the Corporate Secretary at 900 Wilshire Boulevard,
Suite 1250, Los Angeles, California 90017.
Item 11. Executive Compensation
The information required by this Item is incorporated herein by reference to the sections of the 2024 Proxy Statement
entitled “Corporate Governance and Board Matters — Director Compensation,” “— CHR Committee Interlocks and Insider
Participation” and “Executive Compensation.”
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Information concerning security ownership of certain beneficial owners and management not otherwise included herein
is incorporated by reference to the 2024 Proxy Statement under the heading “Beneficial Ownership of Principal Stockholders
and Management.”
Securities Authorized for Issuance under Equity Compensation Plans
The following table sets forth the total number of shares available for issuance under the Company’s equity compensation
plans as of December 31, 2023:
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
Number of securities
remaining available
for future issuance
under equity
compensation plans
(excluding securities
reflected in
column (a))
61,000 $
—
61,000 $
22.73
—
22.73
1,116,555
—
1,116,555
Plan category
Equity compensation plans approved by security
holders
Equity compensation plans not approved by security
holders
Total equity compensation plans
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this Item is incorporated herein by reference to the sections of the 2024 Proxy Statement
entitled “Corporate Governance and Board Matters — Director Independence” and “Certain Relationships and Related
Transactions.”
Item 14. Principal Accounting Fees and Services
The information required by this Item is incorporated herein by reference to the section of the 2024 Proxy Statement
entitled “Ratification of the Appointment of the Independent Registered Public Accounting Firm” and “Audit and Non-Audit
Fees.”
49
Item 15. Exhibits and Financial Statement Schedules
Part IV
(1) The financial statements are listed in the Index to consolidated financial statements of this Report.
(2) All financial statement schedules have been omitted, as the required information is not applicable, not material or
has been included in the notes to consolidated financial statements.
(3) The exhibits required to be filed with this Report are listed in the exhibit index included herein.
Item 16. Form 10-K Summary
None.
50
Hanmi Financial Corporation and Subsidiaries
Index to Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm (PCAOB ID Number 173) .............................................
Consolidated Balance Sheets as of December 31, 2023 and 2022 ..............................................................................
Consolidated Statements of Income for the Years Ended December 31, 2023, 2022 and 2021 ..................................
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2023, 2022 and 2021 ........
Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2023, 2022 and
2021 .............................................................................................................................................................................
Consolidated Statements of Cash Flows for the Years Ended December 31, 2023, 2022 and 2021 ...........................
Notes to Consolidated Financial Statements ...............................................................................................................
Page
52
55
56
57
58
59
60
51
Report of Independent Registered Public Accounting Firm
Shareholders and the Board of Directors of Hanmi Financial Corporation and Subsidiaries
Los Angeles, California
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Hanmi Financial Corporation and Subsidiaries (the
“Company”) as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income,
changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2023, and
the related notes (collectively referred to as the “financial statements”). We also have audited the Company’s internal control
over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework:
(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the
Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the
three-year period ended December 31, 2023 in conformity with accounting principles generally accepted in the United States
of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial
reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework: (2013) issued by
COSO.
Basis for Opinions
The Company’s management is responsible for these financial statements, 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 Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an
opinion on the Company’s financial statements and an opinion on the Company’s internal control over financial reporting based
on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United
States) (“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 audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due
to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the
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 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 financial statements. 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 audits also included
performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a
reasonable basis for our opinions.
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.
52
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.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the 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 financial statements and (2) involved our especially challenging, subjective, or complex judgments. The
communication of the critical audit matter does not alter in any way our opinion on the 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.
Allowance for Credit Losses on Loans - Probability of Default / Loss Given Default Model
The allowance for credit losses on loans (as described in Note 1) is an estimate of expected credit losses, measured over the
contractual life of the loans based on historical, current, and forward-looking information. The Company reported a gross loan
portfolio of $6.1 billion and a related allowance for credit losses (ACL) on loans of $69.5 million at December 31, 2023. The
Company employed a Probability of Default / Loss Given Default (PD/LGD) method for the commercial property, construction,
and residential real estate property portfolios. At December 31, 2023, the PD/LGD model was applied to 79% of the loan
portfolio.
The PD and LGD assumptions are largely based on internal default and loss history but may employ the use of third-party
proxy loan information when insufficient loss history exists internally. The use of proxy loan information requires significant
judgment to assess expected performance of the credit portfolio.
We consider the Company’s allowance for credit losses on loans for the portion of the portfolio using the PD/LGD model a
critical audit matter, particularly as it pertains to management’s judgments employed in the application of the regression model.
Auditing management’s PD/LGD model involved especially subjective auditor judgment in applying and evaluating audit
procedures and required significant effort, including the need to involve firm valuation specialists.
The primary procedures we performed to address this critical audit matter included:
Testing the design and operating effectiveness of controls over the application of the assumptions used to support
the PD/LGD model including controls addressing:
o
o
o
o
The completeness and accuracy of internal data
Relevance and reliability of peer data used in the Frye-Jacobs estimation technique that impacts the
regression model supporting the PD/LGD forecast
Third-party model validation
Reasonableness of management’s judgments and significant assumptions over significant inputs
Substantively testing management's process, including evaluating management’s judgments and assumptions, for
developing the estimate of the allowance for credit losses derived with the PD/LGD model, which included:
o
o
o
Testing management’s methodology and conceptual soundness of the PD/LGD model, for which we used
Crowe LLP valuation specialists to assist with evaluating the third-party regression models used in
forecasting and loss-driver analysis, and validation of inputs to the model;
Evaluating the reasonableness of management’s judgments over the selection of proxy loan information
when applicable, including evaluating whether judgments were applied as described within the model;
Evaluating the reasonableness of management’s judgments over the application of reasonable and
supportable forecasts, determination of the forecast period and reversion periods, and evaluating the
relevance and reliability of external data used to inform management’s judgments;
53
o
Evaluating the procedures and results of the Company’s third-party model validation, as well as
management’s responses to results.
/s/ Crowe LLP
We have served as the Company's auditor since 2019.
Los Angeles, California
February 29, 2024
54
Hanmi Financial Corporation and Subsidiaries
Consolidated Balance Sheets
(in thousands except share data)
Assets
Cash and due from banks
Securities available for sale, at fair value (amortized cost of $967,031 and $978,796 as of
December 31, 2023 and 2022, respectively)
Loans held for sale, at the lower of cost or fair value
Loans receivable, net of allowance for credit losses of $69,462 and $71,523 as of December
31, 2023 and 2022, respectively
Accrued interest receivable
Premises and equipment, net
Customers' liability on acceptances
Servicing assets
Goodwill and other intangible assets, net
Federal Home Loan Bank ("FHLB") stock, at cost
Income tax assets
Bank-owned life insurance
Prepaid expenses and other assets
Total assets
Liabilities and Stockholders’ Equity
Liabilities:
Deposits:
Noninterest-bearing
Interest-bearing
Total deposits
Accrued interest payable
Bank's liability on acceptances
Borrowings
Subordinated debentures ($136,800 and $136,800 face amount less unamortized discount
and debt issuance costs of $6,788 and $7,391 as of December 31, 2023 and 2022,
respectively)
Accrued expenses and other liabilities
Total liabilities
Stockholders’ equity:
December 31,
2023
2022
$
302,324 $
352,421
865,739
12,013
6,112,972
23,371
21,959
625
7,070
11,099
16,385
35,226
56,335
105,223
7,570,341 $
2,003,596 $
4,276,978
6,280,574
39,306
625
325,000
130,012
92,933
6,868,450
853,838
8,043
5,895,610
18,537
22,850
328
7,176
11,225
16,385
51,924
55,544
84,381
7,378,262
2,539,602
3,628,470
6,168,072
7,792
328
350,000
129,409
85,146
6,740,747
$
$
Preferred Stock, $0.001 par value; authorized 10,000,000 shares; no shares issued as of
December 31, 2023 and December 31, 2022
Common stock, $0.001 par value; authorized 62,500,000 shares; issued 33,918,035 shares
(30,368,655 shares outstanding) and 33,708,234 shares (30,485,621 shares outstanding) as
of December 31, 2023 and 2022, respectively
Additional paid-in capital
Accumulated other comprehensive loss, net of tax benefit of $29,058 and $35,973 as of
December 31, 2023 and 2022, respectively
Retained earnings
Less: treasury stock; 3,549,380 shares and 3,222,613 shares as of December 31, 2023 and
2022, respectively
Total stockholders’ equity
Total liabilities and stockholders’ equity
$
—
—
34
586,912
(71,928 )
319,048
33
583,410
(88,985 )
269,542
(132,175 )
701,891
7,570,341 $
(126,485 )
637,515
7,378,262
See Accompanying Notes to Consolidated Financial Statements.
55
Hanmi Financial Corporation and Subsidiaries
Consolidated Statements of Income
(in thousands, except share and per share data)
2023
Year Ended December 31,
2022
2021
Interest and dividend income:
Interest and fees on loans receivable
Interest on securities
Dividends on FHLB stock
Interest on deposits in other banks
Total interest and dividend income
Interest expense:
Interest on deposits
Interest on borrowings
Interest on subordinated debentures
Total interest expense
Net interest income before credit loss expense
Credit loss expense (recovery)
Net interest income after credit loss expense (recovery)
Noninterest income:
Service charges on deposit accounts
Trade finance and other service charges and fees
Gain on sale of SBA loans
Net gain (loss) on sales of securities
Other operating income
Total noninterest income
Noninterest expense:
Salaries and employee benefits
Occupancy and equipment
Data processing
Professional fees
Supplies and communications
Advertising and promotion
Other operating expenses
Total noninterest expense
Income before tax
Income tax expense
Net income
Basic earnings per share
Diluted earnings per share
Weighted-average shares outstanding:
Basic
Diluted
$
$
$
$
339,811 $
16,938
1,229
11,350
369,328
134,708
6,867
6,482
148,057
221,271
4,342
216,929
10,147
4,832
5,701
(1,871 )
15,370
34,179
81,398
18,340
13,695
6,255
2,479
3,105
11,255
136,527
114,581
34,540
80,041
$
2.63 $
2.62 $
257,878 $
12,351
1,024
2,560
273,813
25,938
2,249
7,979
36,166
237,647
836
236,811
11,488
4,805
9,478
—
8,429
34,200
76,140
17,648
13,134
5,692
2,638
3,637
11,395
130,284
140,727
39,333
101,394
$
3.33 $
3.32 $
208,602
6,230
941
902
216,675
11,655
1,697
8,273
21,625
195,050
(24,403 )
219,453
11,043
4,628
17,266
(499 )
8,058
40,496
72,561
19,075
12,003
5,566
3,026
2,649
9,575
124,455
135,494
36,817
98,677
3.22
3.22
30,269,740
30,330,258
30,299,148
30,392,057
30,393,559
30,471,747
See Accompanying Notes to Consolidated Financial Statements.
56
Hanmi Financial Corporation and Subsidiaries
Consolidated Statements of Comprehensive Income
(in thousands)
Year Ended December 31,
2022
2023
2021
$
80,041 $
101,394 $
98,677
Net income
Other comprehensive income (loss), net of tax:
Unrealized gain (loss):
Unrealized holding gain (loss) arising during period
Unrealized gain on cash flow hedge
Unrealized gain (loss)
Income tax benefit (expense) related to items of other comprehensive income
Other comprehensive income (loss), net of tax
Reclassification adjustment for losses included in net earnings
Income tax benefit related to reclassification adjustment
Reclassification adjustment for losses included in net earnings, net of tax
Other comprehensive income (loss), net of tax
Total comprehensive income
$
21,795
306
22,101
(6,351 )
15,750
1,871
(564 )
1,307
17,057
97,098 $
(113,094 )
—
(113,094 )
32,552
(80,542 )
—
—
—
(80,542 )
20,852 $
(17,185 )
—
(17,185 )
5,303
(11,882 )
499
(136 )
363
(11,519 )
87,158
See Accompanying Notes to Consolidated Financial Statements.
57
Balance at December 31, 2020
Issuance of awards pursuant to equity incentive plans, net
of forfeitures
Share-based compensation expense
Shares surrendered to satisfy tax liability upon vesting of
equity awards
Repurchase of common stock
Cash dividends paid (common stock, $0.54/share)
Net income
Change in unrealized gain (loss) on securities available for
sale, net of income taxes
Balance at December 31, 2021
Stock options exercised
Issuance of awards pursuant to equity incentive plans, net
of forfeitures
Share-based compensation expense
Shares surrendered to satisfy tax liability upon vesting of
equity awards
Cash dividends paid (common stock, $0.94/share)
Net income
Change in unrealized gain (loss) on securities available for
sale, net of income taxes
Balance at December 31, 2022
Stock options exercised
Issuance of awards pursuant to equity incentive plans, net
of forfeitures
Share-based compensation expense
Shares surrendered to satisfy tax liability upon vesting of
equity awards
Repurchase of common stock
Cash dividends paid (common stock, $1.00/share)
Net income
Change in unrealized gain (loss) on securities available for
sale, net of income taxes
Change in unrealized gain (loss) on cash flow hedge, net
of income taxes
Balance at December 31, 2023
Hanmi Financial Corporation and Subsidiaries
Consolidated Statements of Changes in Stockholders’ Equity
(in thousands, except share data)
Common Stock - Number of Shares
Shares
Issued
33,560,801
Treasury
Shares
(2,842,966 )
Shares
Outstanding
Common
Stock
Stockholders' Equity
Accumulated
Other
Comprehensive
Income (Loss)
Retained
Earnings
Additional
Paid-in
Capital
Treasury
Stock,
at Cost
Total
Stockholders’
Equity
30,717,835
$
33
$
578,360
$
3,076
$
114,621
$
(119,046 ) $
577,044
43,038
—
—
—
—
—
—
33,603,839
—
104,395
—
—
—
—
—
33,708,234
50,000
159,801
—
—
—
—
—
—
—
33,918,035
—
—
(24,953 )
(328,659 )
—
—
—
(3,196,578 )
1,500
43,038
—
(24,953 )
(328,659 )
—
—
—
30,407,261
1,500
$
—
—
104,395
—
(27,535 )
(27,535 )
—
—
—
(3,222,613 )
(35,273 )
—
—
(41,494 )
(250,000 )
—
—
—
—
(3,549,380 )
—
—
—
30,485,621
14,727
$
159,801
—
(41,494 )
(250,000 )
—
—
—
—
30,368,655
$
—
—
—
—
—
—
—
33
—
—
—
—
—
—
—
33
—
1
—
—
—
—
—
—
—
34
$
$
—
2,436
—
—
—
—
—
580,796
19
—
2,595
—
—
—
—
583,410
821
—
2,681
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(16,514 )
98,677
—
—
(572 )
(6,135 )
—
—
$
(11,519 )
(8,443 ) $
—
—
196,784
—
$
—
(125,753 ) $
—
—
—
—
—
—
—
—
—
(28,636 )
101,394
—
—
(732 )
—
—
$
(80,542 )
(88,985 ) $
—
—
269,542
—
$
—
(126,485 ) $
(821 )
—
—
—
—
—
—
—
—
—
—
(30,535 )
80,041
—
—
(785 )
(4,084 )
—
—
—
2,436
(572 )
(6,135 )
(16,514 )
98,677
(11,519 )
643,417
19
—
2,595
(732 )
(28,636 )
101,394
(80,542 )
637,515
—
1
2,681
(785 )
(4,084 )
(30,535 )
80,041
16,839
—
—
16,839
$
—
586,912
$
218
(71,928 ) $
—
319,048
$
—
(132,175 ) $
218
701,891
See Accompanying Notes to Consolidated Financial Statements
58
Hanmi Financial Corporation and Subsidiaries
Consolidated Statements of Cash Flows
(in thousands)
Cash flows from operating activities:
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
$
80,041 $
101,394 $
98,677
Year Ended December 31,
2022
2023
2021
Depreciation and amortization
Amortization of servicing assets - net
Share-based compensation expense
Credit loss expense (recovery)
Loss on sales of securities
Gain on sales of SBA loans
Origination of SBA loans held for sale
Proceeds from sales of SBA loans
Change in bank-owned life insurance
Gain on sale of fixed assets
Change in prepaid expenses and other assets
Change in income tax assets
Valuation adjustment on servicing assets
Change in accrued interest payable and other liabilities
Net cash provided by operating activities
Cash flows from investing activities:
Purchases of securities available for sale
Proceeds from matured, called and repayment of securities
Proceeds from sales of securities available for sale
Purchases of loans receivable
Purchases of premises and equipment
Proceeds from disposition of premises and equipment
Proceeds from sales of other real estate owned ("OREO")
Change in loans receivable, excluding purchases
Net cash used in investing activities
Cash flows from financing activities:
Change in deposits
Change in borrowings
Issuance of subordinated debentures
Redemption of subordinated debentures, net of treasury debentures
Proceeds from exercise of stock options
Cash paid for employee vested shares surrendered due to employee tax liability
Repurchase of common stock
Cash dividends paid
Net cash provided by financing activities
Net increase (decrease) in cash and due from banks
Cash and due from banks at beginning of year
Cash and due from banks at end of period
Supplemental disclosures of cash flow information:
Interest expense paid
Income taxes paid
Non-cash activities:
Transfer of loans receivable to other real estate owned
Income tax (expense) benefit related to items of other comprehensive income
Change in right-of-use asset obtained in exchange for lease liability
Cashless exercise of stock options
$
$
$
$
$
$
$
6,793
2,456
2,681
4,342
1,871
(5,701 )
(104,998 )
104,250
(791 )
(3,957 )
(28,938 )
9,783
(385 )
40,352
107,799
(106,971 )
105,848
8,149
(9,657 )
(2,419 )
7,229
—
(212,173 )
(209,994 )
12,384
2,672
2,595
836
—
(9,478 )
(150,825 )
165,587
(639 )
—
(24,612 )
24,688
385
22,321
147,308
(166,564 )
105,979
—
(11,200 )
(1,926 )
—
809
(808,604 )
(881,506 )
112,502
(25,000 )
—
—
—
(785 )
(4,084 )
(30,535 )
52,098
(50,097 )
352,421
302,324 $
381,803
212,500
—
(87,300 )
19
(732 )
—
(28,636 )
477,654
(256,544 )
608,965
352,421 $
13,797
2,292
2,436
(24,403 )
499
(17,266 )
(265,743 )
274,132
(1,011 )
(45 )
2,657
3,312
—
4,395
93,729
(513,243 )
275,624
55,884
(28,862 )
(2,724 )
45
1,479
(235,242 )
(447,039 )
511,261
(12,500 )
107,929
(13,043 )
—
(572 )
(6,135 )
(16,514 )
570,426
217,116
391,849
608,965
116,543 $
16,536 $
29,535 $
12,728 $
25,028
31,400
— $
(6,915 ) $
8,109 $
821 $
117 $
32,552 $
408 $
— $
—
4,668
2,805
—
See Accompanying Notes to Consolidated Financial Statements
59
Note 1 — Summary of Significant Accounting Policies
Summary of Operations
Hanmi Financial Corporation (“Hanmi Financial,” the “Company,” “we,” “us” or “our”) is the holding company of
Hanmi Bank (the “Bank”).
The Bank is a California state-chartered financial institution, the deposits of which are insured by the FDIC, up to
applicable limits. The Bank is a state nonmember bank and the FDIC is its primary federal bank regulator. The California
Department of Financial Protection and Innovation is the Bank's primary state bank regulator.
The Bank’s primary operations are related to traditional banking activities, including the acceptance of deposits and
originating loans and investing in securities. The Bank is a community bank conducting general business banking, with its
primary market encompassing the Korean-American and other ethnic communities. The Bank’s full-service offices are located
in markets where many of the businesses are owned by immigrants and other minority groups. The Bank’s client base reflects
the multi-ethnic composition of these communities. As of December 31, 2023, the Bank maintained a network of 35 full-service
branch offices and eight loan production offices in California, Texas, Illinois, Virginia, New Jersey, New York, Colorado,
Georgia and Washington.
Basis of Presentation
The accounting and reporting policies of Hanmi Financial and subsidiaries conform, in all material respects, to U.S.
generally accepted accounting principles (“GAAP”) and general practices within the banking industry. The information set
forth in the following notes is presented on a continuing operations basis. The following is a summary of the significant
accounting policies consistently applied in the preparation of the accompanying Consolidated Financial Statements.
Principles of Consolidation
The Consolidated Financial Statements include the accounts of Hanmi Financial and its wholly-owned subsidiaries, the
Bank, and Hanmi Financial Corporation Statutory Trust I. All intercompany transactions and balances have been eliminated in
consolidation.
Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with GAAP requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates.
Reclassifications
Certain amounts in the prior years' financial statements and related disclosures were reclassified to conform to the current
year presentation with no effect on previously reported net income, stockholders’ equity or cash flows.
Segment Reporting
Through our branch network and lending units, we provide a broad range of financial products and services to individuals
and companies. These products 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.
Cash and Due from Banks
Cash and due from banks include cash, deposits with other financial institutions, and federal funds sold. Net cash flows
are reported for customer loan and deposit transactions, interest bearing deposits in other financial institutions, and federal
funds purchased and repurchase agreements.
60
Securities
Securities are classified into three categories and accounted for as follows:
(i)
(ii)
(iii)
Securities that we have the positive intent and ability to hold to maturity are classified as “held to maturity” and
reported at amortized cost;
Securities that are bought and held principally for the purpose of selling them in the near future are classified as
“trading securities” and reported at fair value. Unrealized gains and losses are recognized in earnings;
Securities not classified as held to maturity or trading securities are classified as “available for sale” and reported at
fair value. Unrealized gains and losses are reported either in earnings or as a separate component of stockholders’
equity as accumulated other comprehensive income, net of income taxes.
All of the securities held by the Company are available for sale debt securities. For available for sale 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 through income. For available for sale 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, 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. If the present value of cash flows
expected to be collected is less than the amortized cost basis, a credit loss is recorded and an allowance for credit losses is
established, limited by the amount that the fair value is less than the amortized cost basis. Any impairment that has 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 a provision for or recovery of credit loss expense. Losses are
charged against the allowance when management believes the risk of default of an available for sale security is confirmed or
when either of the criteria regarding intent or requirement to sell is met.
Accrued interest receivable on available for sale debt securities totaled $3.3 million and $2.4 million at December 31,
2023 and 2022, respectively, and was excluded from the estimate of credit losses.
Loans receivable
Originated loans: Loans (other than SBA loans) are primarily originated by the Company with the intent to hold them
for investment and are stated at the principal amount outstanding, net of deferred fees and costs. Net deferred fees and costs
include nonrefundable loan fees, direct loan origination costs and initial direct costs. Net deferred fees or costs are recognized
as an adjustment to interest income over the contractual life of the loans using the effective interest method or taken into income
when the related loans are paid off or sold. The amortization of loan fees or costs is discontinued when a loan is placed on
nonaccrual status. Interest income is recorded on an accrual basis in accordance with the terms of the respective loan and
includes prepayment penalties. Equipment financing agreements are similar to commercial business loans in that the financing
agreements are typically made on the basis of the borrower’s ability to make repayment from the cash flows of the borrower’s
business.
Nonaccrual loans and nonperforming assets: Loans are placed on nonaccrual status when, in the opinion of management,
the full timely collection of principal or interest is in doubt. Generally, the accrual of interest is discontinued when principal or
interest payments become 90 or more days past due, unless management believes the loan is adequately collateralized and is
in the process of collection. However, in certain instances, we may place a loan on nonaccrual status earlier, depending upon
the individual circumstances surrounding the loan’s status. When an asset is placed on nonaccrual, previously accrued but
unpaid interest is reversed against current interest income. Subsequent collections of cash are applied as principal reductions
when received, except when the ultimate collectability of principal is probable, in which case interest payments are credited to
income. Nonaccrual loans may be restored to accrual status when principal and interest become current and full repayment is
expected, which generally occurs after payments of six months.
61
Nonperforming assets consist of loans on nonaccrual status, loans 90 days or more past due and still accruing interest,
and OREO.
Loans held for sale
Loans originated, or transferred from loans receivable, and intended for sale in the secondary market are carried at the
lower of aggregate cost or fair market value. Fair market value, if lower than cost, is determined based on valuations obtained
from market participants or the value of underlying collateral, calculated individually. A valuation allowance is established if
the market value of such loans is lower than their cost and net unrealized losses, if any, are recognized through a valuation
allowance by charges to income. Origination fees on loans held for sale, net of certain costs of processing and closing the loans,
are deferred until the time of sale and are included in the computation of the gain or loss from the sale of the related loans.
Allowance for credit losses
The Company calculates its allowance for credit losses by estimating expected credit losses on a collective basis for loans
that share similar risk characteristics. Loans that do not share similar risk characteristics with other loans are evaluated for
credit losses on an individual basis. The Company segments loans primarily by loan types, including the collateral type, loan
purpose, contract term, amortization and payment structure, considering that the same type of loans share considerable similar
risk characteristics. Depending on the type of the pool of financial assets with similar risk characteristics, the Company uses a
DCF method, a PD/LGD method, or a WARM method to estimate expected credit losses.
The Company’s methodologies for estimating the allowance for credit losses consider available relevant information
about the collectability of cash flows, including information about past events, current conditions, and reasonable and
supportable forecasts. The methodologies apply historical loss information, adjusted for asset-specific characteristics, economic
conditions at the measurement date, and forecasts about future economic conditions expected to exist through the contractual
lives of the financial assets that were reasonable and supportable, to the identified pools of financial assets with similar risk
characteristics. For all methodologies, the Company determined that four quarters represented a reasonable and supportable
forecast period and revert to a historical loss rate over twelve quarters on a straight-line basis. The Company leverages quarterly
economic projections from the Federal Open Market Committee and Moody’s Analytics to inform its loss driver forecasts over
the four-quarter forecast period, utilizing the national unemployment rate forecast as the primary loss driver. The Company
applies an expected loss ratio based on internal historical losses adjusted as appropriate for qualitative factors. The Company's
evaluation of market, industry or business specific data, changes in the underlying portfolio composition, trends relating to
credit quality, delinquencies, and reasonable and supportable forecasts of economic conditions informed the estimate of
qualitative factors.
The Company estimated the allowance for credit losses on loans based on the underlying assets’ amortized cost basis. In
the event that collection of principal becomes uncertain, the Company has policies in place to reverse accrued interest in a
timely manner. Therefore, the Company has a policy to exclude accrued interest from the measurement of allowance for credit
losses.
Expected credit losses are reflected in the allowance for credit losses through a charge to credit loss expense. When the
Company deems all or a portion of a financial asset to be uncollectible, the appropriate amount is written off and the allowance
for credit losses is reduced by the same amount. Subsequent recoveries, if any, are credited to the allowance for credit losses
when received.
Credit Losses on Off-Balance Sheet Credit Exposures
The Company has credit loss exposure for off-balance sheet lending commitments. The Company estimates expected
credit losses for off-balance sheet exposures over the contractual period in which it is exposed to credit risk via a contractual
obligation to extend credit, unless that obligation is unconditionally cancellable by the Company. The estimate includes
consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to
be funded over its estimated life. Adjustments to the allowance for credit losses on off-balance sheet credit exposures is
recognized as a provision for credit loss expense.
62
Individually Evaluated Loans
Individually evaluated loans are measured for expected credit losses based on the present value of expected cash flows
discounted at the effective interest rate, the observable market price, or the fair value of collateral. The allowance for collateral
dependent loans is calculated as the difference between the outstanding loan balance and the value of the collateral as
determined by recent appraisals, less estimated costs to sell. The allowance for collateral dependent loans varies based on the
collateral coverage of the loan at the time of the designation as nonperforming. We continue to monitor the collateral coverage
on these loans on a quarterly basis, based on recent appraisals, and adjust the allowance accordingly.
Premises and Equipment
Premises and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation and amortization
are computed on the straight-line method over the estimated useful lives of the various classes of assets. The ranges of useful
lives for the principal classes of assets are as follows:
Buildings and improvements
Furniture and equipment
Leasehold improvements
Software
10 to 30 years
3 to 10 years
Term of lease or useful life, whichever is shorter
3 to 7 years
Impairment of Long-Lived Assets
We review long-lived assets and certain identifiable intangibles for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and
used is measured by a comparison of the carrying amount of an asset to future net undiscounted cash flows expected to be
generated by the asset. If such assets are considered to be nonperforming, the individual amount to be recognized is measured
by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are
reported at the lower of the carrying amount or fair value less costs to sell.
Other Real Estate Owned and Repossessed Personal Property
Other real estate owned includes real estate acquired through foreclosure and other real estate holdings that are not used
in the operation of the Company’s business. Repossessed personal property consists of equipment repossessed on defaulted
equipment financing agreements. Other real estate owned and repossessed personal property are recorded at the lower of cost
or fair value less estimated costs to sell. Subsequent declines in fair value are recorded through expense.
Servicing Assets
Servicing assets are initially recorded at fair value, which represents the price paid, and amortized in proportion to, and
over the period of, estimated net servicing income.
Servicing assets are recorded based on the present value of the contractually specified servicing fee, net of adequate
compensation cost, for the estimated life of the loan, using a discount rate and a constant prepayment rate. Management
periodically evaluates the servicing assets for impairment. Impairment, if it occurs, is recognized in a valuation allowance in
the period of impairment.
Goodwill and Other Intangible Assets
Goodwill and other intangible assets consist of acquired intangible assets arising from acquisitions, including core deposit
and third-party originator intangibles. The acquired intangible assets are initially measured at fair value and then are amortized
on the straight-line method over their estimated useful lives while goodwill is not amortized.
Goodwill and other intangible assets are assessed for impairment annually 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, 2023.
Federal Home Loan Bank Stock
The Bank is a member of the FHLB of San Francisco and is required to own common stock in the FHLB based upon the
Bank’s balance of outstanding FHLB advances. FHLB stock is carried at cost and may be sold back to the FHLB at its carrying
63
value. FHLB stock is periodically evaluated for impairment based on ultimate recovery of par value. Both cash and stock
dividends received are reported as dividend income.
Bank-Owned Life Insurance
We have purchased single premium life insurance policies (“bank-owned life insurance”) on certain current and former
officers. The Bank and named beneficiaries of various current and former covered officers are the beneficiaries under each
policy. In the event of the death of a covered officer, the Bank and named beneficiaries of the covered officer will receive the
specified insurance benefit from the insurance carrier. 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. Under the Split Dollar Death Benefit Agreements, upon death of an active
or former employee, the designated beneficiary(ies) are eligible to receive benefits, which in the aggregate, totaled $2.5 million
at December 31, 2023.
Revenue Recognition
ASU 2014-09, Revenue from Contracts with Customers (Topic 606), established a principles-based approach to
recognizing revenue that applies to all contracts other than those covered by other authoritative U.S. GAAP guidance.
Quantitative and qualitative disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows are
also required. The standard’s core principle is that a company shall recognize revenue when it transfers promised goods or
services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for
those goods or services. In doing so, companies generally are required to use more judgment and make more estimates than
under prior guidance. These may include identifying performance obligations in the contract, estimating the amount of variable
consideration to include in the transaction price and allocating the transaction price to each separate performance obligation.
Since the guidance does not apply to revenue associated with financial instruments, including loans and securities that
are accounted for under GAAP, the new guidance did not have an impact on revenue most closely associated with our financial
instruments, including interest income and expense. The Company completed its overall assessment of revenue streams and
review of related contracts potentially affected by the ASU, including revenue streams associated with our noninterest income.
Based on this assessment, the Company concluded that ASU 2014-09 did not change the method in which the Company
currently recognizes revenue for these revenue streams.
The Company's noninterest income primarily includes service charges on deposit accounts, trade finance and other
service charges and fees, servicing income, bank-owned life insurance income and gains or losses on sale of SBA loans and
securities. Based on our assessment of revenue streams related to the Company's noninterest income, we concluded that the
Company's performance obligations for such revenue streams are typically satisfied as services are rendered. If applicable, the
Company records contract liabilities, or deferred revenue, when payments from customers are received or due in advance of
providing services to customers, and records contract assets when services are provided to customers before payment is received
or before payment is due. The Company’s noninterest revenue streams are largely based on transactional activities and since
the Company generally receives payments for its services during the period or at the time services are provided, there are no
contract asset or receivable balances as of December 31, 2023 and 2022. Consideration is often received immediately or shortly
after the Company satisfies its performance obligations and revenue is recognized.
The Company also completed its evaluation of certain costs related to these revenue streams to determine whether such
costs should be presented as expenses or contra-revenue (i.e., gross versus net) and concluded that our Consolidated Statements
of Income do not include any revenue streams that are impacted by such gross versus net provisions of the standard.
Income Tax
We provide for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities
are recognized for the future tax consequences attributable to differences between financial statement carrying amounts of
existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets
and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is
recognized in income in the period that includes the enactment date. A valuation allowance is provided when it is more likely
than not that some portion or all of the deferred tax assets will not be realized.
The Company has invested in limited partnerships formed to develop and operate affordable housing units for lower
income tenants throughout California. The partnership interests are accounted for utilizing the proportional amortization
method with amortization expense and tax benefits recognized through the income tax provision.
64
Share-Based Compensation
The Company may provide awards of options, stock appreciation rights, restricted stock awards, restricted stock unit
awards, shares granted as a bonus or in lieu of another award, dividend equivalents, other stock-based awards, or performance
awards, together with any other right or interest to a participant. Plan participants may include executives and other employees,
officers, directors, consultants and other persons who provide services to the Company or its related entities. All stock options
granted under its stock-based benefit plans have an exercise price equal to the fair market value of the underlying common
stock on the date of grant. Stock options granted generally vest based on three to five years of continuous service and expire
10 years from the date of grant. Restricted stock awards become fully vested after a certain number of years or after certain
performance criteria are met. Performance stock units vest upon achievement of certain criteria and may have dividend
equivalent rights associated with them. Hanmi Financial becomes entitled to an income tax deduction in an amount equal to
the taxable income reported by the holders of the restricted shares when the restrictions are released and the shares are issued.
Restricted shares are forfeited if officers and employees terminate employment prior to the lapsing of restrictions or if certain
market condition criteria are not met. Forfeitures of restricted stock are treated as canceled shares.
Excess tax benefits from the exercise or vesting of share-based awards are included as a reduction in the provision for
income tax expense in the period in which the exercise or vesting occurs.
Earnings per Share
Earnings per share (“EPS”) is calculated on both a basic and a diluted basis. Basic EPS excludes dilution and is computed
by dividing 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 from the issuance of common stock that then shared in earnings. For
diluted EPS, the weighted-average number of common shares included the impact of unvested restricted stock under the
treasury method.
Unvested restricted stock containing rights to non-forfeitable dividends are considered participating securities prior to
vesting and have been included in the earnings allocation in computing basic and diluted EPS under the two-class method.
Treasury Stock
In January 2019, the Company's board of directors adopted a stock repurchase program, under which the Company may
repurchase up to 5.0% of its then outstanding shares, or approximately 1.5 million shares of its common stock. The program
permits shares to be repurchased in open market or private transactions, through block trades, and pursuant to any trading plan
that may be adopted in accordance with Rule 10b5-1 of the Securities and Exchange Commission. The repurchase program
may be suspended, terminated or modified at any time for any reason, including market conditions, the cost of repurchasing
shares, the availability of alternative investment opportunities, liquidity, and other factors deemed appropriate. These factors
may also affect the timing and amount of share repurchases. The repurchase program does not obligate the Company to
purchase any particular number of shares. During the year ended December 31, 2023, there were 250,000 shares repurchased,
for a total cost of $4.1 million.
We use the cost method of accounting for treasury stock. The cost method requires us to record the reacquisition cost of
treasury stock as a deduction from stockholders’ equity on the Consolidated Balance Sheets.
Fair Value of Financial Instruments
Fair values of financial instruments are estimated using relevant market information and other assumptions, as more fully
disclosed in a separate note. Fair value estimates involve uncertainties and matters of significant judgment regarding interest
rates, credit risk, prepayments, and other factors, especially in the absence of broad markets for particular items. Changes in
assumptions or in market conditions could significantly affect these estimates.
Derivative Instruments and Hedging Activities
FASB ASC 815, Derivatives and Hedging (“ASC 815”), provides the disclosure requirements for derivatives and
hedging activities with the intent to provide users of financial statements with an enhanced understanding of: (a) how and why
an entity uses derivative instruments, (b) how the entity accounts for derivative instruments and related hedged items, and (c)
how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows.
Further, qualitative disclosures are required that explain the Company’s objectives and strategies for using derivatives, as well
as quantitative disclosures about the fair value of and gains and losses on derivative instruments, and disclosures about credit-
risk-related contingent features in derivative instruments.
65
As required by ASC 815, the Company records all derivatives on the balance sheet at fair value. The accounting for
changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to
designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied
the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes
in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered
fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows,
or other types of forecasted transactions, are considered cash flow hedges. Derivatives may also be designated as hedges of the
foreign currency exposure of a net investment in a foreign operation. Hedge accounting generally provides for the matching of
the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the
hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged
forecasted transactions in a cash flow hedge. The Company may enter into derivative contracts that are intended to
economically hedge a certain level of its risk, even though hedge accounting does not apply or the Company elects not to apply
hedge accounting.
In accordance with the FASB’s fair value measurement guidance in ASU 2011-04, Fair Value Measurement (Topic 820),
the Company made an accounting policy election to measure the credit risk of its derivative financial instruments that are
subject to master netting agreements on a net basis by counterparty portfolio.
Accounting Standards Adopted in 2023
ASU 2022-02, Troubled Debt Restructurings and Vintage Disclosures (Topic 326): The FASB amended the accounting
and disclosure requirements for expected credit losses by removing the recognition and measurement guidance on TDRs and
enhancing disclosures pertaining to certain loan refinancings and restructurings by creditors made to borrowers experiencing
financial difficulty. Additionally, this standard requires disclosure of current-period gross write-offs by year of origination for
financing receivables.
The standard became effective for the Company for the interim and annual periods beginning on January 1, 2023. The
adoption of ASU 2022-02 did not have a material effect on the Company’s operating results or financial condition.
ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial
Reporting: In March 2020, the FASB issued ASU 2020-04 to ease the potential burden in accounting for reference rate reform.
The amendments in ASU 2020-04 are elective and apply to all entities that have contracts, hedging relationships, and other
transactions that reference LIBOR or another reference rate expected to be discontinued due to reference rate reform.
ASU 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848: In March 2021, it was
announced LIBOR would cease on June 30, 2023. Because the current relief in Topic 848 may not cover a period of time during
which a significant number of modifications may take place, the amendments in this ASU will be deferred to December 31,
2024.
The new guidance on Topic 848 provided several optional expedients that reduce costs and complexity of accounting for
reference rate reform, including measures to simplify or modify accounting issues resulting from reference rate reform for
contract modifications, hedges, and debt securities.
The adoption of ASU 2020-04 did not have a material effect on the Company’s operating results or financial condition.
Recently Issued Accounting Standards Not Yet Effective
ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures: In December 2023, the FASB
issued ASU 2023-09 to enhance the transparency and decision usefulness of income tax disclosures primarily related to income
tax rate reconciliation and income taxes information. The amendments in ASU 2023-09 are effective for fiscal years beginning
after December 15, 2024. The adoption of ASU 2023-09 is not expected to have material effect on the Company’s operating
results or financial condition.
ASU 2023-07, Segment Reporting (Topic 280): Segment Reporting: In November 2023, the FASB issued ASU 2023-
07 to provide updates that improve reportable segment disclosure requirements, primarily through enhanced disclosures on
significant segment expenses. The amendments in ASU 2023-07 are effective for fiscal years beginning after December 15,
2024. The adoption of ASU 2023-07 is not expected to have material effect on the Company’s operating results or financial
condition.
66
Note 2 — Securities
The following is a summary of securities available for sale as of December 31, 2023 and 2022:
Amortized
Cost
Gross
Unrealized
Gain
Gross
Unrealized
Loss
(in thousands)
Estimated
Fair
Value
$
86,355 $
173 $
(1,040 ) $
85,488
December 31, 2023
U.S. Treasury securities
U.S. government agency and sponsored
agency obligations:
Mortgage-backed securities - residential
Mortgage-backed securities - commercial
Collateralized mortgage obligations
Debt securities
Total U.S. government agency and
sponsored agency obligations
Municipal bonds-tax exempt
Total securities available for sale
$
504,544
59,973
106,823
132,215
803,555
77,121
967,031 $
481
—
237
—
718
—
891 $
(62,697 )
(11,982 )
(9,649 )
(7,590 )
(91,918 )
(9,225 )
(102,183 ) $
442,328
47,991
97,411
124,625
712,355
67,896
865,739
December 31, 2022
U.S. Treasury securities
U.S. government agency and sponsored
agency obligations:
$
49,690 $
— $
(1,664 ) $
48,026
Mortgage-backed securities - residential
Mortgage-backed securities - commercial
Collateralized mortgage obligations
Debt securities
Total U.S. government agency and
sponsored agency obligations
Municipal bonds-tax exempt
Total securities available for sale
$
540,590
61,799
98,236
150,338
850,963
78,143
978,796 $
63
—
—
—
63
—
63 $
(75,501 )
(10,507 )
(12,751 )
(11,839 )
(110,598 )
(12,759 )
(125,021 ) $
465,152
51,292
85,485
138,499
740,428
65,384
853,838
The amortized cost and estimated fair value of securities as of December 31, 2023, by contractual or expected maturity,
are shown below. Collateralized mortgage obligations are included in the table shown below based on their expected maturities.
All other securities are included based on their contractual maturities. Mortgage-backed securities included in the table below
may mature before their contractual maturities.
Within one year
Over one year through five years
Over five years through ten years
Over ten years
Total
Available for Sale
Amortized
Cost
Estimated
Fair Value
(in thousands)
62,521 $
169,176
83,720
651,614
967,031 $
61,828
160,983
77,608
565,320
865,739
$
$
67
123
15
26
26
190
19
227
18
123
15
28
30
196
19
233
December 31, 2023
U.S. Treasury securities
U.S. government agency and
sponsored agency obligations:
Mortgage-backed securities -
residential
Mortgage-backed securities -
commercial
Collateralized mortgage
obligations
Debt securities
Total U.S. government
agency and sponsored agency
obligations
Municipal bonds-tax exempt
December 31, 2022
U.S. Treasury securities
U.S. government agency and
sponsored agency obligations:
Mortgage-backed securities -
residential
Mortgage-backed securities -
commercial
Collateralized mortgage
obligations
Debt securities
Total U.S. government
agency and sponsored agency
obligations
Municipal bonds-tax exempt
Total
$
The following table summarizes debt securities available for sale in an unrealized loss position for which an allowance
for credit losses has not been recorded at December 31, 2023 and 2022, aggregated by major security type and length of time
in a continuous unrealized loss position:
Gross
Unrealized
Loss
Less than 12 Months
Estimated
Fair
Value
Number
of
Securities
Holding Period
12 Months or More
Number
Estimated
of
Fair
Securities
Value
(in thousands, except number of securities)
Gross
Unrealized
Loss
Gross
Unrealized
Loss
Total
Estimated
Fair
Value
Number
of
Securities
$
(57 ) $
21,024
7
$
(983 ) $
32,449
11
$
(1,040 ) $
53,473
18
(11 )
2,324
—
(38 )
—
(49 )
—
—
7,074
—
9,398
—
30,422
5
—
2
—
7
—
14
(62,686 )
411,417
118
(62,697 )
413,741
(11,982 )
47,991
(9,611 )
(7,590 )
63,610
124,625
15
24
26
(11,982 )
47,991
(9,649 )
(7,590 )
70,684
124,625
(91,869 )
(9,225 )
647,643
67,896
(102,077 ) $ 747,988
$
183
19
213
$
(91,918 )
(9,225 )
657,041
67,896
(102,183 ) $ 778,410
Total
$
(106 ) $
$
(414 ) $
33,812
14
$
(1,250 ) $
14,215
4
$
(1,664 ) $
48,027
(1,712 )
36,009
(84 )
4,069
(1,011 )
(1,103 )
23,606
31,714
(3,910 )
—
95,398
—
(4,324 ) $ 129,210
18
1
8
8
35
—
49
(73,789 )
424,302
105
(75,501 )
460,311
(10,423 )
47,221
(11,740 )
(10,736 )
61,879
106,785
14
20
22
(10,507 )
51,290
(12,751 )
(11,839 )
85,485
138,499
(106,688 )
640,187
65,385
(12,759 )
(120,697 ) $ 719,787
$
161
19
184
$
(110,598 )
735,585
65,385
(12,759 )
(125,021 ) $ 848,997
The Company evaluates its available for sale securities portfolio for impairment on a quarterly basis. The Company did
not recognize unrealized losses in income because it has the ability and the intent to hold and does not expect to be required to
sell these securities until the recovery of their cost basis. The quarterly impairment assessment takes into account the changes
in the credit quality of these debt securities since acquisition and the likelihood of a credit loss occurring over the life of the
securities. In the event that a credit loss is expected to occur in the future, an allowance is established and a corresponding
credit loss is recognized. Based on this analysis, the Company determined that no credit losses are expected to be realized on
the tax-exempt municipal bond portfolio. The remainder of the securities portfolio consists of U.S. Treasury obligations, U.S.
government agency securities, and U.S. government sponsored agency securities, all of which have the backing of the U.S.
government, and are therefore not expected to incur credit losses.
Realized gains and losses on sales of securities and proceeds from sales of securities were as follows for the periods
indicated:
2023
Year Ended December 31,
2022
(in thousands)
2021
Gross realized gains on sales of securities
Gross realized losses on sales of securities
Net realized gains (losses) on sales of securities
Proceeds from sales of securities
$
$
$
— $
(1,871 )
(1,871 ) $
8,149
— $
—
— $
—
99
(598 )
(499 )
55,884
For the year ended December 31, 2023, the Company recorded $1.9 million in net realized loss from sale of securities
that had previously been recognized as net unrealized losses of $1.7 million in comprehensive income.
There were no sales of securities for the year ended December 31, 2022. For the year ended December 31, 2021, the
Company recorded $0.5 million in net realized loss from the sale of securities that had previously been recognized as net
unrealized losses of $0.1 million in comprehensive income.
68
Securities available for sale with market values of $24.8 million and $23.4 million as of December 31, 2023 and 2022,
respectively, were pledged to secure advances from the Federal Reserve Bank (“FRB”) Discount Window and the Bank Term
Funding Program (“BTFP”), and for other purposes as required or permitted by law.
At year-end 2023, there were no holdings of securities of any one issuer, other than the U.S. government and its agencies,
in an amount greater than 10% of shareholders’ equity.
Note 3 — Loans Receivable
The Board of Directors and management review and approve the Bank’s loan policy and procedures on a regular basis
to reflect matters such as regulatory and organizational structure changes, strategic planning revisions, concentrations of credit,
loan delinquencies and nonperforming loans, and problem loans.
Real estate loans are loans secured by liens or interest in real estate, to provide for the purchase, construction or refinance
of real estate properties. Commercial and industrial loans consist of commercial term loans, commercial lines of credit and can
include SBA loans. Alternatively, SBA loans can be real estate secured. Equipment financing agreements are typically secured
by the business assets being financed. We maintain management loan review and monitoring departments that review and
monitor pass graded loans as well as problem loans to prevent further deterioration.
Concentrations of Credit: The majority of the Bank’s loan portfolio consists of commercial real estate loans.
Loans receivable, net
Loans receivable consisted of the following as of the dates indicated:
Real estate loans:
Commercial property
Retail
Hospitality
Office
Other (1)
Total commercial property loans
Construction
Residential (2)
Total real estate loans
Commercial and industrial loans (3)
Equipment financing agreements
Loans receivable
Allowance for credit losses
Loans receivable, net
2023
December 31,
(in thousands)
2022
$
$
1,107,360 $
740,519
574,981
1,366,534
3,789,394
100,345
962,661
4,852,400
747,819
582,215
6,182,434
(69,462 )
6,112,972 $
1,023,608
646,893
499,946
1,553,729
3,724,176
109,205
734,472
4,567,853
804,492
594,788
5,967,133
(71,523 )
5,895,610
(1)
(2)
(3)
Includes, among other property types, mixed-use, gas station, apartment, industrial, faith-based facilities and warehouse; the remaining real estate
categories represent less than 1% of the Bank's total loans receivable.
Includes $1.9 million and $2.4 million of home equity loans and lines, and $4.5 million and $4.6 million of personal loans at December 31, 2023 and
2022, respectively.
At December 31, 2023 and 2022, PPP loans were $0.2 million and $0.9 million, respectively.
Accrued interest on loans was $19.8 million and $16.0 million at December 31, 2023 and 2022, respectively.
At December 31, 2023 and 2022, loans with carrying values of $2.36 billion and $2.40 billion, respectively, were pledged
to secure advances from the FHLB.
69
Loans Held for Sale
The following table details the information on SBA loans held for sale by portfolio segment for the years ended December
31, 2023 and 2022:
December 31, 2023
Balance at beginning of period
Originations and transfers
Sales
Principal paydowns and amortization
Balance at end of period
December 31, 2022
Balance at beginning of period
Originations and transfers
Sales
Principal paydowns and amortization
Balance at end of period
Real Estate
Commercial
and Industrial
(in thousands)
Total
$
$
$
$
3,775 $
65,705
(60,611 )
(77 )
8,792 $
6,954 $
99,547
(102,720 )
(6 )
3,775 $
4,268 $
39,293
(39,903 )
(437 )
3,221 $
6,388 $
51,278
(53,389 )
(9 )
4,268 $
8,043
104,998
(100,514 )
(514 )
12,013
13,342
150,825
(156,109 )
(15 )
8,043
Loans held for sale were comprised of $12.0 million and $8.0 million of the guaranteed portion of SBA 7(a) loans at
December 31, 2023 and 2022, respectively.
The following table presents loans purchased by portfolio segment for the years ended December 31, 2023 and 2022:
2023
2022
Commercial
Real Estate
Commercial
and
Industrial
Residential
Real Estate
Total
$
$
— $
11,030 $
(in thousands)
9,657 $
180 $
— $
18,715 $
9,657
29,925
70
Allowance for credit losses
The following table details the information on the allowance for credit losses by portfolio segment for the years ended
December 31, 2023, 2022 and 2021:
December 31, 2023
Allowance for credit losses:
Beginning balance
Charge-offs
Recoveries
Provision (recovery) for credit losses
Ending balance
December 31, 2022
Allowance for credit losses:
Beginning balance
Charge-offs
Recoveries
Provision (recovery) for credit losses
Ending balance
December 31, 2021
Allowance for credit losses:
Beginning balance
Charge-offs
Recoveries
Provision (recovery) for credit losses
Ending balance
Real
Estate
Commercial
and
Industrial
Equipment
Financing
Agreements
(in thousands)
Total
$
$
$
$
$
$
44,026 $
(627 )
312
1,788
45,499 $
48,890 $
(1,886 )
848
(3,826 )
44,026 $
51,876 $
(1,427 )
10,807
(12,366 )
48,890 $
15,267 $
(6,657 )
7,089
(5,442 )
10,257 $
12,418 $
(524 )
1,178
2,195
15,267 $
21,410 $
(546 )
897
(9,343 )
12,418 $
12,230 $
(8,806 )
1,646
8,636
13,706 $
11,249 $
(2,312 )
1,322
1,971
12,230 $
17,140 $
(4,400 )
946
(2,437 )
11,249 $
71,523
(16,090 )
9,047
4,982
69,462
72,557
(4,722 )
3,348
340
71,523
90,426
(6,373 )
12,650
(24,146 )
72,557
The table below presents the allowance for credit losses by portfolio segment as a percentage of the total allowance for
credit losses and loans by portfolio segment as a percentage of the aggregate investment of loans receivable for the years ended
December 31, 2023 and 2022:
December 31, 2023
December 31, 2022
Allowance
Amount
Percentage
of Total
Allowance
Total
Loans
Percentage
of Total
Loans
Allowance
Amount
Percentage
of Total
Allowance
Total
Loans
Percentage
of Total
Loans
Real estate loans:
Commercial property
Retail
Hospitality
Office
Other
Total commercial property loans
Construction
Residential
Total real estate loans
Commercial and industrial loans
Equipment financing agreements
Total
$
$
10,264
15,534
3,024
8,663
37,485
2,756
5,258
45,499
10,257
13,706
69,462
14.8 % $ 1,107,360
740,519
22.4
574,981
4.4
1,366,534
12.4
3,789,394
54.0
100,345
4.0
962,661
7.5
4,852,400
65.5
747,819
14.8
582,215
19.7
100.0 % $ 6,182,434
(dollars in thousands)
17.9 % $
12.0
9.3
22.1
61.3
1.6
15.6
78.5
12.1
9.4
100.0 % $
7,872
13,407
2,293
13,056
36,628
4,022
3,376
44,026
15,267
12,230
71,523
11.0 % $ 1,023,608
646,893
18.7
499,946
3.2
1,553,729
18.3
3,724,176
51.2
109,205
5.7
734,472
4.7
4,567,853
61.6
804,492
21.3
594,788
17.1
100.0 % $ 5,967,133
17.2 %
10.8
8.4
26.0
62.4
1.8
12.4
76.6
13.4
10.0
100.0 %
71
The following table represents the amortized cost basis of collateral dependent loans by class of loans as of December
31, 2023 and 2022, for which repayment is expected to be obtained through the sale of the underlying collateral and any
collateral dependent loans that are still accruing but are considered nonperforming.
Real estate loans:
Commercial property
Retail
Hospitality
Other (1)
Total commercial property loans
Residential
Total real estate loans
Commercial and industrial loans
Total
December 31,
2023
2022
(in thousands)
$
$
1,530 $
338
305
2,173
1
2,174
5,178
7,352 $
1,930
—
256
2,186
508
2,694
—
2,694
(1)
Includes, among other property types, mixed-use, gas station, apartment, industrial, faith-based facilities and warehouse; the remaining real estate
categories represent less than one percent of the Bank's total loans receivable.
Loan Quality Indicators
As part of the on-going monitoring of the quality of our loan portfolio, we utilize an internal loan grading system to
identify credit risk and assign an appropriate grade (from 1 to 8) for each loan in our portfolio. Third-party loan reviews are
conducted annually on a sample basis. Additional adjustments are made when determined to be necessary. The loan grade
definitions are as follows:
Pass and Pass-Watch: Pass and Pass-Watch loans, grades (1-4), are in compliance with the Bank’s credit policy and
regulatory requirements, and do not exhibit any potential or defined weaknesses as defined under “Special Mention,”
“Substandard” or “Doubtful.” This category is the strongest level of the Bank’s loan grading system. It consists of all
performing loans with no identified credit weaknesses. It includes cash and stock/security secured loans or other investment
grade loans.
Special Mention: A Special Mention loan, grade (5), has potential weaknesses that deserve management’s close
attention. If not corrected, these potential weaknesses may result in deterioration of the repayment of the debt and result in a
Substandard classification. Loans that have significant actual, not potential, weaknesses are considered more severely
classified.
Substandard: A Substandard loan, grade (6), has a well-defined weakness that jeopardizes the liquidation of the debt.
A loan graded Substandard is not protected by the sound worth and paying capacity of the borrower, or of the value and type
of collateral pledged. With a Substandard loan, there is a distinct possibility that the Bank will sustain some loss if the
weaknesses or deficiencies are not corrected.
Doubtful: A Doubtful loan, grade (7), is one that has critical weaknesses that would make the collection or liquidation
of the full amount due improbable. However, there may be pending events which may work to strengthen the loan, and therefore
the amount or timing of a possible loss cannot be determined at the current time.
Loss: A loan classified as Loss, grade (8), is considered uncollectible and of such little value that their continuance as
active bank assets is not warranted. This classification does not mean that the loan has absolutely no recovery or salvage value,
but rather it is not practical or desirable to defer writing off this asset even though partial recovery may be possible in the future.
Loans classified as Loss will be charged off in a timely manner.
Under regulatory guidance, loans graded special mention or worse are considered criticized loans, and loans graded
substandard or worse are considered classified loans.
72
Loans by Vintage Year and Risk Rating
Term Loans
Amortized Cost Basis by Origination Year (1)
2023
2022
2021
2020
2019
Prior
(in thousands)
Revolving
Loans
Amortized
Cost Basis
Total
683,819
4,400
3,065
691,284
—
—
72,039
—
—
72,039
—
—
290,196
—
—
290,196
—
—
1,046,054
4,400
3,065
1,053,519
—
—
177,864
—
329
178,193
—
—
215,670
—
392
216,062
178
178
$
$
986,822
3,997
1,080
991,899
—
—
—
—
—
—
—
—
375,712
—
—
375,712
—
—
1,362,534
3,997
1,080
1,367,611
—
—
169,209
14,578
—
183,787
17
5
211,228
—
4,171
215,399
3,944
3,744
$
858,821
3,271
4,899
866,991
—
—
572,950
5,670
—
578,620
411
403
—
28,306
—
28,306
—
—
158,618
—
—
158,618
—
—
1,017,439
31,577
4,899
1,053,915
—
—
84,198
—
—
84,198
—
(7 )
101,622
—
1,945
103,567
3,267
2,858
—
—
—
—
—
—
12,656
—
—
12,656
—
—
585,606
5,670
—
591,276
411
403
31,348
102
—
31,450
—
—
24,340
—
365
24,705
386
244
$
$
378,067
711
5,578
384,356
$
238,400
2,310
3,892
244,602
30,236
1,406
—
31,642
$ 3,749,115
21,765
18,514
3,789,394
—
—
—
—
—
—
—
—
217
—
—
217
—
—
378,284
711
5,578
384,573
—
—
9,971
—
79
10,050
110
101
18,832
—
401
19,233
799
250
216
(81 )
—
—
—
—
—
—
119,736
—
1
119,737
—
(7 )
358,136
2,310
3,893
364,339
216
(88 )
12,920
65
174
13,159
410
(6,621 )
3,192
—
57
3,249
232
(114 )
—
—
—
—
—
—
—
—
5,025
500
—
5,525
—
—
627
322
72,039
28,306
—
100,345
—
—
962,160
500
1
962,661
—
(7 )
35,261
1,906
—
37,167
—
—
4,783,314
50,571
18,515
4,852,400
627
315
242,044
(1 )
4,939
246,982
6,120
6,090
—
—
—
—
—
—
727,554
14,744
5,521
747,819
6,657
(432 )
574,884
—
7,331
582,215
8,806
7,160
1,439,588
4,400
3,786
1,447,774
178
178
$
1,742,971
18,575
5,251
1,766,797
3,961
3,749
$
1,203,259
31,577
6,844
1,241,680
3,267
2,851
$
641,294
5,772
365
647,431
797
647
$
407,087
711
6,058
413,856
909
351
$
374,248
2,375
4,124
380,747
858
(6,823 )
$
277,305
1,905
4,939
284,149
6,120
6,090
6,085,752
65,315
31,367
$ 6,182,434
16,090
7,043
$
December 31, 2023
Real estate loans:
Commercial property
Risk Rating
Pass / Pass Watch
Special Mention
Classified
Total commercial property
YTD gross charge-offs
YTD net charge-offs (recoveries)
Construction
Risk Rating
Pass / Pass Watch
Special Mention
Classified
Total construction
YTD gross charge-offs
YTD net charge-offs (recoveries)
Residential
Risk Rating
Pass / Pass Watch
Special Mention
Classified
Total residential
YTD gross charge-offs
YTD net charge-offs (recoveries)
Total real estate loans
Risk Rating
Pass / Pass Watch
Special Mention
Classified
Total real estate loans
YTD gross charge-offs
YTD net charge-offs (recoveries)
Commercial and industrial loans:
Risk Rating
Pass / Pass Watch
Special Mention
Classified
Total commercial and industrial loans
YTD gross charge-offs
YTD net charge-offs (recoveries)
Equipment financing agreements:
Risk Rating
Pass / Pass Watch
Special Mention
Classified
Total equipment financing agreements
YTD gross charge-offs
YTD net charge-offs (recoveries)
Total loans receivable:
Risk Rating
Pass / Pass Watch
Special Mention
Classified
Total loans receivable
$
YTD gross charge-offs
YTD net charge-offs (recoveries)
(1)
Includes extensions, renewals, or modifications of credit contracts, which consist of a new credit decision
73
Term Loans
Amortized Cost Basis by Origination Year (1)
2022
2021
2020
2019
2018
Prior
(in thousands)
Revolving
Loans
Amortized
Cost Basis
Total
$
$ 1,184,361
847
—
1,185,208
901,029
13,384
—
914,413
$
$
600,740
5,857
412
607,009
404,786
7,115
4,312
416,213
$
301,950
—
12,304
314,254
$
207,861
6,080
20,560
234,501
$
50,877
1,701
—
52,578
$ 3,651,604
34,984
37,588
3,724,176
41,662
—
—
41,662
67,543
—
—
67,543
—
—
—
—
405,975
—
12
405,987
173,236
—
—
173,236
13,102
—
—
13,102
—
—
—
—
232
—
—
232
—
—
—
—
731
—
—
731
1,631,998
847
12
1,632,857
1,141,808
13,384
—
1,155,192
613,842
5,857
412
620,111
405,018
7,115
4,312
416,445
302,681
—
12,304
314,985
—
—
—
—
134,766
—
496
135,262
342,627
6,080
21,056
369,763
—
—
—
—
109,205
—
—
109,205
5,422
500
—
5,922
733,464
500
508
734,472
56,299
2,201
—
58,500
4,494,273
35,484
38,096
4,567,853
368,778
—
—
100,537
9,285
—
39,577
—
171
24,117
—
1,097
368,778
109,822
39,748
25,214
7,342
29
81
7,452
12,282
102
391
205,951
34,113
639
758,584
43,529
2,379
12,775
240,703
804,492
305,249
—
630
165,313
—
2,542
46,970
—
311
52,133
—
1,581
17,608
—
565
305,879
167,855
47,281
53,714
18,173
1,798
—
88
1,886
—
—
—
—
589,071
—
5,717
594,788
2,306,025
847
642
$ 2,307,514
1,407,658
22,669
2,542
$ 1,432,869
$
700,389
5,857
894
707,140
$
481,268
7,115
6,990
495,373
$
327,631
29
12,950
340,610
$
356,707
6,182
21,535
384,424
$
262,250
36,314
639
299,203
5,841,928
79,013
46,192
$ 5,967,133
December 31, 2022
Real estate loans:
Commercial property
Risk Rating
Pass / Pass Watch
Special Mention
Classified
Total commercial property
Construction
Risk Rating
Pass / Pass Watch
Special Mention
Classified
Total construction
Residential
Risk Rating
Pass / Pass Watch
Special Mention
Classified
Total residential
Total real estate loans
Risk Rating
Pass / Pass Watch
Special Mention
Classified
Total real estate loans
Commercial and industrial loans:
Risk Rating
Pass / Pass Watch
Special Mention
Classified
Total commercial and industrial
loans
Equipment financing agreements:
Risk Rating
Pass / Pass Watch
Special Mention
Classified
Total equipment financing
agreements
Total loans receivable:
Risk Rating
Pass / Pass Watch
Special Mention
Classified
Total loans receivable
(1)
Includes extensions, renewals, or modifications of credit contracts, which consist of a new credit decision
74
Loans by Vintage Year and Payment Performance
Term Loans
Amortized Cost Basis by Origination Year (1)
2023
2022
2021
2020
2019
Prior
(in thousands)
Revolving
Loans
Amortized
Cost Basis
Total
$
$
$
689,449
1,835
691,284
—
—
991,899
—
991,899
—
—
$
866,841
150
866,991
—
—
578,620
—
578,620
411
403
$
384,275
81
384,356
—
—
$
$
243,819
783
244,602
216
(81 )
31,642
—
31,642
—
—
$ 3,786,545
2,849
3,789,394
627
322
72,039
—
72,039
—
—
290,196
—
290,196
—
—
—
—
—
—
—
375,712
—
375,712
—
—
28,306
—
28,306
—
—
158,618
—
158,618
—
—
1,051,684
1,835
1,053,519
—
—
1,367,611
—
1,367,611
—
—
1,053,765
150
1,053,915
—
—
177,864
329
178,193
—
—
215,670
392
216,062
178
178
183,787
—
183,787
17
5
211,228
4,171
215,399
3,944
3,744
84,198
—
84,198
—
(7 )
101,622
1,945
103,567
3,267
2,858
—
—
—
—
—
12,656
—
12,656
—
—
591,276
—
591,276
411
403
31,415
35
31,450
—
—
24,340
365
24,705
386
244
—
—
—
—
—
217
—
217
—
—
384,492
81
384,573
—
—
10,050
—
10,050
110
101
18,844
389
19,233
799
250
—
—
—
—
—
119,736
1
119,737
—
(7 )
363,555
784
364,339
216
(88 )
13,066
93
13,159
410
(6,621 )
3,192
57
3,249
232
(114 )
—
—
—
—
—
5,525
—
5,525
—
—
100,345
—
100,345
—
—
962,660
1
962,661
—
(7 )
37,167
—
37,167
—
—
4,849,550
2,850
4,852,400
627
315
242,134
4,848
246,982
6,120
6,090
—
—
—
—
—
742,514
5,305
747,819
6,657
(432 )
574,896
7,319
582,215
8,806
7,160
1,445,218
2,556
$ 1,447,774
178
178
1,762,626
4,171
$ 1,766,797
3,961
3,749
1,239,585
2,095
$ 1,241,680
3,267
2,851
$
647,031
400
647,431
797
647
$
413,386
470
413,856
909
351
$
379,813
934
380,747
858
(6,823 )
$
279,301
4,848
284,149
6,120
6,090
6,166,960
15,474
$ 6,182,434
16,090
7,043
December 31, 2023
Real estate loans:
Commercial property
Payment performance
Performing
Nonperforming
Total commercial property
YTD gross charge-offs
YTD net charge-offs (recoveries)
Construction
Payment performance
Performing
Nonperforming
Total construction
YTD gross charge-offs
YTD net charge-offs (recoveries)
Residential
Payment performance
Performing
Nonperforming
Total residential
YTD gross charge-offs
YTD net charge-offs (recoveries)
Total real estate loans
Payment performance
Performing
Nonperforming
Total real estate loans
YTD gross charge-offs
YTD net charge-offs (recoveries)
Commercial and industrial loans:
Payment performance
Performing
Nonperforming
Total commercial and industrial
loans
YTD gross charge-offs
YTD net charge-offs (recoveries)
Equipment financing agreements:
Payment performance
Performing
Nonperforming
Total equipment financing
agreements
YTD gross charge-offs
YTD net charge-offs (recoveries)
Total loans receivable:
Payment performance
Performing
Nonperforming
Total loans receivable
YTD gross charge-offs
YTD net charge-offs (recoveries)
(1)
Includes extensions, renewals, or modifications of credit contracts, which consist of a new credit decision
75
Term Loans
Amortized Cost Basis by Origination Year (1)
2022
2021
2020
2019
2018
Prior
(in thousands)
Revolving
Loans
Amortized
Cost Basis
Total
$
$ 1,185,208
—
1,185,208
914,413
—
914,413
$
$
606,597
412
607,009
416,213
—
416,213
$
312,324
1,930
314,254
$
233,643
858
234,501
$
52,578
52,578
$ 3,720,976
3,200
3,724,176
41,662
—
41,662
67,543
—
67,543
—
—
—
405,975
12
405,987
173,236
—
173,236
13,102
—
13,102
—
—
—
232
—
232
—
—
—
731
—
731
—
—
—
—
—
—
109,205
—
109,205
134,766
496
135,262
5,922
—
5,922
733,964
508
734,472
1,632,845
12
1,632,857
1,155,192
—
1,155,192
619,699
412
620,111
416,445
—
416,445
313,055
1,930
314,985
368,409
1,354
369,763
58,500
—
58,500
4,564,145
3,708
4,567,853
368,778
—
109,822
—
39,577
171
25,199
15
368,778
109,822
39,748
25,214
7,452
—
7,452
12,539
236
240,703
—
804,070
422
12,775
240,703
804,492
305,249
630
165,313
2,542
46,970
311
52,133
1,581
17,608
565
305,879
167,855
47,281
53,714
18,173
1,798
88
1,886
—
—
—
589,071
5,717
594,788
2,306,872
642
$ 2,307,514
1,430,327
2,542
$ 1,432,869
$
706,246
894
707,140
$
493,777
1,596
495,373
$
338,115
2,495
340,610
$
382,746
1,678
384,424
$
299,203
—
299,203
5,957,286
9,847
$ 5,967,133
December 31, 2022
Real estate loans:
Commercial property
Payment performance
Performing
Nonperforming
Total commercial property
Construction
Payment performance
Performing
Nonperforming
Total construction
Residential
Payment performance
Performing
Nonperforming
Total residential
Total real estate loans
Payment performance
Performing
Nonperforming
Total real estate loans
Commercial and industrial loans:
Payment performance
Performing
Nonperforming
Total commercial and industrial
loans
Equipment financing agreements:
Payment performance
Performing
Nonperforming
Total equipment financing
agreements
Total loans receivable:
Payment performance
Performing
Nonperforming
Total loans receivable
(1)
Includes extensions, renewals, or modifications of credit contracts, which consist of a new credit decision
76
Nonaccrual Loans and Nonperforming Assets
The following tables represent the amortized cost basis of loans on nonaccrual status and loans past due 90 days and still
accruing as of December 31, 2023 and 2022.
Real estate loans:
Commercial property
Retail
Hospitality
Office
Other
Total commercial property loans
Residential
Total real estate loans
Commercial and industrial loans
Equipment financing agreements
Total
Real estate loans:
Commercial property
Retail
Other
Total commercial property loans
Residential
Total real estate loans
Commercial and industrial loans
Equipment financing agreements
Total
December 31, 2023
Nonaccrual
Loans With
No Allowance for
Credit Losses
Nonaccrual
Loans With
Allowance for
Credit Losses
Loans
Past Due
90 Days Still
Accruing
Total
Nonperforming
Loans
(in thousands)
$
$
1,717 $
338
—
305
2,360
1
2,361
5,213
570
8,144 $
321 $
150
—
18
489
—
489
92
6,749
7,330 $
— $
—
—
—
—
—
—
—
—
— $
2,038
488
—
323
2,849
1
2,850
5,305
7,319
15,474
December 31, 2022
Nonaccrual
Loans With
No Allowance for
Credit Losses
Nonaccrual
Loans With
Allowance for
Credit Losses
Loans
Past Due
90 Days Still
Accruing
Total
Nonperforming
Loans
(in thousands)
$
$
1,929 $
540
2,469
508
2,977
—
215
3,192 $
— $
731
731
—
731
422
5,501
6,654 $
— $
—
—
—
—
—
—
— $
1,929
1,271
3,200
508
3,708
422
5,716
9,846
The Company recognized $0.2 million, $46,000 and $0.7 million of interest income on nonaccrual loans for the twelve
months ended December 31, 2023, 2022 and 2021, respectively.
77
The following is an aging analysis of loans, disaggregated by loan class, as of the dates indicated:
December 31, 2023
Real estate loans:
Commercial property
Retail
Hospitality
Office
Other
Total commercial property loans
Construction
Residential
Total real estate loans
Commercial and industrial loans
Equipment financing agreements
Total loans receivable
December 31, 2022
Real estate loans:
Commercial property
Retail
Hospitality
Office
Other
Total commercial property loans
Construction
Residential
Total real estate loans
Commercial and industrial loans
Equipment financing agreements
Total loans receivable
30-59 Days
Past Due
60-89 Days
Past Due
90 Days
or More
Past Due
Total
Past Due
(in thousands)
Current
Total
$
$
$
$
632 $
—
—
592
1,224
—
521
1,745
76
7,138
8,959 $
— $
—
—
—
—
—
313
313
77
5,825
6,215 $
— $
150
—
—
150
—
336
486
120
2,134
2,740 $
— $
—
—
494
494
—
804
1,298
79
1,271
2,648 $
— $
22
—
—
22
—
1
23
5,178
4,551
9,752 $
632 $ 1,106,728 $ 1,107,360
740,519
740,347
172
574,981
574,981
—
592 1,365,942 1,366,534
1,396 3,787,998 3,789,394
100,345
100,345
962,661
961,803
2,254 4,850,146 4,852,400
747,819
742,445
5,374
13,823
582,215
568,392
21,451 $ 6,160,983 $ 6,182,434
—
858
— $
—
—
—
—
—
7
7
—
2,949
2,956 $
— $ 1,023,608 $ 1,023,608
646,893
646,893
—
499,946
499,946
—
494 1,553,235 1,553,729
494 3,723,682 3,724,176
109,205
109,205
—
734,472
733,348
1,124
1,618 4,566,235 4,567,853
804,492
804,336
156
10,045
594,788
584,743
11,819 $ 5,955,314 $ 5,967,133
The following table details nonperforming assets as of the dates indicated:
Nonaccrual loans
Loans receivable 90 days or more past due and still accruing
Total nonperforming loans receivable
Other real estate owned ("OREO")
Total nonperforming assets
As of December 31,
2023
2022
(in thousands)
15,474 $
—
15,474
117
15,591 $
9,846
—
9,846
117
9,963
$
$
OREO consisted of one property with a carrying value of $0.1 million as of December 31, 2023 and 2022. OREO is
included in prepaid expenses and other assets in the accompanying Consolidated Balance Sheets as of December 31, 2023 and
2022.
Loan Modifications
No loans were modified to borrowers experiencing financial difficulty during the twelve months ended December 31,
2023, 2022 or 2021.
78
Note 4 — Servicing Assets
The changes in servicing assets for the years ended December 31, 2023 and 2022 were as follows:
Balance at beginning of period
Additions related to sale of SBA loans
Amortization
Change in valuation allowance
Balance at end of period
As of December 31,
2023
2022
(in thousands)
7,176 $
1,965
(2,456 )
385
7,070 $
7,080
3,153
(2,672 )
(385 )
7,176
$
$
At December 31, 2023 and 2022, we serviced loans sold to unaffiliated parties in the amount of $539.6 million and
$523.6 million, respectively. These loans are maintained off-balance sheet and are not included in the loans receivable balance.
All of the loans being serviced were SBA loans.
The Company recorded servicing fee income of $5.2 million, $4.9 million and $4.6 million for the years ended December
31, 2023, 2022 and 2021, respectively. Servicing fee income, net of amortization of servicing assets and liabilities, is included
in other operating income in the consolidated statements of income.
The fair value of servicing rights was $7.7 million at December 31, 2023. Fair value at December 31, 2023 was
determined using discount rates ranging from 14.4% to 24.7% and prepayment speeds ranging from 12.2% to 19.7%, depending
on the stratification of the specific servicing right. The fair value of servicing rights was $7.1 million at December 31, 2022.
Fair value at December 31, 2022 was determined using discount rates ranging from 21.9% to 25.3% and prepayment speeds
ranging from 10.8% to 16.7%, depending on the stratification of the specific servicing right.
Note 5 — Premises and Equipment
The following is a summary of the major components of premises and equipment:
Land
Building and improvements
Furniture and equipment
Leasehold improvements
Fixed assets in process
Accumulated depreciation and amortization
Total premises and equipment, net
As of December 31,
2023
2022
(in thousands)
5,319 $
9,420
31,014
20,130
1,059
66,942
(44,983 )
21,959 $
6,850
12,643
30,341
18,246
32
68,112
(45,262 )
22,850
$
$
Depreciation and amortization expense related to premises and equipment was $3.3 million, $3.9 million and $4.4 million
for the years ended December 31, 2023, 2022 and 2021, respectively.
Note 6 — Leases
The Company enters into leases in the normal course of business primarily for financial centers, back-office operations
locations, business development offices, information technology data centers and information technology equipment. At
December 31, 2023, the Company’s leases have remaining terms ranging from four months to ten years and one month, some
of which include renewal or termination options to extend the lease for up to five years.
The Company includes lease extension and termination options in the lease term if, after considering relevant economic
factors, it is reasonably certain the Company will exercise the option. In addition, the Company has elected to account for any
non-lease components in its real estate leases as part of the associated lease component. The Company has also elected not to
recognize leases with original lease terms of 12 months or less (short-term leases) on the Company’s balance sheet.
Leases are classified as operating or finance leases at the lease commencement date. Lease expense for operating leases
and short-term leases is recognized on a straight-line basis over the term of the lease. Right-of-use assets represent our right to
79
use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the
lease. Right-of-use 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.
In determining whether a contract contained a lease, we determined whether an arrangement was or included a lease at
contract inception. Operating lease right-of-use asset and liability were recognized at commencement date and initially
measured based on the present value of lease payments over the defined lease term. The right-of-use asset and lease liability
were $42.4 million and $46.4 million, respectively, as of December 31, 2023. The outstanding balances of the right-of-use asset
and lease liability were $40.4 million and $44.2 million, respectively, as of December 31, 2022.
In determining the discount rates, since most of our leases do not provide an implicit rate, we used our incremental
borrowing rate provided by the FHLB of San Francisco based on the information available at commencement date to calculate
the present value of lease payments.
The Company's right-of-use asset is included in prepaid expenses and other assets and our lease liability is included in
accrued expenses and other liabilities in the accompanying consolidated balance sheet.
We lease our premises under non-cancelable operating leases. At December 31, 2023, future minimum annual rental
commitments under these non-cancelable operating leases, with initial or remaining terms of one year or more, were as follows:
2024
2025
2026
2027
2028
Thereafter
Remaining lease commitments
Interest
Present value of lease liability
Amount
(in thousands)
8,861
$
8,052
6,898
6,576
6,145
14,927
51,459
(5,057 )
46,402
$
For the years ended December 31, 2023, 2022 and 2021, net rental expenses recorded under such leases amounted to
$8.8 million, $8.3 million, and $8.5 million, respectively. This included operating lease costs of $8.7 million, $7.9 million and
$8.1 million for the twelve months ended December 31, 2023, 2022 and 2021, respectively.
Weighted average remaining lease terms for the Company’s operating leases were 6.82 years and 7.12 years as of
December 31, 2023 and 2022, respectively. Weighted average discount rates used for the Company’s operating leases were
2.98% and 2.42% as of December 31, 2023 and 2022, respectively.
Cash paid, and included in cash flows from operating activities, for amounts included in the measurement of the lease
liability for the Company's operating leases for the twelve months ended December 31, 2023, 2022 and 2021 was $8.7 million,
$8.0 million and $8.0 million, respectively.
80
Note 7 — Goodwill and other intangibles
The third-party originators intangible of $483,000 and goodwill of $11.0 million were recorded as a result of the
acquisition of an equipment financing agreements portfolio in 2016. The core deposit intangible of $2.2 million was recognized
for the deposits acquired in a 2014 acquisition. The Company's intangible assets were as follows for the periods indicated:
December 31, 2023
December 31, 2022
Amortization
Period
Gross
Carrying
Amount
Accumulated
Amortization
Net
Carrying
Amount
Gross
Carrying
Amount
Accumulated
Amortization
Net
Carrying
Amount
Core deposit intangible
Third-party originators
intangible
Goodwill
Total intangible assets
10 years
$
2,213 $
(2,145 ) $
(in thousands)
68 $
2,213 $
7 years
N/A
483
11,031
$ 13,727 $
(483 )
—
—
11,031
(2,628 ) $ 11,099 $ 13,727 $
483
11,031
(2,031 ) $
182
(471 )
—
12
11,031
(2,502 ) $ 11,225
The Company performed an impairment analysis in the fourth quarter of 2023 and determined no impairment existed as
of December 31, 2023. No triggering event occurred as of, or subsequent to December 31, 2023, that would require a
reassessment of goodwill and other intangible assets. There were no impairment charges related to intangible assets recorded
in earnings in the three years ended December 31, 2023.
Note 8 — Deposits
Time deposits more than $250,000 at year-end 2023 and 2022 were $1.00 billion and $697.0 million, respectively.
At December 31, 2023, the scheduled maturities of time deposits were as follows:
Year Ending December 31,
2024
2025
2026
2027
2028 & thereafter
Total
Time
Deposits More
Than $250,000
Other Time
Deposits
(in thousands)
$
995,830 $
3,928
263
—
—
$
1,000,021 $
1,444,509 $
6,205
3,142
572
418
1,454,846 $
Total
2,440,339
10,133
3,405
572
418
2,454,867
A summary of interest expense on deposits was as follows for the periods indicated:
Demand: interest-bearing
Money market and savings
Time deposits more than $250,000
Other time deposits
Total interest expense on deposits
2023
Year Ended December 31,
2022
(in thousands)
2021
$
117 $
44,066
42,762
47,763
$
134,708 $
100 $
12,753
4,457
8,628
25,938 $
61
5,199
726
5,669
11,655
Accrued interest payable on deposits was $39.2 million and $7.8 million at December 31, 2023 and 2022, respectively.
Total deposits reclassified to loans due to overdrafts at December 31, 2023 and 2022 were $1.6 million and $1.2 million,
respectively.
81
Note 9 — Borrowings
Borrowings consisted of FHLB advances, which represent collateralized obligations with the FHLB. The following is a
summary of contractual maturities of FHLB advances:
As of December 31,
2023
2022
Outstanding
Balance
Weighted
Average
Rate
Outstanding
Balance
Weighted
Average
Rate
Open advances
Advances due within 12 months
Advances due over 12 months through 24 months
Advances due over 24 months through 36 months
Outstanding advances
$
$
212,500
37,500
12,500
62,500
325,000
(dollars in thousands)
5.70 % $
0.40
1.90
4.37
4.69 % $
250,000
50,000
37,500
12,500
350,000
4.65 %
0.97
0.40
1.90
3.57 %
The following is financial data pertaining to FHLB advances:
Weighted-average interest rate at end of year
Weighted-average interest rate during the year
Average balance of FHLB advances
Maximum amount outstanding at any month-end
2023
As of December 31,
2022
(dollars in thousands)
3.57 %
1.52 %
4.69 %
3.48 %
$
$
197,390
450,000
$
$
148,027
350,000
$
$
2021
1.05 %
1.17 %
145,277
162,500
We have pledged loans receivable with carrying values of $2.36 billion at December 31, 2023, as collateral with the
FHLB for this borrowing facility. The total borrowing capacity available from the pledged collateral is $1.54 billion, of which
$1.09 billion remained available at December 31, 2023. At December 31, 2023, the available borrowing capacity through the
Federal Reserve Bank of San Francisco Discount Window and the BTFP was $23.2 million on pledged securities with market
values of $24.8 million, none of which was outstanding. At December 31, 2022, the available borrowing capacity through the
Federal Reserve Bank of San Francisco Discount Window was $22.0 million on pledged securities with market values of
$23.4 million, none of which was outstanding.
At December 31, 2023, advances from the FHLB with a weighted average interest rate of 4.69% were $325.0 million, a
decrease of $25.0 million from $350.0 million with a weighted average interest rate of 3.57% at December 31, 2022. FHLB
open advances were $212.5 million with a weighted average interest rate of 5.70% while the remainder of term advances were
$112.5 million with a weighted average interest rate of 2.77% at December 31, 2023. At December 31, 2022, the Bank had
$250.0 million of open advances and $100.0 million of term advances at the FHLB with a weighted average rate of 4.65% and
0.87%, respectively. For the years ended December 31, 2023, 2022 and 2021, interest expense on FHLB advances were $6.9
million, $2.2 million and $1.7 million, respectively, and the weighted-average interest rates were 3.48%, 1.52% and 1.17%,
respectively.
Note 10 — Subordinated Debentures
On August 20, 2021, the Company issued Fixed-to-Floating Subordinated Notes (“2031 Notes”) of $110.0 million with
a final maturity date of September 1, 2031. The 2031 Notes have an initial fixed interest rate of 3.75% per annum, payable
semi-annually in arrears on March 1 and September 1 of each year, up to but excluding September 1, 2026. From and including
September 1, 2026 and thereafter, the 2031 Notes will bear interest at a floating rate per annum equal to the Benchmark rate
(which is expected to be the Three-Month Term SOFR) plus 310 basis points, payable quarterly in arrears on March 1, June 1,
September 1 and December 1 of each year. If the then current three-month term SOFR rate is less than zero, the three-month
SOFR will be deemed to be zero. Debt issuance cost was $2.1 million, which is being amortized through the 2031 Notes
maturity date. At December 31, 2023 and 2022, the balance of the 2031 Notes included in the Company’s Consolidated Balance
Sheet, net of debt issuance cost, was $108.3 million and $108.2 million, respectively. The amortization of debt issuance cost
was $183,000, $176,000 and $62,000 for the years ended December 31, 2023, 2022 and 2021, respectively.
The Company issued Fixed-to-Floating Subordinated Notes (“2027 Notes”) of $100.0 million on March 21, 2017, with
a final maturity on March 30, 2027. The Notes have an initial fixed interest rate of 5.45% per annum, payable semi-annually
on March 30 and September 30 of each year. From and including March 30, 2022 and thereafter, the 2027 Notes bear interest
82
at a floating rate equal to the then current three-month LIBOR, as calculated on each applicable date of determination, plus
3.315% payable quarterly. If the then current three-month LIBOR is less than zero, three-month LIBOR will be deemed to be
zero. Debt issuance cost was $2.3 million, which is being amortized through the Note’s maturity date.
During the year ended December 31, 2022, the Company redeemed its 2027 Notes. A portion of the redemption was
funded with the proceeds from the Company’s 2021 subordinated debt offering. The redemption price for each of the 2027
Notes equaled 100% of the outstanding principal amount redeemed, plus any accrued and unpaid interest thereon. All interest
accrued on the 2027 Notes ceased to accrue on and after March 30, 2022. Upon the redemption, the Company recognized a
pre-tax charge of $1.1 million for the remaining unamortized debt issuance costs associated with the 2027 Notes. The
amortization of debt issuance cost was $1.1 million and $0.3 million for the years ended December 31, 2022 and 2021,
respectively.
At December 31, 2023 and 2022, the balance of Fixed-to-Floating Subordinated Notes included in the Company’s
Consolidated Balance Sheet, net of debt issuance cost, was $108.3 million and $108.2 million, respectively.
The Company assumed Junior Subordinated Deferrable Interest Debentures (“Subordinated Debentures”) as a result of
an acquisition in 2014 with an unpaid principal balance of $26.8 million and an estimated fair value of $18.5 million. The $8.3
million discount is being amortized to interest expense through the debentures’ maturity date of March 15, 2036. A trust was
formed in 2005 which issued $26.0 million of Trust Preferred Securities (“TPS”) at a 6.26% fixed rate for the first five years
and a variable rate at the three-month LIBOR plus 140 basis points thereafter and invested the proceeds in the Subordinated
Debentures. The rate on the TPS at December 31, 2023 was 7.05%. Beginning September 15, 2023, the variable rate on the
TPS changed to the three-month SOFR plus approximately 166 basis points, representing a credit spread of 140 basis points
and an approximate 26 basis point adjustment to convert three-month LIBOR to three-month SOFR. The Company may redeem
the Subordinated Debentures at an earlier date if certain conditions are met. The TPS will be subject to mandatory redemption
if the Subordinated Debentures are repaid by the Company. Interest is payable quarterly, and the Company has the option to
defer interest payments on the Subordinated Debentures from time to time for a period not to exceed five consecutive years.
At December 31, 2023 and 2022, the balance of Subordinated Debentures included in the Company’s Consolidated Balance
Sheets, net of discount of $5.1 million and $5.6 million, was $21.7 million and $21.2 million, respectively. The amortization
of discount was $420,000, $412,000 and $402,000 for the years ended December 31, 2023, 2022 and 2021, respectively.
Note 11 — Income Taxes
In accordance with the provisions of ASC 740, the Company periodically reviews its income tax positions based on tax
laws and regulations and financial reporting considerations, and records adjustments as appropriate. This review takes into
consideration the status of current taxing authorities’ examinations of the Company’s tax returns, recent positions taken by the
taxing authorities on similar transactions, if any, and the overall tax environment.
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:
Unrecognized tax benefits at beginning of year
Gross increase for new tax positions
Unrecognized tax benefits at end of year
2023
Year Ended December 31,
2022
(in thousands)
2021
$
$
258 $
—
258 $
258 $
—
258 $
—
258
258
The total amount of unrecognized tax benefits that would affect our effective tax rate if recognized was $258,000 as of
December 31, 2023, 2022 and 2021. The Company records interest expense and penalties related to unrecognized tax benefits
in income tax expense. The amount of accrued interest was $71,000 and $33,000 at December 31, 2023 and 2022, respectively.
The amount of penalties accrued was $112,000 and $44,000 at December 31, 2023 and 2022, respectively.
For the years ended December 31, 2023 and 2022, there was no change to unrecognized tax benefits related to California
Enterprise Zone hiring credits. For the year ended December 31, 2021, unrecognized tax benefits increased by $258,000 related
to California Enterprise Zone hiring credits.
We account for interest and penalties related to uncertain tax positions as part of our provision for federal and state
income taxes. Accrued interest and penalties are included within accrued expenses and liabilities on the Consolidated Balance
Sheets.
83
As of December 31, 2023, the Company is subject to examination by federal and various state tax authorities for certain
years ending December 31, 2019 through 2022. As of December 31, 2023, the Company is under audit with the state of
California for tax years 2020 and 2021.
A summary of the provision for income taxes was as follows:
Current expense:
Federal
State
Total current expense
Deferred expense (benefit):
Federal
State
Total deferred expense
Income tax expense
Deferred tax assets and liabilities were as follows:
Deferred tax assets:
Provision for credit losses
Purchase accounting
Net operating loss carryforward
Unrealized loss on securities available for sale
Lease liability
Tax credits
State taxes
Other
Total deferred tax assets
Deferred tax liabilities:
Mark to market
Depreciation
Leases - right of use assets
Other
Total deferred tax liabilities
Valuation allowance
Net deferred tax assets
2023
Year Ended December 31,
2022
(in thousands)
2021
26,336 $
13,610
39,946
(4,980 )
(426 )
(5,406 )
34,540 $
1,310 $
304
1,614
27,674
10,045
37,719
39,333 $
21,805
10,901
32,706
4,914
(803 )
4,111
36,817
2023
Year Ended December 31,
2022
(in thousands)
2021
20,745 $
1,467
13,712
29,120
13,729
—
2,741
4,283
85,797
(32,992 )
(333 )
(12,592 )
(2,790 )
(48,707 )
(1,864 )
35,226 $
21,626 $
2,149
14,590
35,973
13,029
1,711
54
3,793
92,925
(38,916 )
(1,292 )
(11,932 )
(2,836 )
(54,976 )
(1,276 )
36,673 $
21,671
3,360
15,316
3,421
14,712
—
2,318
4,032
64,830
(3,531 )
(1,292 )
(13,738 )
(2,650 )
(21,211 )
(1,644 )
41,975
$
$
$
$
$
As of each reporting date, management considers the realization of deferred tax assets based on management’s judgment
of various future events and uncertainties, including the timing and amount of future income, as well as the implementation of
various tax planning strategies to maximize realization of deferred tax assets. A valuation allowance is provided when it is
more likely than not that some portion of deferred tax assets will not be realized. As of December 31, 2023, management
determined that a valuation allowance of $1.9 million was appropriate against certain state net operating losses. For all other
deferred tax assets, management believes it was more likely than not that these deferred tax assets will be realized principally
through future taxable income and reversal of existing taxable temporary differences. As of December 31, 2022, management
determined that a valuation allowance of $1.3 million was appropriate against certain state net operating losses.
As of December 31, 2023, the Company had net operating loss carryforwards of $7.2 million and $190.9 million for
federal and state income tax purposes, respectively. The federal net operating loss carryforwards of $7.2 million expire at
various dates from 2034 to 2035. The state net operating loss carryforwards include California of $128.9 million which expire
at various dates from 2031 through 2035, and Illinois of $62.0 million which expire at various dates from 2035-2036.
Management determined that a partial valuation allowance was required against the Illinois net operating loss carryforwards.
As of December 31, 2023, the Company had no remaining low income housing tax credit carryforwards.
84
Reconciliation between the federal statutory income tax rate and the effective tax rate is shown in the following table:
Federal statutory income tax rate
State taxes, net of federal tax benefits
Tax credit - federal
Low-income housing amortization
Other
Effective tax rate
Year Ended December 31,
2022
2021
2023
21.00 %
9.06
(1.52 )
1.64
(0.03 )
30.15 %
21.00 %
7.33
(1.30 )
1.34
(0.42 )
27.95 %
21.00 %
5.81
(1.16 )
1.37
0.16
27.18 %
Note 12 — Accumulated Other Comprehensive Income (Loss)
Activity in accumulated other comprehensive income for the year ended December 31, 2023, 2022 and 2021 was as
follows:
Unrealized
Gains and
Losses on
Available for
Sale Securities
Unrealized
Gains and
Losses on
Cash Flow
Hedge
Tax Benefit
(Expense)
Total
For the year ended December 31, 2023
Balance at beginning of period
Other comprehensive income (loss) before reclassification
Reclassification from accumulated other comprehensive income
Net current period other comprehensive income
Balance at end of period
For the year ended December 31, 2022
Balance at beginning of period
Other comprehensive income (loss) before reclassification
Net current period other comprehensive income
Balance at end of period
For the year ended December 31, 2021
Balance at beginning of period
Other comprehensive income (loss) before reclassification
Reclassification from accumulated other comprehensive income
Net current period other comprehensive income
Balance at end of period
$
$
$
$
$
$
(124,958 ) $
21,795
1,871
23,666
(101,292 ) $
(11,864 ) $
(113,094 )
(113,094 )
(124,958 ) $
4,323 $
(16,686 )
499
(16,187 )
(11,864 ) $
(in thousands)
— $
306
—
306
306 $
— $
—
—
— $
— $
—
—
—
— $
35,973 $
(6,351 )
(564 )
(6,915 )
29,058 $
3,421 $
32,552
32,552
35,973 $
(1,247 ) $
4,668
—
4,668
3,421 $
(88,985 )
15,750
1,307
17,057
(71,928 )
(8,443 )
(80,542 )
(80,542 )
(88,985 )
3,076
(12,018 )
499
(11,519 )
(8,443 )
For the year ended December 31, 2023, there was a $1.9 million reclassification from accumulated other comprehensive
income to net loss on sales of securities in noninterest income. Net unrealized losses of $1.7 million related to these sold
securities had previously been recorded in accumulated other comprehensive income or loss.
For the year ended December 31, 2022, there was no sale of securities.
For the year ended December 31, 2021, there was a $0.5 million reclassification from accumulated other comprehensive
income to net loss on sales of securities in noninterest income. Net unrealized losses of $0.1 million related to these sold
securities had previously been recorded in accumulated other comprehensive income or loss.
Note 13 — Regulatory Matters
Risk-Based Capital
Federal bank regulatory agencies require bank holding companies and banks to maintain a minimum ratio of qualifying
total capital to risk-weighted assets of 8.00% and a minimum ratio of Tier 1 capital to risk-weighted assets of 6.00%. In addition
to the risk-based guidelines, federal bank regulatory agencies require bank holding companies and banks to maintain a
minimum ratio of Tier 1 capital to average assets, referred to as the leverage ratio, of 4.00%.
In order for banks to be considered “well capitalized,” federal bank regulatory agencies require them to maintain a
minimum ratio of qualifying total capital to risk-weighted assets of 10.00% and a minimum ratio of Tier 1 capital to risk-
85
weighted assets of 8.00%. In addition to the risk-based guidelines, federal bank regulatory agencies require depository
institutions to maintain a minimum ratio of Tier 1 capital to average assets, referred to as the leverage ratio, of 5.00%.
At December 31, 2023, the Bank’s capital ratios exceeded the minimum requirements to place the Bank in the “well
capitalized” category and the Company exceeded all of its applicable minimum regulatory capital ratio requirements.
A capital conservation buffer of 2.50% must be met to avoid limitations on the ability of the Bank to pay dividends,
repurchase shares or pay discretionary bonuses. The Bank’s capital conservation buffer was 6.27% and 5.86% and the
Company's capital conservation buffer was 6.20% and 5.71% as of December 31, 2023 and 2022, respectively.
The capital ratios of Hanmi Financial and the Bank as of December 31, 2023 and 2022 were as follows:
Actual
Amount
Ratio
Minimum Regulatory
Requirement
Amount
Ratio
(dollars in thousands)
Minimum to be
Categorized as
“Well Capitalized”
Ratio
Amount
December 31, 2023
Total capital (to risk-weighted assets):
Hanmi Financial
Hanmi Bank
Tier 1 capital (to risk-weighted assets):
Hanmi Financial
Hanmi Bank
Common equity Tier 1 capital (to risk-weighted
assets)
Hanmi Financial
Hanmi Bank
Tier 1 capital (to average assets):
Hanmi Financial
Hanmi Bank
$
$
$
$
$
$
$
$
947,286
904,153
773,179
840,046
751,516
840,046
773,179
840,046
14.95 % $ 506,891
14.27 % $ 506,741
8.00 %
8.00 % $ 633,426
N/A
N/A
10.00 %
12.20 % $ 380,168
13.26 % $ 380,056
6.00 %
6.00 % $ 506,741
N/A
N/A
8.00 %
11.86 % $ 285,126
13.26 % $ 285,042
4.50 %
4.50 % $ 411,727
N/A
10.37 % $ 298,277
11.32 % $ 296,948
4.00 %
4.00 % $ 371,185
N/A
N/A
6.50 %
N/A
5.00 %
December 31, 2022
Total capital (to risk-weighted assets):
Hanmi Financial
Hanmi Bank
Tier 1 capital (to risk-weighted assets):
Hanmi Financial
Hanmi Bank
Common equity Tier 1 capital (to risk-weighted
assets)
Hanmi Financial
Hanmi Bank
Tier 1 capital (to average assets):
Hanmi Financial
Hanmi Bank
$ 901,239
$ 860,503
14.49 % $ 497,508
13.86 % $ 496,607
8.00 %
8.00 % $ 620,758
N/A
N/A
10.00 %
$ 728,344
$ 797,608
11.71 % $ 373,131
12.85 % $ 372,455
6.00 %
6.00 % $ 496,607
N/A
N/A
8.00 %
$ 707,101
$ 797,608
11.37 % $ 279,848
12.85 % $ 279,341
4.50 %
4.50 % $ 403,493
N/A
$ 728,344
$ 797,608
10.07 % $ 289,311
11.07 % $ 288,110
4.00 %
4.00 % $ 360,137
N/A
N/A
6.50 %
N/A
5.00 %
86
Note 14 — Fair Value Measurements
Fair Value Measurements
ASC 820, Fair Value Measurements and Disclosures, defines fair value, establishes a framework for measuring fair value
including a three-level valuation hierarchy, and expands disclosures about fair value measurements. Fair value is defined as the
exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most
advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.
The three-level fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of
unobservable inputs when measuring fair value. The three levels of inputs that may be used to measure fair value are defined
as follows:
Level 1 - Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability
to access as of the measurement date.
Level 2 - Significant other observable inputs other than Level 1 prices, such as quoted prices for similar assets or
liabilities, quoted prices in markets that are not active, and other inputs that are observable or can be corroborated
by observable market data.
Level 3 - Significant unobservable inputs that reflect a company’s own assumptions about the assumptions that
market participants would use in pricing an asset or liability.
Fair value is used on a recurring basis for certain assets and liabilities in which fair value is the primary basis of
accounting. Additionally, fair value is used on a non-recurring basis to evaluate assets or liabilities for impairment or for
disclosure purposes.
We record securities available for sale at fair value on a recurring basis. Certain other assets, such as loans held for sale,
nonperforming loans, OREO, bank-owned premises, and core deposit intangible, are recorded at fair value on a non-recurring
basis. Non-recurring fair value measurements typically involve assets that are periodically evaluated for impairment and for
which any impairment is recorded in the period in which the re-measurement is performed.
The following methods and assumptions were used to estimate the fair value of each class of financial instrument below:
Securities available for sale - The fair values of securities available for sale are determined by obtaining quoted prices
on nationally recognized securities exchanges. If quoted prices are not available, fair values are measured using matrix pricing,
which is a mathematical technique used widely in the industry to value debt securities without relying exclusively on quoted
prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted securities, or
other model-based valuation techniques requiring observable inputs other than quoted prices such as yield curve, prepayment
speeds, and default rates. Level 1 securities include U.S. Treasury securities and mutual funds that are traded on an active
exchange or by dealers or brokers in active over-the-counter markets. The fair value of these securities is determined by quoted
prices on an active exchange or over-the-counter market. Level 2 securities primarily include mortgage-backed securities,
collateralized mortgage obligations, U.S. government agency securities and municipal bonds in markets that are active. In
determining the fair value of the securities categorized as Level 2, we obtain reports from an investment accounting service
provider detailing the fair value of each investment security held as of each reporting date. The investment accounting service
provider obtains prices from nationally recognized pricing services. We review the prices obtained for reasonableness based
on our understanding of the marketplace, and also consider any credit issues related to the bonds. As we have not made any
adjustments to the market quotes provided to us and as they are based on observable market data, they have been categorized
as Level 2 within the fair value hierarchy. Level 3 securities are instruments that are not traded in the market. Therefore, no
observable market data for the instrument is available, which necessitates the use of significant unobservable inputs.
Derivatives – The fair values of derivatives are based on valuation models using observable market data as of the
measurement date (Level 2). Our derivatives are traded in an over-the-counter market where quoted market prices are not
always available. Therefore, the fair values of derivatives are determined using quantitative models that utilize multiple market
inputs. The inputs will vary based on the type of derivative, but could include interest rates, prices and indices to generate
continuous yield or pricing curves, prepayment rates, and volatility factors to value the position. The majority of market inputs
are actively quoted and can be validated through external sources, including brokers, market transactions and third-party pricing
services.
Loans held for sale – All loans held for sale are SBA loans carried at the lower of cost or fair value. Management obtains
quotes, bids or pricing indication sheets on all, or, part of these loans directly from the purchasing financial institutions.
87
Premiums received, or, to be received on the quotes, bids or pricing indication sheets are indicative of the fact that cost is lower
than fair value. At December 31, 2023 and 2022, the entire balance of SBA loans held for sale was recorded at its cost. We
record SBA loans held for sale on a nonrecurring basis with Level 2 inputs.
Nonperforming loans – Nonaccrual loans receivable and performing restructured loans receivable are considered
nonperforming for reporting purposes and are measured and recorded at fair value on a non-recurring basis. All nonperforming
loans with a carrying balance over $250,000 are individually evaluated for the amount of expected credit losses, if any.
Nonperforming loans with a carrying balance of $250,000 or less are evaluated collectively. However, from time to time,
nonrecurring fair value adjustments to collateral dependent nonperforming loans are recorded based on either the current
appraised value of the collateral, a Level 3 measurement, or management’s judgment and estimation of value reported on older
appraisals that are then adjusted based on recent market trends, also a Level 3 measurement.
OREO – Fair value of OREO is based primarily on third-party appraisals, less costs to sell and result in a Level 3
classification of the inputs for determining fair value. Appraisals are required annually and may be updated more frequently as
circumstances require and the fair value adjustments are made to OREO based on the updated appraised value of the property.
Servicing assets - On a quarterly basis, the Company utilizes a third-party service to evaluate servicing assets related to
loans sold to unaffiliated parties with servicing retained, which results in a Level 3 classification. Servicing assets are assessed
for impairment or increased obligation based on fair value at each reporting date.
Other repossessed assets – Fair value of equipment from leasing contracts is based primarily on a third-party valuation
service, less costs to sell and result in a Level 3 classification of the inputs for determining fair value. Valuations are required
at the time the asset is repossessed and may be subsequently updated periodically due to the Company’s short-term possession
of the asset prior to its sale, or, as circumstances require and the fair value adjustments are made to the asset based on its value
prior to sale.
88
Assets and Liabilities Measured at Fair Value on a Recurring Basis
As of December 31, 2023 and 2022, assets and liabilities measured at fair value on a recurring basis are as follows:
Level 1
Quoted
Prices in
Active
Markets for
Identical
Assets
Level 2
Significant
Observable
Inputs with No
Active Market
with Identical
Characteristics
Level 3
Significant
Unobservable
Inputs
Total Fair Value
(in thousands)
$
85,488 $
— $
— $
85,488
December 31, 2023
Assets:
Securities available for sale:
U.S. Treasury securities
U.S. government agency and sponsored
agency obligations:
Mortgage-backed securities - residential
Mortgage-backed securities - commercial
Collateralized mortgage obligations
Debt securities
Total U.S. government agency and
sponsored agency obligations
Municipal bonds-tax exempt
Total securities available for sale
Derivative financial instruments
Liabilities:
Derivative financial instruments
$
$
$
—
—
—
—
—
—
85,488 $
— $
442,328
47,991
97,411
124,625
712,355
67,896
780,251 $
6,245 $
—
—
—
—
—
—
— $
— $
442,328
47,991
97,411
124,625
712,355
67,896
865,739
6,245
— $
5,920 $
— $
5,920
December 31, 2022
Assets:
Securities available for sale:
U.S. Treasury securities
U.S. government agency and sponsored
agency obligations:
$
48,026 $
— $
— $
48,026
Mortgage-backed securities - residential
Mortgage-backed securities - commercial
Collateralized mortgage obligations
Debt securities
Total U.S. government agency and
sponsored agency obligations
Municipal bonds-tax exempt
Total securities available for sale
Derivative financial instruments
Liabilities:
Derivative financial instruments
$
$
$
—
—
—
—
—
—
48,026 $
— $
465,152
51,292
85,485
138,499
740,428
65,384
805,812 $
7,507 $
—
—
—
—
—
—
— $
— $
465,152
51,292
85,485
138,499
740,428
65,384
853,838
7,507
— $
7,375 $
— $
7,375
89
Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis
As of December 31, 2023 and 2022, assets and liabilities measured at fair value on a non-recurring basis are as follows:
Level 1
Prices in Active
Markets for
Identical Assets
Total
Level 2
Observable
Inputs with No
Active Market
with Identical
Characteristics
Level 3
Significant
Unobservable
Inputs
(in thousands)
$
$
7,352 $
117
1,305
2,694 $
117
467
7,176
— $
—
—
— $
—
—
—
— $
—
—
— $
—
—
—
7,352
117
1,305
2,694
117
467
7,176
December 31, 2023
Assets:
Collateral dependent loans (1)
Other real estate owned
Repossessed personal property
December 31, 2022
Assets:
Collateral dependent loans (2)
Other real estate owned
Repossessed personal property
Servicing assets
(1)
(2)
Consisted of real estate loans of $2.2 million and commercial and industrial loans of $5.2 million.
Consisted of real estate loans of $2.7 million.
90
The following table represents quantitative information about Level 3 fair value assumptions for assets measured at fair
value on a non-recurring basis at December 31, 2023 and 2022:
Fair Value
Valuation
Techniques
Unobservable
Input(s)
Range (Weighted
Average)
(dollars in thousands)
December 31, 2023
Collateral dependent loans:
Real estate loans:
Commercial property
Retail
Hospitality
Other
Residential
Total real estate loans
Commercial and industrial loans
Total
Other real estate owned
$
1,530
Market approach
Adjustments to market
data
Adjustments to market
data
Adjustments to market
data
Adjustments to market
data
5% to 20% / 15%
(1)
(30)% to 35% / (1)% (1)
(6)% to 1% / (2)%
(15)% to 3% / (6)%
(1)
(1)
Market approach
Market approach
Market approach
Market approach
Adjustments to market
data
(20)% to 55% / (2)% (1)
338
305
1
2,174
5,178
7,352
117
Market approach
Adjustments to market
data
(10)% to 5% / (2)%
(1)
$
$
Repossessed personal property
1,305
Market approach
Adjustments to market
data
(2)
December 31, 2022
Collateral dependent loans:
Real estate loans:
Commercial property
Retail
Other
Residential
Total real estate loans
Total
Other real estate owned
$
1,930
Market approach
256
Market approach
Market approach
508
2,694
2,694
117
Market approach
$
$
Repossessed personal property
467
Market approach
Adjustments to market
data
Adjustments to market
data
Adjustments to market
data
5% to 25% / 16%
(1)
(42)% to 3% / (24)% (1)
(15)% to 3% / (1)%
(1)
Adjustments to market
data
Adjustments to market
data
(20)% to 20% / (2)% (1)
(2)
(3)
Servicing assets
7,176
Market approach
Prepayment rate
Discount rate
11% to 17% / 16%
22% to 25% / 22%
(1) Appraisal reports utilize a combination of valuation techniques including a market approach, where prices and other relevant information generated by
market transactions involving similar or comparable properties are used to determine the appraised value. Appraisals may include an ‘as is’ and ‘upon
completion’ valuation scenarios. Adjustments are routinely made in the appraisal process by third-party appraisers to adjust for differences between the
comparable sales and income data. Adjustments also result from the consideration of relevant economic and demographic factors with the potential to
affect property values. Also, prospective values are based on the market conditions which exist at the date of inspection combined with informed forecasts
based on current trends in supply and demand for the property types under appraisal. Positive adjustments disclosed in this table represent increases to
the sales comparison and negative adjustment represent decreases.
(2) The equipment is usually too low in value to use a professional appraisal service. The values are determined internally using a combination of auction
values, vendor recommendations and sales comparisons depending on the equipment type. Some highly commoditized equipment, such as commercial
trucks have services that provide industry values.
(3) Fair value is based on a valuation model using the present value of estimated future cash flows, prepayment speeds, default rates, and discount rates.
Servicing assets are subsequently measured using the amortization method which requires servicing rights to be amortized into income over the period
of the estimated future net servicing income of the underlying loans.
91
ASC 825, Financial Instruments, requires disclosure of the fair value of financial assets and financial liabilities, including
those financial assets and financial liabilities that are not measured and reported at fair value on a recurring basis or non-
recurring basis. The methodologies for estimating the fair value of financial assets and financial liabilities that are measured
on a recurring basis or non-recurring basis are discussed above.
The estimated fair value of financial instruments has been determined by using available market information and
appropriate valuation methodologies. However, considerable judgment is required to interpret market data in order to develop
estimates of fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts that we could
realize in a current market exchange. The use of different market assumptions and/or estimation methodologies may have a
material effect on the estimated fair value amounts.
Effective January 1, 2018, the Company adopted ASU 2016-01, Recognition and Measurement of Financial Assets and
Financial Liabilities (Topic 825). This standard, among other provisions, requires public business entities to use the exit price
notion when measuring the fair value of financial instruments for disclosure purposes. Other than certain financial instruments
for which we have concluded that the carrying amounts approximate fair value, the fair value estimates shown below are based
on an exit price notion as of December 31, 2023 and 2022, as required by ASU 2016-01. The financial instruments for which
we have concluded that the carrying amounts approximate fair value include: cash and due from banks, accrued interest
receivable and payable, and noninterest-bearing deposits.
The estimated fair values of financial instruments were as follows:
Carrying
Amount
Level 1
Fair Value
Level 2
Level 3
December 31, 2023
(in thousands)
Financial assets:
Cash and due from banks
Securities available for sale
Loans held for sale
Loans receivable, net of allowance for credit
losses
Accrued interest receivable
Financial liabilities:
Noninterest-bearing deposits
Interest-bearing deposits
Borrowings and subordinated debentures
Accrued interest payable
$
302,324 $
865,739
12,013
302,324 $
85,488
—
6,112,972
23,371
2,003,596
4,276,978
455,012
39,306
—
23,371
—
—
—
39,306
— $
780,251
12,238
—
—
2,003,596
—
323,491
—
—
—
—
6,007,975
—
—
4,271,711
128,229
—
Carrying
Amount
Level 1
Fair Value
Level 2
Level 3
December 31, 2022
(in thousands)
Financial assets:
Cash and due from banks
Securities available for sale
Loans held for sale
Loans receivable, net of allowance for credit
losses
Accrued interest receivable
Financial liabilities:
Noninterest-bearing deposits
Interest-bearing deposits
Borrowings and subordinated debentures
Accrued interest payable
$
352,421 $
853,838
8,043
352,421 $
48,026
—
5,895,610
18,537
2,539,602
3,628,470
479,409
7,792
—
18,537
—
—
—
7,792
— $
805,812
8,423
—
—
2,539,602
—
345,867
—
—
—
—
5,808,190
—
—
3,623,827
126,828
—
The methods and assumptions used to estimate the fair value of each class of financial instruments for which it was
practicable to estimate that value are explained below:
Cash and due from banks – The carrying amounts of cash and due from banks approximate fair value due to the short-
term nature of these instruments (Level 1).
92
Securities – The fair value of securities, consisting of securities available for sale, is generally obtained from market bids
for similar or identical securities, from independent securities brokers or dealers, or from other model-based valuation
techniques described above (Level 1 and 2).
Loans held for sale – Loans held for sale, representing the guaranteed portion of SBA loans, are carried at the lower of
aggregate cost or fair market value, as determined based upon quotes, bids or sales contract prices (Level 2).
Loans receivable, net of allowance for credit losses – The fair value of loans receivable is estimated based on the
discounted cash flow approach. To estimate the fair value of the loans, certain loan characteristics such as account types,
remaining terms, annual interest rates or coupons, interest types, past delinquencies, timing of principal and interest payments,
current market rates, loan-to-value ratios, loss exposures, and remaining balances are considered. Additionally, the Company’s
prior charge-off rates and loss ratios as well as various other assumptions relating to credit, interest, and prepayment risks are
used as part of valuing the loan portfolio. Subsequently, the loans were individually evaluated by sorting and pooling them
based on loan types, credit risk grades, and payment types. Consistent with the requirements of ASU 2016-01 which was
adopted by the Company on January 1, 2018, the fair value of the Company's loans receivable is considered to be an exit price
notion as of December 31, 2023 (Level 3).
The fair value of collateral dependent loans is estimated 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 loans are recorded based on the
current appraised value of the collateral (Level 3).
Accrued interest receivable – The carrying amount of accrued interest receivable approximates its fair value (Level 1).
Noninterest-bearing deposits – The fair value of noninterest-bearing deposits is the amount payable on demand at the
reporting date (Level 2).
Interest-bearing deposits – The fair value of interest-bearing deposits, such as savings accounts, money market checking,
and certificates of deposit, is estimated based on discounted cash flows. The cash flows for non-maturity deposits, including
savings accounts and money market checking, are estimated based on their historical decaying experiences. The discount rate
used for fair valuation is based on interest rates currently being offered by the Bank on comparable deposits as to amount and
term (Level 3).
Borrowings and subordinated debentures – Borrowings consist of FHLB advances, subordinated debentures and other
borrowings. Discounted cash flows based on current market rates for borrowings with similar remaining maturities are used to
estimate the fair value of borrowings (Level 2 and 3).
Accrued interest payable – The carrying amount of accrued interest payable approximates its fair value (Level 1).
Note 15 — Share-Based Compensation
At December 31, 2023, we maintained the 2021 Equity Compensation Plan (the “2021 Plan”), which became effective
on May 26, 2021 and the 2013 Equity Compensation Plan (the “2013 Plan” and collectively with the 2021 Plan, the “Plans”).
Once the 2021 Plan was adopted, no further grants were permitted to be made under the 2013 Plan. Outstanding awards granted
under the 2013 Plan continue to be governed by the 2013 Plan.
The Company may provide awards of options, stock appreciation rights, restricted stock awards, restricted stock unit
awards, shares granted as a bonus or in lieu of another award, dividend equivalents, other stock-based awards or performance
awards, together with any other right or interest to a participant. Participants include executives and other employees, officers,
directors, consultants and other persons who provide services to the Company or its related entities. Under the 2021 Plan, we
may grant equity incentive awards for up to 1,500,000 shares of common stock. As of December 31, 2023, 1,116,555 shares
were still available for issuance under the 2021 Plan.
93
The table below provides the share-based compensation expense and related tax benefits for the periods indicated:
Share-based compensation expense
Related tax benefits
2023
Year Ended December 31,
2022
(in thousands)
2,681
808
$
$
2,595
752
$
$
$
$
2021
2,436
703
As of December 31, 2023, unrecognized share-based compensation expense was $3.8 million with an average expected
recognition period of 1.8 years.
2013 and 2021 Equity Compensation Plans
Stock Options
All stock options granted under the Plans have an exercise price equal to the fair market value of the underlying common
stock on the date of grant. Stock options granted generally vest based on three to five years of continuous service and expire
ten years from the date of grant. New shares of common stock are issued or treasury shares are utilized upon the exercise of
stock options. There were no options granted during the three years ended December 31, 2023, 2022 or 2021.
The following information under the Plans is presented for the periods indicated:
2023
Year Ended December 31,
2022
(in thousands)
2021
Total intrinsic value of options exercised (1)
Cash received from options exercised
$
$
343 $
— $
20 $
19 $
—
—
(1)
Intrinsic value represents the difference between the closing stock price on the exercise date and the exercise price, multiplied by the number of
options.
The following is a summary of stock option transactions under the Plans for the periods indicated:
2023
Year Ended December 31,
2022
2021
Weighted-
Average
Exercise
Price Per
Share
Weighted-
Average
Exercise
Price Per
Share
Number of
Shares
Weighted-
Average
Exercise
Price Per
Share
Number of
Shares
Number of
Shares
111,000 $
(50,000 )
— $
— $
61,000 $
61,000 $
19.89
23.29
—
—
22.73
22.73
$
115,938
$
(1,500 )
$
—
$
(3,438 )
111,000
$
111,000 $
19.58
12.54
—
12.54
19.89
19.89
125,938 $
— $
(10,000 ) $
— $
115,938 $
$
115,938
19.59
—
19.74
—
19.58
19.58
Options outstanding at beginning of
period
Options exercised
Options forfeited
Options expired
Options outstanding at end of period
Options exercisable at end of period
As of December 31, 2023, there was no unrecognized compensation cost as all stock options issued under the Plans had
fully vested.
94
As of December 31, 2023, stock options outstanding under the Plans were as follows:
Options Outstanding
Weighted-
Average
Exercise
Price Per
Share
Intrinsic
Value
(1)
Weighted-
Average
Remaining
Contractual
Life
Number of
Shares
Options Exercisable
Weighted-
Average
Exercise
Price Per
Share
Intrinsic
Value
(1)
Weighted-
Average
Remaining
Contractual
Life
Number of
Shares
3,000 $
55,000
3,000
61,000 $
(7 ) $
(247 ) $
(20 )
(274 ) $
20.64
22.73
24.83
22.73
0.59
0.82
1.48
0.84
3,000 $
55,000
3,000
61,000 $
(7 ) $
(247 ) $
(20 )
(274 ) $
20.64
22.73
24.83
22.73
0.59
0.82
1.48
0.84
$20.00 to $21.49
$21.50 to $23.49
$23.50 to $24.83
(1)
Intrinsic value represents the difference between the closing stock price on the last trading day of the period, which was $19.40 as of December 31,
2023, and the exercise price, multiplied by the number of options. This value is presented in thousands.
Restricted Stock Awards
Restricted stock awards under the Plans become fully vested after a certain number of years or after certain performance
criteria are met. Hanmi Financial becomes entitled to an income tax deduction in an amount equal to the taxable income reported
by the holders of the restricted shares when the restrictions are released and the shares are issued. Restricted shares are forfeited
if officers and employees terminate prior to the lapsing of restrictions. Forfeitures of restricted stock are treated as canceled
shares.
The table below provides information for restricted stock awards under the Plans for the periods indicated:
2023
2022
2021
Weighted-
Average
Grant Date
Fair Value
Per Share
Number of
Shares
Weighted-
Average
Grant Date
Fair Value
Per Share
Number of
Shares
Number of
Shares
Restricted stock at beginning of period
Restricted stock granted
Restricted stock vested
Restricted stock forfeited
Restricted stock at end of period
156,174 $
131,021 $
(83,968 ) $
(6,782 ) $
196,445 $
21.29
18.86
19.34
23.08
20.72
152,087 $
101,271 $
(89,699 ) $
(7,485 ) $
156,174 $
17.24
24.56
23.95
23.46
21.29
243,708 $
75,679 $
(134,659 ) $
(32,641 ) $
152,087 $
Weighted-
Average
Grant Date
Fair Value
Per Share
15.60
19.62
16.01
15.02
17.24
As of December 31, 2023, there was $2.5 million of total unrecognized compensation cost related to nonvested shares
granted under the Plans. The cost is expected to be recognized over a weighted-average period of 1.8 years. The total fair value
of shares vested during the years ended December 31, 2023, 2022 and 2021 was $1.4 million, $2.1 million, and $2.7 million,
respectively.
Performance Stock Units
During the twelve months ended December 31, 2023, the Company granted to members of executive management 53,696
performance stock units (“PSUs”) from the 2021 Plan with a grant date fair value of $1.0 million. PSUs are similar to restricted
stock awards, except the recipient does not receive the stock immediately, but instead receives it in accordance to a vesting
plan and distribution schedule after achieving required performance milestones and upon remaining with the Company for a
particular length of time. Each PSU that vests entitles the recipient to receive one share of the Company’s common stock on a
specified issuance date.
PSUs granted vest into shares based on a three-year cliff vesting subject to achievement of a total shareholder return
(“TSR”) performance metric and, for 2023, were determined to have a grant date fair value of $21.08 per share. The fair value
of the performance PSUs at the grant date was determined using a Monte Carlo simulation method. The number of PSUs subject
to the TSR that ultimately vest at the end of the three-year vesting performance period, if any, will be based on the relative rank
of the Company’s TSR among the TSRs of a peer group of 50 regional banks. Although the recipient does receive dividend
equivalent rights for any dividends paid during the performance period based on the target shares granted, no stockholder rights,
including voting, or liquidation rights will be conferred upon the recipient until becoming the record holder of those shares.
95
The table below provides information for performance stock units under the 2021 Plans for the periods indicated:
2023
2022
2021
Weighted-
Average
Grant Date
Fair Value
Per Share
Number of
Shares
Weighted-
Average
Grant Date
Fair Value
Per Share
Number of
Shares
Weighted-
Average
Grant Date
Fair Value
Per Share
Number of
Shares
104,599 $
53,696 $
(23,937 ) $
134,358 $
18.83
21.08
9.65
21.37
66,563 $
38,036 $
— $
104,599 $
15.25
25.10
—
18.83
23,937 $
42,626 $
— $
66,563 $
9.65
18.40
—
15.25
Performance stock at beginning of
period
Performance stock granted
Performance stock vested
Performance stock at end of period
As of December 31, 2023, there was $1.3 million of total unrecognized compensation cost related to units granted under
the 2021 Plan. The cost is expected to be recognized over a weighted-average period of 1.9 years.
Compensation expense for these units is based on the fair value of the grants at the grant date and is amortized on a
straight-line basis over the vesting period. For the twelve months ended December 31, 2023, total compensation expense for
the PSUs was $0.7 million. The total fair value of the PSUs at December 31, 2023 was $2.6 million.
96
Note 16 — Earnings per Share
The following table is a reconciliation of the components used to derive basic and diluted EPS for the periods indicated:
Weighted-
Average
Shares
Net
Income
(Denominator) Amount (1)
(Numerator)
(dollars in thousands except share and per share
data)
Per
Share
Year Ended December 31, 2023
Basic EPS
Net income
Less: income allocated to unvested restricted stock
Basic EPS
Effect of dilutive securities - options and unvested restricted stock
Diluted EPS
Net income
Less: income allocated to unvested restricted stock
Diluted EPS
Year Ended December 31, 2022
Basic EPS
Net income
Less: income allocated to unvested restricted stock
Basic EPS
Effect of dilutive securities - options and unvested restricted stock
Diluted EPS
Net income
Less: income allocated to unvested restricted stock
Diluted EPS
Year Ended December 31, 2021
Basic EPS
Net income
Less: income allocated to unvested restricted stock
Basic EPS
Effect of dilutive securities - options and unvested restricted stock
Diluted EPS
Net income
Less: income allocated to unvested restricted stock
Diluted EPS
$
$
$
$
$
$
$
$
$
$
$
$
80,041
505
79,536
—
80,041
505
79,536
30,269,740 $
30,269,740
30,269,740 $
60,518
30,330,258 $
30,330,258
30,330,258 $
101,394
558
100,836
—
101,394
558
100,836
30,299,148 $
30,299,148
30,299,148 $
92,909
30,392,057 $
30,392,057
30,392,057 $
98,677
671
98,006
—
98,677
671
98,006
30,393,559 $
30,393,559
30,393,559 $
78,188
30,471,747 $
30,471,747
30,471,747 $
2.64
0.02
2.63
—
2.64
0.02
2.62
3.35
0.02
3.33
—
3.34
0.02
3.32
3.25
0.02
3.22
—
3.24
0.02
3.22
(1)
Per share amounts may not be able to be recalculated using net income and weighted-average shares presented above due to rounding.
There were no anti-dilutive options outstanding for the years ended December 31, 2023, 2022 and 2021.
97
Note 17 — Employee Benefits
401(k) Plan
We have a 401(k) plan for the benefit of substantially all of our employees. We match 75% of participant contributions
to the 401(k) plan up to 8% of each 401(k) plan participant’s annual compensation. Contributions to the 401(k) plan were $3.1
million, $2.8 million and $2.6 million for the years ended December 31, 2023, 2022 and 2021, respectively.
Personal Paid Time Off
Full time employees of the Bank are provided a benefit for personal paid time off for vacation and sick time based on
their length of employment. As of December 31, 2023 and 2022, the accrued expense liability for personal paid time off was
$3.0 million and $2.4 million, respectively.
Bank-Owned Life Insurance
As of December 31, 2023 and 2022, the cash surrender value of bank-owned life insurance was $56.3 million and $55.5
million, respectively. The Bank is the main beneficiary under each policy, although certain current and former employees
named on a policy are eligible for their heirs to be paid upon their death. In the event of the death of a covered officer, we will
receive the specified insurance benefit from the insurance carrier.
Note 18 — Commitments and Contingencies
In the normal course of business, we are involved in various legal claims. Management has reviewed all legal claims
against us with in-house or outside legal counsel and has taken into consideration the views of such counsel as to the outcome
of the claims. In management’s opinion, the final disposition of all such claims will not have a material adverse effect on our
financial position or results of operations.
Note 19 — Off-Balance Sheet Commitments
The Bank is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the
financing needs of our customers. These financial instruments include commitments to extend credit and standby letters of
credit. These instruments involve, to varying degrees, elements of credit and interest rate risk similar to the risk involved with
on-balance sheet items recognized in the Consolidated Balance Sheets and may expire without ever being utilized.
The Bank’s exposure to credit losses in the event of non-performance by the other party to commitments to extend credit
and standby letters of credit is represented by the contractual notional amount of those instruments. The Bank uses the same
credit policies in making commitments and conditional obligations as it does for extending loan facilities to customers. The
Bank evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed
necessary by the Bank upon an extension of credit, was based on management’s credit evaluation of the counterparty. Collateral
held varies but may include accounts receivable, inventory, premises and equipment, and income-producing or borrower-
occupied properties.
Some of the commitments to fund existing loans, lines of credit and letters of credit are expected to expire without being
drawn upon. Therefore, the total commitments do not necessarily represent future cash requirements. As of December 31, 2023,
the Bank was obligated on $120.0 million of letters of credit to the FHLBSF which were being used as collateral for public
fund deposits, including $120.0 million of deposits from the State of California.
The following table shows the distribution of undisbursed loan commitments as of the dates indicated:
Commitments to extend credit
Standby letters of credit
Commercial letters of credit
Total undisbursed loan commitments
December 31,
2023
2022
(in thousands)
$
$
813,960
83,725
33,140
930,825
$
$
780,543
71,829
19,945
872,317
98
The allowance for credit losses related to off-balance sheet items is maintained at a level believed to be sufficient to
absorb probable losses related to these unfunded credit facilities. The determination of the allowance adequacy is based on
periodic evaluations of the unfunded credit facilities including an assessment of the probability of commitment usage, credit
risk factors for loans outstanding to these same customers, and the terms and expiration dates of the unfunded credit facilities.
Net adjustments to the allowance for credit losses related to off-balance sheet items are included in other operating expenses.
Activity in the allowance for credit losses related to off-balance sheet items was as follows for the periods indicated:
2023
As of and for the Year Ended December 31,
2022
(in thousands)
2021
Balance at beginning of period
Provision (recovery) for credit losses
Balance at end of period
$
$
3,114
(640 )
2,474
$
$
2,586
528
3,114
$
$
2,792
(206 )
2,586
Note 20 — Derivatives and Hedging Activities
Risk Management Objective of Using Derivative
The Company is exposed to certain risk arising from both its business operations and economic conditions. The Company
principally manages its exposures to a wide variety of business and operational risks through management of its core business
activities. The Company manages economic risks, including interest rate, liquidity, and credit risk, primarily by managing the
amount, sources, and duration of its assets and liabilities and through the use of derivative financial instruments. Specifically,
the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in
the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates.
Derivatives Designated as Hedging Instruments - Cash Flow Hedges of Interest Rate Risk
The Company’s objectives in using interest rate derivatives are to add stability to interest income and to manage its
exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps as part of
its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of fixed-rate
amounts from a counterparty in exchange for the Company making variable-rate payments over the life of the agreements
without exchange of the underlying notional amount. Such derivatives were used to hedge the variable cash flows associated
with existing variable-rate assets. During the fourth quarter of 2023, the Company entered into a $100.0 million notional interest
rate swap designated as a cash flow hedge, with an effective date of May 1, 2024 and a maturity date of May 1, 2026, to hedge
a pool of Prime-indexed loans against falling rates.
For derivatives designated and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is
recorded in Accumulated Other Comprehensive Income and subsequently reclassified into interest income in the same period(s)
during which the hedged transaction affects earnings. Amounts reported in accumulated other comprehensive income related
to derivatives will be reclassified to interest income as interest payments are received on the Company’s variable-rate asset.
During the next 12 months, the Company estimates that an additional $0.4 million will be reclassified as an increase to interest
income.
Derivatives Not Designated as Hedging Instruments
The Company also enters into interest rate swap agreements between the Company and its customers and other third-
party counterparties. The Company enters into “back to back swap” arrangements whereby the Company executes interest rate
swap agreements with its customers and acquires an offsetting swap position from a third-party counterparty. These derivative
financial statements are accounted for at fair value, with changes in fair value recognized in the Company’s Consolidated
Statements of Income.
99
The table below presents the fair value of the Company’s derivative financial instruments as well as their classification
on the Balance Sheet as of December 31, 2023 and 2022.
As of December 31, 2023
Derivatives not designated as hedging
instruments
Interest rate products
Total derivatives not designated as hedging
instruments
Derivatives designated as hedging
instruments
Interest rate products
Total derivatives designated as hedging
instruments
As of December 31, 2022
Derivatives not designated as hedging
instruments
Interest rate products
Total derivatives not designated as hedging
instruments
Notional
Amount
Derivative Assets
Balance Sheet
Location
Fair Value
Notional
Amount
Derivative Liabilities
Balance Sheet
Location
Fair Value
(in thousands)
$
104,571 Other Assets
$
5,939 $
104,571 Other Liabilities $
5,920
$
5,939
$
5,920
$
100,000 Other Assets
$
306 $
— Other Liabilities $
$
306
$
—
—
Notional
Amount
Derivative Assets
Balance Sheet
Location
Fair Value
Notional
Amount
Derivative Liabilities
Balance Sheet
Location
Fair Value
(in thousands)
$
61,460 Other Assets
$
7,507 $
61,460 Other Liabilities $
7,375
$
7,507
$
7,375
The table below presents the effect of cash flow hedge accounting on Accumulated Other Comprehensive Income as of
December 31, 2023.
As of December 31, 2023
Derivatives in Subtopic 815-20 Hedging
Relationships
Amount of
Gain or (Loss)
Recognized in
OCI on
Derivative
Amount of
Gain or (Loss)
Recognized in
OCI Included
Component
Amount of
Gain or (Loss)
Recognized in
OCI Excluded
Component
Location of Gain
or (Loss)
Recognized from
Accumulated
Other
Comprehensive
Income into
Income
(in thousands)
Amount of
Gain or (Loss)
Reclassified
from
Accumulated
OCI into
Income
Amount of
Gain or (Loss)
Reclassified
from
Accumulated
OCI into
Income
Included
Component
Amount of
Gain or (Loss)
Reclassified
from
Accumulated
OCI into
Income
Excluded
Component
Derivatives in Cash Flow Hedging Relationships
Interest Rate Products
Total
$
$
306
306
$
$
306
306
$
$
Interest Income
—
—
$
$
—
—
$
$
—
—
$
$
—
—
The table below presents the effect of the Company’s derivative financial instruments that are not designated as hedging
instruments on the Income Statement as of December 31, 2023, 2022 and 2021.
Derivatives Not Designated as Hedging Instruments
under Subtopic 815-20
Location of Gain or
(Loss)
Recognized in
Income on
Derivative
Amount of Gain or (Loss)
Recognized in Income on
Derivative
For the Year Ended December 31,
2022
(in thousands)
2023
2021
Interest rate products
Total
Other income
$
$
(114 ) $
(114 ) $
113 $
113 $
80
80
The Company recognized $0.6 million of fee income from its derivative financial instruments for the twelve months
ended December 31, 2023. There were no derivative financial instruments fee income recognized for the twelve months ended
December 31, 2022 and 2021.
100
The table below presents a gross presentation, the effects of offsetting, and a net presentation of the Company’s
derivatives as of December 31, 2023 and 2022. The net amounts of derivative assets or liabilities can be reconciled to the
tabular disclosure of fair value. The tabular disclosure of fair value provides the location that derivative assets and liabilities
are presented on the Balance Sheet.
Offsetting of Derivative Assets
As of December 31, 2023
Gross Amounts
Offset in the
Statement of
Financial
Position
Net Amounts of
Assets
presented in the
Statement of
Financial
Position
Gross Amounts
of Recognized
Assets
Gross Amounts Not Offset in the Consolidated Balance
Sheets
Financial
Instruments
Cash Collateral
Received
Net Amount
Derivatives
$
6,245
$
—
$
(in thousands)
6,245
$
284
$
5,731
$
230
Offsetting of Derivative Liabilities
As of December 31, 2023
Gross Amounts Not Offset in the Consolidated Balance
Sheets
Gross Amounts
Offset in the
Statement of
Financial
Position
Net Amounts of
Liabilities
presented in the
Statement of
Financial
Position
Gross Amounts
of Recognized
Liabilities
Financial
Instruments
Cash Collateral
Provided
Net Amount
Derivatives
$
5,920
$
—
$
(in thousands)
5,920
$
284
$
—
$
5,636
Offsetting of Derivative Assets
As of December 31, 2022
Gross Amounts
Offset in the
Statement of
Financial
Position
Net Amounts of
Assets
presented in the
Statement of
Financial
Position
Gross Amounts
of Recognized
Assets
Gross Amounts Not Offset in the Consolidated Balance
Sheets
Financial
Instruments
Cash Collateral
Received
Net Amount
Derivatives
$
7,507
$
—
$
(in thousands)
7,507
$
7,375
$
132
$
—
Offsetting of Derivative Liabilities
As of December 31, 2022
Gross Amounts
Offset in the
Statement of
Financial
Position
Net Amounts of
Liabilities
presented in the
Statement of
Financial
Position
Gross Amounts
of Recognized
Liabilities
Gross Amounts Not Offset in the Consolidated Balance
Sheets
Financial
Instruments
Cash Collateral
Provided
Net Amount
Derivatives
$
7,375
$
—
$
(in thousands)
7,375
$
7,375
$
—
$
—
The Company has agreements with each of its derivative counterparties that contain a provision stating if the Company
either defaults or is capable of being declared in default on any of its indebtedness, then the Company could also be declared
in default on its derivative obligations. In addition, these agreements may also require the Company to post additional collateral
should it fail to maintain its status as a well- or adequately-capitalized institution.
As of December 31, 2023 and 2022, the fair value of derivatives in a net liability position, which includes accrued interest
but excludes any adjustment for nonperformance risk, related to these agreements was $0. As of December 31, 2023 and 2022,
no collateral was provided related to these agreements.
Note 21 — Qualified Affordable Housing Project Investments
The Company invests in qualified affordable housing projects. At December 31, 2023 and 2022, the balance of the
investment for qualified affordable housing projects was $16.6 million and $5.9 million, respectively. This balance is reflected
in prepaid expenses and other assets on the consolidated balance sheets. Total unfunded commitments related to the investments
101
in qualified affordable housing projects aggregated $10.0 million and $27,000 at December 31, 2023 and 2022, respectively.
The Company expects to fulfill the majority of these commitments over the next five years.
For each of the twelve months ended December 31, 2023, 2022 and 2021, the Company recognized amortization expense
of $1.9 million, which was included within income tax expense on the consolidated statements of income.
Note 22 — Liquidity
Hanmi Financial
At December 31, 2023 and 2022, Hanmi Financial had $7.5 million and $10.6 million, respectively, in cash on deposit
with the Bank. In addition, at December 31, 2023, Hanmi Financial had $32.4 million of securities available for sale that
consisted solely of U.S. Treasury securities.
Hanmi Bank
The principal objective of our liquidity management program is to maintain the Bank’s ability to meet the day-to-day
cash flow requirements of our customers who either wish to withdraw funds or to draw upon credit facilities to meet their cash
needs. Management believes that the Bank, on a stand-alone basis, has adequate liquid assets to meet its current obligations.
The Bank’s primary funding source will continue to be deposits originating from its branch platform. The Bank’s wholesale
funds historically consisted of FHLB advances, brokered deposits, as well as State of California time deposits. As of December
31, 2023 and 2022, the Bank had $325.0 million and $350.0 million of FHLB advances, $58.3 million and $83.3 million of
brokered deposits, and $120.0 million and $120.0 million of State of California time deposits, respectively.
We monitor the sources and uses of funds on a regular basis to maintain an acceptable liquidity position. The Bank’s
primary source of borrowings is the FHLB, from which the Bank is eligible to borrow up to 30% of its assets. As of December
31, 2023, the total borrowing capacity available based on pledged collateral and the remaining available borrowing capacity
were $1.54 billion and $1.09 billion, respectively, compared to $1.54 billion and $1.07 billion, respectively, as of December
31, 2022.
The amount that the FHLB is willing to advance differs based on the quality and character of qualifying collateral pledged
by the Bank, and the advance rates for qualifying collateral may be adjusted upwards or downwards by the FHLB from time
to time. To the extent deposit renewals and deposit growth are not sufficient to fund maturing and withdrawable deposits, repay
maturing borrowings, fund existing and future loans, securities, and otherwise fund working capital needs and capital
expenditures, the Bank may utilize the remaining borrowing capacity from its FHLB borrowing arrangement.
As a means of augmenting its liquidity, the Bank had an available borrowing source of $23.2 million from the Federal
Reserve Discount Window and the BTFP, to which the Bank pledged securities with a market value of $24.8 million, and had
no borrowings as of December 31, 2023. The BTFP facility is available until March 11, 2024. The Bank also maintains a line
of credit for repurchase agreements up to $100.0 million. The Bank also had three unsecured federal funds lines of credit
totaling $115.0 million with no outstanding balances as of December 31, 2023.
102
At December 31,
2023
2022
(in thousands)
$
$
$
$
7,492
32,389
790,425
3,551
833,857
130,012
1,954
131,966
701,891
833,857
$
$
$
$
10,558
17,660
728,172
12,611
769,001
129,409
2,077
131,486
637,515
769,001
2023
$
Year Ended December 31,
2022
(in thousands)
57,000
$
191
(8,037 )
(5,174 )
43,980
4,026
48,006
53,388
101,394
44,500
1,094
(6,482 )
(5,817 )
33,295
1,403
34,698
45,343
80,041
$
$
2021
20,639
—
(8,273 )
(4,891 )
7,475
3,962
11,437
87,239
98,676
Note 23 — Condensed Financial Information of Parent Company
Balance Sheets
Assets
Cash
Securities available for sale
Investments in consolidated subsidiaries
Other assets
Total assets
Liabilities and stockholders' equity
Liabilities
Subordinated debentures
Other liabilities
Total liabilities
Stockholders' equity
Total liabilities and stockholders' equity
Statements of Income
Dividends from bank subsidiaries
Interest income on securities
Interest expense
Other expense
Income before taxes and undistributed income of subsidiary
Income tax benefit
Income before undistributed income of subsidiary
Equity in undistributed income of subsidiary
Net income
$
$
103
Statements of Cash Flows
Cash Flows from Operating Activities:
Net income
Adjustments to reconcile net income to net cash used in operating activities
Undistributed income of subsidiary
Depreciation and amortization
Share-based compensation expense
Change in other assets and liabilities
Net cash provided by operating activities
Cash Flows from Investing Activities:
Purchases of securities
Proceeds from matured, called and repayment of securities
Net cash used in investing activities
Cash Flows from Financing Activities:
Proceeds from exercise of stock options
Issuance of subordinated debentures
Redemption of subordinated debentures, net of treasury debentures
Cash paid for employee vested shares surrendered due to employee tax liability
Repurchase of common stock
Cash dividends paid
Net cash provided by (used in) financing activities
Net increase (decrease) in cash
Cash at beginning of year
Cash at end of year
Note 24 — Subsequent Events
Cash Dividend
2023
Year Ended December 31,
2022
(in thousands)
2021
$
80,041
$
101,394
$
98,676
(45,343 )
409
2,680
8,879
46,666
(21,328 )
7,000
(14,328 )
—
—
—
(785 )
(4,084 )
(30,535 )
(35,404 )
(3,066 )
10,558
7,492
$
(53,388 )
1,703
2,596
(2,019 )
50,286
(17,956 )
—
(17,956 )
19
—
(87,300 )
(732 )
—
(28,636 )
(116,649 )
(84,319 )
94,877
10,558
$
(87,239 )
1,148
2,437
(9,076 )
5,946
—
—
—
—
107,929
(13,043 )
(572 )
(6,135 )
(16,514 )
71,665
77,611
17,266
94,877
$
On January 25, 2024, the Company announced that the Board of Directors of the Company declared a quarterly cash
dividend of $0.25 per share to be paid on February 22, 2024 to stockholders of record as of the close of business on February
5, 2024.
104
Exhibit
Number
3.1
3.2
3.3
3.4
4.1
4.2
4.3
4.4
4.5
4.6
4.7
10.1
10.2
10.3
Hanmi Financial Corporation and Subsidiary
Exhibit Index
Document
Amended and Restated Certificate of Incorporation of Hanmi Financial Corporation, dated April 19, 2000
(incorporated by reference herein from Exhibit 3.1 to Hanmi Financial’s Quarterly Report on Form 10-Q
(including certificates of amendment as of June 23, 2004, May 28, 2009 and July 28, 2010) for the quarter ended
September 30, 2010, filed with the SEC on November 9, 2010).
Certificate of Amendment of Amended and Restated Certificate of Incorporation of Hanmi Financial
Corporation, dated December 16, 2011 (incorporated by reference herein from Exhibit 3.1 to Hanmi Financial’s
Current Report on Form 8-K, filed with the SEC on December 19, 2011).
Second Amended and Restated Bylaws of Hanmi Financial Corporation, dated as of March 23, 2016
(incorporated by reference herein from Exhibit 3.1 to Hanmi Financial’s Current Report on Form 8-K, filed with
the SEC on March 29, 2016).
First Amendment to the Second Amended and Restated Bylaws of Hanmi Financial Corporation (incorporated
by reference herein from Exhibit 3.1 to Hanmi Financial’s Current Report on Form 8-K, filed with the SEC on
October 2, 2017).
Specimen Stock Certificate representing Hanmi Financial Corporation Common Stock (incorporated by
reference herein from Exhibit 4 to Hanmi Financial’s Annual Report on Form 10-K for the year ended
December 31, 2010, filed with the SEC on March 16, 2011).
Central Bancorp Statutory Trust I Junior Subordinated Indenture, dated as of December 27, 2005, entered into
between Central Bancorp, Inc. and JPMorgan Chase Bank, National Association as Trustee (incorporated by
reference herein from Exhibit 10.1 to Hanmi Financial’s Annual Report on Form 10-K for the year ended
December 31, 2015, filed with the SEC on February 29, 2016).
Amended and Restated Declaration of Trust of Central Bancorp Statutory Trust I, dated as of December 27,
2005, among Central Bancorp, Inc., JPMorgan Chase Bank, National Association, and the Administrative
Trustees Named Therein (incorporated by reference herein from Exhibit 10.2 to Hanmi Financial’s Annual
Report on Form 10-K for the year ended December 31, 2015, filed with the SEC on February 29, 2016).
Central Bancorp Statutory Trust I Trust Preferred Securities Guarantee Agreement, dated as of December 27,
2005, entered into between Central Bancorp, Inc., as Guarantor, and JPMorgan Chase Bank, National
Association, as Guarantee Trustee (incorporated by reference herein from Exhibit 10.3 to Hanmi Financial’s
Annual Report on Form 10-K for the year ended December 31, 2015, filed with the SEC on February 29, 2016).
Description of Registrant’s Capital Stock (incorporated by reference herein from Exhibit 4.7 to Hanmi
Financial’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on March
2, 2020).
Indenture, dated August 20, 2021, between Hanmi Financial Corporation and Wilmington Trust, National
Association, as trustee (incorporated by reference herein from Exhibit 4.1 to Hanmi Financial Corporation’s
Current Report on Form 8-K, filed with the SEC on August 20, 2021).
First Supplemental Indenture, dated August 20, 2021, between Hanmi Financial Corporation and Wilmington
Trust, National Association, as Trustee (incorporated by reference herein from Exhibit 4.2 to Hanmi Financial
Corporation’s Current Report on Form 8-K, filed with the SEC on August 20, 2021).
Form of Indemnity Agreement (incorporated by reference herein from Exhibit 10.35 to Hanmi Financial's
Annual Report on Form 10-K for the year ended December 31, 2010, filed with the SEC on March 16, 2011).
Hanmi Financial Corporation Amended and Restated 2013 Equity Compensation Plan (incorporated by
reference herein from Exhibit 4.2 to Hanmi Financial Corporation’s Registration Statement on Form S-8 (No.
333-191855), filed with the SEC on October 23, 2013).†
Form of Incentive Stock Option Agreement (incorporated by reference herein from Exhibit 4.3 to Hanmi
Financial Corporation’s Registration Statement on Form S-8 (No. 333-191855), filed with the SEC on October
23, 2013).†
105
10.4
10.5
10.6
10.7
10.8
10.9
10.10
10.11
10.12
Form of Non-Qualified Stock Option Agreement (incorporated by reference herein from Exhibit 4.4 to Hanmi
Financial Corporation’s Registration Statement on Form S-8 (No. 333-191855), filed with the SEC on October
23, 2013).†
Form of Restricted Stock Agreement (incorporated by reference herein from Exhibit 4.5 to Hanmi Financial
Corporation’s Registration Statement on Form S-8 (No. 333-191855), filed with the SEC on October 23,
2013).†
Amended and Restated Employment Agreement by and among Hanmi Financial Corporation, Hanmi Bank and
Bonita I. Lee dated February 25, 2022 (incorporated by reference herein from Exhibit 109 to Hanmi Financial
Corporation's Annual Report on form 10-K for the year ended December 31, 2021, as filed with the SEC on
February 28, 2022).†
Amended and Restated Employment Agreement by and among Hanmi Financial Corporation, Hanmi Bank and
Romolo C. Santarosa dated February 26, 2020 (incorporated by reference herein from Exhibit 10.10 to Hanmi
Financial's Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on March 2,
2020).†
Hanmi Financial Corporation 2021 Equity Compensation Plan (incorporated by reference to Appendix A to the
proxy statement for the Annual Meeting of Stockholders filed with the Securities and Exchange Commission on
April 16, 2021 (File No. 000-30421).†
Form of Restricted Stock Agreement for the Hanmi Financial Corporation 2021 Equity Compensation Plan
(incorporated by reference herein to Exhibit 10.1 from Hanmi Financial Corporation’s Quarterly Report on
Form 10-Q, as filed with the SEC on November 9, 2021).†
Form of Performance Share Unit Agreement for the Hanmi Financial Corporation 2021 Equity Compensation
Plan (incorporated by reference herein to Exhibit 10.2 from Hanmi Financial Corporation’s Quarterly Report on
Form 10-Q, as filed with the SEC on November 9, 2021).†
Form of Non-Qualified Stock Option Agreement for the Hanmi Financial Corporation 2021 Equity
Compensation Plan (incorporated by reference herein to Exhibit 10.3 from Hanmi Financial Corporation’s
Quarterly Report on Form 10-Q, as filed with the SEC on November 9, 2021).†
First Amendment to the Amended and Restated Employment Agreement by and among Hanmi Financial
Corporation and Romolo C. Santarosa dated February 26, 2020 (incorporated by reference herein from Exhibit
10.1 to Hanmi Financial Corporation's Quarterly Report on Form 10-Q, as filed with the SEC on August 9,
2022).†
21.1
List of Subsidiaries
23.1
Consent of Independent Registered Public Accounting Firm - Consent of Crowe LLP.
31.1
31.2
32.1
32.2
Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act,
as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act, as
amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
97.1
Clawback Policy
101.INS
Inline XBRL Instance Document *
101.SCH
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Document *
104
The cover page from the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, has
been formatted in Inline XBRL
† Constitutes a management contract or compensatory plan or arrangement.
106
* Attached as Exhibit 101 to this report are documents formatted in Inline XBRL (Extensible Business Reporting Language).
107
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly
caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: February 29, 2024
Hanmi Financial Corporation
By:
/s/ Bonita I. Lee
Bonita I. Lee
President and Chief Executive Officer
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 indicated as of February 29, 2024.
/s/ Bonita I. Lee
Bonita I. Lee
President and Chief Executive Officer; Director
(Principal Executive Officer)
/s/ Romolo C. Santarosa
Romolo C. Santarosa
Senior Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
/s/ Joseph Pangrazio
Joseph Pangrazio
Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer)
/s/ John J. Ahn
John J. Ahn
Chairman of the Board
/s/ David L. Rosenblum
David L. Rosenblum
Vice Chairman of the Board
/s/ Harry H. Chung
Harry H. Chung
Director
/s/ Thomas J. Williams
Thomas J. Williams
Director
/s/ James Marasco
James Marasco
Director
/s/ Christie K. Chu
Christie K. Chu
Director
/s/ Gloria J. Lee
Gloria J. Lee
Director
/s/ Michael M. Yang
Michael M. Yang
Director
/s/ Gideon Yu
Gideon Yu
Director
108