UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2018
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
Commission File Number: 001-38437
OP BANCORP
(Exact Name of Registrant as Specified in its Charter)
California
(State or other jurisdiction of
incorporation or organization)
1000 Wilshire Blvd., Suite 500,
Los Angeles, CA
(Address of principal executive offices)
81-3114676
(I.R.S. Employer
Identification No.)
90017
(Zip Code)
Registrant’s telephone number, including area code: (213) 892-9999
Securities registered pursuant to Section 12(b) of the Act:
Title of class
Common Stock
Name of exchange on which registered
NASDAQ Global Market
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES ☐
NO ☒
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YES ☐
NO ☒
Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES ☒
NO ☐
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of Registrant’s
knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the
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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐
NO ☒
The aggregate market value of the common stock held by non-affiliates of the Registrant, based on the closing price of the common stock as of the last business day of the Registrant’s most
recently completed second fiscal quarter, June 30, 2018 as reported on the NASDAQ Global Market, was approximately $166,350,557.
The number of shares outstanding of the Registrant’s Common Stock as of March 15, 2019 was 15,684,583.
Portions of the Registrant’s definitive proxy statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A in connection with the 2019 Annual Meeting of
Shareholders are incorporated by reference into Part III of this Report. The proxy statement will be filed with the Securities and Exchange Commission not later than 120 days after the
Registrant’s fiscal year ended December 31, 2018.
Table of Contents
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Selected Financial Data
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures About Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
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
Exhibits, Financial Statement Schedules
Form 10-K Summary
PART I
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
PART II
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
PART III
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
PART IV
Item 15.
Item 16
SIGNATURES
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Cautionary Note Regarding Forward-Looking Statements
Certain matters set forth herein (including any exhibits hereto) constitute “forward-looking statements” within the meaning of the Private Securities Litigation
Reform Act of 1995, including forward-looking statements relating to the Company’s current business plans and expectations regarding future operating results.
Forward-looking statements may include, but are not limited to, the use of forward-looking language, such as “likely result in,” “expects,” “anticipates,”
“estimates,” “forecasts,” “projects,” “intends to,” or may include other similar words or phrases, such as “believes,” “plans,” “trend,” “objective,” “continues,”
“remains,” or similar expressions, or future or conditional verbs, such as “will,” “would,” “should,” “could,” “may,” “might,” “can,” or similar verbs.
These forward-looking statements are subject to risks and uncertainties that could cause actual results, performance or achievements to differ materially from
those projected. These risks and uncertainties, some of which are beyond our control, include, but are not limited to:
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business and economic conditions, particularly those affecting the financial services industry and our primary market areas;
our ability to successfully manage our credit risk and the sufficiency of our allowance for loan loss;
factors that can impact the performance of our loan portfolio, including real estate values and liquidity in our primary market areas, the financial health
of our commercial borrowers, the success of construction projects that we finance, including any loans acquired in acquisition transactions;
our ability to effectively execute our strategic plan and manage our growth;
interest rate fluctuations, which could have an adverse effect on our profitability;
liquidity issues, including fluctuations in the fair value and liquidity of the securities we hold for sale and our ability to raise additional capital, if
necessary;
external economic and/or market factors, such as changes in monetary and fiscal policies and laws, including the interest rate policies of the Federal
Reserve, inflation or deflation, changes in the demand for loans, and fluctuations in consumer spending, borrowing and savings habits, which may
have an adverse impact on our financial condition;
continued or increasing competition from other financial institutions, credit unions, and non-bank financial services companies, many of which are
subject to different regulations than we are;
challenges arising from unsuccessful attempts to expand into new geographic markets, products, or services;
restraints on the ability of Open Bank to pay dividends to us, which could limit our liquidity;
increased capital requirements imposed by banking regulators, which may require us to raise capital at a time when capital is not available on favorable
terms or at all;
a failure in the internal controls we have implemented to address the risks inherent to the business of banking;
inaccuracies in our assumptions about future events, which could result in material differences between our financial projections and actual financial
performance;
changes in our management personnel or our inability to retain, motivate and hire qualified management personnel;
disruptions, security breaches, or other adverse events, failures or interruptions in, or attacks on, our information technology systems;
disruptions, security breaches, or other adverse events affecting the third-party vendors who perform several of our critical processing functions;
an inability to keep pace with the rate of technological advances due to a lack of resources to invest in new technologies;
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risks related to potential acquisitions;
incremental costs and obligations associated with operating as a public company;
the impact of any claims or legal actions to which we may be subject, including any effect on our reputation;
compliance with governmental and regulatory requirements, including the Dodd-Frank Act and others relating to banking, consumer protection,
securities and tax matters, and our ability to maintain licenses required in connection with commercial mortgage origination, sale and servicing
operations;
changes in federal tax law or policy; and
our ability to the manage the foregoing.
The foregoing factors should not be construed as exhaustive and should be read together with the other cautionary statements included in this report. Because
of these risks and other uncertainties, our actual future results, performance or achievement, or industry results, may be materially different from the results
indicated by the forward looking statements in this report. In addition, our past results of operations are not necessarily indicative of our future results. You should
not rely on any forward looking statements, which represent our beliefs, assumptions and estimates only as of the dates on which they were made, as predictions of
future events. Any forward-looking statement speaks only as of the date on which it is made, and we do not undertake any obligation to update or review any
forward-looking statement, whether as a result of new information, future developments or otherwise.
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Item 1. Business.
Our Company
PART I
We are a bank holding company headquartered in Los Angeles, California. Our commercial banking activities are operated through Open Bank, our banking
subsidiary. We offer commercial banking services to small and medium-sized businesses, their owners and retail customers with a focus on the Korean-American
community. Having grown our branch and loan production office network over the past eight years, we now operate through eight full service branches located in
the greater metropolitan area of Los Angeles, California, Orange County, California, and Santa Clara County, and five loan production offices in the Korean-
American communities in Atlanta, Georgia, Aurora, Colorado, Dallas, Texas, and Lynnwood and Seattle, Washington. We opened our newest branch in Santa
Clara, California in the second quarter of 2018, and we intend to open a full service branch in Carrollton, Texas in the second quarter of 2019.
As of December 31, 2018, we had consolidated total assets of $1.04 billion, total deposits of $ 905.2 million, total loans outstanding (net of allowance for loan
losses) of $ 865.4 million, and total shareholders’ equity of $129.8 million. We completed our initial public offering in March 2018 and our common stock was
listed on the Nasdaq Global Market.
We believe that we provide our customers with a high degree of service, convenience and the financial products they need to achieve their financial objectives,
by offering a customer-oriented product mix, competitive pricing, and convenient locations. Our lending activities are diversified and include CRE, commercial
and industrial, SBA, home mortgage, and consumer loans. We generally lend in markets where we have a physical presence through our branch and loan
production offices. We attract retail deposits through our branch network which offers a wide range of deposit products for business and consumer banking
customers. We offer a multitude of other products and services to our customers to complement our lending and deposit business.
We have a strong, values-based corporate culture rooted in personal community-based relationship banking that permeates throughout our entire organization.
We strive to provide quality customer service that exceeds our customers’ expectations. We also heavily invest in our Korean-American communities through our
annual contributions to the Open Stewardship Foundation. We believe that customers value a banking partner knowledgeable about their business needs with a
willingness and commitment to reinvest back into the community. We convey to our customers that banking with us indirectly provides them an opportunity to
contribute to the community. We believe our strategic approach creates opportunities for expanding our banking relationships with new and existing customers who
value personalized attention, local decision making and view us as an alternative to the large consolidated Korean-American financial institutions.
We established the Open Stewardship Foundation in 2011 to actively support civic organizations, schools and other eligible charitable non-profit organizations
that provide public benefit services in the communities we serve. The Foundation operates through a board of directors that includes individuals who are members
of our board of directors and executive management team, including our President and Chief Executive Officer and our Chairman of the Board. The Foundation
board of directors reviews and approves award grants. We have committed to contribute annually 10% of our consolidated net income after taxes to the Foundation.
Since inception, we have donated over $3.9 million to the Foundation, aiding over 150 local non-profits.
We plan to continue to leverage our experienced management team, our personal relationship community banking focus in the attractive Korean-American
communities in which we serve, and our diversified lending approach to drive future organic growth. While other institutions frequently enter new geographies
through acquisitions, we have grown our geographic footprint through de novo branches while remaining true to our business model. We intend to continue our
organic growth while further diversifying our geographical concentration with the anticipated expansion in Carrollton, Texas in the second quarter of 2019, our first
full service branch in Texas. We also are targeting markets where we have loan production offices for future expansion and development of de novo branches.
Supplementing deposit products to our borrowers in those markets provides the profitability to support the investment in full service branches. Although our growth
has historically been organic, we are amenable to considering opportunistic strategic acquisitions to enhance our long-term growth strategy.
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Our Strategies
Our vision is to be the leading Korean-American community-based commercial bank in the Korean-American communities we serve, to meet the financial
needs of underserved small and medium-sized business and individuals, and to give back to these communities.
Our more specific strategic initiatives are discussed below.
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Leverage our Franchise in the Korean-American Communities We Serve . The Korean-American banking landscape has seen increased
consolidation of the larger Korean-American financial institutions that do business in our market areas. We believe that the customers at these larger
institutions will look for an alternative banking experience that is tailored towards their specific financial objectives and we strive to be the most
prominent alternative to the larger Korean-American financial institutions. We differentiate ourselves from our competitors by developing meaningful
and personal relationships with our customers, combined with a superior level of service to make Open Bank an attractive choice for small to medium-
sized businesses, professionals and individuals. Our strong financial performance and growth derives in part for the desire by small and medium-sized
businesses and individuals for quality personal relationship banking, local and responsive decision making and flexible and competitive pricing of
deposit and loan products. Our commitment to the Open Stewardship Foundation raises our profile and reinforces our position as a community partner
committed to the success of the communities we serve. We convey to our customers that banking with us provides them with an indirect opportunity to
contribute to the community. In addition, we have invested in developing a distinct corporate culture guided by a core set of values. These values
underlie everything we do, including the way we engage with customers, collaborate with colleagues, do business and manage our resources. We
believe our commitment to our communities, culture and quality of our people have been catalysts of our success and will continue to propel our
future.
Focus on Organic Growth . We intend to grow organically and believe the markets in which we operate currently provide meaningful opportunities to
expand our commercial customer base and increase our market share. We believe that our overall capabilities, culture and opportunities for career
growth will allow us to continue to attract talented and entrepreneurial commercial and retail bankers from larger Korean-American financial
institutions. We also seek to offer our various banking products, including our deposit products, residential loan products and cash management
services to our commercial loan and SBA borrowers, which we believe provides a basis for expanding our banking relationships. We believe we have
built a scalable platform that will support our continual organic growth. Although we are currently focused on organic growth, we will also look for
opportunistic strategic acquisitions that complement our commercial banking and the strong personal community-based relationship orientation of our
franchise.
Increase our Share of Lower-Cost Deposits . We believe the quality of our deposit base and access to stable funding are key components of our
success. We have a strong deposit base characterized by a high level of core deposits, high proportion of non-interest bearing accounts and relatively
low funding costs. As of December 31, 2018, deposits accounted for 99.0% of total liabilities. Core deposits, which we define as all deposits excluding
time deposits exceeding $250,000, constituted 81.9% of total deposits. Our cost of total deposits was 1.09% for the year ended December 31, 2018.
We employ conventional marketing initiatives and advertising and leverage our community commitment activities to generate new accounts. Small
businesses are a significant source of low cost deposits and represent opportunities for future growth. We believe that small business owners value our
ability to provide convenience and access to local, responsive decision makers. Commercial accounts also generally have higher deposit balances and
transaction volumes than individual deposit accounts. We believe that our convenient branch network, personal relationship-driven culture, diversified
product offering, and flexible pricing allow us to accelerate deposit growth. We plan to continue investing in our franchise brand, our community
reputation, employees, and product capabilities to further improve customer loyalty with a view toward growing our high quality deposit portfolio.
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Branch Expansion . We intend to continue our strategy of opening and developing de novo branches particularly into Korean-American populated
areas. We have pursued this growth strategy since the beginning of 2012 when we only had one branch location. As of December 31, 2018, we had
eight branches. Seven branches are in the greater Los Angeles and Orange County, and we opened our first branch in northern California in Santa
Clara, California in the second quarter of 2018. We anticipate opening a ninth branch in Carrollton, Texas in the second quarter of 2019. We will
review future potential target areas for de novo expansion based on our ability to attract experienced bankers within such targeted regions. In addition,
we currently operate five loan production offices located in Atlanta, Georgia, Aurora, Colorado, Dallas, Texas and Lynwood and Seattle, Washington,
two of which we opened in February 2019. We will continue to look for additional markets to expand our loan production capabilities and, if we
believe there are opportunities to develop deposit business in these markets, we may expand one or more loan production offices into de novo
branches.
Expand and Diversify our Commercial Lending .
We are committed to continuing to expand, and continue to grow our commercial loan portfolios
while maintaining what we believe are conservative underwriting standards. We expect to expand our commercial lending business in our expanding
branch network, where we can continue to leverage our ability to develop personal community-based relationships and leverage our quality service
model into new opportunities. We believe we can leverage our personalized customer service, extensive knowledge of our local markets and high
visibility community activities to attract and retain customers seeking alternatives to the larger Korean-American financial institutions.
Preserve Our Asset Quality Through Disciplined Lending Practices . Our approach to credit management uses well-defined policies and procedures,
disciplined underwriting criteria and ongoing risk management. This approach has allowed us to maintain loan growth with a diversified portfolio of
high quality assets. We believe our credit culture supports accountable bankers, who maintain an ability to expand our customer base as well as make
sound decisions. As of December 31, 2018, our ratio of nonperforming assets to total assets was 0.18% and our ratio of nonperforming loans to total
loans was 0.22%.
Leverage Public Company Status . We believe becoming a public reporting company, while increasing our operating costs, will provide us with
additional options and better pricing to manage our cost of capital. While we have not historically engaged in any merger and acquisition activity, the
ability to issue publicly-traded stock as consideration may enable us to opportunistically approach potential transactions. In addition, we believe the
additional liquidity provided by being listed on the Nasdaq Global Market and being a public reporting company will enhance the equity component of
our compensation programs, which will enable us to better incent and retain key employees in the competitive markets in which we operate.
Our Competitive Strengths
Our management team has identified the following competitive strengths that we believe will allow us to continue to achieve our principal objective of
increasing shareholder value and generating consistent earnings growth through the organic and strategic expansion of our commercial banking franchise:
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Experienced Leadership and Management Team . Our experienced executive management team and senior leaders have exhibited the ability to
strengthen shareholder value by consistently growing profitably. The members of our executive management team have, on average, more than 30
years’ experience working for large, billion-dollar-plus financial institutions in our markets during various economic cycles. They have been with
Open Bank for an average of eight years, and substantially all have known and worked with our Chief Executive Officer, prior to joining Open Bank.
Our executive management team has instilled a transparent and entrepreneurial culture that rewards leadership, innovation, and problem solving.
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Personal Relationship-Based Customer Service . We strive to differentiate ourselves from our competition by providing the best “relationship-based”
services to small- and medium-sized businesses and their owners and residents in the Korean-American communities in which we operate. We
accomplish this by striving to provide our customers with a superior level of personal and responsive service delivered by experienced bankers in a
manner that timely meets our customers’ financial objections. Our management team’s significant banking and lending experience in our markets has
provided us with an understanding of the commercial banking needs of our customers, which allows us to tailor our products and services to meet our
customers’ financial objectives. To enhance our relationships with our customers and to identify and meet their particular needs, each customer is
assigned a relationship officer (including our SBA borrowers). Approximately 55% of our borrowers also have a deposit relationship with us,
providing us with visibility into their liquidity profile and contributing to our ability to manage our asset quality.
Strong Community Relationships . A primary mission of Open Bank is to meet the financial services needs of underserved customers in our markets,
and we strive to distinguish ourselves by giving back to these communities. In October 2011, we established the Open Stewardship Foundation to
actively support local civic organizations, schools, and public services. We have committed to fund the Foundation in an amount equal to 10% of our
annual consolidated net income after taxes. This commitment is in our annual operating budget each year. We believe that our community commitment
distinguishes us from our competitors and enhances and expands business relationships within the Korean-American communities we serve. Since
inception, we have donated over $3.9 million to the Foundation, aiding over 150 local non-profits. Our management team has strong ties and
relationships within the Korean-American communities where we operate. The Foundation and our employees and board of directors are involved in
community activities that enhance our relationships with a variety of industry leadership groups, including the Korean-American Federation of Los
Angeles, the Korean-American Chamber of Commerce of Los Angeles, the Korean-American Manufacturers Association, the Korean-American CPA
Society of Southern California, California KAGRO Association, and the Korean Real Estate Brokers Association of Southern California. Affiliation
with these local organizations provide our management team with knowledge of local markets and industries, as well as market developments that may
impact the evolving business environment in which we operate.
Strong Credit Quality . We have implemented policies and procedures for credit underwriting and administration which have enabled us to maintain
strong asset quality while at the same time growing our banking business. As of December 31, 2018, our NPA as a percentage of total gross loans and
OREO was 0.22%.
Strong Risk Management Practices . We place significant emphasis on risk management as an integral component of our organizational culture
without sacrificing growth. We believe our comprehensive risk management system is designed to make sure that we have sound policies, procedures,
and practices for the management of key risks under our risk framework (which includes market, operational, liquidity, interest rate sensitivity, credit,
regulatory, legal and reputational risk) and that any exceptions to written policy are reported by senior management to our board of directors or audit
committee. Our risk management practices are overseen by the chairman of our audit committee and the chairman of Open Bank’s risk and compliance
committees, who have more than 20 years of combined banking experience, and our chief risk officer, who has more than 35 years of banking
experience. We believe that our enterprise risk management philosophy has been important in gaining and maintaining the confidence of our various
constituencies and growing our business and footprint within our markets. We also believe our strong risk management practices are manifested in our
asset quality metrics.
Efficient and Scalable Platform with Capacity to Support Our Growth . Our management team has built an efficient and scalable corporate
infrastructure within our commercial banking franchise, including the areas of banking processes, technology, data processing, underwriting and risk
management, which we believe will support our continued growth. While expanding our infrastructure, several departmental functions have been
outsourced to gain the experience of outside professionals while at the same time achieving more favorable economics and cost-effective solutions.
Such outsourced areas include the internal audit function, investment securities management, and select loan review, interest rate risk management and
stress testing. This outsourcing strategy is designed to control costs while adding enhanced controls and/or service levels. We believe that our scalable
infrastructure will continue to allow us to efficiently and effectively manage our anticipated growth.
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Market Area
We are headquartered in Los Angeles, California. We currently have one branch in the financial district of downtown Los Angeles and, directly adjacent to
downtown Los Angeles, we have one branch in the fashion district and three branches in Koreatown. In addition, we operate a branch in Gardena, California and a
branch in Buena Park, in Orange County, California. The economic base of the area is heavily dependent on small- and medium-sized businesses. According to the
U.S. Census Bureau, Asian-Americans accounted for 15.3% of the over 10.2 million residents in Los Angeles County as of July 1, 2017. We opened our first
branch in northern California in Santa Clara, California in the second quarter of 2018. We plan to open a branch in Carrollton, Texas in the second quarter of 2019.
We also operate loan production offices in Atlanta, Georgia, Aurora, Colorado, Dallas, Texas and Lynnwood and Seattle, Washington to support our SBA lending
efforts.
Deposit Products
We offer customers traditional retail deposit products through our branch network and the ability to access their accounts through online and mobile banking
platforms. We offer a variety of deposit accounts with a wide range of interest rates and terms including demand, savings, money market and time deposits with the
goal of attracting a wide variety of customers, including small to medium-sized businesses. We consider our core deposits, defined as all deposits except for time
deposits exceeding $250,000, to be our primary and most valuable low-cost funding source for our lending business, and as of December 31, 2018, core deposits
represented 81.9% of our total deposits. We strive to retain an attractive deposit mix from both large and small customers and a broad market reach, which has
resulted in our top 10 customers accounting for only 8.0% of all deposits as of December 31, 2018. We believe our competitive pricing and products, convenient
branch locations, and quality personal customer service enable us to attract and retain deposits. We employ conventional marketing initiatives and advertising and
in addition leverage our community commitment activities, including our Foundation, to generate new accounts. Our bankers offer our deposit products to our loan
customers. We typically require, depending on the circumstances and the type of relationship, our borrowers to maintain deposit accounts as a condition of granting
loans. Approximately 55% of our borrowers also have a deposit relationship with us. Interest rates, maturity terms, service fees and withdrawal penalties are
established on a periodic basis. Deposit rates and terms are based primarily on current operating strategies and market interest rates, liquidity requirements and our
deposit growth goals. We do utilize wholesale deposits to supplement our core retail deposits for funding purposes, including brokered accounts. As of December
31, 2018, wholesale deposits totaled $101.8 million, or 11.2% of total deposits. As of December 31, 2018, we had $905.2 million of deposits, and our cost of
deposits was 1.09% for the year ended December 31, 2018.
Lending Activities
Our lending strategy is to maintain a broadly diversified loan portfolio based on the type of customer (i.e., businesses versus individuals), type of loan product
(e.g., owner occupied commercial real estate, commercial and industrial loans, etc.), geographic location and industries in which our business customers are
engaged (e.g., manufacturing, retail, hospitality, etc.). We principally focus our lending activities on loans that we originate from borrowers located in our market
areas. We seek to be the premier provider of lending products and services in our market areas and serve the credit needs of high-quality business and individual
borrowers in the communities that we serve.
We offer a variety of loans, including CRE loans (including loans secured by owner occupied commercial properties), SBA loans, and commercial and
industrial loans to local manufacturing and industrial companies and other businesses. We also offer various consumer loans to individuals and professionals
including residential real estate loans, and unsecured personal lines of credit. Lending activities originate from the relationships and efforts of our bankers, with an
emphasis on providing banking solutions tailored to meet our customers’ needs while maintaining our underwriting standards.
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As of December 31, 201 8 , our loan portfolio held for investment consisted of the following:
Commercial real estate
Small business administration loans
Commercial and industrial
Home mortgage
Consumer
Gross loans receivable
December 31, 2018
(dollars in thousands)
503,834
127,375
113,975
127,298
2,577
875,059
$
$
For additional information concerning our loan portfolio, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—
Financial Condition—Loan Portfolio.”
Concentrations
of
Credit
Risk
. Most of our lending activity is conducted with businesses and individuals in our market areas. Our loan portfolio consists
primarily of CRE loans, which were $503.8million and constituted 57.6% of our total loans as of December 31, 2018, SBA loans, which were $127.4 million and
constituted 14.6% of our total loans as of December 31, 2018, and commercial and industrial loans, including trade finance loans, which were $114.0 million and
constituted 13.0% of our total loans as of December 31, 2018. Our commercial real estate loans are secured by first liens on real property. The remaining
commercial and industrial loans are typically secured by general business assets, accounts receivable inventory, real estate and/or the corporate guaranty of the
borrower and personal guaranty of its principals. The geographic concentration subjects the loan portfolio to the general economic conditions within Southern
California. The risks created by such concentrations have been considered by management in the determination of the adequacy of the allowance for loan losses.
Management believes the allowance for loan losses is adequate to cover probable incurred losses in our loan portfolio as of December 31, 2018.
Sound risk management practices and appropriate levels of capital are essential elements of a sound commercial real estate lending program. Concentrations of
commercial real estate exposures add a dimension of risk that compounds the risk inherent in individual loans. Interagency guidance on commercial real estate
concentrations describe sound risk management practices which include board and management oversight, portfolio management, management information
systems, market analysis, portfolio stress testing and sensitivity analysis, credit underwriting standards, and credit risk review functions. Management believes it
has implemented these practices in order to monitor concentrations in commercial real estate in our loan portfolio.
Large
Credit
Relationships
. As of December 31, 2018, the aggregate amount of loans to our 10 and 25 largest borrowers (including related entities) amounted
to approximately $124.6 million, or 14.2% of total loans, and $220.5 million, or 25.2% of total loans, respectively.
Loan
Underwriting
and
Approval
. Historically, we believe we have made sound, high quality loans while recognizing that lending money involves a degree of
business risk. We have loan policies designed to assist us in managing this business risk. These policies provide a general framework for our loan origination,
monitoring and funding activities, while recognizing that not all risks can be anticipated. Open Bank’s board of directors delegates loan authority up to board-
approved limits collectively to its Loan & Credit Policy Committee, which is comprised of members of its board of directors. Our board of directors also delegates
limited lending authority to our internal management loan committee, which is comprised of members of our executive management team. No individual at the
Bank has sole loan approval authority. The objective of our approval process is to provide a disciplined, collaborative approach to larger credits while maintaining
responsiveness to client needs.
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Loan decisions are documented as to the borrower’s business, purpose of the loan, evaluation of the repayment source and the associated risks, evaluation of
collateral, covenants and monitoring requirements, and the risk rating rationale. Our strategy for approving or disapproving loans is to follow conservative loan
policies and consistent underwriting practices which include:
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maintaining close relationships among our customers and their designated banker to ensure ongoing credit monitoring and loan servicing;
granting credit on a sound basis with full knowledge of the purpose and source of repayment for such credit;
ensuring that primary and secondary sources of repayment are adequate in relation to the amount of the loan;
developing and maintaining targeted levels of diversification for our loan portfolio as a whole and for loans within each category; and
ensuring that each loan is properly documented and that any insurance coverage requirements are satisfied.
Managing credit risk is an enterprise-wide process. Our strategy for credit risk management includes well-defined, centralized credit policies, uniform
underwriting criteria and ongoing risk monitoring and review processes for all credit exposures. Our processes emphasize early-stage review of loans, regular credit
evaluations and management reviews of loans, which supplement the ongoing and proactive credit monitoring and loan servicing provided by our bankers. Our
Chief Credit Officer provides company-wide credit oversight and periodically reviews all credit risk portfolios to ensure that the risk identification processes are
functioning properly and that our credit standards are followed. In addition, a third-party loan review is performed to assist in the identification of problem assets
and to confirm our internal risk rating of loans. We attempt to identify potential problem loans early in an effort to seek aggressive resolution of these situations
before the loans become a loss, record any necessary charge-offs promptly and maintain adequate allowance levels for probable loan losses inherent in the loan
portfolio.
Our loan policies generally include other underwriting guidelines for loans collateralized by real estate. These underwriting standards are designed to determine
the maximum loan amount that a borrower has the capacity to repay based upon the type of collateral securing the loan and the borrower’s income. Such loan
policies include maximum amortization schedules and loan terms for each category of loans collateralized by liens on real estate.
In addition, our loan policies provide guidelines for: personal guarantees; an environmental review; loans to employees, executive officers and directors;
problem loan identification; maintenance of an adequate allowance for loan losses and other matters relating to lending practices.
Lending
Limits
. Our lending activities are subject to a variety of lending limits imposed by federal law. In general, the Bank is subject to a legal lending limit
on loans to a single borrower based on the Bank’s capital level. The dollar amounts of the Bank’s lending limit increases or decreases as the Bank’s capital
increases or decreases. The Bank is able to sell participations in its larger loans to other financial institutions, which allows it to manage the risk involved in these
loans and to meet the lending needs of its customers that require extensions of credit in excess of these limits.
The Bank’s legal lending limit as of December 31, 2018 on loans to a single borrower was $34.9 million for secured loans and $20.9 million for unsecured
loans, which are expected to increase following the consummation of this offering.
Our loan policies provide general guidelines for loan-to-value ratios that restrict the size of loans to a maximum percentage of the value of the collateral
securing the loans, which percentage varies by the type of collateral. Our internal loan-to-value limitations follow limits established by applicable law.
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We provide a variety of loans to meet our customers’ needs. The section below discusses our general loan categories:
Commercial Real Estate Loans . We offer commercial real estate loans collateralized by real estate, which may be owner occupied or non-owner occupied real
estate. Commercial real estate lending typically involves higher loan principal amounts and the repayment is dependent, in large part, on sufficient income from the
properties securing the loans to cover operating expenses and debt service. We believe that our management team has extensive knowledge of our borrowers and
the markets where we operate, and takes a conservative approach to commercial real estate lending, focusing on what we believe to be high quality credits with low
loan-to-value ratios income-producing properties with strong cash flow characteristics, and strong collateral profiles.
We require our commercial real estate loans to be secured by what we believe to be well-managed property with adequate margins and we generally obtain a
personal guarantee from responsible parties. Our commercial real estate loans are secured by professional office buildings, shopping centers, manufacturing
facilities, and special purpose properties such as restaurants, retail operations and service stations. We originate both fixed- and adjustable-rate loans with terms up
to 25 years. Fixed-rate loans have provisions that allow us to call the loan after five to seven years. Adjustable-rate loans are generally based on the prime rate and
adjust with the prime rate. At December 31, 2018, approximately 55% of the commercial real estate loan portfolio consisted of fixed rate loans. Loan amounts
generally do not exceed 70% of the lesser of the appraised value or the purchase price depending on the property audits we utilize.
Our total commercial real estate loan portfolio totaled $503.8 million at December 31, 2018. We had no non-performing commercial real estate loans as of
December 31, 2018.
Payments on loans secured by such properties are often dependent on the successful operation (in the case of owner occupied real estate) or management (in the
case of non-owner occupied real estate) of the properties. Accordingly, repayment of these loans may be subject to adverse conditions in the real estate market or
the economy to a greater extent than other types of loans. In underwriting commercial real estate loans, we seek to minimize these risks in a variety of ways,
including giving careful consideration to the property’s age, condition, operating history, future operating projections, current and projected market rental rates,
vacancy rates, location and physical condition. The underwriting analysis also may include credit verification, reviews of appraisals, environmental hazard reports,
the borrower’s liquidity and leverage, management experience of the owners or principals, economic condition and industry trends.
Small Business Administration Loans . We offer SBA loans for qualifying businesses for loan amounts up to $5 million. The Bank primarily extends SBA
loans known as SBA 7(a) loans and SBA 504 loans. SBA 7(a) loans are typically extended for working capital needs, purchase of inventory, purchase of machinery
and equipment, debt refinance, business acquisitions, start-up financing or to purchase or construct owner-occupied commercial property. SBA 7(a) loans are
typically term loans with maturities up to 10 years for loans not secured by real estate and up to 25 years for real estate secured loans. SBA loans are fully
amortizing with monthly payments of principal and interest. SBA 7(a) loans are typically floating rate loans that are secured by business assets and/or real estate.
Depending on the loan amount, each loan is typically guaranteed 75% to 85% by the SBA, with a maximum gross loan amount to any one small business borrower
of $5 million and a maximum SBA guaranteed amount of $3.75 million.
We are generally able to sell the guaranteed portion of the SBA 7(a) loans in the secondary market at a premium, while earning servicing fee income on the
sold portion over the remaining life of the loan. In addition to the interest yield earned on the unguaranteed portion of the SBA 7(a) loans that are not sold, we
recognize income from gains on sales and from loan servicing on the SBA 7(a) loans that are sold.
SBA 504 loans are typically extended for the purpose of purchasing owner-occupied commercial real estate or long-term capital equipment. SBA 504 loans are
typically extended for up to 20 years or the life of the asset being financed. SBA 504 loans are financed as a participation loan between the Bank and the SBA
through a Certified Development Company (“CDC”). Generally, the loans are structured to give the Bank a 50% first deed of trust (“TD”), the CDC a 40% second
TD, and the remaining 10% is funded by the borrower. Interest rates for the first TD Bank loans are subject to normal bank commercial rates and terms and the
second TD CDC loans are fixed for the life of the loans based on certain indices.
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All of our SBA loans are originated through our SBA Loan Department. The SBA Loan Department is staffed by loan officers who provide assistance to
qualified businesses. The Bank has been designated as an SBA Preferred Lender, which is the highest designation awarded by the SBA. This designation generally
facilitates a more efficient marketing and approval process for SBA loans. We have attained SBA Preferred Lender status nationwide.
We originate SBA loans through our branch staff, loan production officers, marketing officers and through SBA brokers.
As of December 31, 2018, our SBA loan portfolio totaled $ 127.4 million of non-guaranteed loans, $117.8 million of which was secured by real estate and
$9.5 million of which was unsecured or secured by business assets.
Commercial and Industrial Business Loans . We have significant expertise in small to medium sized market commercial and industrial lending, including
trade finance loans. We believe that our success is the result of our product and market expertise, and our focus on delivering high-quality, customized and quick
turnaround service for our clients due to our focus on maintaining an appropriate balance between prudent, disciplined underwriting, on the one hand, and
flexibility in our decision making and responsiveness to our clients, on the other hand, which has allowed us to grow our commercial and industrial loan portfolio,
while maintaining strong asset quality.
We provide a mix of variable and fixed rate commercial and industrial loans. The loans are typically made to small- and medium-sized manufacturing,
wholesale, retail and service businesses for working capital needs, business expansions and for international trade financing. We extend commercial business loans
on an unsecured and secured basis advanced for working capital, accounts receivable and inventory financing, machinery and equipment purchases, and other
business purposes. Generally, short-term loans have maturities ranging from six months to one year, and “term loans” have maturities ranging from five to seven
years. Loans are generally intended to finance current transactions and typically provide for periodic principal payments, with interest payable monthly. Term loans
generally provide for floating interest rates, with monthly payments of both principal and interest. Repayment of secured and unsecured commercial loans depends
substantially on the borrower’s underlying business, financial condition and cash flows, as well as the sufficiency of the collateral. Compared to real estate, the
collateral may be more difficult to monitor, evaluate and sell. Where the borrower is a corporation, partnership or other entity, we typically require personal
guarantees from significant equity holders.
Our trade finance unit supplies financial needs to many of our commercial and industrial loan customers. The unit provides, international letters of credit,
SWIFT, and export advice. Our trade finance unit has a correspondent relationship with many of the largest banks in South Korea. All of our international letters of
credit, SWIFT, and export advice are denominated in U.S. dollars.
The total commercial and industrial loan portfolio totaled $114.0 million at December 31, 2018. Our non-performing commercial and industrial loans as of
December 31, 2018 were $1.02 million.
In general, commercial and industrial loans may involve increased credit risk and, therefore, typically yield a higher return. The increased risk in commercial
and industrial loans derives from the expectation that such loans generally are serviced principally from the operations of the business, and those operations may
not be successful. Any interruption or discontinuance of operating cash flows from the business, which may be influenced by events not under the control of the
borrower such as economic events and changes in governmental regulations, could materially affect the ability of the borrower to repay the loan. In addition, the
collateral securing commercial and industrial loans generally includes moveable property such as equipment and inventory, which may decline in value more
rapidly than we anticipate exposing us to increased credit risk. As a result of these additional complexities, variables and risks, commercial and industrial loans
require extensive underwriting and servicing.
Single-Family Residential Loans . We originate residential real estate loans collateralized by owner occupied and non-owner occupied properties located in
our market areas to enable borrowers to purchase or refinance existing homes. We offer adjustable-rate mortgage loans with the interest rate fixed for the first five
years followed by rate adjustments each year with terms up to 30 years. The relative amount of adjustable-rate mortgage loans that can be originated at any time is
largely determined by the demand for each in a competitive environment and the effect each has on our interest rate risk.
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Loans collateralized by single-family residential real estate generally are originated in amounts of no more than 70% of appraised value. In connection with
such loans, we retain a valid lien on real estate, obtain a title insurance policy that insures that the property is free from encumbrances and require hazard insurance.
Loan fees on these products, interest rates and other provisions of mortgage loans are determined by us on the basis of our own pricing criteria and competitive
market conditions. Interest rates and payments on our adjustable-rate loans generally are adjusted annually based on the 1 year-LIBOR rate.
While single-family residential real estate loans are normally originated with up to 30-year terms, such loans typically remain outstanding for substantially
shorter periods because borrowers often prepay their loans in full upon sale of the property pledged as security or upon refinancing the original loan. In addition, all
of the mortgage loans in our loan portfolio contain due-on-sale clauses providing that the Bank may declare the unpaid amount due and payable upon the sale of the
property securing the loan.
The total single-family residential real estate loan portfolio totaled $127.3 million at December 31, 2018. We had non-performing single-family residential real
estate loans as of December 31, 2018.
Consumer Loans . We offer unsecured lines of credit and term loans to high net worth individuals. Consumer loans are underwritten based on the individual
borrower’s income, current debt level, and past credit history. The terms of consumer loans are up to seven years. Consumer loans entail greater risk than do
residential real estate loans because they are unsecured. Consumer loan collections are dependent on the borrower’s continuing financial stability, and thus are
more likely to be adversely affected by job loss, divorce, illness or personal bankruptcy. Furthermore, the application of various federal and state laws may limit the
amount which can be recovered on such loans.
The total consumer loan portfolio totaled $ 2.6 million at December 31, 2018. We had no non-performing consumer loans as of December 31, 2018.
The procedures for underwriting consumer loans include an assessment of the applicant’s payment history and the applicant’s credit worthiness.
Loan Participations . When loans exceed our lending limit, we as the lead bank will sell a portion of the loan in order to remain within our lending limit. We
also sell loan participations to reduce risk and manage credit concentrations in particular businesses and industries. Banks with which we participate are generally
located in California. We do not participate in syndicated loans (loans made by a group of lenders who share or participate in a specific loan) with a larger regional
financial institution as the lead lender.
Investment Activities
We manage our securities portfolio and cash to maintain adequate liquidity and to ensure the safety and preservation of invested principal, with a secondary
focus on yield and returns. Specific goals of our investment portfolio are as follows:
•
•
•
provide a ready source of balance sheet liquidity, ensuring adequate availability of funds to meet fluctuations in loan demand, deposit balances and
other changes in balance sheet volumes and composition;
serve as a tool to manage asset-quality diversification of our assets; and
provide a vehicle to help manage our interest rate risk profile pursuant to our established policies and maximize our overall return.
With the exception of U.S. government agency issues and short term money market instruments, no one type or segment of security exceeds 40% of the
portfolio.
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Open Bank’s board of directors is responsible for the oversight of investment activities and has delegated the responsibility of monitoring our investment
activities to the Asset/Liability Management Board Committee (“ALM”). Our investment policy is reviewed and approved annually by ALM and ratified by our
board of directors.
ALM establishes risk limits and policy for conducting investment activities. ALM receives quarterly reports from management’s Asset Liability Management
Committee (“ALCO”), which approves investment strategies and meets monthly to review investment reports and monitor investment activities. ALCO receives
investment related reports and any policy exceptions from the investment officer, who is appointed by ALM and responsible for ensuring compliance and
implementation of investment policy guidelines. Day-to-day activities pertaining to the securities portfolio are conducted by the investment officer under the
supervision of our Chief Executive Officer and Controller. We actively monitor our investments on an ongoing basis to identify any material changes in the
securities. We also review our securities for potential other-than-temporary impairment at least quarterly.
Limits for investment transactions are based on total transaction amount and require approval if they exceed designated thresholds. Investment transactions up
to $5 million require Chief Executive Officer and Chief Financial Officer approval. Investment transactions that exceed $5 million, up to $10 million, require
ALCO approval and any investment transaction greater than $10 million must be pre-approved by ALM.
Other Products and Services
We offer banking products and services that are competitively priced with a focus on convenience and accessibility. We offer a full suite of online banking
solutions including access to account balances, online transfers, online bill payment and electronic delivery of customer statements, mobile banking solutions for
iPhone and Android phones, including remote check deposit with mobile bill pay. We offer ATMs and banking by telephone, mail and personal appointment. We
offer debit cards with no ATM surcharges or foreign ATM fees for checking customers, direct deposit, cashier’s checks, as well as treasury management services,
wire transfer services and automated clearing house (“ACH”) services.
We offer a full array of commercial treasury management services designed to be competitive with banks of all sizes. Treasury management services include
balance reporting (including current day and previous day activity), transfers between accounts, wire transfer initiation, ACH origination and stop payments. Cash
management deposit products consist of remote deposit capture, positive pay, zero balance accounts and sweep accounts.
We evaluate our services on an ongoing basis, and will add or remove services based upon the perceived needs and financial requirements of our customers,
competitive factors and our financial and other capabilities. Future services may also be significantly influenced by improvements and developments in technology
and evolving state and federal laws and regulations.
Competition
In our primary markets in Southern California, we view the Korean-American direct banking market competition, including Open Bank, as comprised of nine
banks divided into four segments: large publicly-traded banks (two banks), medium-sized banks (two publicly-traded banks and one locally-owned bank), small
locally-owned banks (two banks), and banks that are subsidiaries of Korean banks (two banks). Excluding two banks that are subsidiaries of Korean banks, all
seven banks, including Open Bank, are based in California. As of December 31, 2018, we are the seventh-largest bank among this group of nine banks based on
total assets.
In addition to Korean-American banks, we also compete with other banks in the region, particularly with Chinese-American banks in our market areas. In
certain geographic markets where we currently operate, there is overlap between Chinese-American, Korean-American and other Asian-American banks for loan
and deposit business. We aim to grow both organically and potentially through acquisitions in these markets.
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The banking and financial services industry is highly competitive. The increasingly competitive environment is a result primarily of changes in regulation,
changes in technology and product delivery systems, and the accelerating pace of consolidation among financial services providers. We compete for loan and
deposit customers with other commercial banks, savings and loan associations, securities and brokerage companies, mortgage companies, insurance companies,
finance companies, money market funds, credit unions, and other nonbank financial service providers. Many of these competitors, including the majority of the
other Korean-American banks located in greater Los Angeles County, have a longer operating history, are much larger in total assets and capitalization, have
greater access to capital markets and offer a broader range of financial services than we do.
Large commercial bank competitors have, among other advantages, the ability to finance wide-ranging and effective advertising campaigns and to allocate their
investment resources to areas of highest yield and demand. Many of the major banks operating in our market area offer certain services, which we do not offer
directly (but some of which we offer through correspondent institutions). By virtue of their greater total capitalization, such banks also have substantially higher
lending limits (restricted to a percentage of our total shareholders’ equity, depending upon the nature of the loan transaction) than us.
In addition to other banks, our competitors include savings institutions, credit unions, thrift and loan companies and numerous non-banking institutions, such as
finance companies, leasing companies, insurance companies, brokerage firms, and investment banking firms located in our primary market area. In recent years,
increased competition has also developed from specialized finance and non-finance companies that offer money market and mutual funds, wholesale finance, credit
card, and other consumer finance services, including on-line banking services and personal finance software. We also face growing competition from so-called
“online businesses” with few or no physical locations. Strong competition for deposit and loan products affects the rates of those products as well as the terms on
which they are offered to customers.
To the extent that we are affected by more general competitive trends in the industry, those trends are focused towards increased consolidation and
competition. Strong competitors, other than financial institutions, have entered banking markets with focused products targeted at highly profitable customer
segments. Many of these competitors are able to compete across geographic boundaries and provide customers increasing access to meaningful alternatives to
banking services in nearly all significant products. Mergers between financial institutions have placed additional pressure on banks within the industry to streamline
their operations, reduce expenses, and increase revenues to remain competitive.
Technological innovations have also resulted in increased competition in the financial services industry. Such innovations have, for example, made it possible
for non-depository institutions to offer customers automated transfer payment services that previously have been considered traditional banking products. In
addition, many customers now expect a choice of several delivery systems and channels, including telephone, mail, home computer, ATMs, self-service branches
and/or in store branches. In addition to other banks, the sources of competition for such high-tech products include savings associations, credit unions, brokerage
firms, money market and other mutual funds, asset management groups, finance and insurance companies, and mortgage banking firms.
Information Technology Systems
We have made and continue to make significant investments in our information technology systems and staff for our banking and lending operations and
treasury management activities. We believe this investment will support our continued growth and enable us to enhance our capabilities to offer new products and
overall customer experience, and to provide scale for future growth and acquisitions. We utilize a nationally recognized software vendor, and their support allows
us to outsource our data processing. Our internal network and e-mail systems are outsourced to a third party and we have a back-up site at our Buena Park location.
This back-up site provides for redundancy and disaster recovery capabilities.
The majority of our other systems including our electronic funds transfer, transaction processing and our online banking services are hosted by third-party
service providers. The scalability of this infrastructure will support our growth strategy. In addition, the tested capability of these vendors to automatically switch
over to standby systems should allow us to recover our systems and provide business continuity quickly in case of a disaster.
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Coexistence Agreement between the Bank and Open Bank S.A.
We have not registered the trademark “Open Bank” under the trademark laws of the United States. Open Bank, S.A., a corporation organized and existing
under the laws of Spain with its principal office located in Ciudad Grupo Santander, Av. Catabria Boadilla del Monte Madrid Spain (“Open Bank S.A.”) originally
registered the trademark “Open Bank” (U.S. Registration No. 3397518) in 2008 with the United States Patent and Trademark Office. Open Bank S.A. provides
financial services in Spain and solicits financial services in the United States through the internet. Open Bank S.A. is not licensed to engage in banking services in
the United States or California and to our knowledge in any other state in the United States. In February 2014, we entered into a Coexistence Agreement with Open
Bank S.A. (the “Coexistence Agreement”), under which both parties agreed that we may use the name “Open Bank” in connection with banking and banking
related services in the state of California and the cities of New York, Dallas, Atlanta, Chicago, Seattle and Fort Lee, New Jersey (the “Permitted Markets”). We
agreed to limit all of the Bank’s marketing, advertising, publicity, soliciting and or media efforts using the “Open Bank” name to primarily the Korean-American
community in the Permitted Markets. However, we have the right under the Coexistence Agreement to market through the internet. The Coexistence Agreement
states that these limitations are not intended to mean that we should in any way engage in discriminatory tactics or policy or in any way discriminate against non-
Korean-American customers or potential customers. Under the Coexistence Agreement, Open Bank S.A. retains the right to use and market its services in relation
to its registered trademark in any state or territory in the United States. We further agreed not to challenge Open Bank, S.A.’s trademark registration or any future
applications by Open Bank S.A. The Coexistence Agreement has no termination date and is perpetual. If Open Bank S.A. decides to become a licensed bank in
California or in any of the other Permitted Markets, depending on its business and marketing plan, there could be confusion created by the use of the name “Open
Bank” which could have a material adverse impact on our ability to build its brand in the Permitted Markets. In addition, if Open Bank, S.A. were to assert that we
breached the Coexistence Agreement, Open Bank, S.A. could file for an injunction, seek to have the Bank change its name or seek monetary damages, all of which
could have a material adverse impact on our financial condition and results of operations. There are no approval rights of either party for any of the actions or no
actions that either party may take under the Coexistence Agreement. To our knowledge Open Bank, S.A. has not initiated any business or marketing activities in
the United States other than on the worldwide interest through its Spanish language website.
Employees
As of December 31, 2018, we had approximately 154 full-time equivalent employees. We consider our relationship with our employees to be good and have
not experienced interruptions of operations due to labor disagreements.
Litigation
From time to time, we are party to claims and legal proceedings arising in the ordinary course of business. There are currently no claims or legal proceedings
filed against us.
Corporate Information
Our principal executive office is located at 1000 Wilshire Boulevard, Suite 500, Los Angeles, California 90017, telephone number: (213) 892-9999. Our
website address is www.myopenbank.com.
Unless we state otherwise or the context otherwise requires, references in this prospectus to “we”, “our”, “us,” “ourselves,” “the company” and “the Company”
refer to OP Bancorp, a California corporation, and its consolidated wholly-owned subsidiary, Open Bank, a California corporation, which is referred to as “Open
Bank” or “the Bank”.
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Supervision and Regulation
General
We are extensively regulated under U.S. federal and state law. As a result, our growth and earnings performance may be affected not only by management
decisions and general economic conditions, but also by federal and state statutes and by the regulations and policies of various bank regulatory agencies, including
the DBO, the Federal Reserve, the FDIC and the CFPB. Furthermore, tax laws administered by the Internal Revenue Service and state taxing authorities,
accounting rules developed by the FASB, securities laws administered by the SEC and state securities authorities, anti-money laundering laws enforced by the U.S.
Department of the Treasury, or Treasury, and mortgage related rules, including with respect to loan securitization and servicing by the U.S. Department of Housing
and Urban Development and agencies such as Fannie Mae and Freddie Mac, also impact our business. The effect of these statutes, regulations, regulatory policies
and rules are significant to our financial condition and results of operations. Further, the nature and extent of future legislative, regulatory or other changes affecting
financial institutions are impossible to predict with any certainty.
Federal and state banking laws impose a comprehensive system of supervision, regulation and enforcement on the operations of banks, their holding companies
and their affiliates. These laws are intended primarily for the protection of the FDIC’s Deposit Insurance Fund and bank customers rather than shareholders.
Federal and state laws, and the related regulations of the bank regulatory agencies, affect, among other things, the scope of business, the kinds and amounts of
investments banks may make, reserve requirements, capital levels relative to operations, the nature and amount of collateral for loans, the establishment of
branches, the ability to merge, consolidate and acquire, dealings with insiders and affiliates and the payment of dividends.
This supervisory and regulatory framework subjects banks and bank holding companies to regular examination by their respective regulatory agencies, which
results in examination reports and ratings that, while not publicly available, can affect the conduct and growth of their businesses. These examinations consider not
only compliance with applicable laws and regulations, but also capital levels, asset quality and risk, management ability and performance, earnings, liquidity, and
various other factors. The regulatory agencies have broad discretion to impose restrictions and limitations on the operations of a regulated entity where the agencies
determine, among other things, that such operations are unsafe or unsound, fail to comply with applicable law or are otherwise inconsistent with laws and
regulations or with the supervisory policies of these agencies.
The following is a summary of the material elements of the supervisory and regulatory framework applicable to the Company and its subsidiary, the Bank. It
does not describe all of the statutes, regulations and regulatory policies that apply, nor does it restate all of the requirements of those that are described. The
descriptions are qualified in their entirety by reference to the particular statutory and regulatory provision.
Regulatory Capital Requirements
The federal banking agencies have risk-based capital adequacy requirements intended to provide a measure of capital adequacy that reflects the perceived
degree of risk associated with a banking organization’s operations, both for transactions reported on the balance sheet as assets and for transactions, such as letters
of credit and recourse arrangements, that are recorded as off-balance sheet items. In 2013, the bank regulatory agencies issued final rules (the “Basel III Capital
Rules”) establishing a new comprehensive capital framework for U.S. banking organizations. The Basel III Capital Rules implement the Basel Committee’s
December 2010 framework for strengthening international capital standards and certain provisions of the Dodd-Frank Act. The Basel III Capital Rules became
effective on January 1, 2015.
The Basel III Capital Rules require the Bank comply with several minimum capital standards. The Bank must maintain a Tier 1 leverage ratio of at least 4.0%;
a common equity Tier 1, which we refer to as CET1, to risk-weighted assets of 4.5%; a Tier 1 capital (that is, CET1 plus Additional Tier 1 capital) to risk-weighted
assets of at least 6.0% and a total capital (that is, Tier 1 capital plus Tier 2 capital) to risk-weighted assets of at least 8.0%.
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CET1 capital is generally defined as common shareholders’ equity and retained earnings. Tier 1 capital is generally defined as CET1 and Additional Tier 1
capital. Additional Tier 1 capital generally includes certain noncumulative perpetual preferred stock and related surplus and minority interests in equity accounts of
consolidated subsidiaries. Total capital includes Tier 1 capital (CET1 capital plus Additional Tier 1 capital) and Tier 2 capital. Tier 2 capital is comprised of capital
instruments and related surplus meeting specified requirements, and may include cumulative preferred stock and long-term perpetual preferred stock, mandatory
convertible securities, intermediate preferred stock and subordinated debt. Also included in Tier 2 capital is the ALL limited to a maximum of 1.25% of risk-
weighted assets and, for institutions that have exercised an opt-out election regarding the treatment of Accumulated Other Comprehensive Income (“AOCI”), up to
45% of net unrealized gains on available-for-sale equity securities with readily determinable fair market values. Institutions that have not exercised the AOCI opt-
out have AOCI incorporated into CET1 capital (including unrealized gains and losses on available-for-sale-securities). We exercised the opt-out election regarding
the treatment of AOCI in part to avoid significant variations in the our capital levels resulting changes in the fair value of our available-for-sale investment
securities portfolio as interest rates fluctuate. The calculation of all types of regulatory capital is subject to deductions and adjustments specified in the regulations.
The Basel III Capital Rules provide for a number of deductions from and adjustments to CET1. These include, for example, the requirement that (i) mortgage
servicing rights, (ii) deferred tax assets arising from temporary differences that could not be realized through net operating loss carrybacks, and (iii) significant
investments in non-consolidated financial entities be deducted from CET1 to the extent that any one such category exceeds 10% of CET1 or all such items, in the
aggregate, exceed 15% of CET1. Implementation of the deductions and other adjustments to CET1 began on January 1, 2015 and would be phased-in over a four-
year period (beginning at 40% on January 1, 2015 and an additional 20% per year thereafter).
In addition to establishing the minimum regulatory capital requirements, the Basel III Capital Rules limit capital distributions and certain discretionary bonus
payments to management if an institution does not hold a “capital conservation buffer” consisting of an additional 2.5% of CET1, on top of the minimum risk-
weighted asset ratios. The capital conservation buffer is designed to absorb losses during periods of economic stress. The capital conservation buffer requirement is
being phased in over a four-year period beginning on January 1, 2016 at 0.625%, increasing by 0.625% each January 1 until it reaches 2.5% on January 1, 2019.
During 2018, banking organizations, including the Bank, are required to maintain a CET1 capital ratio of at least 6.375%, a Tier 1 capital ratio of at least
7.875%, and a total capital ratio of at least 9.875% to avoid limitations on capital distributions and certain discretionary incentive compensation payments. When
fully phased-in on January 1, 2019, the Bank will be required to meet minimum Tier 1 leverage ratio of 4.0%, a minimum CET1 to risk-weighted assets of 4.5%
(7% with the capital conservation buffer), a Tier 1 capital to risk-weighted assets of 6.0% (8.5% including the capital conservation buffer) and a minimum total
capital to risk-weighted assets of 8.0% (10.5% including the capital conservation buffer).
In determining the amount of risk-weighted assets for purposes of calculating risk-based capital ratios, a bank’s assets, including certain off-balance sheet
assets (e.g., recourse obligations, direct credit substitutes, residual interests), are multiplied by a risk weight factor assigned by the regulations based on perceived
risks inherent in the type of asset. As a result, higher levels of capital are required for asset categories believed to present greater risk. For example, a risk weight of
0% is assigned to cash and U.S. government securities, a risk weight of 50% is generally assigned to prudently underwritten first lien 1—4 family residential
mortgages, a risk weight of 100% is assigned to commercial and consumer loans, a risk weight of 150% is assigned to certain past due loans and a risk weight of
between 0% to 600% is assigned to permissible equity interests, depending on certain specified factors. The Basel III Capital Rules increased the risk weights for a
variety of asset classes, including certain CRE mortgages. Additional aspects of the Basel III Capital Rules’ risk weighting requirements that are relevant to the
Bank include:
•
•
assigning exposures secured by single-family residential properties to either a 50% risk weight for first-lien mortgages that meet prudent underwriting
standards or a 100% risk weight category for all other mortgages;
providing for a 20% credit conversion factor for the unused portion of a commitment with an original maturity of one year or less that is not
unconditionally cancellable (increased from 0% under the previous risk-based capital rules);
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•
•
•
assigning a 150% risk weight to all exposures that are nonaccrual or 90 days or more past due (increased from 100% under the previous risk-based
capital rules), except for those secured by single-family residential properties, which will be assigned a 100% risk weight, consistent with the Basel I
risk-based capital rules;
applying a 150% risk weight instead of a 100% risk weight for certain high volatility CRE acquisition, development and construction loans; and
applying a 250% risk weight to the portion of mortgage servicing rights and deferred tax assets arising from temporary differences that could not be
realized through net operating loss carrybacks that are not deducted from CET1 capital (increased from 100% under the previous Basel I risk-based
capital rules).
As of December 31, 2018, the Bank’s capital ratios exceeded the minimum capital adequacy guideline percentage requirements of the federal banking agencies
for “well capitalized” institutions under the Basel III Capital Rules on a fully phased-in basis.
Enforcement Powers of Federal and State Banking Agencies
The federal bank regulatory agencies have broad enforcement powers, including the power to terminate deposit insurance, impose substantial fines and other
civil and criminal penalties, and appoint a conservator or receiver for financial institutions. Failure to comply with applicable laws and regulations could subject us
and our officers and directors to administrative sanctions and potentially substantial civil money penalties. In addition to the grounds discussed above under “—
Prompt Corrective Actions,” the appropriate federal bank regulatory agency may appoint the FDIC as conservator or receiver for a depository institution (or the
FDIC may appoint itself, under certain circumstances) if any one or more of a number of circumstances exist, including, without limitation, the fact that the
depository institution is undercapitalized and has no reasonable prospect of becoming adequately capitalized, fails to become adequately capitalized when required
to do so, fails to submit a timely and acceptable capital restoration plan or materially fails to implement an accepted capital restoration plan. The DBO also has
broad enforcement powers over us, including the power to impose orders, remove officers and directors, impose fines and appoint supervisors and conservators.
The Company
General . As a bank holding company, the Company is subject to regulation and supervision by, the Federal Reserve under the Bank Holding Company Act of
1956, as amended, or the BHCA. Under the BHCA, the Company is subject to periodic examination by the Federal Reserve. The Company is required to file with
the Federal Reserve periodic reports of the its operations and such additional information as the Federal Reserve may require. In accordance with Federal Reserve
policy, and as now codified by the Dodd-Frank Act, the Company is legally obligated to act as a source of financial strength to the Bank and to commit resources to
support the Bank in circumstances where the Company might not otherwise do so.
The Company is also a bank holding company within the meaning of Section 1280 of the California Financial Code. Consequently, the Company is subject to
examination by, and may be required to file reports with, the DBO.
Acquisitions, Activities and Change in Control . The BHCA generally requires the prior approval by the Federal Reserve for any merger involving a bank
holding company or any bank holding company’s acquisition of more than 5% of a class of voting securities of any additional bank or bank holding company or to
acquire all or substantially all, the assets of any additional bank or bank holding company. In reviewing applications seeking approval of merger and acquisition
transactions, Federal Reserve considers, among other things, the competitive effect and public benefits of the transactions, the capital position and managerial
resources of the combined organization, the risks to the stability of the U.S. banking or financial system, the applicant’s performance record under the Community
Reinvestment Act of 1977, as amended (“CRA”), the applicant’s compliance with fair housing and other consumer protection laws and the effectiveness of all
organizations involved in combating money laundering activities. In addition, failure to implement or maintain adequate compliance programs could cause bank
regulators not to approve an acquisition where regulatory approval is required or to prohibit an acquisition even if approval is not required.
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Subject to certain conditions (including deposit concentration limits established by the BHCA and the Dodd-Frank Act), the Federal Reserve may allow a bank
holding company to acquire banks located in any state of the United States. In approving interstate acquisitions, the Federal Reserve is required to give effect to
applicable state law limitations on the aggregate amount of deposits that may be held by the acquiring bank holding company and its insured depository institution
affiliates in the state in which the target bank is located (provided that those limits do not discriminate against out-of-state depository institutions or their holding
companies) and state laws that require that the target bank have been in existence for a minimum period of time (not to exceed five years) before being acquired by
an out-of-state bank holding company. Furthermore, in accordance with the Dodd-Frank Act, bank holding companies must be well-capitalized and well-managed
in order to complete interstate mergers or acquisitions. For a discussion of the capital requirements, see “—Regulatory Capital Requirements” above.
Federal law also prohibits any person or company from acquiring “control” of an FDIC-insured depository institution or its holding company without prior
notice to the appropriate federal bank regulator. “Control” is conclusively presumed to exist upon the acquisition of 25% or more of the outstanding voting
securities of a bank or bank holding company, but may arise under certain circumstances between 5% and 24.99% ownership.
Under the California Financial Code, any proposed acquisition of “control” of the Bank by any person (including a company) must be approved by the
Commissioner of the DBO. The California Financial Code defines “control” as the power, directly or indirectly, to direct the Bank’s management or policies or to
vote 25% or more of any class of the Bank’s outstanding voting securities. Additionally, a rebuttable presumption of control arises when any person (including a
company) seeks to acquire, directly or indirectly, 10% or more of any class of the Bank’s outstanding voting securities.
Permitted Activities . The BHCA generally prohibits the Company from controlling or engaging in any business other than that of banking, managing and
controlling banks or furnishing services to banks and their subsidiaries. This general prohibition is subject to a number of exceptions. The principal exception
allows bank holding companies to engage in, and to own shares of companies engaged in, certain businesses found by the Federal Reserve prior to November 11,
1999 to be “so closely related to banking as to be a proper incident thereto.” This authority would permit the Company to engage in a variety of banking-related
businesses, including the ownership and operation of a savings association, or any entity engaged in consumer finance, equipment leasing, the operation of a
computer service bureau (including software development) and mortgage banking and brokerage. The BHCA generally does not place territorial restrictions on the
domestic activities of nonbank subsidiaries of bank holding companies. The Federal Reserve has the power to order any bank holding company or its subsidiaries to
terminate any activity or to terminate its ownership or control of any subsidiary when the Federal Reserve has reasonable grounds to believe that continuing such
activity, ownership or control constitutes a serious risk to the financial soundness, safety or stability of any bank subsidiary of the bank holding company.
Additionally, bank holding companies that meet certain eligibility requirements prescribed by the BHCA and elect to operate as financial holding companies
may engage in, or own shares in companies engaged in, a wider range of nonbanking activities, including securities and insurance underwriting and sales, merchant
banking and any other activity that the Federal Reserve, in consultation with the Secretary of the Treasury, determines by regulation or order is financial in nature
or incidental to any such financial activity or that the Federal Reserve determines by order to be complementary to any such financial activity and does not pose a
substantial risk to the safety or soundness of depository institutions or the financial system generally. The Company has not elected to be a financial holding
company, and we have not engaged in any activities determined by the Federal Reserve to be financial in nature or incidental or complementary to activities that
are financial in nature.
If the Company should elect to become a financial holding company, in order to maintain the Company’s status as a financial holding company, the Company
and the Bank must be well-capitalized, well-managed, and have a least a satisfactory CRA, rating. If the Company were to become a financial holding company
and the Federal Reserve subsequently determined that the Company, as a financial holding company, is not well-capitalized or well-managed, the Company would
have a period of time during which to achieve compliance, but during the period of noncompliance, the Federal Reserve may place any limitations on the Company
it believes to be appropriate. Furthermore, if the Company became a financial holding company and the Federal Reserve subsequently determined that the Bank, as
a financial holding company subsidiary, has not received a satisfactory CRA rating, the Company would not be able to commence any new financial activities or
acquire a company that engages in such activities.
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Capital Requirements . Bank holding companies are required to maintain capital in accordance with Federal Reserve capital adequacy requirements, as
affected by the Dodd-Frank Act and Basel III. For a discussion of capital requirements, see “—Regulatory Capital Requirements” above.
Source of Strength Doctrine . Federal Reserve policy historically required bank holding companies to act as a source of financial and managerial strength to
their subsidiary banks. The Dodd-Frank Act codified this policy as a statutory requirement. Under this requirement the Company is expected to commit resources
to support the Bank, including at times when the Company may not be in a financial position to provide it. The Company must stand ready to use its available
resources to provide adequate capital to the subsidiary bank during periods of financial stress or adversity. The Company must also maintain the financial flexibility
and capital raising capacity to obtain additional resources for assisting the Bank. The Company’s failure to meet its source of strength obligations may constitute an
unsafe and unsound practice or a violation of the Federal Reserve’s regulations or both. The source of strength doctrine most directly affects bank holding
companies where a bank holding company’s subsidiary bank fails to maintain adequate capital levels. In such a situation, the subsidiary bank will be required by
the bank’s federal regulator to take “prompt corrective action.” Any capital loans by a bank holding company to a subsidiary bank are subordinate in right of
payment to deposits and to certain other indebtedness of such bank. The BHCA provides that in the event of the bank holding company’s bankruptcy any
commitment by a bank holding company to a federal bank regulatory agency to maintain the capital of its subsidiary bank will be assumed by the bankruptcy
trustee and entitled to priority of payment.
Safe and Sound Banking Practices . Bank holding companies and their non-banking subsidiaries are prohibited from engaging in activities that represent
unsafe and unsound banking practices or that constitute violation of law or regulations. Under certain conditions the Federal Reserve may conclude that certain
actions of a bank holding company such as a payment of a cash dividend, would constitute an unsafe and unsound banking practice. The Federal Reserve also has
the authority to regulate the debt of bank holding companies, including the authority to impose interest rate ceilings and reserve requirements on such debt. Under
certain circumstances the Federal Reserve may require a bank holding company to file written notice and obtain its approval prior to purchasing or redeeming its
equity securities, unless certain conditions are met.
Tie in Arrangements . Federal law prohibits a bank holding company and any subsidiary banks from engaging in certain tie in arrangements in connection with
the extension of credit. For example, the Bank may not extend credit, lease or sell property, or furnish any services, or fix or vary the consideration for any of the
foregoing on the condition that (i) the customer must obtain or provide some additional credit, property or services from or to the Bank other than a loan, discount,
deposit or trust services, (ii) the customer must obtain or provide some additional credit, property or service from or to the Company or the Bank, or (iii) the
customer must not obtain some other credit, property or services from competitors, except reasonable requirements to assure soundness of credit extended.
Dividend Payments, Stock Redemptions and Repurchases . The Company’s ability to pay dividends to its shareholders is affected by both general corporate
law considerations and the policies of the Federal Reserve applicable to bank holding companies. 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. Additionally, in consideration of the current financial and economic
environment, the Federal Reserve has indicated that bank holding companies should carefully review their dividend policy and has discouraged payment ratios that
are at maximum allowable levels unless both asset quality and capital are very strong. The Federal Reserve possesses enforcement powers over bank holding
companies and their nonbank subsidiaries to prevent or remedy actions that represent unsafe or unsound practices or violations of applicable statutes and
regulations. Among these powers is the ability to proscribe the payment of dividends by banks and bank holding companies. In addition, under the Basel Capital III
Rules, institutions that seek to pay dividends must maintain a capital conservation buffer of 2.5% in CET1, which is to be phased in over a three year period that
began on January 1, 2016. See “—Regulatory Capital Requirements” above.
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Bank holding companies must consult with the Federal Reserve before redeeming any equity or other capital instrument included in Tier 1 or Tier 2 capital
prior to stated maturity, if such redemption could have a material effect on the level or composition of the organization’s capital base. Bank holding companies
experiencing financial weaknesses, or that are at significant risk of developing financial weaknesses, must consult with the Federal Reserve before redeeming or
repurchasing common stock or other regulatory capital instruments.
As a California corporation, the Company is subject to the limitations of California law, which allows a corporation to distribute cash or property to
shareholders, including a dividend or repurchase or redemption of shares, if the corporation meets either a retained earnings test or a “balance sheet” test. Under the
retained earnings test, the Company may make a distribution from retained earnings to the extent that its retained earnings exceed the sum of (a) the amount of the
distribution plus (b) the amount, if any, of dividends in arrears on shares with preferential dividend rights. The Company may also make a distribution if,
immediately after the distribution, the value of its assets equals or exceeds the sum of (a) its total liabilities plus (b) the liquidation preference of any shares which
have a preference upon dissolution over the rights of shareholders receiving the distribution. Indebtedness is not considered a liability if the terms of such
indebtedness provide that payment of principal and interest thereon are to be made only if, and to the extent that, a distribution to shareholders could be made under
the balance sheet test. In addition, the Company may not make distributions if it is, or as a result of the distribution would be, likely to be unable to meet its
liabilities (except those whose payment is otherwise adequately provided for) as they mature. A California corporation may specify in its articles of incorporation
that distributions under the retained earnings test or balance sheet test can be made without regard to the preferential rights amount. The Company’s articles of
incorporation do not address distributions under either the retained earnings test or the balance sheet test.
The Bank
General . The Bank is a California-chartered bank. The Bank’s deposit accounts are insured by the FDIC’s Deposit Insurance Fund (“DIF”) to the maximum
extent provided under federal law and FDIC regulations. The Bank is not a member of the Federal Reserve System. As a California-chartered non-member bank,
the Bank is subject to the examination, supervision and regulation by the DBO, the chartering authority for California banks, and by the FDIC.
Depositor Preference . In the event of the “liquidation or other resolution” of an insured depository institution, the claims of depositors of the institution,
including the claims of the FDIC as subrogee of insured depositors, and certain claims for administrative expenses of the FDIC as a receiver, will have priority over
other general unsecured claims against the institution. If an insured depository institution fails, insured and uninsured depositors along with the FDIC, will have
priority in payment ahead of unsecured, non-deposit creditors including the parent bank holding company with respect to any extensions of credit they have made
to such insured depository institution.
Brokered Deposit Restrictions . Well capitalized institutions are not subject to limitations on brokered deposits, while adequately capitalized institutions are
able to accept, renew or roll over brokered deposits only with a waiver from the FDIC and subject to certain restrictions on the yield paid on such deposits.
Undercapitalized institutions are generally not permitted to accept, renew, or roll over brokered deposits. As of December 31, 2018, the Bank was eligible to accept
brokered deposits without a waiver from FDIC.
Loans to One Borrower . With certain limited exceptions, the maximum amount that a California bank may lend to any borrower at any one time (including
the obligations to the bank of certain related entities of the borrower) may not exceed 25% (and unsecured loans may not exceed 15%) of the bank’s shareholders’
equity, allowance for loan loss, and any capital notes and debentures of the bank.
Deposit Insurance . As an FDIC-insured institution, the Bank is required to pay deposit insurance premium assessments to the FDIC. The FDIC has adopted a
risk-based assessment system whereby FDIC-insured depository institutions pay insurance premiums at rates based on their risk classification. An institution’s risk
classification is assigned based on its capital levels and the level of supervisory concern the institution poses to the regulators. For deposit insurance assessment
purposes, an insured depository institution is placed in one of four risk categories each quarter. An institution’s assessment is determined by multiplying its
assessment rate by its assessment base. The total base assessment rates range from 2.5 basis points to 45 basis points. While in the past an insured depository
institution’s assessment base was determined by its deposit base, amendments to the Federal Deposit Insurance Act revised the assessment base so that it is
calculated using average consolidated total assets minus average tangible equity.
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Additionally, the Dodd-Frank Act altered the minimum designated reserve ratio of the DIF, increasing the minimum from 1.15% to 1.35% of the estimated
amount of total insured deposits, and eliminating the requirement that the FDIC pay dividends to depository institutions when the reserve ratio exceeds certain
thresholds. The FDIC has until September 3, 2020 to meet the 1.35% reserve ratio target. At least semi-annually, the FDIC updates its loss and income projections
for the DIF and, if needed, may increase or decrease the assessment rates, following notice and comment on proposed rulemaking. As a result, the Bank’s FDIC
deposit insurance premiums could increase. During the year ended December 31, 2018, the Bank paid $245,000 in aggregate FDIC deposit insurance premiums.
FICO Assessments . In addition to paying basic deposit insurance assessments, insured depository institutions must pay Financing Corporation, or FICO,
assessments. FICO is a mixed-ownership governmental corporation chartered by the former Federal Home Loan Bank Board to recapitalize of the former Federal
Savings and Loan Insurance Corporation. FICO issued 30-year noncallable bonds of approximately $8.1 billion that mature in 2017 through 2019. Since 1996,
federal legislation requires that all FDIC-insured depository institutions pay assessments to cover interest payments on FICO’s outstanding obligations. During the
year ended December 31, 2018, the Bank paid $25,000 in aggregate FICO assessments.
Supervisory Assessments . California-chartered banks are required to pay supervisory assessments to the DBO to fund its operations. The amount of the
assessment paid by a California bank to the DBO is calculated on the basis of the institution’s total assets, including consolidated subsidiaries, as reported to the
DBO. During the year ended December 31, 2018, the Bank paid supervisory assessments to the DBO totaling $100,000.
Capital Requirements . Banks are generally required to maintain capital levels in excess of other businesses. For a discussion of capital requirements, see “—
Regulatory Capital Requirements” above.
Dividend Payments . The primary source of funds for the Company is dividends from the Bank. Under the California Financial Code, the Bank is permitted to
pay a dividend in the following circumstances: (i) without the consent of either the DBO or the Bank’s shareholders, in an amount not exceeding the lesser of
(a) the retained earnings of the Bank; or (b) the net income of the Bank for its last three fiscal years, less the amount of any distributions made during the prior
period; (ii) with the prior approval of the DBO, in an amount not exceeding the greatest of: (a) the retained earnings of the Bank; (b) the net income of the Bank for
its last fiscal year; or (c) the net income for the Bank for its current fiscal year; and (iii) with the prior approval of the DBO and the Bank’s shareholders (i.e., the
Company) in connection with a reduction of its contributed capital.
The payment of dividends by any financial institution is affected by the requirement to maintain adequate capital pursuant to applicable capital adequacy
guidelines and regulations, and a financial institution generally is prohibited from paying any dividends if, following payment thereof, the institution would be
undercapitalized. In addition, in order to pay a dividend, the Basel III Capitals Rules’ capital conservation buffer generally requires that an institution maintains
2.5% in CET1, which is to be phased in over a three-year period that began on January 1, 2016. See “—Regulatory Capital Requirements” above. As described
above, the Bank exceeded its minimum capital requirements under applicable regulatory guidelines as of December 31, 2018.
Transactions with Affiliates . The Bank is subject to certain restrictions imposed by federal law on “covered transactions” between the Bank and its
“affiliates.” The Company is an affiliate of the Bank for purposes of these restrictions, and covered transactions subject to the restrictions include extensions of
credit to the Company, investments in the stock or other securities of the Company and the acceptance of the stock or other securities of the Company as collateral
for loans made by the Bank. The Dodd-Frank Act enhances the requirements for certain transactions with affiliates, including an expansion of the definition of
“covered transactions” and an increase in the amount of time for which collateral requirements regarding covered transactions must be maintained.
Loans to Directors, Executive Officers and Principal Shareholders . The authority of the Bank to extend credit to its directors, executive officers and
principal shareholders, including their immediate family members and corporations and other entities that they control, is subject to substantial restrictions and
requirements under the Federal Reserve’s Regulation O, as well as the Sarbanes-Oxley Act. These statutes and regulations impose limits the amount of loans the
Bank may make to directors and other insiders and require that: (i) the loans must be made on substantially the same terms, including interest rates and collateral, as
prevailing at the time for comparable transactions with persons not affiliated with the Company or the Bank; (ii) the Bank must follow credit underwriting
procedures at least as stringent as those applicable to comparable transactions with persons who are not affiliated with the Company or the Bank; and (iii) the loans
must not involve a greater than normal risk of non-payment or include other features not favorable to the Bank. Furthermore, the Bank must periodically report all
loans made to directors and other insiders to the bank regulators.
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Safety and Soundness Standards/Risk Management . The federal banking agencies have adopted guidelines establishing operational and managerial standards
to promote the safety and soundness of federally insured depository institutions. The guidelines set forth standards for internal controls, information systems,
internal audit systems, loan documentation, credit underwriting, interest rate exposure, asset growth, compensation, fees and benefits, asset quality and earnings. In
general, the safety and soundness guidelines prescribe the goals to be achieved in each area, and each institution is responsible for establishing its own procedures
to achieve those goals. If an institution fails to comply with any of the standards set forth in the guidelines, the financial institution’s primary federal regulator may
require the institution to submit a plan for achieving and maintaining compliance. If a financial institution fails to submit an acceptable compliance plan, or fails in
any material respect to implement a compliance plan that has been accepted by its primary federal regulator, the regulator is required to issue an order directing the
institution to cure the deficiency. Until the deficiency cited in the regulator’s order is cured, the regulator may restrict the financial institution’s rate of growth,
require the financial institution to increase its capital, restrict the rates the institution pays on deposits or require the institution to take any action the regulator
deems appropriate under the circumstances. Noncompliance with the standards established by the safety and soundness guidelines may also constitute grounds for
other enforcement action by the federal bank regulatory agencies, including cease and desist orders and civil money penalty assessments.
During the past decade, the bank regulatory agencies have increasingly emphasized the importance of sound risk management processes and strong internal
controls when evaluating the activities of the financial institutions they supervise. Properly managing risks has been identified as critical to the conduct of safe and
sound banking activities and has become even more important as new technologies, product innovation, and the size and speed of financial transactions have
changed the nature of banking markets. The agencies have identified a spectrum of risks facing a banking institution including, but not limited to, credit, market,
liquidity, operational, legal, and reputational risk. In particular, recent regulatory pronouncements have focused on operational risk, which arises from the potential
that inadequate information systems, operational problems, breaches in internal controls, fraud, or unforeseen catastrophes will result in unexpected losses. New
products and services, third-party risk management and cybersecurity are critical sources of operational risk that financial institutions are expected to address in the
current environment. The Bank is expected to have active board and senior management oversight; adequate policies, procedures, and limits; adequate risk
measurement, monitoring, and management information systems; and comprehensive internal controls.
Branching Authority . California law permits California banks, such as the Bank, to establish an additional banking office with notice to the DBO. Deposit-
taking banking offices must be also be approved by the FDIC, which considers a number of factors, including financial history, capital adequacy, earnings
prospects, character of management, needs of the community and consistency with corporate power. The Dodd-Frank Act permits insured state banks to engage in
interstate branching if the laws of the state where the new banking office is to be established would permit the establishment of the banking office if it were
chartered by a bank in such state. Finally, we may also establish banking offices in other states by merging with banks or by purchasing banking offices of other
banks in other states, subject to certain restrictions.
Community Reinvestment Act . The CRA is intended to encourage insured depository institutions, while operating safely and soundly, to help meet the credit
needs of their communities. The CRA specifically directs the federal bank regulatory agencies, in examining insured depository institutions, to assess their record
of helping to meet the credit needs of their entire community, including low and moderate income neighborhoods, consistent with safe and sound banking practices.
The CRA further requires the agencies to take a financial institution’s record of meeting its community credit needs into account when evaluating applications for,
among other things, domestic branches, consummating mergers or acquisitions or holding company formations.
The federal banking agencies have adopted regulations which measure a bank’s compliance with its CRA obligations on a performance based evaluation
system. This system bases CRA ratings on an institution’s actual lending service and investment performance rather than the extent to which the institution
conducts needs assessments, documents community outreach or complies with other procedural requirements. The ratings range from “outstanding” to a low of
“substantial noncompliance.” The Bank had a CRA rating of “satisfactory” as of its most recent regulatory examination.
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Anti-Money Laundering and the Office of Foreign Assets Control Regulation . The Uniting and Strengthening America by Providing Appropriate Tools
Required to Intercept and Obstruct Terrorism Act of 2001, or the Patriot Act, is designed to deny terrorists and criminals the ability to obtain access to the U.S.
financial system and has significant implications for depository institutions, brokers, dealers and other businesses involved in the transfer of money. The Patriot
Act, substantially broadened the scope of United States anti-money laundering laws and regulations by imposing significant new compliance and due diligence
obligations, creating new crimes and penalties and expanding the extra territorial jurisdiction of the United States. Financial institutions are also prohibited from
entering into specified financial transactions and account relationships and must use enhanced due diligence procedures in their dealings with certain types of high
risk customers and implement a written customer identification program. Financial institutions must take certain steps to assist government agencies in detecting
and preventing money laundering and report certain types of suspicious transactions. Regulatory authorities routinely examine financial institutions for compliance
with these obligations, and failure of a financial institution to maintain and implement adequate programs to combat money laundering and terrorist financing, or to
comply with all of the relevant laws or regulations, could have serious legal and reputational consequences for the institution, including causing applicable bank
regulatory authorities not to approve merger or acquisition transactions when regulatory approval is required or to prohibit such transactions even if approval is not
required. Regulatory authorities have imposed cease and desist orders and civil money penalties against institutions found to be violating these obligations.
Treasury’s Office of Foreign Assets Control (“OFAC”), administers and enforces economic and trade sanctions against targeted foreign countries and regimes
under authority of various laws, including designated foreign countries, nationals and others. OFAC publishes lists of specially designated targets and countries.
Financial Institutions are responsible for, among other things, blocking accounts of and transactions with such targets and countries, prohibiting unlicensed trade
and financial transactions with them and reporting blocked transactions after their occurrence.
Failure of a financial institution to maintain and implement adequate anti-money laundering and OFAC programs, or to comply with all of the relevant laws or
regulations, could have serious legal and reputational consequences for the institution.
Concentrations in Commercial Real Estate . Concentration risk exists when financial institutions deploy too many assets to any one industry or segment.
Concentration stemming from commercial real estate is one area of regulatory concern. The CRE Concentration Guidance provides supervisory criteria, including
the following numerical indicators, to assist bank examiners in identifying banks with potentially significant commercial real estate loan concentrations that may
warrant greater supervisory scrutiny: (i) commercial real estate loans exceeding 300% of capital and increasing 50% or more in the preceding three years; or
(ii) construction and land development loans exceeding 100% of capital. The CRE Concentration Guidance does not limit banks’ levels of commercial real estate
lending activities, but rather guides institutions in developing risk management practices and levels of capital that are commensurate with the level and nature of
their commercial real estate concentrations. Based on the Bank’s loan portfolio, the Bank does not exceed these guidelines as of December 31, 2018.
Consumer Financial Services
We are subject to a number of federal and state consumer protection laws that extensively govern our relationship with our customers. These laws include the
Equal Credit Opportunity Act, the Fair Credit Reporting Act, the Truth in Lending Act, the Truth in Savings Act, the Electronic Fund Transfer Act, the Expedited
Funds Availability Act, the Home Mortgage Disclosure Act, the Fair Housing Act, the Real Estate Settlement Procedures Act, the Fair Debt Collection Practices
Act, the Service Members Civil Relief Act, the Military Lending Act, and these laws’ respective state law counterparts, as well as state usury laws and laws
regarding unfair and deceptive acts and practices. These and other federal laws, among other things, require disclosures of the cost of credit and terms of deposit
accounts, provide substantive consumer rights, prohibit discrimination in credit transactions, regulate the use of credit report information, provide financial privacy
protections, prohibit unfair, deceptive and abusive practices, restrict our ability to raise interest rates and subject us to substantial regulatory oversight. Violations of
applicable consumer protection laws can result in significant potential liability from litigation brought by customers, including actual damages, restitution and
attorneys’ fees. Federal bank regulators, state attorneys general and state and local consumer protection agencies may also seek to enforce consumer protection
requirements and obtain these and other
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remedies, including regulatory sanctions, customer rescission rights, action by the state and local attorneys general in each jurisdiction in which we operate and
civil money penalties. Failure to comply with consumer protection requirements may also result in our failure to obtain any required bank regulatory approval for
merger or acquisition transactions we may wish to pursue or our prohibition from engaging in such transactions even if approval is not required.
Many states and local jurisdictions have consumer protection laws analogous, and in addition, to those listed above. These federal, state and local laws regulate
the manner in which financial institutions deal with customers when taking deposits, making loans or conducting other types of transactions. Failure to comply with
these laws and regulations could give rise to regulatory sanctions, customer rescission rights, action by state and local attorneys general and civil or criminal
liability.
The structure of federal consumer protection regulation applicable to all providers of consumer financial products and services changed significantly on
July 21, 2011, when the CFPB commenced operations to supervise and enforce consumer protection laws.
The consumer protection provisions of the Dodd-Frank Act and the examination, supervision and enforcement of those laws and implementing regulations by
the CFPB have created a more intense and complex environment for consumer finance regulation. The CFPB has significant authority to implement and enforce
federal consumer protection laws and new requirements for financial services products provided for in the Dodd-Frank Act, as well as the authority to identify and
prohibit unfair, deceptive or abusive acts and practices. The review of products and practices to prevent such acts and practices is a continuing focus of the CFPB,
and of banking regulators more broadly. The ultimate impact of this heightened scrutiny is uncertain but could result in changes to pricing, practices, products and
procedures. It could also result in increased costs related to regulatory oversight, supervision and examination, additional remediation efforts and possible penalties.
In addition, the Dodd-Frank Act provides the CFPB with broad supervisory, examination and enforcement authority over various consumer financial products and
services, including the ability to require reimbursements and other payments to customers for alleged legal violations and to impose significant penalties, as well as
injunctive relief that prohibits lenders from engaging in allegedly unlawful practices. The CFPB also has the authority to obtain cease and desist orders providing
for affirmative relief or monetary penalties. The Dodd-Frank Act does not prevent states from adopting stricter consumer protection standards. State regulation of
financial products and potential enforcement actions could also adversely affect our business, financial condition or results of operations.
The CFPB has examination and enforcement authority over providers with more than $10 billion in assets. Banks and savings institutions with $10 billion or
less in assets, like the Bank, will continue to be examined by their applicable bank regulators.
Mortgage and Mortgage-Related Products . Because abuses in connection with home mortgages were a significant factor contributing to the financial crisis,
many new rules issued by the CFPB and required by the Dodd-Frank Act address mortgage and mortgage-related products, their underwriting, origination,
servicing and sales. The Dodd-Frank Act significantly expanded underwriting requirements applicable to loans secured by 1-4 family residential real property and
augmented federal law combating predatory lending practices. In addition to numerous disclosure requirements, the Dodd-Frank Act imposed new standards for
mortgage loan originations on all lenders, including banks and savings associations, in an effort to strongly encourage lenders to verify a borrower’s ability to
repay, while also establishing a presumption of compliance for certain “qualified mortgages.” The Dodd-Frank Act generally required lenders or securitizers to
retain an economic interest in the credit risk relating to loans that the lender sells, and other asset-backed securities that the securitizer issues, if the loans do not
comply with the ability-to-repay standards described below. The risk retention requirement generally is 5%, but could be increased or decreased by regulation. The
Bank does not currently expect the CFPB’s rules to have a significant impact on its operations, except for higher compliance costs.
Ability-to-Repay Requirement and Qualified Mortgage Rule . On January 10, 2013, the CFPB issued a final rule implementing the Dodd-Frank Act’s ability-
to-repay requirements. Under the final rule, lenders, in assessing a borrower’s ability to repay a mortgage-related obligation, must consider eight underwriting
factors: (i) current or reasonably expected income or assets; (ii) current employment status; (iii) monthly payment on the subject transaction; (iv) monthly payment
on any simultaneous loan; (v) monthly payment for all mortgage-related obligations; (vi) current debt obligations, alimony, and child support; (vii) monthly debt-
to-income ratio or residual income; and (viii) credit history. The final rule also includes guidance regarding the application of and methodology for evaluating,
these factors.
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Further, the final rule clarified that qualified mortgages do not include “no-doc” loans and loans with negative amortization, interest-only payments, balloon
payments, terms in excess of 30 years, or points and fees paid by the borrower that exceed 3% of the loan amount, subject to certain exceptions. In addition, for
qualified mortgages, the rule mandated that the monthly payment be calculated on the highest payment that will occur in the first five years of the loan, and
required that the borrower’s total debt-to-income ratio generally may not be more than 43%. The final rule also provided that certain mortgages that satisfy the
general product feature requirements for qualified mortgages and that also satisfy the underwriting requirements of Fannie Mae and Freddie Mac (while they
operate under federal conservatorship or receivership), the U.S. Department of Housing and Urban Development, the Department of Veterans Affairs, the
Department of Agriculture or the Rural Housing Service are also considered to be qualified mortgages. This second category of qualified mortgages will phase out
as the aforementioned federal agencies issue their own rules regarding qualified mortgages, the conservatorship of Fannie Mae and Freddie Mac ends, and, in any
event, after seven years.
As set forth in the Dodd-Frank Act, subprime (or higher-priced) mortgage loans are subject to the ability-to-repay requirement, and the final rule provided for a
rebuttable presumption of lender compliance for those loans. The final rule also applied the ability-to-repay requirement to prime loans, while also providing a
conclusive presumption of compliance (i.e., a safe harbor) for prime loans that are also qualified mortgages. Additionally, the final rule generally prohibits
prepayment penalties (subject to certain exceptions) and sets forth a 3-year record retention period with respect to documenting and demonstrating the ability-to-
repay requirement and other provisions.
Mortgage Loan Originator Compensation . As a part of the overhaul of mortgage origination practices, mortgage loan originators’ compensation has been
limited such that they may no longer receive compensation based on a mortgage transaction’s terms or conditions other than the amount of credit extended under
the mortgage loan. Further, the total points and fees that a bank and/or a broker may charge on conforming and jumbo loans has been limited to 3.0% of the total
loan amount. Mortgage loan originators may receive compensation from a consumer or from a lender, but not both. These rules contain requirements designed to
prohibit mortgage loan originators from “steering” consumers to loans that provide mortgage loan originators with greater compensation. In addition, the rules
contain other requirements concerning recordkeeping.
Home Mortgage Servicing . Pursuant to the Dodd-Frank Act, the CFPB has implemented certain provisions of the Dodd-Frank Act relating to mortgage
servicing through rulemaking. The servicing rules require servicers to meet certain benchmarks for loan servicing and customer service in general. Servicers must
provide periodic billing statements and certain required notices and acknowledgments, promptly credit borrowers’ accounts for payments received and promptly
investigate complaints by borrowers. Servicers also are required to take additional steps before purchasing insurance to protect the lender’s interest in the property.
The servicing rules call for additional notice, review and timing requirements with respect to delinquent borrowers, including early intervention, ongoing access to
servicer personnel and specific loss mitigation and foreclosure procedures. The rules provide for an exemption from most of these requirements for “small
servicers”, which are defined as loan servicers that service 5,000 or fewer mortgage loans and service only mortgage loans that they or an affiliate originated or
own.
Incentive Compensation Guidance
The federal bank regulatory agencies have issued comprehensive guidance intended to ensure that the incentive compensation policies of banking organizations
do not undermine the safety and soundness of those organizations by encouraging excessive risk-taking. The incentive compensation guidance sets expectations for
banking organizations concerning their incentive compensation arrangements and related risk-management, control and governance processes. The incentive
compensation guidance, which covers all employees that have the ability to materially affect the risk profile of an organization, either individually or as part of a
group, is based upon three primary principles: (i) balanced risk-taking incentives; (ii) compatibility with effective controls and risk management; and (iii) strong
corporate governance. Any deficiencies in compensation practices that are identified may be incorporated into the organization’s supervisory ratings, which can
affect its ability to make acquisitions or take other actions. In addition, under the incentive compensation guidance, a banking organization’s federal supervisor may
initiate enforcement action if the organization’s incentive compensation arrangements pose a risk to the safety and soundness of the organization. Further, the
Basel III Capital Rules limit discretionary bonus payments to bank executives if the institution’s regulatory capital ratios fail to exceed certain thresholds starting
January 1, 2016. The scope and content of the U.S. banking regulators’ policies on executive compensation are continuing to develop and are likely to continue
evolving in the near future.
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Financial Privacy
The federal bank regulatory agencies have adopted rules that limit the ability of banks and other financial institutions to disclose non-public information about
consumers to non-affiliated third parties. These limitations require disclosure of privacy policies to consumers and, in some circumstances, allow consumers to
prevent disclosure of certain personal information to a non-affiliated third party. These regulations affect how consumer information is transmitted through
financial services companies and conveyed to outside vendors. In addition, consumers may also prevent disclosure of certain information among affiliated
companies that is assembled or used to determine eligibility for a product or service, such as that shown on consumer credit reports and asset and income
information from applications. Consumers also have the option to direct banks and other financial institutions not to share information about transactions and
experiences with affiliated companies for the purpose of marketing products or services.
Impact of Monetary Policy
The monetary policy of the Federal Reserve has a significant effect on the operating results of financial or bank holding companies and their subsidiaries.
Among the tools available to the Federal Reserve to affect the money supply are open market transactions in U.S. government securities, changes in the discount
rate on member bank borrowings and changes in reserve requirements against member bank deposits. These means are used in varying combinations to influence
overall growth and distribution of bank loans, investments and deposits, and their use may affect interest rates charged on loans or paid on deposits.
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 value and price of our common stock could
decline. 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 Business
A decline in general business and economic conditions and any regulatory responses to such conditions could have a material adverse effect on our
business, financial position, results of operations and growth prospects.
Our business and operations are sensitive to general business and economic conditions in the United States, generally, and particularly the state of California
and the Los Angeles-Long Beach-Anaheim, California MSA. Unfavorable or uncertain economic and market conditions could lead to credit quality concerns
related to borrower repayment ability and collateral protection as well as reduced demand for the products and services we offer. In recent years, there has been a
gradual improvement in the U.S. economy as evidenced by a rebound in the housing market, lower unemployment and higher valuations in the equities markets.
However, economic growth has been uneven, and opinions vary on the strength and direction of the economy. Uncertainties also have arisen regarding the potential
for a reversal or renegotiation of international trade agreements and the impact such actions may have on economic and market conditions. In addition, concerns
about the performance of international economies, especially in Europe and emerging markets, and economic conditions in Asia, particularly the economies of
China, South Korea and Japan, can impact the economy and financial markets here in the United States. If the national, regional and local economies experience
worsening economic conditions, including high levels of unemployment, our growth and profitability could be constrained. Weak economic conditions are
characterized by, among other indicators, deflation, elevated levels of unemployment, fluctuations in debt and equity capital markets, increased delinquencies on
mortgage, commercial and consumer loans, residential and commercial real estate price declines, and lower home sales and commercial activity. All of these
factors are generally detrimental to our business. Our business is significantly affected by monetary and other regulatory policies of the U.S. federal government, its
agencies and government-sponsored entities. Changes in any of these policies are influenced by macroeconomic conditions and other factors that are beyond our
control, are difficult to predict and could have a material adverse effect on our business, financial position, results of operations and growth prospects.
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Fluctuations in interest rates may reduce net interest income and otherwise negatively impact our financial condition and results of operations.
Shifts in short-term interest rates may reduce net interest income, which is the principal component of our earnings. Net interest income is the difference
between the amounts received by us on our interest-earning assets and the interest paid by us on our interest-bearing liabilities. When interest rates rise, the rate of
interest we receive on our assets, such as loans, rises more quickly than the rate of interest that we pay on our interest-bearing liabilities, such as deposits, which
may cause our profits to increase. When interest rates decrease, the rate of interest we receive on our assets, such as loans, declines more quickly than the rate of
interest that we pay on our interest-bearing liabilities, such as deposits, which may cause our profits to decrease. The impact on earnings is more adverse when the
slope of the yield curve flattens, that is, when short-term interest rates increase more than long-term interest rates or when long-term interest rates decrease more
than short-term interest rates.
Changes in interest rates could influence our ability to originate loans and deposits. Historically, there has been an inverse correlation between the demand for
loans and interest rates. Loan origination volume usually declines during periods of rising or high interest rates and increases during periods of declining or low
interest rates. For example, mortgage production historically, including refinancing activity, declines in rising interest rate environments. Changes in interest rates
also have a significant impact on the carrying value of certain of our assets, including loans, real estate and investment securities, on our balance sheet.
Interest rate increases often result in larger payment requirements for our borrowers, which increases the potential for default. At the same time, the
marketability of any underlying property that serves as collateral for such loans may be adversely affected by any reduced demand resulting from higher interest
rates.
Changes in interest rates can also affect the level of loan refinancing activity, which impacts the amount of prepayment penalty income we receive on loans we
hold. Because prepayment penalties are recorded as interest income when received, the extent to which they increase or decrease during any given period could
have a significant impact on the level of net interest income and net income we generate during that time. A decrease in our prepayment penalty income resulting
from any change in interest rates or as a result of regulatory limitations on our ability to charge prepayment penalties could therefore adversely affect our net
interest income, net income or results of operations.
An increase in interest rates that adversely affects the ability of borrowers to pay the principal or interest on loans may lead to an increase in nonperforming
assets and a reduction of income recognized, which could have a material adverse effect on our results of operations and cash flows. Further, when we place a loan
on nonaccrual status, we reverse any accrued but unpaid interest receivable, which decreases interest income. Subsequently, we continue to have a cost to fund the
loan, which is reflected as interest expense, without any interest income to offset the associated funding expense. Thus, an increase in the amount of nonperforming
assets would have an adverse impact on net interest income.
Changes in interest rates also can affect the value of loans, securities and other assets. Rising interest rates will result in a decline in value of the fixed-rate debt
securities we hold in our investment securities portfolio. The unrealized losses resulting from holding these securities would be recognized in accumulated other
comprehensive income and reduce total shareholders’ equity. Unrealized losses do not negatively impact our regulatory capital ratios. However, tangible common
equity and the associated ratios would be reduced. If debt securities in an unrealized loss position are sold, such losses become realized and will reduce our
regulatory capital ratios.
If short-term interest rates remain at their historically low levels for a prolonged period, and if longer term interest rates fall, we could experience net interest
margin compression as our interest earning assets would continue to reprice downward while our interest-bearing liability rates could fail to decline in tandem. This
would have a material adverse effect on our net interest income and our results of operations.
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We could recognize losses on securities held in our securities portfolio, particularly if interest rates increase or economic and market conditions
deteriorate.
Factors beyond our control can significantly influence the fair value of securities in our portfolio and can cause potential adverse changes to the fair value of
these securities. For example, fixed-rate securities acquired by us are generally subject to decreases in market value when interest rates rise. Additional factors
include, but are not limited to, rating agency downgrades of the securities or our own analysis of the value of the security, defaults by the issuer or individual
mortgagors with respect to the underlying securities, or instability in the credit markets. Any of the foregoing factors could cause other-than-temporary impairment
in future periods and result in realized losses. The process for determining whether impairment is other-than-temporary usually requires difficult, subjective
judgments about the future financial performance of the issuer and any collateral underlying the security in order to assess the probability of receiving all
contractual principal and interest payments on the security. Because of changing economic and market conditions affecting interest rates, the financial condition of
issuers of the securities and the performance of the underlying collateral, we may recognize realized and/or unrealized losses in future periods, which could have an
adverse effect on our financial condition and results of operations.
Liquidity risks could affect operations and jeopardize our business, financial condition, and results of operations.
Liquidity is essential to our business. An inability to raise funds through deposits, borrowings, the sale of loans and/or investment securities and through other
sources could have a substantial negative effect on our liquidity. Our most important source of funds consists of our customer deposits. Such deposit balances can
decrease when customers perceive alternative investments, such as the stock market, as providing a better risk/return tradeoff. If customers move money out of
bank deposits and into other investments, we could lose a relatively low cost source of funds, which would require us to seek wholesale funding alternatives in
order to continue to grow, thereby increasing our funding costs and reducing our net interest income and net income.
Other primary sources of funds consist of cash from operations, investment maturities and sales, sale of loans and proceeds from the issuance and sale of our
equity securities to investors. Additional liquidity is provided by our ability to borrow from the Federal Reserve Bank of San Francisco and the Federal Home Loan
Bank of San Francisco. We also may borrow from third-party lenders from time to time. Our access to funding sources in amounts adequate to finance or capitalize
our activities or on terms that are acceptable to us could be impaired by factors that affect us directly or the financial services industry or economy in general, such
as disruptions in the financial markets or negative views and expectations about the prospects for the financial services industry.
Any decline in available funding could adversely impact our ability to continue to implement our strategic plan, including our ability to originate loans, invest
in securities, meet our expenses, or to fulfill obligations such as repaying our borrowings or meeting deposit withdrawal demands, any of which could have a
material adverse impact on our liquidity, business, financial condition and results of operations.
Our business depends on our ability to successfully manage credit risk.
The operation of our business requires us to manage credit risk. As a lender, we are exposed to the risk that our borrowers will be unable to repay their loans
according to their terms, and that the collateral securing repayment of their loans, if any, may not be sufficient to ensure repayment. In addition, there are risks
inherent in making any loan, including risks with respect to the period of time over which the loan may be repaid, risks relating to proper loan underwriting, risks
resulting from changes in economic and industry conditions and risks inherent in dealing with individual borrowers. In order to successfully manage credit risk, we
must, among other things, maintain disciplined and prudent underwriting standards and ensure that our bankers follow those standards. The weakening of these
standards for any reason, such as an attempt to attract higher yielding loans, a lack of discipline or diligence by our employees in underwriting and monitoring
loans, the inability of our employees to adequately adapt policies and procedures to changes in economic or any other conditions affecting borrowers and the
quality of our loan portfolio, may result in loan defaults, foreclosures and additional charge-offs and may necessitate that we significantly increase our allowance
for loan losses, each of which could adversely affect our net income. As a result, our inability to successfully manage credit risk could have a material adverse
effect on our business, financial condition or results of operations.
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An important feature of our credit risk management system is our use of an internal credit risk rating and control system through which we identify, measure,
monitor and mitigate existing and emerging credit risk of our customers. As this process involves detailed analysis of the customer or credit risk, taking into
account both quantitative and qualitative factors, it is subject to human error. In exercising their judgment, our employees may not always be able to assign an
accurate credit rating to a customer or credit risk, which may result in our exposure to higher credit risks than indicated by our risk rating and control system.
Although our management seeks to address possible credit risk proactively, it is possible that the credit risk rating and control system will not identify credit risk in
our loan portfolio and that we may fail to manage credit risk effectively.
Some of our tools and metrics for managing credit risk and other risks are based upon our use of observed historical market behavior and assumptions. We rely
on quantitative models to measure risks and to estimate certain financial values. Models may be used in such processes as determining the pricing of various
products, grading loans and extending credit, measuring interest rates and other market risks, predicting losses, assessing capital adequacy and calculating
regulatory capital levels, as well as estimating the value of financial instruments and balance sheet items. Poorly designed or implemented models present the risk
that our business decisions based on information incorporating such models will be adversely affected due to the inadequacy of that information. Moreover, our
models may fail to predict future risk exposures if the information used in the model is incorrect, obsolete or not sufficiently comparable to actual events as they
occur, or if our model assumptions prove incorrect. We seek to incorporate appropriate historical data in our models, but the range of market values and behaviors
reflected in any period of historical data is not at all times predictive of future developments in any particular period and the period of data we incorporate into our
models may turn out to be inappropriate for the future period being modeled. In such case, our ability to manage risk would be limited and our risk exposure and
losses could be significantly greater than our models indicated.
Risks Related to Our Loans
Because a significant portion of our loan portfolio is comprised of real estate loans, negative changes in the economy affecting real estate values and
liquidity could impair the value of collateral securing our real estate loans and result in loan and other losses.
At December 31, 2018, approximately 86% of our loan portfolio was comprised of loans with real estate as a primary or secondary component of collateral. As
a result, adverse developments affecting real estate values in our market areas could increase the credit risk associated with our real estate loan portfolio. The
market value of real estate can fluctuate significantly in a short period of time as a result of market conditions in the geographic area in which the real estate is
located. Real estate values and real estate markets are generally affected by changes in national, regional or local economic conditions, the rate of unemployment,
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. Adverse changes affecting real estate values and the liquidity of real estate in one or more of our markets
could increase the credit risk associated with our loan portfolio, significantly impair the value of property pledged as collateral on loans and affect our ability to sell
the collateral upon foreclosure without a loss or additional losses, which could result in losses that would adversely affect profitability. Such declines and losses
would have a material adverse impact on our business, results of operations and growth prospects. In addition, if hazardous or toxic substances are found on
properties pledged as collateral, the value of the real estate could be impaired. If we foreclose on and take title to such properties, we may be liable for remediation
costs, as well as for personal injury and property damage. Environmental laws may require us to incur substantial expenses to address unknown liabilities and may
materially reduce the affected property’s value or limit our ability to use or sell the affected property.
Many of our loans are to commercial borrowers, which have a higher degree of risk than other types of loans.
At December 31, 2018, we had $745.2 million of commercial loans, consisting of $503.8 million of commercial real estate loans, $127.4 million of SBA loans,
and $114.0 million of commercial and industrial loans, including trade finance loans, for which real estate is not the primary source of collateral. Commercial loans
represented 85.0% of our total loan portfolio at December 31, 2018. Commercial loans are often larger and involve greater risks than other types of lending.
Because payments on such loans are often dependent on the successful operation or
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development of the property or business involved, repayment of such loans is often more sensitive than other types of loans to adverse conditions in the real estate
market or the general business climate and economy. Accordingly, a downturn in the real estate market and a challenging business and economic environment may
increase our risk related to commercial loans, particularly commercial real estate loans. Unlike home mortgage loans, which generally are made on the basis of the
borrowers’ ability to make repayment from their employment and other income and which are secured by real property whose value tends to be more easily
ascertainable, commercial loans typically are made on the basis of the borrowers’ ability to make repayment from the cash flow of the commercial venture. Our
commercial and industrial loans are primarily made based on the identified cash flow of the borrower and secondarily on the collateral underlying the loans. Most
often, collateral consists of accounts receivable, inventory and equipment. Inventory and equipment may depreciate over time, may be difficult to appraise and may
fluctuate in value based on the success of the business. Accounts receivable may be uncollectable. If the cash flow from business operations is reduced, the
borrower’s ability to repay the loan may be impaired. Due to the larger average size of each commercial loan as compared with other loans such as residential
loans, as well as collateral that is generally less readily-marketable, losses incurred on a small number of commercial loans could have a material adverse impact on
our financial condition and results of operations.
We have a concentration in commercial real estate lending which could cause our regulators to restrict our ability to grow.
As a part of their regulatory oversight, the Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System and the Federal
Deposit Insurance Corporation have issued the Commercial Real Estate (CRE) Concentration Guidance on sound risk management practices with respect to a
financial institution’s concentrations in commercial real estate lending activities. These guidelines were issued in response to the agencies’ concerns that rising
CRE concentrations might expose financial institutions to unanticipated earnings and capital volatility in the event of adverse changes in the commercial real estate
market. Existing guidance reinforces and enhances existing regulations and guidelines for safe and sound real estate lending by providing supervisory criteria,
including numerical indicators to assist in identifying institutions with potentially significant commercial real estate loan concentrations that may warrant greater
supervisory scrutiny. The guidance does not limit banks’ commercial real estate lending, but rather guides institutions in developing risk management practices and
levels of capital that are commensurate with the level and nature of their commercial real estate concentrations. The CRE Concentration Guidance identifies certain
concentration levels that, if exceeded, will expose the institution to additional supervisory analysis with regard to the institution’s CRE concentration risk. The CRE
Concentration Guidance is designed to promote appropriate levels of capital and sound loan and risk management practices for financial institutions with a
concentration of CRE loans. In general, the CRE Concentration Guidance establishes the following supervisory criteria as preliminary indications of possible CRE
concentration risk: (1) the institution’s total construction, land development and other land loans represent 100% or more of total risk-based capital; or (2) total
CRE loans as defined in the regulatory guidelines represent 300% or more of total risk-based capital, and the institution’s CRE loan portfolio has increased by 50%
or more during the prior 36-month period. Pursuant to the CRE Concentration Guidelines, loans secured by owner occupied commercial real estate are not included
for purposes of CRE Concentration calculation. We believe that the CRE Concentration Guidance is applicable to us. As of December 31, 2018, our non-owner
occupied CRE loans represented 262.7% of our total risk-based capital, as compared to 296.7%as of December 31, 2017. Although we are actively working to
manage our CRE concentration and believe that our underwriting policies, management information systems, independent credit administration process, and
monitoring of real estate loan concentrations are currently sufficient to address the CRE Concentration Guidance, the FDIC or other federal regulators could
become concerned about our CRE loan concentrations, and they could limit our ability to grow by, among other things, restricting their approvals for the
establishment or acquisition of branches, or approvals of mergers or other acquisition opportunities.
Our single family residential loan product consists primarily of non-qualified single family home mortgage loans which may be considered less liquid
and more risky.
As of December 31, 2018, our single family home mortgage loan portfolio amounted to $127.3 million or 14.5% of our total loan portfolio . As of December
31, 2018, most of our single family home mortgage loans were non-qualified mortgage loans. We originated $53.2 million and $42.1 million of single family home
mortgage loans for the years ended December 31, 2018 and 2017, respectively. As of December 31, 2018, our non-qualified single family home mortgage loans
had an average loan-to-value of 60%.
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The non-qualified single-family home mortgage loans that we originate are designed to assist mainly Korean-Americans who have recently immigrated to the
United States and those Korean-Americans without sufficient documentation to qualify for a traditional home mortgage loan and as such are willing to provide
higher down payment amounts and pay higher interest rates and fees in return for reduced documentation requirements. Non-qualified single-family home
mortgage loans are considered to have a higher degree of risk and are less liquid than qualified single-family home mortgage loans because non-qualified loans are
not able to be securitized and can only be sold directly to other financial institutions. Qualified loans require a minimum of two years of tax returns for borrowers to
demonstrate their ability to repay the loan and other standard documentation to qualify for securitization. For non-qualified loans we do not require the standard
documentation required for qualified loans. For example, we will typically require only one year of tax returns and only pay-stub verification of employment. We
attempt to address this enhanced risk through our underwriting process, including requiring larger down payments and, in some cases, interest reserves.
Our use of appraisals in deciding whether to make a loan on or secured by real property does not ensure the value of the real property collateral.
In considering whether to make a loan secured by real property we generally require an appraisal of the property. However, an appraisal is only an estimate of
the value of the property at the time the appraisal is conducted, and an error in fact or judgment could adversely affect the reliability of an appraisal. In addition,
events occurring after the initial appraisal may cause the value of the real estate to decrease. As a result of any of these factors the value of collateral securing a loan
may be less than estimated, and if a default occurs we may not recover the outstanding balance of the loan.
The small and medium-sized businesses that we lend to may have fewer resources to weather adverse business developments, which may impair a
borrower’s ability to repay a loan, and such impairment could adversely affect our results of operations and financial condition.
We target our business development and marketing strategy primarily to serve the banking and financial services needs of small to medium-sized businesses.
These businesses generally have fewer financial resources in terms of capital or borrowing capacity than larger entities, frequently have smaller market shares than
their competition, may be more vulnerable to economic downturns, often need substantial additional capital to expand or compete and may experience substantial
volatility in operating results, any of which may impair a borrower’s ability to repay a loan. In addition, the success of a small and medium-sized business often
depends on the management talents and efforts of one or two people or a small group of people, and the death, disability or resignation of one or more of these
people could have a material adverse impact on the business and its ability to repay its loan. If general economic conditions negatively impact the markets in which
we operate and small to medium-sized businesses are adversely affected or our borrowers are otherwise affected by adverse business developments, our business,
financial condition and results of operations may be adversely affected.
We may suffer losses in our loan portfolio despite our underwriting practices.
We mitigate the risks inherent in our loan portfolio by adhering to sound and proven underwriting practices, managed by experienced and knowledgeable credit
professionals. These practices include analysis of a borrower’s prior credit history, financial statements, tax returns, and cash flow projections, valuations of
collateral based on reports of independent appraisers and verifications of liquid assets. Although we believe that our underwriting criteria is appropriate for the
various kinds of loans we make, we may incur losses on loans that meet our underwriting criteria, and these losses may exceed the amounts set aside as reserves in
our allowance for loan loss.
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Lack of seasoning of our loan portfolio could increase risk of credit defaults in the future.
As a result of the organic growth of our loan portfolio over the past five years, a large portion of our loans and of our lending relationships are of relatively
recent origin. In general, loans do not begin to show signs of credit deterioration or default until they have been outstanding for some period of time, a process
referred to as “seasoning.” As a result, a portfolio of older loans will usually behave more predictably than a newer portfolio.
Because a large portion of our portfolio is relatively new, the current level of delinquencies and defaults may not represent the level that may prevail as the
portfolio becomes more seasoned. If delinquencies and defaults increase, we may be required to increase our provision for loan losses, which could materially and
adversely affect our business, financial condition and results of operations. For information about the average age of our loans, see “Management’s Discussion and
Analysis of Financial Condition and Results of Operations-Financial Condition-Non-Performing Loans”.
Risks Related to our SBA Loan Program
Small Business Administration lending is an important part of our business. Our SBA lending program is dependent upon the U.S. federal
government, and we face specific risks associated with originating SBA loans.
Our SBA lending program is dependent upon the U.S. federal government. As an approved participant in the SBA Preferred Lender’s Program (an “SBA
Preferred Lender”), we enable our clients to obtain SBA loans without being subject to the potentially lengthy SBA approval process necessary for lenders that are
not SBA Preferred Lenders. The SBA periodically reviews the lending operations of participating lenders to assess, among other things, whether the lender exhibits
prudent risk management. When weaknesses are identified, the SBA may request corrective actions or impose enforcement actions, including revocation of the
lender’s SBA Preferred Lender status. If we lose our status as an SBA Preferred Lender, we may lose some or all of our customers to lenders who are SBA
Preferred Lenders, and as a result we could experience a material adverse effect to our financial results. Any changes to the SBA program, including but not limited
to changes to the level of guarantee provided by the federal government on SBA loans, changes to program specific rules impacting volume eligibility under the
guaranty program, as well as changes to the program amounts authorized by Congress may also have a material adverse effect on our business. In addition, any
default by the U.S. government on its obligations or any prolonged government shutdown could, among other things, impede our ability to originate SBA loans or
sell such loans in the secondary market, which could materially and adversely affect our business, results of operations and financial condition.
The SBA’s 7(a) Loan Program is the SBA’s primary program for helping start-up and existing small businesses, with financing guaranteed for a variety of
general business purposes. Generally, we sell the guaranteed portion of our SBA 7(a) loans in the secondary market. These sales result in premium income for us at
the time of sale and create a stream of future servicing income, as we retain the servicing rights to these loans. For the reasons described above, we may not be able
to continue originating these loans or sell them in the secondary market. Furthermore, even if we are able to continue to originate and sell SBA 7(a) loans in the
secondary market, we might not continue to realize premiums upon the sale of the guaranteed portion of these loans or the premiums may decline due to economic
and competitive factors. When we originate SBA loans, we incur credit risk on the non-guaranteed portion of the loans, and if a customer defaults on a loan, we
share any loss and recovery related to the loan pro-rata with the SBA. If the SBA establishes that a loss on an SBA guaranteed loan is attributable to significant
technical deficiencies in the manner in which the loan was originated, funded or serviced by us, the SBA may seek recovery of the principal loss related to the
deficiency from us. Generally, we do not maintain reserves or loss allowances for such potential claims and any such claims could materially and adversely affect
our business, financial condition or results of operations.
The laws, regulations and standard operating procedures that are applicable to SBA loan products may change in the future. We cannot predict the effects of
these changes on our business and profitability. Because government regulation greatly affects the business and financial results of all commercial banks and bank
holding companies and especially our organization, changes in the laws, regulations and procedures applicable to SBA loans could adversely affect our ability to
operate profitably.
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The recognition of gains on the sale of loans and servicing asset valuations reflect certain assumptions.
We expect that gains on the sale of U.S. government guaranteed loans will comprise a significant component of our revenue. The gains on such sales
recognized for the year ended December 31, 2018 was $4.8 million. The determination of these gains is based on assumptions regarding the value of unguaranteed
loans retained, servicing rights retained and deferred fees and costs, and net premiums paid by purchasers of the guaranteed portions of U.S. government
guaranteed loans. The value of retained unguaranteed loans and servicing rights are determined based on market derived factors such as prepayment rates, current
market conditions and recent loan sales. Deferred fees and costs are determined using internal analysis of the cost to originate loans. Significant errors in
assumptions used to compute gains on sale of loans or servicing asset valuations could result in material revenue misstatements, which may have a material adverse
effect on our business, results of operations and profitability. In addition, while we believe these valuations reflect fair value and such valuations are subject to
validation by an independent third party, if such valuations are not reflective of fair market value then our business, results of operations and financial condition
may be materially and adversely affected.
The non-guaranteed portion of SBA loans that we retain on our balance sheet as well as the guaranteed portion of SBA loans that we sell could expose
us to various credit and default risks.
We originated $99.4 million for the year ended December 31, 2018, and $99.7 million for the year ended December 31, 2017 of SBA loans. We sold
$85.3 million for the year ended December 31, 2018, and $66.2 million for the year ended December 31, 2017, of the guaranteed portion of our SBA loans. We
generally retain the non-guaranteed portions of the SBA loans that we originate. Consequently, as of December 31, 2018, we held $128.1 million of SBA loans on
our balance sheet, $127.4 million of which consisted of the non-guaranteed portion of SBA loans and $752 thousand, or 1%, consisted of the guaranteed portion of
SBA loans which we intend to sell in 2019. The non-guaranteed portion of SBA loans have a higher degree of credit risk and risk of loss as compared to the
guaranteed portion of such loans. We generally retain the non-guaranteed portions of the SBA loans that we originate and sell, and to the extent the borrowers of
such loans experience financial difficulties, our financial condition and results of operations would be adversely impacted.
When we sell the guaranteed portion of SBA loans in the ordinary course of business, we are required to make certain representations and warranties to the
purchaser about the SBA loans and the manner in which they were originated. Under these agreements, we may be required to repurchase the guaranteed portion of
the SBA loan if we have breached any of these representations or warranties, in which case we may record a loss. In addition, if repurchase and indemnity demands
increase on loans that we sell from our portfolio, our liquidity, results of operations and financial condition could be adversely affected.
Risks Related to Our Deposits
Our deposit portfolio includes significant concentrations and a large percentage of our deposits are attributable to a relatively small number of
clients.
As a commercial bank, we provide services to a number of clients whose deposit levels vary considerably and have some seasonality. Our 10 largest depositor
relationships accounted for approximately 8.0% of our deposits at December 31, 2018. Our largest depositor relationship accounted for approximately 1.2% of our
deposits at December 31, 2018. These deposits can and do fluctuate substantially. The depositors are not concentrated in any industry or business. The loss of any
combination of these depositors, or a significant decline in the deposit balances due to ordinary course fluctuations related to these customers’ businesses, would
adversely affect our liquidity and require us to raise deposit rates to attract new deposits, purchase federal funds or borrow funds on a short-term basis to replace
such deposits. Depending on the interest rate environment and competitive factors, low cost deposits may need to be replaced with higher cost funding, resulting in
a decrease in net interest income and net income. While these events could have a material impact on our results, we expect, in the ordinary course of business, that
these deposits will fluctuate and believe we are capable of mitigating this risk, as well as the risk of losing one of these depositors, through additional liquidity, and
business generation in the future. However, should a significant number of these customers leave, it could have a material adverse impact on us.
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Competition among U.S. banks for customer deposits is intense, may increase the cost of retaining current deposits or procuring new deposits, and
may otherwise negatively affect our ability to grow our deposit base.
Any changes we make to the rates offered on our deposit products to remain competitive with other financial institutions may adversely affect our profitability
and liquidity. Interest-bearing accounts earn interest at rates established by management based on competitive market factors. The demand for the deposit products
we offer may also be reduced due to a variety of factors, such as demographic patterns, changes in customer preferences, reductions in consumers’ disposable
income, regulatory actions that decrease customer access to particular products, or the availability of competing products.
Risks Related to our Management
We are highly dependent on our management team, and the loss of our senior executive officers or other key employees could harm our ability to
implement our strategic plan, impair our relationships with customers and adversely affect our business, results of operations and growth prospects.
Our success depends, in large degree, on the skills of our management team and our ability to retain, recruit and motivate key officers and employees. Our
senior management team has significant industry experience, and their knowledge and relationships would be difficult to replace. Leadership changes will occur
from time to time, and we cannot predict whether significant resignations will occur or whether we will be able to recruit additional qualified personnel.
Competition for senior executives and skilled personnel in the financial services and banking industry is intense, which means the cost of hiring, incentivizing and
retaining skilled personnel may continue to increase. We need to continue to attract and retain key personnel and to recruit qualified individuals to succeed existing
key personnel to ensure the continued growth and successful operation of our business. In addition, as a provider of relationship-based commercial banking
services, we must attract and retain qualified banking personnel to continue to grow our business, and competition for such personnel can be intense. Our ability to
effectively compete for senior executives and other qualified personnel by offering competitive compensation and benefit arrangements may be restricted by
applicable banking laws and regulations as discussed in “Supervision and Regulation—Incentive Compensation.” The loss of the services of any senior executive
and, in particular Ms. Min Kim, our President and Chief Executive Officer, or other key personnel, or the inability to recruit and retain qualified personnel in the
future, could have a material adverse effect on our business, financial condition or results of operations. In addition, to attract and retain personnel with appropriate
skills and knowledge to support our business, we may offer a variety of benefits, which could reduce our earnings.
Risks Related to our Credit Quality
Nonperforming assets take significant time to resolve and adversely affect our results of operations and financial condition, and could result in further
losses in the future.
As of December 31, 2018, our nonperforming loans (which consist of nonaccrual loans, loans past due 90 days or more and still accruing interest and loans
modified under troubled debt restructurings) totaled $1.9 million, or 0.22% of our gross loans, and 0.18% of total assets. We did not have other real estate owned as
of December 31, 2018. In addition, we had $449,000 in accruing loans that were 30-89 days delinquent as of December 31, 2018.
Our nonperforming assets adversely affect our net income in various ways. We do not record interest income on nonaccrual loans or other real estate owned,
thereby adversely affecting our net interest income, net income and returns on assets and equity, and our loan administration costs increase, which together with
reduced interest income adversely affects our efficiency ratio. When we take collateral in foreclosure and similar proceedings, we are required to mark the
collateral to its then-fair market value, which may result in a loss. These nonperforming loans and other real estate owned also increase our risk profile and the level
of capital our regulators believe is appropriate for us to maintain in light of such risks. The resolution of nonperforming assets requires significant time
commitments from management and can be detrimental to the performance of their other responsibilities. If we experience increases in nonperforming loans and
nonperforming assets, our net interest income may be negatively impacted and our loan administration costs could increase, each of which would have an adverse
effect on our net income and related ratios, such as return on assets and equity.
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Our allowance for loan losses may prove to be insufficient to absorb potential losses in our loan portfolio.
We maintain an allowance for loan losses for probable incurred losses in our loan portfolio. The allowance is established through a provision for loan losses
based on management’s evaluation of the risks inherent in the loan portfolio and the general economy. The allowance is also appropriately increased for new loan
growth. The allowance is based upon a number of factors, including the size of the loan portfolio, asset classifications, economic trends, industry experience and
trends, industry and geographic concentrations, estimated collateral values, management’s assessment of the credit risk inherent in the portfolio, historical loan loss
experience and loan underwriting policies. The allowance is only an estimate of the probable incurred losses in the loan portfolio and may not represent actual
losses realized over time, either of losses in excess of the allowance or of losses less than the allowance.
In addition, we evaluate all loans identified as impaired loans and allocate an allowance based upon our estimation of the potential loss associated with those
problem loans. While we strive to carefully manage and monitor credit quality and to identify loans that may be deteriorating, at any time there are loans included
in the portfolio that may result in losses, but that have not yet been identified as non-performing or potential problem loans. Through established credit practices,
we attempt to identify deteriorating loans and adjust the allowance for loan losses accordingly. However, because future events are uncertain and because we
may not successfully identify all deteriorating loans in a timely manner, there may be loans that deteriorate in an accelerated time frame. We cannot be sure that we
will be able to identify deteriorating loans before they become nonperforming assets, or that we will be able to limit losses on those loans that have been so
identified. Changes in economic, operating and other conditions which are beyond our control, including interest rate fluctuations, deteriorating values in
underlying collateral (most of which consists of real estate), and changes in the financial condition of borrowers, may cause our estimate of probable losses or
actual loan losses to exceed our current allowance. As a result, future additions to the allowance may be necessary. Further, because the loan portfolio contains a
number of commercial real estate loans with relatively large balances, deterioration in the credit quality of one or more of these loans may require a significant
increase to the allowance for loan losses.
As of December 31, 2018, our allowance for loan losses as a percentage of total loans held for investment was 1.10% and as a percentage of total
nonperforming loans was 503%. Although management believes that the allowance for loan losses is adequate to absorb probable incurred losses on any existing
loans that may become uncollectible, we may be required to take additional provisions for loan losses in the future to further supplement the allowance for loan
losses, either due to management’s decision to do so or because our banking regulators require us to do so. Our bank regulatory agencies will periodically review
our allowance for loan losses and the value attributed to nonaccrual loans or to real estate acquired through foreclosure and may require us to adjust our
determination of the value for these items. These adjustments may adversely affect our business, financial condition and results of operations.
The current expected credit loss standard established by the Financial Accounting Standards Board will require significant data requirements and
changes to methodologies.
In the aftermath of the 2007-2008 financial crisis, the Financial Accounting Standards Board, or FASB, decided to review how banks estimate losses in the
allowance for loan losses, or ALL, calculation, and it issued the final Current Expected Credit Loss, or CECL, standard on June 16, 2016. Currently, the
impairment model used by financial institutions is based on incurred losses, and loans are recognized as impaired when there is no longer an assumption that future
cash flows will be collected in full under the originally contracted terms. This model will be replaced by the CECL model that will become effective for us for the
fiscal year beginning after December 15, 2019 in which financial institutions will be required to use historical information, current conditions and reasonable
forecasts to estimate the expected loss over the life of the loan. Management established a task force to begin the implementation process. The transition to the
CECL model will require significantly greater data requirements and changes to methodologies to accurately account for expected loss. There can be no assurance
that we will not be required to increase our reserves and ALL as a result of the implementation of CECL.
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Risks Related to our Growth Strategy
We may not be able to continue growing our business, particularly if we cannot increase loans and deposits through organic growth.
We have grown our consolidated assets from $125.5 million as of December 31, 2010 to $1.04 billion as of December 31, 2018, and our deposits from
$103.6 million as of December 31, 2010 to $905.2 million as of December 31, 2018. Our ability to continue to grow successfully will depend to a significant extent
on our capital resources. It also will depend, in part, upon our ability to attract deposits and grow our loan portfolio and investment opportunities and on whether
we can continue to fund growth while maintaining cost controls and asset quality, as well on other factors beyond our control, such as national, regional and local
economic conditions and interest rate trends.
There is risk related to acquisitions.
We plan to continue to grow our business organically. However, from time to time, we may consider opportunistic strategic acquisitions that we believe
support our long-term business strategy. We face significant competition from numerous other financial services institutions, many of which will have greater
financial resources than we do, when considering acquisition opportunities. Accordingly, attractive acquisition opportunities may not be available to us. There can
be no assurance that we will be successful in identifying or completing any future acquisitions. Acquisitions of financial institutions involve operational risks and
uncertainties and acquired companies may have unforeseen liabilities, exposure to asset quality problems, key employee and customer retention problems and other
problems that could negatively affect our organization. We may not be able to complete future acquisitions and, if we do complete such acquisitions, we may not be
able to successfully integrate the operations, management, products and services of the entities that we acquire and eliminate redundancies. The integration process
could result in the loss of key employees or disruption of the combined entity’s ongoing business or inconsistencies in standards, controls, procedures, and policies
that adversely affect our ability to maintain relationships with customers and employees or achieve the anticipated benefits of the transaction. The integration
process may also require significant time and attention from our management that they would otherwise direct at servicing existing business and developing new
business. We may not be able to realize any projected cost savings, synergies or other benefits associated with any such acquisition we complete. We cannot
determine all potential events, facts and circumstances that could result in loss or give assurances that our investigation or mitigation efforts will be sufficient to
protect against any such loss.
Our ability to expand our business or make strategic acquisitions outside of California may be limited by our license agreement that restricts our
ability to use the name “Open Bank.”
The intellectual property rights to the use of our name “Open Bank” will continue to be one of the components of our strategy to build a relationship
community bank focused on the Korean-American population base. We have not registered the trademark “Open Bank” under the trademark laws of the United
States. Open Bank, S.A., a corporation organized and existing under the laws of Spain with its principal office located in Ciudad Grupo Santander, Av. Catabria
Boadilla del Monte Madrid Spain (“Open Bank S.A.”) originally registered the trademark “Open Bank” (U.S. Registration No. 3397518) in 2008 with the United
States Patent and Trademark Office. Open Bank S.A. provides financial services in Spain and solicits financial services in the United States through the internet.
Open Bank S.A. is not licensed to engage in banking services in the United States or California and to our knowledge in any other state in the United States. In
February 2014, we entered into a Coexistence Agreement with Open Bank S.A. (the “Coexistence Agreement”), under which both parties agreed that we may use
the name “Open Bank” in connection with banking and banking related services in the state of California and the cities of New York, Dallas, Atlanta, Chicago,
Seattle and Fort Lee, New Jersey (the “Permitted Markets”). We agreed to limit all of the Bank’s marketing, advertising, publicity, soliciting and or media efforts
using the “Open Bank” name to primarily the Korean-American community in the Permitted Markets, however, we have the right under the Coexistence
Agreement to market through the internet. The Coexistence Agreement states that these limitations are not intended to mean that we should in any way engage in
discriminatory tactics or policy or in any way discriminate against non-Korean-American customers or potential customers. Under the Coexistence Agreement,
Open Bank S.A. retains the right to use and market its services in relation to its registered trademark in any state or territory in the United States. The Bank further
agreed not to challenge Open Bank, S.A.’s trademark registration or any future applications
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by Open Bank S.A. The Coexistence Agreement has no termination date and is perpetual. If Open Bank S.A. decides to become a licensed bank in California or in
any of the other Permitted Markets, depending on its business and marketing plan, there could be confusion created by the use of the name “Open Bank” which
could have a material adverse impact on our ability to build our brand in the Permitted Markets. In addition, if Open Bank, S.A. were to assert that we breached the
Coexistence Agreement, Open Bank, S.A. could file for an injunction, seek to have us change our name or seek monetary damages, all of which could have a
material adverse impact on our financial condition and results of operations. There are no approval rights of either party for any of the actions or omissions that
either party may take under the Coexistence Agreement.
The Coexistence Agreement will limit our potential geographic expansion to the Permitted Markets. Those limitations could affect our overall growth over the
long term. To our knowledge, Open Bank S.A. had not undertaken any actions to engage in any business or marketing activities in the United States other than have
a presence on the internet through their Spanish website.
As we expand our business outside of California markets, we will encounter risks that could adversely affect us.
We primarily operate in California markets with a concentration of Korean-American individuals and businesses. However, one of our strategies is to expand
beyond California into other domestic markets that have concentrations of Korean-American individuals and businesses. For example, we have loan production
operations in Atlanta, Georgia, Aurora, Colorado, Dallas, Texas and Lynnwood and Seattle, Washington, and we intend to open a full service branch in Carrollton,
Texas in the second quarter of 2019, all of which have relatively high concentrations of Korean-American individuals and businesses. In the course of this
expansion, we will encounter significant risks and uncertainties that could have a material adverse effect on our operations. These risks and uncertainties include
increased expenses and operational difficulties arising from, among other things, our ability to attract sufficient business in new markets, to manage operations in
noncontiguous market areas, to comply with all of the various local laws and regulations, and to anticipate events or differences in markets in which we have no
current experience.
We must effectively manage our branch growth strategy.
We seek to expand our franchise safely and consistently. A successful growth strategy requires us to manage multiple aspects of our business simultaneously,
such as following adequate loan underwriting standards, balancing loan and deposit growth without increasing interest rate risk or compressing our net interest
margin, maintaining sufficient capital, maintaining proper systems and controls, and recruiting, training and retaining qualified professionals. We also may
experience a lag in profitability associated with new branch openings. As part of our general growth strategy we may expand into additional communities or
attempt to strengthen our position in our current markets by opening new offices, subject to any regulatory constraints on our ability to open new offices. To the
extent that we are able to open additional offices, we are likely to experience the effects of higher operating expenses relative to operating income from the new
operations for a period of time which would have an adverse effect on our levels of reported net income, return on average equity and return on average assets.
New lines of business or new products and services may subject us to additional risks.
From time to time, we may implement or may acquire new lines of business or offer new products and services within existing lines of business. There are
substantial risks and uncertainties associated with these efforts, particularly in instances where the markets are not fully developed. In developing and marketing
new lines of business and new products and services we may invest significant time and resources. We may not achieve target timetables for the introduction and
development of new lines of business and new products or services and price and profitability targets may not prove feasible. External factors, such as regulatory
compliance obligations, competitive alternatives, and shifting market preferences, may also impact the successful implementation of a new line of business or a
new product or service. Furthermore, any new line of business and/or new product or service could have a significant impact on the effectiveness of our system of
internal controls. Failure to successfully manage these risks in the development and implementation of new lines of business or new products or services could have
a material adverse effect on our business, results of operations and financial condition.
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Risks Related to Our Capital
As a result of the Dodd-Frank Act and recent rulemaking, we are subject to more stringent capital requirements.
In July 2013, the U.S. federal banking authorities approved the implementation of the global Basel III regulatory capital reforms, or the Basel III Capital Rules,
and issued rules effecting certain changes required by the U.S. Dodd-Frank Act. The Basel III Capital Rules are applicable to all U.S. banks that are subject to
minimum capital requirements as well as to bank and saving and loan holding companies, other than “small bank holding companies” (generally bank holding
companies with consolidated assets of less than $1.0 billion). The Basel III Capital Rules not only increase most of the required minimum regulatory capital ratios,
they introduce a new common equity Tier 1 capital ratio and the concept of a capital conservation buffer. The Basel III Capital Rules also expand the current
definition of capital by establishing additional criteria that capital instruments must meet to be considered additional Tier 1 and Tier 2 capital. In order to be a
“well-capitalized” depository institution under the new regime, an institution must maintain: a common equity Tier 1 capital ratio of 6.5% or more; a Tier 1 capital
ratio of 8% or more; a total capital ratio of 10% or more; and a Tier 1 leverage ratio of 5% or more. The Basel III Capital Rules became effective as applied to us
and the Bank on January 1, 2015 with a phase-in period that generally extends through January 1, 2019 for many of the changes.
The failure to meet applicable regulatory capital requirements could result in one or more of our regulators placing limitations or conditions on our activities,
including our growth initiatives, or restricting the commencement of new activities, and could affect customer and investor confidence, our costs of funds and
FDIC insurance costs, our ability to pay dividends on our common stock, our ability to make acquisitions, and our business, results of operations and financial
conditions, generally.
We may need to raise additional capital in the future, and if we fail to maintain sufficient capital, whether due to losses, an inability to raise additional
capital or otherwise, our financial condition, liquidity and results of operations, as well as our ability to maintain regulatory compliance, would be
adversely affected.
We face significant capital and other regulatory requirements as a financial institution. Although management believes that the funds expected to be raised in
this offering will be sufficient to fund operations and growth initiatives for at least the next eighteen to twenty-four months based on our estimated future
operations, we may need to raise additional capital in the future to provide us with sufficient capital resources and liquidity to meet our commitments and business
needs, which could include the possibility of financing acquisitions. In addition, the Company, on a consolidated basis, and the Bank, on a stand-alone basis, must
meet certain regulatory capital requirements and maintain sufficient liquidity. Importantly, regulatory capital requirements could increase from current levels,
which could require us to raise additional capital or contract our operations. Our ability to raise additional capital depends on conditions in the capital markets,
economic conditions and a number of other factors, including investor perceptions regarding the banking industry, market conditions and governmental activities,
and on our financial condition and performance. Any occurrence that may limit our access to the capital markets may adversely affect our capital costs and our
ability to raise capital. Moreover, if we need to raise capital in the future, we may have to do so when many other financial institutions are also seeking to raise
capital and would have to compete with those institutions for investors. Accordingly, we cannot assure you that we will be able to raise additional capital if needed
or on terms acceptable to us. If we fail to maintain capital to meet regulatory requirements, our financial condition, liquidity and results of operations would be
materially and adversely affected.
We are committed to contribute 10% of our consolidated after tax net income to the Open Stewardship Foundation.
The Open Stewardship Foundation is our platform for our community outreach activities. We support the Foundation through our commitment formalized in
the Bank’s by-laws to donate an amount equal to 10% of our consolidated after tax net income to the Foundation, subject to legal and regulatory restrictions. This
commitment, therefore, reduces our net income and our ability to build capital through our retained earnings.
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Other Risks Related to Our Business
We face strong competition from financial services companies and other companies that offer commercial banking services, which could harm our
business.
Our operations consist of offering commercial banking services to generate both interest and noninterest income. Many of our competitors offer the same, or a
wider variety of, banking and related financial services within our market areas. These competitors include national banks, regional banks and other community
banks. We also face competition from many other types of financial institutions, including savings and loan institutions, finance companies, brokerage firms,
insurance companies, credit unions, mortgage banks and other financial intermediaries. In addition, a number of out-of-state financial intermediaries have opened
production offices or otherwise solicit deposits in our market areas. Additionally, we face growing competition from so-called “online businesses” with few or no
physical locations, including online banks, lenders and consumer and commercial lending platforms, as well as automated retirement and investment service
providers. Many of these competing institutions have much greater financial and marketing resources than we have. Due to their size, many competitors can
achieve larger economies of scale and may offer a broader range of products and services than we can. If we are unable to offer competitive products and services,
our business may be negatively affected. Some of the financial services organizations with which we compete are not subject to the same degree of regulation as is
imposed on bank holding companies and federally insured financial institutions or are not subject to increased supervisory oversight arising from regulatory
examinations. As a result, these non-bank competitors have certain advantages over us in accessing funding and in providing various services and they may be
subject to lower regulatory costs.
New technology and other changes are allowing parties to effectuate financial transactions that previously required the involvement of banks. For example,
consumers can maintain funds in brokerage accounts or mutual funds that would have historically been held as bank deposits. Consumers can also complete
transactions such as paying bills and transferring funds directly without the assistance of banks. The process of eliminating banks as intermediaries, known as
“disintermediation,” could result in the loss of fee income, as well as the loss of customer deposits and the related income generated from those deposits. The loss
of these revenue streams and access to lower cost deposits as a source of funds could have a material adverse effect on our business, results of operations and
financial condition.
Increased competition in our markets may result in reduced loans, deposits and commissions and brokers’ fees, as well as reduced net interest margin and
profitability. Ultimately, we may not be able to compete successfully against current and future competitors. If we are unable to attract and retain banking and
mortgage loan customers and expand our sales market for such loans, we may be unable to continue to grow our business, and our financial condition and results of
operations may be adversely affected.
Our modest size makes it more difficult for us to compete.
Our modest size makes it more difficult for us to compete with other financial institutions which are generally larger and can more easily afford to invest in the
marketing and technologies needed to attract and retain customers. Because our principal source of income is the net interest income we earn on our loans and
investments after deducting interest paid on deposits and other sources of funds, our ability to generate the revenues needed to cover our expenses and finance such
investments is limited by the size of our loan and investment portfolios. Accordingly, we are not always able to offer new products and services as quickly as our
competitors. As a smaller institution, we are also disproportionately affected by the continually increasing costs of compliance with new banking and other
regulations.
We focus on marketing our services to a limited segment of the population and any adverse change impacting such segment is likely to have an
adverse impact on us.
Our marketing focuses primarily on the banking needs of small- and medium-sized businesses, professionals and residents in the Korean-American
communities that we serve. This demographic concentration makes us more prone to circumstances that particularly affect this segment of the population. As a
result, our financial condition and results of operations are subject to changes in the economic conditions affecting these communities. Our success depends upon
the business activity, population, income levels, deposits and real estate activity in these communities.
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Although our customers’ business and financial interests may extend well beyond these communities, adverse economic conditions that affect these communities
could reduce our growth rate, affect the ability of our customers to repay their loans to us and generally affect our financial condition and results of operations.
Because of our geographic concentration, we are less able than regional or national financial institutions to diversify our credit risks across multiple markets.
Adverse conditions in Asia and elsewhere could adversely affect our business.
Although we believe we have minimal exposure to customers that have direct economic ties to South Korea and other countries in Asia, we are still likely to
feel the effects of adverse economic and political conditions in South Korea and Asia, including the effects of rising inflation or slowing growth and volatility in the
real estate and stock markets in South Korea and other regions. U.S. and global economic policies, military tensions in North Korea, and unfavorable global
economic conditions may adversely impact the South Korean and other Asian economies. In addition, pandemics and other public health crises or concerns over the
possibility of such crises could create economic and financial disruptions in the region. A significant deterioration of economic conditions in Asia could expose us
to, among other things, economic and transfer risk, and we could experience an outflow of deposits by those of our customers with connections to Asia. Transfer
risk may result when an entity is unable to obtain the foreign exchange needed to meet its obligations or to provide liquidity. This may adversely impact the
recoverability of investments with, or loans made to, such entities. Adverse economic conditions in Asia, and in South Korea in particular, may also negatively
impact asset values and the profitability and liquidity of our customers who operate in this region.
The costs and effects of litigation, investigations or similar matters, or adverse facts and developments related thereto, could materially affect our
business, operating results and financial condition.
We may be involved from time to time in a variety of litigation, investigations or similar matters arising out of our business. It is inherently difficult to assess
the outcome of these matters, and we may not prevail in any proceedings or litigation. Our insurance may not cover all claims that may be asserted against us and
indemnification rights to which we are entitled may not be honored, and any claims asserted against us, regardless of merit or eventual outcome, may harm our
reputation. Should the ultimate judgments or settlements in any litigation or investigation significantly exceed our insurance coverage, they could have a material
adverse effect on our business, financial condition and results of operations. In addition, premiums for insurance covering the financial and banking sectors are
rising. We may not be able to obtain appropriate types or levels of insurance in the future, nor may we be able to obtain adequate replacement policies with
acceptable terms or at historic rates, if at all.
Liabilities from environmental regulations could materially and adversely affect our business and financial condition.
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, investigation and clean-up costs incurred by these parties in
connection with environmental contamination, or may be required to investigate or clear up hazardous or toxic substances, or chemical releases at a property. The
costs associated with investigation or remediation activities could be substantial. In addition, as the owner or former owner of any contaminated site, we may be
subject to common law claims by third parties based on damages, and costs resulting from environmental contamination emanating from the property. If we ever
become subject to significant environmental liabilities, our business, financial condition, liquidity, and results of operations could be materially and adversely
affected.
We may be adversely affected by the soundness of other financial institutions.
Our ability to engage in routine funding transactions could be adversely affected by the actions and commercial soundness of other financial institutions.
Financial services companies are interrelated as a result of trading, clearing, counterparty, and other relationships. We have exposure to different industries and
counterparties, and through transactions with counterparties in the financial services industry, including brokers and dealers, commercial banks, investment banks,
and other institutional clients. As a result, defaults by, or even rumors or questions about, one or more financial services companies, or the financial services
industry generally, have led to
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market-wide liquidity problems and could lead to losses or defaults by us or by other institutions. These losses or defaults could have a material adverse effect on
our business, financial condition, results of operations and growth prospects. Additionally, if our competitors were extending credit on terms we found to pose
excessive risks, or at interest rates which we believed did not warrant the credit exposure, we may not be able to maintain our business volume and could
experience deteriorating financial performance.
Severe weather, natural disasters, acts of war or terrorism and other external events could significantly impact our business.
Severe weather, natural disasters (including fires and earthquakes), acts of war or terrorism and other adverse external events could have a significant impact
on our ability to conduct business. Such events could affect the stability of our deposit base, impair the ability of borrowers to repay outstanding loans, impair the
value of collateral securing loans, cause significant property damage, result in loss of revenue and/or cause us to incur additional expenses. For example, our
primary market areas in California are subject to earthquakes and fires. Operations in our market areas could be disrupted by both the evacuation of large portions
of the population as well as damage to and/or lack of access to our banking and operation facilities. While we have not experienced such event to date, other severe
weather or natural disasters, acts of war or terrorism or other adverse external events may occur in the future. Although management has established disaster
recovery policies and procedures, the occurrence of any such events could have a material adverse effect on our business financial condition and results of
operations.
We have a continuing need for technological change, and we may not have the resources to effectively implement new technology or we may
experience operational challenges when implementing new technology .
The financial services industry is undergoing rapid technological changes with frequent introductions of new technology-driven products and services. In
addition to better serving customers, the effective use of technology increases efficiency and enables financial institutions to reduce costs. Our future success will
depend in part upon our ability to address the needs of our customers by using technology to provide products and services that will satisfy customer demands for
convenience as well as to create additional efficiencies in our operations as we continue to grow and expand our market area. We may experience operational
challenges as we implement these new technology enhancements, or seek to implement them across all of our offices and business units, which could result in us
not fully realizing the anticipated benefits from such new technology or require us to incur significant costs to remedy any such challenges in a timely manner.
Many of our larger competitors have substantially greater resources to invest in technological improvements. As a result, they may be able to offer additional or
superior products to those that we will be able to offer, which would put us at a competitive disadvantage. Accordingly, a risk exists that we will not be able to
effectively implement new technology-driven products and services or be successful in marketing such products and services to our customers.
Risks Related to Our Reputation and Operations
Our ability to maintain our reputation is critical to the success of our business, and the failure to do so may materially adversely affect our business
and the value of our common stock.
We are a community bank, and our reputation is one of the most valuable components of our business. Threats to our reputation can come from many sources,
including adverse sentiment about financial institutions generally, unethical practices, employee misconduct, failure to deliver minimum standards of service or
quality, compliance deficiencies, and questionable or fraudulent activities of our customers. Negative publicity regarding our business, employees, or customers,
with or without merit, may result in the loss of customers, investors and employees, costly litigation, a decline in revenues and increased governmental regulation.
If our reputation is negatively affected, by the actions of our employees or otherwise, our business and, therefore, our operating results and the value of our
common stock may be materially adversely affected.
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Our risk management framework may not be effective in mitigating risks and/or losses to us.
Our risk management framework is comprised of various processes, systems and strategies, and is designed to manage the types of risk to which we are
subject, including, among others, credit, market, liquidity, interest rate
and compliance. Our framework also includes financial or other modeling methodologies that involve management assumptions and judgment. Our risk
management framework may not be effective under all circumstances and may not adequately mitigate any risk or loss to us. If our risk management framework is
not effective, we could suffer unexpected losses and our business, financial condition, results of operations or growth prospects could be materially and adversely
affected. We may also be subject to potentially adverse regulatory consequences.
System failure or breaches of our network security could subject us to increased operating costs as well as litigation and other liabilities.
The computer systems and network infrastructure we use could be vulnerable to hardware and cyber security issues. Our operations are dependent upon our
ability to protect our computer equipment against damage from fire, power loss, telecommunications failure or a similar catastrophic event. We could also
experience a breach by intentional or negligent conduct on the part of employees or other internal or external sources, including our third-party vendors. Any
damage or failure that causes an interruption in our operations could have an adverse effect on our financial condition and results of operations. In addition, our
operations are dependent upon our ability to protect the computer systems and network infrastructure utilized by us, including our internet banking activities,
against damage from physical break-ins, cyber security breaches and other disruptive problems caused by the internet or other users. Such computer break-ins and
other disruptions would jeopardize the security of information stored in and transmitted through our computer systems and network infrastructure, which may result
in significant liability, damage our reputation and inhibit the use of our internet banking services by current and potential customers, any of which may result in a
material adverse impact on our financial condition, results of operations or the market price of our common stock.
We rely heavily on communications, information systems (both internal and provided by third parties) and the internet to conduct our business. Our business is
dependent on our ability to process and monitor large numbers of daily transactions in compliance with legal, regulatory and internal standards and specifications.
In addition, a significant portion of our operations relies heavily on the secure processing, storage and transmission of personal and confidential information, such
as the personal information of our customers and clients.
In addition, several U.S. financial institutions have recently experienced significant distributed denial-of-service attacks, some of which involved sophisticated
and targeted attacks intended to disable or degrade service, or sabotage systems. Other attacks have attempted to obtain unauthorized access to confidential
information or destroy data, often through the introduction of computer viruses or malware, cyber-attacks and other means. To date, none of these types of attacks
have had a material effect on our business or operations. However, no assurances can be provided that we may not suffer from such an attack in the future that may
cause us material harm. Such security attacks can originate from a wide variety of sources, including persons who are involved with organized crime or who may
be linked to terrorist organizations or hostile foreign governments. Those same parties may also attempt to fraudulently induce employees, customers or other users
of our systems to disclose sensitive information in order to gain access to our data or that of our customers or clients. We are also subject to the risk that our
employees may intercept and transmit unauthorized confidential or proprietary information. An interception, misuse or mishandling of personal, confidential or
proprietary information being sent to or received from a customer or third party could result in legal liability, remediation costs, regulatory action and reputational
harm to us.
Although we regularly add additional security measures to our computer systems and network infrastructure to mitigate the possibility of cyber security
breaches, including firewalls and penetration testing, it is difficult or impossible to defend against every risk being posed by changing technologies as well as
criminals intent on committing cyber-crime. Increasing sophistication of cyber criminals and terrorists make keeping up with new threats difficult and could result
in a data security breach. Controls employed by our information technology department and cloud vendors could prove inadequate. A breach of our security that
results in unauthorized access to our data could expose us to a disruption or challenges relating to our daily operations, as well as to data loss, litigation, damages,
fines and penalties, significant increases in compliance costs and reputational damage, any of which could have an adverse effect on our business, financial
condition and results of operations.
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We maintain a system of internal controls and insurance coverage to mitigate against operational risks, including data processing system failures and errors and
customer or employee fraud. If our internal controls fail to prevent or detect an occurrence, or if any resulting loss is not insured or exceeds applicable insurance
limits, it could have a material adverse effect on our business, financial condition and results of operations.
Our operations could be interrupted if our third-party service providers experience difficulty, terminate their services or fail to comply with banking
regulations.
We depend to a significant extent on a number of relationships with third-party service providers. Specifically, we receive core systems processing, essential
web hosting and other internet systems, deposit processing and other processing services from third-party service providers. If these third-party service providers
experience financial, operational, or technological difficulties or terminate their services and we are unable to replace them with other suitable service providers,
our operations could be interrupted. If an interruption were to continue for a significant period of time, our business, financial condition and results of operations
could be adversely affected, perhaps materially. Even if we are able to replace our service providers, it may be at a higher cost to us, which could adversely affect
our business, financial condition and results of operations.
Confidential customer information transmitted through our online banking service is vulnerable to security breaches and computer viruses, which
could expose us to litigation and adversely affect our reputation and ability to generate deposits.
We provide our customers the ability to bank online. The secure transmission of confidential information over the Internet is a critical element of online
banking. Our network could be vulnerable to unauthorized access, computer viruses, phishing schemes and other security problems. We may be required to spend
significant capital and other resources to protect against the threat of security breaches and computer viruses, or to alleviate problems caused by security breaches
or viruses. To the extent that our activities or the activities of our customers involve the storage and transmission of confidential information, security breaches and
viruses could expose us to claims, litigation and other possible liabilities. Any inability to prevent security breaches or computer viruses could also cause existing
customers to lose confidence in our systems and could adversely affect our reputation and our ability to generate deposits.
We depend on the accuracy and completeness of information provided by customers and counterparties and any misrepresented information could
adversely affect our business, financial condition and results of operations.
In deciding whether to extend credit or to enter into other transactions with customers and counterparties, we rely on information furnished to us by or on
behalf of such customers and counterparties, including financial statements and other financial information. Some of the information regarding customers provided
to us is also used in our proprietary credit decision and scoring models, which we use to determine whether to do business with customers and the risk profiles of
such customers which are subsequently utilized by counterparties who lend us capital to fund our operations. We also rely on representations of customers and
counterparties as to the accuracy and completeness of that information and, with respect to financial statements, on reports of independent auditors. While we have
a practice of seeking to independently verify some of the customer information that we use in deciding whether to extend credit or to agree to a loan modification,
including employment, assets, income and credit score, not all customer information is independently verified, and if any of the information that is independently
verified (or any other information considered in the loan review process) is misrepresented and such misrepresentation is not detected prior to loan funding, the
value of the loan may be significantly lower than expected. Whether a misrepresentation is made by the applicant, another third party or one of our employees, we
generally bear the risk of loss associated with the misrepresentation. We may not detect all misrepresented information in our originations or from service providers
we engage to assist in the approval process. Any such misrepresented information could adversely affect our business, financial condition and results of operations.
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Credit and other information that we receive from third parties about a borrower may be inaccurate or may not accurately reflect the borrower’s
creditworthiness, which may cause us to inaccurately price loans.
We obtain borrower credit information from consumer reporting agencies, such as TransUnion, Experian or Equifax, and assign loan grades to loan requests
based on our credit decisions that takes into account reported credit score, other information reported by the consumer reporting agencies and the requested loan
amount, in addition to a variety of other factors. A credit score or loan grade assigned to a borrower may not reflect that borrower’s actual creditworthiness because
the credit score may be based on outdated, incomplete, fraudulent or inaccurate consumer reporting data, and we do not independently verify the information
obtained from the borrower’s credit report. Additionally, there is a risk that, following the date of the credit report that we obtain and review, a borrower may have:
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become delinquent in the payment of an outstanding obligation;
defaulted on a pre-existing debt obligation;
taken on additional debt;
lost his or her job or other sources of income; or
sustained other adverse financial events.
If borrowers default on loans that are not priced correctly, our reputation may be harmed and we may suffer other adverse effects.
We are subject to customer or employee fraud and data processing system failures and errors.
Employee errors and employee and customer misconduct could subject us to financial losses or regulatory sanctions and seriously harm our reputation.
Misconduct by our employees could include hiding unauthorized activities from us, improper or unauthorized activities on behalf of our customers or improper use
of confidential information. It is not always possible to prevent employee errors and misconduct, and the precautions we take to prevent and detect this activity may
not be effective in all cases. Because the nature of the financial services business involves a high volume of transactions, certain errors may be repeated or
compounded before they are discovered and successfully rectified. Our necessary dependence upon processing systems to record and process transactions and our
large transaction volume may further increase the risk that employee tampering or manipulation of those systems will result in losses that are difficult to detect.
Employee errors could also subject us to financial claims for negligence.
Finance and Accounting Risks
Our accounting estimates and risk management processes rely on analytical and forecasting models.
Processes that management uses to estimate our probable credit losses and to measure the fair value of financial instruments, as well as the processes used to
estimate the effects of changing interest rates and other market measures on our financial condition and results of operations, depend upon the use of analytical and
forecasting models. These models reflect assumptions that may not be accurate, particularly in times of market stress or other unforeseen circumstances. Even if
these assumptions are accurate, the models may prove to be inadequate or inaccurate because of other flaws in their design or their implementation.
If the models that management uses for interest rate risk and asset liability management are inadequate, we may incur increased or unexpected losses upon
changes in market interest rates or other market measures. If the
models that management uses for determining our probable credit losses are inadequate, the allowance for loan losses may not be sufficient to support future
charge offs. If the models that management uses to measure the fair value of financial instruments are inadequate, the fair value of such financial instruments
may fluctuate unexpectedly or may not accurately reflect what we could realize upon sale or settlement of such financial instruments. Any such failure in
management’s analytical or forecasting models could have a material adverse effect on our business, financial condition and results of operations.
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The value of our net deferred asset was reduced as a result of the recently enacted federal tax legislation, and we cannot assure that it will be fully
realized.
Deferred tax assets and liabilities are the expected future tax amounts for the temporary differences between the carrying amounts and tax basis of assets and
liabilities computed using enacted tax rates. On December 22, 2017, H.R.1, commonly known as the Tax Cuts and Jobs Act (the “Tax Act”), was signed into law,
which among other items reduces the federal corporate tax rate to 21% from 35%, effective January 1, 2018. U.S. generally accepted accounting principles requires
companies to revalue certain tax-related assets as of the date of enactment of the new legislation with resulting tax effects accounted for in the reporting period of
enactment. As a result, we performed an analysis to determine the impact of the revaluation of our net deferred tax asset. The value of our deferred tax asset was
reduced by $1.3 million and such amount was recorded as a tax expense for the year ended December 31, 2017.
We regularly assess available positive and negative evidence to determine whether it is more likely than not that our net deferred tax asset will be realized.
Realization of a deferred tax asset requires us to apply significant judgment and is inherently speculative because it requires estimates that cannot be made with
certainty. If we were to determine at some point in the future that we will not achieve sufficient future taxable income to realize our net deferred tax asset, we
would be required, under U.S. generally accepted accounting principles, to establish a full or partial valuation allowance which would require us to incur a charge
to operations for the period in which the determination was made.
Changes in accounting standards could materially impact our financial statements.
From time to time, the FASB or the Securities and Exchange Commission, or SEC, may change the financial accounting and reporting standards that govern
the preparation of our financial statements. Such changes may result in us being subject to new or changing accounting and reporting standards. In addition, the
bodies that interpret the accounting standards (such as banking regulators or outside auditors) may change their interpretations or positions on how these standards
should be applied. These changes may be beyond our control, can be hard to predict and can materially impact how we record and report our financial condition
and results of operations. In some cases, we could be required to apply a new or revised standard retrospectively, or apply an existing standard differently, also
retrospectively, in each case resulting in our needing to revise or restate prior period financial statements. Restating or revising our financial statements may result
in reputational harm or may have other adverse effects on us.
Failure to maintain effective internal controls over financial reporting could have a material adverse effect on our business and stock price.
We are not currently required to comply with the rules of the SEC implementing Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act,
and are therefore not required to make a formal assessment of the effectiveness of our internal control over financial reporting for that purpose. Upon becoming
subject to the Securities Exchange Act of 1934, or the Exchange Act, after completion of this offering, we will be required to comply with the SEC’s rules
implementing Sections 302 and 404 of the Sarbanes-Oxley Act, which will require management to certify financial and other information in our quarterly and
annual reports and provide an annual management report on the effectiveness of controls over financial reporting. In particular, we will be required to certify our
compliance with Section 404 of the Sarbanes-Oxley Act beginning with our second annual report on Form 10-K, which will require us to furnish annually a report
by management on the effectiveness of our internal control over financial reporting. Although we are currently an emerging growth company and have elected
additional transitional relief available to emerging growth companies, if we are unable to continue to qualify as an emerging growth company in the future, then our
independent registered public accounting firm will be required to report on the effectiveness of our internal control over financial reporting, beginning as of that
second annual report.
If we identify any material weaknesses in our internal control over financial reporting or are unable to comply with the requirements of Section 404 in a timely
manner or assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an
opinion as to the effectiveness of our internal control over financial reporting once we are no longer an emerging growth company, then: investors, counterparties
and customers may lose confidence in the accuracy and completeness of our financial statements and reports; our liquidity, access to capital markets and
perceptions of our creditworthiness could be adversely affected; and the market price of our common stock could decline. In addition, we could become subject to
investigations by the stock exchange on which our securities are listed, the SEC, the Board of Governors of the Federal Reserve System, the FDIC, the DBO or
other regulatory authorities, which could require additional financial and management resources. These events could have an adverse effect on our business,
financial condition and results of operations.
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The obligations associated with being a public company will require significant resources and management attention, which may divert from our
business operations .
As a result of our initial public offering in March 2018, we became subject to the reporting requirements of the Exchange Act and the Sarbanes-Oxley Act. The
Exchange Act requires that we file annual, quarterly and current reports with respect to our business and financial condition and proxy statements with the SEC.
The Sarbanes-Oxley Act requires, among other things, that we establish and maintain effective internal controls and procedures for financial reporting. As a result,
we will incur significant legal, accounting and other expenses that we did not previously incur. We anticipate that these costs will materially increase our general
and administrative expenses. Furthermore, the need to establish the corporate infrastructure demanded of a public company may divert management’s attention
from implementing our strategic plan, which could prevent us from successfully implementing our growth initiatives and improving our business, results of
operations and financial condition.
Legislative and Regulatory Risks
We are subject to extensive government regulation that could limit or restrict our activities, which in turn may adversely impact our ability to
increase our assets and earnings.
We operate in a highly regulated environment and are subject to supervision and regulation by a number of governmental regulatory agencies, including the
Federal Reserve, the DBO and the FDIC. Regulations adopted by these agencies, which are generally intended to provide protection for depositors and customers
rather than for the benefit of shareholders, govern a comprehensive range of matters relating to ownership and control of our shares, our acquisition of other
companies and businesses, permissible activities for us to engage in, maintenance of adequate capital levels, and other aspects of our operations. These bank
regulators possess broad authority to prevent or remedy unsafe or unsound practices or violations of law. The laws and regulations applicable to the banking
industry could change at any time and we cannot predict the effects of these changes on our business, profitability or growth strategy. Increased regulation could
increase our cost of compliance and adversely affect profitability. Moreover, certain of these regulations contain significant punitive sanctions for violations,
including monetary penalties and limitations on a bank’s ability to implement components of its business plan, such as expansion through mergers and acquisitions
or the opening of new branch offices. In addition, changes in regulatory requirements may add costs associated with compliance efforts. Furthermore, government
policy and regulation, particularly as implemented through the Federal Reserve System, significantly affect credit conditions. Negative developments in the
financial industry and the impact of new legislation and regulation in response to those developments could negatively impact our business operations and
adversely impact our financial performance.
Legislative and regulatory actions taken now or in the future may increase our costs and impact our business, governance structure, financial
condition or results of operations. Proposed legislative and regulatory actions, including changes to financial regulation, may not occur on the
timeframe that is expected, or at all, which could result in additional uncertainty for our business.
We are subject to extensive regulation by multiple regulatory bodies. These regulations may affect the manner and terms of delivery of our services. If we do
not comply with governmental regulations, we may be subject to fines, penalties, lawsuits or material restrictions on our businesses in the jurisdiction where the
violation occurred, which may adversely affect our business operations. Changes in these regulations can significantly affect the services that we provide as well as
our costs of compliance with such regulations. In addition, adverse publicity and damage to our reputation arising from the failure or perceived failure to comply
with legal, regulatory or contractual requirements could affect our ability to attract and retain customers.
Current and recent economic conditions, particularly in the financial markets, have resulted in government regulatory agencies and political bodies placing
increased focus and scrutiny on the financial services industry. The Dodd-Frank Act significantly changed the regulation of financial institutions and the financial
services industry. The Dodd-Frank Act and the regulations thereunder affect large and small financial institutions, including several provisions that will affect how
community banks, thrifts and small bank and thrift holding companies will be regulated in the future.
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The Dodd-Frank Act, among other things: imposed new capital requirements on bank holding companies; changed the base for FDIC insurance assessments to
a bank’s average consolidated total assets minus average tangible equity, rather than upon its deposit base; and permanently raised the current standard deposit
insurance limit to $250,000 and expanded the FDIC’s authority to raise insurance premiums. The Dodd-Frank Act established the Consumer Financial Protection
Bureau (the “CFPB”) as an independent entity within the Federal Reserve, which has broad rulemaking, supervisory and enforcement authority over consumer
financial products and services, including deposit products, home mortgages, home-equity loans and credit cards, and contains provisions on mortgage-related
matters, such as steering incentives, determinations as to a borrower’s ability to repay and prepayment penalties. Although the applicability of certain elements of
the Dodd-Frank Act is limited to institutions with more than $10 billion in assets, there can be no guarantee that such applicability will not be extended in the future
or that regulators or other third parties will not seek to impose such requirements on institutions with less than $10 billion in assets, such as the Bank. Compliance
with the Dodd-Frank Act and its implementing regulations has and will continue to result in additional operating and compliance costs that could have a material
adverse effect on our business, financial condition, results of operations and growth prospects.
President Trump recently signed the Economic Growth, Regulatory Relief and Consumer Protection Act (the “Economic Growth Act”), which repeals or
modifies certain provisions of the Dodd-Frank Act and eases regulations on all but the largest banks. The Economic Growth Act also includes regulatory relief for
certain institutions, whereby among other things, it simplifies capital calculations by requiring regulators to adopt a threshold for a community bank leverage ratio
of between 8% to 10%, institutions under $10 billion in assets that meet such community bank leverage ratio will automatically be deemed to be well-capitalized,
although regulators retain the flexibility to determine that a depository institution may not qualify for the community bank leverage ratio test based on the
institution’s risk profile, and exempts community banks from Section 13 of the Bank Holding Company Act if they have less than $10 billion in total consolidated
assets; and exempts banks with less than $10 billion in assets, and total trading assets and liabilities not exceeding more than five percent of their total assets, from
the Volcker Rule restrictions on trading with their own capital. Additionally, the Economic Growth Act seeks to permit formation and expansion of small bank
holding companies by extending supervisory treatment under the Federal Reserve Board’s Small Bank Holding Company Policy Statement to bank holding
companies with pro forma consolidated assets below the $3 billion threshold. It also permits qualifying depository institutions with under $3 billion in total assets
to benefit from an extended 18-month examination schedule. The Economic Growth Act also adds certain protections for consumers, including veterans and active
duty military personnel, expanded credit freezes and creation of an identity theft protection database.
New proposals for legislation continue to be introduced in the U.S. Congress that could further substantially increase regulation of the financial services
industry, impose restrictions on the operations and general ability of firms within the industry to conduct business consistent with historical practices, including in
the areas of compensation, interest rates, financial product offerings and disclosures, and have an effect on bankruptcy proceedings with respect to consumer
residential real estate mortgages, among other things. Federal and state regulatory agencies also frequently adopt changes to their regulations or change the manner
in which existing regulations are applied
Certain aspects of current or proposed regulatory or legislative changes, including to laws applicable to the financial industry and further changes to the U.S.
corporate tax code, if enacted or adopted, may impact the profitability of our business activities, require more oversight or change certain of our business practices,
including the ability to offer new products, obtain financing, attract deposits, make loans and achieve satisfactory interest spreads, and could expose us to additional
costs, including increased compliance costs. These changes also may require us to invest significant management attention and resources to make any necessary
changes to operations to comply, and could have a material adverse effect on our business, financial condition and results of operations. In addition, any proposed
legislative or regulatory changes, including those that could benefit our business, financial condition and results of operations, may not occur on the timeframe that
is proposed, or at all, which could result in additional uncertainty for our business.
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Monetary policies and regulations of the Federal Reserve could adversely affect our business, financial condition and results of operations.
In addition to being affected by general economic conditions, our earnings and growth are affected by the policies of the Federal Reserve. An important
function of the Federal Reserve is to regulate the money supply and credit conditions. Among the instruments used by the Federal Reserve 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
bank 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 have had a significant effect on the operating results of commercial banks in the past and are
expected to continue to do so in the future. The effects of such policies upon our business, financial condition and results of operations cannot be predicted.
Federal and state regulators periodically examine our business, and we may be required to remediate adverse examination findings.
The Federal Reserve, the FDIC, and the DBO periodically examine our business, including our compliance with laws and regulations. If, as a result of an
examination, a banking agency were to determine that our financial condition, capital resources, asset quality, earnings prospects, management, liquidity or other
aspects of any of our operations had become unsatisfactory, or that we were in violation of any law or regulation, they may take a number of different remedial
actions as they deem appropriate. These actions include the power to enjoin “unsafe or unsound” practices, to require affirmative action to correct any conditions
resulting from any violation or practice, to issue an administrative order that can be judicially enforced, to direct an increase in our capital, to restrict our growth, to
assess civil money penalties, to fine or remove officers and directors and, if it is concluded that such conditions cannot be corrected or there is an imminent risk of
loss to depositors, to terminate our deposit insurance and place us into receivership or conservatorship. Any regulatory action against us could have an adverse
effect on our business, financial condition and results of operations.
We are subject to numerous laws designed to protect consumers, including the Community Reinvestment Act and fair lending laws, and failure to
comply with these laws could lead to a wide variety of sanctions.
The Community Reinvestment Act, the Equal Credit Opportunity Act, the Fair Housing Act and other fair lending laws and regulations prohibit discriminatory
lending practices by financial institutions. The U.S. Department of Justice, federal banking agencies, and other federal agencies are responsible for enforcing these
laws and regulations. A challenge to an institution’s compliance with fair lending laws and regulations could result in a wide variety of sanctions, including
damages and civil money penalties, injunctive relief, restrictions on mergers and acquisitions activity, restrictions on expansion, and restrictions on entering new
business lines. Private parties may also challenge an institution’s performance under fair lending laws in private class action litigation. Such actions could have a
material adverse effect on our business, financial condition, results of operations and growth prospects.
The federal government is increasingly seeking significant monetary damages and penalties against mortgage lenders and servicers under the
Financial Institutions Reform, Recovery, and Enforcement Act of 1989 (“FIRREA”) and the False Claims Act (“FCA”) for making false statements
and seeking reimbursement for ineligible costs and expenses.
The federal government has initiated a number of actions against mortgage lenders and servicers alleging violations of FIRREA and the FCA. Some of the
actions against lenders allege that the lenders sold defective loans to Fannie Mae and Freddie Mac, while representing that the loans complied with the government-
sponsored enterprise’s underwriting guidelines. The federal government has also brought actions against lenders asserting that they submitted claims for loans
insured by the Fair Housing Administration, or FHA, that the lender falsely certified to U.S. Department of Housing and Urban Development met FHA
underwriting requirements that resulted in FHA paying out millions of dollars in insurance claims to cover the defaulted loans. Other allegations involve the Home
Affordable Modification Program (“HAMP”), which is a federal program established to help eligible homeowners impacted by financial hardship by offering them
loan modifications on their mortgages. HAMP requires
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participating mortgage servicers to file annual certifications that they have been truthful and accurate in their HAMP-related activities, including reports they
submitted to the government in which they acknowledged that providing false or fraudulent information may violate the FCA. Actions have also been filed against
certain banks alleging they improperly denied borrowers access to HAMP services, and submitted fraudulent certifications and accepted financial incentives for
HAMP participation. Because these actions carry the possibility for treble damages, many have resulted in settlements totaling in the hundreds of millions of
dollars, as well as required lenders and servicers to make significant changes in their practices.
We may be subject to liability for potential violations of predatory lending laws, which could adversely impact our results of operations, financial
condition and business.
Various U.S. federal, state and local laws have been enacted that are designed to discourage predatory lending practices. The U.S. Home Ownership and Equity
Protection Act of 1994 (“HOEPA”) prohibits inclusion of certain provisions in mortgages that have interest rates or origination costs in excess of prescribed levels
and requires that borrowers be given certain disclosures prior to origination. Some states have enacted, or may enact, similar laws or regulations, which in some
cases impose restrictions and requirements greater than those in HOEPA. In addition, under the anti-predatory lending laws of some states, the origination of
certain mortgages, including loans that are not classified as “high-cost” loans under applicable law, must satisfy a net tangible benefit test with respect to the related
borrower. Such tests may be highly subjective and open to interpretation. As a result, a court may determine that a home mortgage, for example, does not meet the
test even if the related originator reasonably believed that the test was satisfied. If any of our mortgages are found to have been originated in violation of predatory
or abusive lending laws, we could incur losses, which could adversely impact our results of operations, financial condition and business.
Regulatory agencies and consumer advocacy groups are becoming more aggressive in asserting claims that the practices of lenders and loan servicers
result in a disparate impact on protected classes.
Antidiscrimination statutes, such as the Fair Housing Act and the Equal Credit Opportunity Act (“ECOA”), prohibit creditors from discriminating against loan
applicants and borrowers based on certain characteristics, such as race, religion and national origin. Various federal regulatory agencies and departments, including
the U.S. Department of Justice and the CFPB, take the position that these laws apply not only to intentional discrimination, but also to neutral practices that have a
disparate impact on a group that shares a characteristic that a creditor may not consider in making credit decisions protected classes (i.e., creditor or servicing
practices that have a disproportionate negative affect on a protected class of individuals). These regulatory agencies, as well as consumer advocacy groups and
plaintiffs’ attorneys, are focusing greater attention on “disparate impact” claims. The U.S. Supreme Court recently confirmed that the “disparate impact” theory
applies to cases brought under the Fair Housing Act, while emphasizing that a causal relationship must be shown between a specific policy of the defendant and a
discriminatory result that is not justified by a legitimate objective of the defendant. Although it is still unclear whether the theory applies under ECOA, regulatory
agencies and private plaintiffs can be expected to continue to apply it to both the Fair Housing Act and ECOA in the context of mortgage lending and servicing. To
extent that the “disparate impact” theory continues to apply, we will be faced with significant administrative burdens in attempting to comply, and potential liability
for failures to comply.
In addition to reputational harm, violations of the ECOA and the Fair Housing Act can result in actual damages, punitive damages, injunctive or equitable
relief, attorneys’ fees and civil money penalties.
We face a risk of noncompliance and enforcement action with the Bank Secrecy Act and other anti-money laundering statutes and regulations.
The Bank Secrecy Act, the USA Patriot Act and other laws and regulations require financial institutions, among other duties, to institute and maintain an
effective anti-money laundering program and to file reports such as suspicious activity reports and currency transaction reports. We are required to comply with
these and other anti-money laundering requirements. The federal banking agencies and Financial Crimes Enforcement Network are authorized to impose significant
civil money penalties for violations of those requirements and have recently engaged in coordinated enforcement efforts against banks and other financial services
providers with the U.S. Department of Justice, Drug Enforcement Administration and Internal Revenue Service. We are also subject to increased scrutiny of
compliance with the rules enforced by the Office of Foreign Assets Control. If our policies, procedures and systems are deemed deficient, we would be subject to
liability, including fines and regulatory actions, which may include restrictions on our ability to pay dividends and the necessity to obtain regulatory approvals to
proceed with certain aspects of our business plan, including our acquisition plans.
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Failure to maintain and implement adequate programs to combat money laundering and terrorist financing could also have serious reputational consequences
for us. Any of these results could have a material adverse effect on our business, financial condition, results of operations and growth prospects.
The Federal Reserve may require us to commit capital resources to support the Bank.
As a matter of policy, the Federal Reserve expects a bank holding company to act as a source of financial and managerial strength to a subsidiary bank and to
commit resources to support such subsidiary bank. The Dodd-Frank Act codified the Federal Reserve’s policy on serving as a source of financial strength. Under
the “source of strength” doctrine, the Federal Reserve may require a bank holding company to make capital injections into a troubled subsidiary bank and may
charge the bank holding company with engaging in unsafe and unsound practices for failure to commit resources to a subsidiary bank. A capital injection may be
required at times when the bank holding company may not have the resources to provide it and therefore may be required to borrow the funds or raise capital. Any
loans by a bank holding company to its subsidiary banks are subordinate in right of payment to deposits and to certain other indebtedness of such subsidiary bank.
In the event of a bank holding company’s bankruptcy, the bankruptcy trustee will assume any commitment by the bank holding company to a federal bank
regulatory agency to maintain the capital of a subsidiary bank. Moreover, bankruptcy law provides that claims based on any such commitment will be entitled to a
priority of payment over the claims of the institution’s general unsecured creditors, including the holders of its note obligations. Thus, any borrowing that must be
incurred by us to make a required capital injection to Open Bank becomes more difficult and expensive and could have an adverse effect on our business, financial
condition and results of operations.
Potential limitations on incentive compensation contained in proposed federal agency rulemaking may adversely affect our ability to attract and
retain our highest performing employees.
During the second quarter of 2016, the Federal Reserve and the FDIC, along with other U.S. regulatory agencies, jointly published proposed rules designed to
implement provisions of the Dodd-Frank Act prohibiting incentive compensation arrangements that would encourage inappropriate risk taking at covered financial
institutions, which includes a bank or bank holding company with $1 billion or more in assets. It cannot be determined at this time whether or when a final rule will
be adopted and whether compliance with such a final rule will substantially affect the manner in which we structure compensation for our executives and other
employees once the Bank has assets exceed $1 billion. Depending on the nature and application of the final rules, we may not be able to compete successfully with
certain financial institutions and other companies that are not subject to some or all of the rules to retain and attract executives and other high performing
employees. If this were to occur, relationships that we have established with our clients may be impaired and our business, financial condition and results of
operations could be adversely affected, perhaps materially.
Risks Related to Our Common Stock
The trading volume in our common stock is less than that of other larger financial services companies.
Although our common stock is listed for trading on the Nasdaq Global Market its trading volume is generally less than that of other, larger financial services
companies, and investors are not assured that a liquid market will exist at any given time for our common stock. A public trading market having the desired
characteristics of depth, liquidity and orderliness depends on the presence in the marketplace at any given time of willing buyers and sellers of our common stock.
This presence depends on the individual decisions of investors and general economic and market conditions over which we have no control. Given the lower
trading volume of our common stock, significant sales of our common stock, or the expectation of these sales, could cause our stock price to fall.
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The trading price of our common stock could be volatile.
The market price of our common stock following this offering may be volatile and could be subject to wide fluctuations in price in response to various factors,
some of which are beyond our control. These factors include, among other things:
•
•
•
•
•
•
•
•
•
•
actual or anticipated variations in our quarterly results of operations;
recommendations by securities analysts;
operating and stock price performance of other companies that investors deem comparable to us;
news reports relating to trends, concerns and other issues in the financial services industry generally;
perceptions in the marketplace regarding us and/or our competitors;
fluctuations in the stock price and operating results of our competitors;
domestic and international economic factors unrelated to our performance;
general market conditions and, in particular, developments related to market conditions for the financial services industry.
new technology used, or services offered, by competitors; and
changes in government regulations.
In addition, if the market for stocks in our industry, or the stock market in general, experiences a loss of investor confidence, the trading price of our common
stock could decline for reasons unrelated to our business, financial condition or results of operations. If any of the foregoing occurs, it could cause our stock price
to fall and may expose us to lawsuits that, even if unsuccessful, could be costly to defend and a distraction to management.
An investment in our common stock is not an insured deposit.
An investment in our common stock is not a bank deposit and, therefore, is not insured against loss by the FDIC, any other deposit insurance fund or by any
other public or private entity. Investment in our common stock is inherently risky for the reasons described herein, and is subject to the same market forces that
affect the price of common stock in any company. As a result, if you acquire our common stock, you could lose some or all of your investment.
If equity research analysts do not publish research or reports about our business, or if they do publish such reports but issue unfavorable
commentary or downgrade our common stock, the price and trading volume of our common stock could decline.
The trading market for our common stock could be affected by whether equity research analysts publish research or reports about us and our business. We
cannot predict at this time whether any research analysts will publish research and reports on us and our common stock. If one or more equity analysts do cover us
and our common stock and publish research reports about us, the price of our stock could decline if one or more securities analysts downgrade our stock or if those
analysts issue other unfavorable commentary or cease publishing reports about us or our business.
If any of the analysts who elect to cover us downgrades our stock, our stock price could decline rapidly. If any of these analysts ceases coverage of us, we
could lose visibility in the market, which in turn could cause our common stock price or trading volume to decline and our common stock to be less liquid.
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Our recent dividend policy may change without notice, and our future ability to pay dividends is subject to restrictions.
We most recently announced that our board of directors plan to declare quarterly cash dividends in 2019 most recently declared cash dividends. However, we
have no obligation to continue doing so and may change our dividend policy at any time without notice to holders of our common stock. Holders of our common
stock are only entitled to receive such cash dividends, as our board of directors, in its discretion, may declare out of funds legally available for such payments.
Furthermore, consistent with our strategic plans, growth initiatives, capital availability, projected liquidity needs, and other factors, we have made, and will
continue to make, capital management decisions and policies that could adversely affect the amount of dividends paid to holders of our common stock.
We are a separate and distinct legal entity from our subsidiary, the Bank. We receive substantially all of our revenue from dividends from the Bank, which we
use as the principal source of funds to pay our expenses. Various federal and/or state laws and regulations limit the amount of dividends that the Bank may pay us.
Such limits are also tied to the earnings of our subsidiary. If the Bank does not receive regulatory approval or if the Bank’s earnings are not sufficient to make
dividend payments to us while maintaining adequate capital levels, our ability to pay our expenses and our business, financial condition or results of operations
could be materially and adversely impacted.
As a bank holding company, we are subject to regulation by the Federal Reserve. The Federal Reserve has indicated that bank holding companies should
carefully review their dividend policy in relation to the organization’s overall asset quality, current and prospective earnings and level, composition and quality of
capital. The guidance provides that we inform and consult with the Federal Reserve prior to declaring and paying a dividend that exceeds earnings for the period for
which the dividend is being paid or that could result in an adverse change to our capital structure, including interest on our debt obligations. If required payments
on our debt obligations are not made or are deferred, or dividends on any preferred stock we may issue are not paid, we will be prohibited from paying dividends on
our common stock.
The Basel III capital rules also introduced a new capital conservation buffer on top of the minimum risk-based capital ratios. Failure to maintain a capital
conservation buffer above certain levels will result in restrictions on the Bank’s ability to make dividend payments, redemptions or other capital distributions.
These requirements, and any other new regulations or capital distribution constraints, could adversely affect the ability of the Bank to pay dividends to the
Company and, in turn, affect our ability to pay dividends on our common stock.
We have limited the circumstances in which our directors will be liable for monetary damages.
We have included in our articles of incorporation a provision to eliminate the liability of directors for monetary damages to the maximum extent permitted by
California law. The effect of this provision will be to reduce the situations in which we or our shareholders will be able to seek monetary damages from our
directors. Our bylaws also have a provision providing for indemnification of our directors and executive officers and advancement of litigation expenses to the
fullest extent permitted or required by California law, including circumstances in which indemnification is otherwise discretionary. Also, we have entered into
agreements with our officers and directors in which we similarly agreed to provide indemnification that is otherwise discretionary. Such indemnification may be
available for liabilities arising in connection with this offering.
Future equity issuances could result in dilution, which could cause our common stock price to decline.
We are generally not restricted from issuing additional shares of our common stock, up to the 50 million shares of voting common stock and 10 million shares
of preferred stock authorized in our articles of incorporation (subject to Nasdaq shareholder approval rules), which in each case could be increased by a vote of a
majority of our shares. We may issue additional shares of our common stock in the future pursuant to current or future equity compensation plans, upon
conversions of preferred stock or debt, upon exercise of warrants or in connection with future acquisitions or financings. If we choose to raise capital by selling
shares of our common stock for any reason, the issuance could have a dilutive effect on the holders of our common stock and could have a material negative effect
on the market price of our common stock.
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We may issue shares of preferred stock in the future, which could make it difficult for another company to acquire us or could otherwise adversely
affect holders of our common stock, which could depress the price of our common stock.
Although there are currently no shares of our preferred stock issued and outstanding, our articles of incorporation authorize us to issue up to 10 million shares
of one or more series of preferred stock. Our board of directors also has the power, without shareholder approval (subject to Nasdaq shareholder approval rules), to
set the terms of any series of preferred stock that may be issued, including voting rights, dividend rights, preferences over our common stock with respect to
dividends or in the event of a dissolution, liquidation or winding up and other terms. In the event that we issue preferred stock in the future that has preference over
our common stock with respect to payment of dividends or upon our liquidation, dissolution or winding up, or if we issue preferred stock with voting rights that
dilute the voting power of our common stock, the rights of the holders of our common stock or the market price of our common stock could be adversely affected.
In addition, the ability of our board of directors to issue shares of preferred stock without any action on the part of our shareholders (subject to Nasdaq shareholder
approval rules) may impede a takeover of us and prevent a transaction perceived to be favorable to our shareholders.
Provisions in our charter documents and California law may have an anti-takeover effect, and there are substantial regulatory limitations on changes
of control of bank holding companies.
Provisions of our charter documents and the California General Corporation Law, or the CGCL, could make it more difficult for a third party to acquire us,
even if doing so would be perceived to be beneficial by our shareholders. Furthermore, with certain limited exceptions, federal regulations prohibit a person or
company or a group of persons deemed to be “acting in concert” from, directly or indirectly, acquiring more than 10% (5% if the acquirer is a bank holding
company) of any class of our voting stock or obtaining the ability to control in any manner the election of a majority of our directors or otherwise direct the
management or policies of our company without prior notice or application to and the approval of the Federal Reserve. Accordingly, prospective investors need to
be aware of and comply with these requirements, if applicable, in connection with any purchase of shares of our common stock. Moreover, the combination of
these provisions effectively inhibits certain mergers or other business combinations, which, in turn, could adversely affect the market price of our common stock.
We are an “emerging growth company,” and the reduced regulatory and reporting requirements applicable to emerging growth companies may make
our common stock less attractive to investors.
We are an “emerging growth company,” as described in the JOBS Act. For as long as we continue to be an emerging growth company, we may take advantage
of reduced regulatory and reporting requirements that are otherwise generally applicable to public companies. These include, without limitation, not being required
to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, reduced financial reporting requirements, reduced disclosure
obligations regarding executive compensation, and exemptions from the requirements of holding non-binding advisory votes on executive compensation and
golden parachute payments. We cannot predict if investors will find our common stock less attractive because of our reliance on certain of these exemptions. If
some investors find our common stock less attractive as a result, then there may be a less active trading market for our common stock, our stock price may be more
volatile and the price of our common stock may decline.
Item 1B. Unresolved Staff Comments.
None
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Item 2. Pro perties.
Corporate
Offices
Our corporate offices are located at 1000 Wilshire Blvd., Los Angeles, California, 90017 on the fifth floor of a twenty-two story Class-A type office building.
Our corporate office space consists of 15,239 square feet and is subject to a lease which expires in December 2024. The current monthly rent for the fifth floor, is
$29,444 and is subject to 3% annual increases until the lease expires. We have one five-year option to extend the term of the lease.
Branch
Offices
Office
Wilshire
Office
Fashion
District
Office
Aroma
Office
Olympic
Office
Western
Office
Gardena
Office
Buena
Park
Office
Santa
Clara
Office
Carrollton
Office
(*)
Location
1000 Wilshire Blvd.,
Los Angeles, CA 90017
747 East 10th Street, 3 rd Floor
Los Angeles, CA 90021
3680 Wilshire Blvd.
Los Angeles, CA 90010
3030 West Olympic Blvd.
Los Angeles, CA 90006
550 South Western Avenue
Los Angeles, CA 90020
15435 South Western Avenue
Gardena, CA 90249
5141 Beach Blvd.
Buena Park, CA 90621
2998 East El Camino Real
Santa Clara, CA 95051
2540 Old Denton Road
Carrollton, TX 75006
*We anticipate the Carrollton Office to initiate operations in the second quarter of 2019.
Wilshire
Office
. The Wilshire Office is located on the first floor at 1000 Wilshire Blvd, Los Angeles, California, where our corporate offices are also located.
The branch consists of 11,115 square feet and is subject to a lease dated December 2013, which expires in December 2024. The current monthly rent is $21,476 and
is subject to 3% annual increases until the lease expires. We have one five-year option to extend the term of the lease.
Fashion
District
Office
. In July 2012, we leased approximately 2,189 square feet on the third floor in a four-story multi-tenant multi-use stand-alone building.
The initial five-year lease expired in July 2017 and we renewed for another five years at a monthly rent of $5,144.
Aroma
Office
. In June 2013, we leased approximately 2,734 square feet on the ground floor in a five-story multi-tenant multi-use stand-alone building located
in Koreatown, Los Angeles, California. The current monthly rent is $8,166 and is subject to annual increases equal to the Consumer Price Index (CPI), not to
exceed 3% until the lease expires in June 2023. We have reserved the right to extend the term of the lease for two additional periods of five years.
Olympic
Office
. In April 2014, we leased approximately 3,800 square feet in a one-story shopping strip building. The current monthly rent is $9,500 plus
common area maintenance charges until the end of 2019, and is subject to annual CPI adjustments thereafter until the lease expires in March 2024. We have
reserved the right to extend the term of the lease for two additional periods of five years.
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Western
Office
. In June 2015, we leased approximately a 12,450 square feet building. The current monthly rent is $43,600 and is subject to annual increases
until the lease expires in May 2025. We have reserved the right to extend the term of the lease for two additional periods of five years. The branch utilizes
approximately 4,000 square feet and the remaining space, including the common area, is being used by three other departments.
Gardena
Office
. In September 2012, we leased approximately 1,520 square feet on the first floor in a two-story multi-tenant multi-use stand-alone building.
The current monthly rent payment is $3,914 for the remaining lease expires in 2022. We have reserved the right to extend the term of the lease for one additional
period of five years.
Buena
Park
Office
. In March 2013, we leased approximately 3,047 square feet in a newly built class A shopping strip building. The current monthly rent is
$11,077 and is subject to annual increases based on the CPI until the lease expires in March 2023. We have reserved the right to extend the term of the lease for two
additional periods of five years.
Santa
Clara
Office
. In August 2017, we leased approximately 2,678 square feet in a building. The current monthly rent is $9,597 and is fixed until August
2020 and is subject to annual increases of 3% thereafter until the lease expires in August 2027. We have reserved the right to extend the term of the lease for two
additional periods of five years.
Carrollton
Office
. In September 2018, we leased approximately 5,532 square feet in a commercial shopping center. The monthly rent is fixed at $16,135
beginning April 2019 until April 2024 and is subject to an increase to $18,440 thereafter for the next five years until the lease expires in April 2029. We have
reserved the right to extend the term of the lease for two additional periods of five years. We anticipate the branch to initiate operations in the second quarter of
2019.
Loan
Production
Offices
We maintain loan production offices in Atlanta, Georgia, Aurora, Colorado, Dallas, Texas and Lynnwood and Seattle, Washington.
Item 3. Legal Proceedings.
In the normal course of business, we are subject to legal proceedings or claims. There are currently no legal claims filed against the Company.
Item 4. Mine Safety Disclosures.
Not applicable.
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PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Our common stock is traded on the NASDAQ Global Market under the symbol “OPBK.”
Prior to March 31, 2018, our common stock traded on the OTCQB Market.
The following table sets forth the quarterly range of high and low closing prices of our common stock. The quarters ending before March 31, 2018 reflect
prices quoted on the OTCQB Market.
Quarters Ending
December 31, 2018
September 30, 2018
June 30, 2018
March 31, 2018
December 31, 2017
September 30, 2017
June 30, 2017
March 31, 2017
Holders
High
Low
$
$
$
$
$
$
$
$
12.10 $
14.10 $
13.08 $
13.05 $
9.95 $
9.30 $
7.90 $
7.70 $
8.07
10.12
11.54
9.78
9.11
7.75
7.30
6.95
On March 15, 2019, we had approximately 840 record holders of our common stock.
Dividends
The Company paid no cash dividends during 2018 or 2017. In 2019, we announced a quarterly cash dividend at $0.05 per share ($0.20 per share on an
annualized basis and an annual yield of approximately 2.3% based on a common share price of $8.87 per share at December 31, 2018). We believe that the
proposed level of dividends is reasonable based on our review of our overall risk profile, and an evaluation of our current and anticipated capital, asset quality,
earnings, liquidity and sensitivity position. However, the amount of dividends to be paid will be subject to our capital requirements, our financial condition and
results of operations, tax considerations, statutory and regulatory limitations, and general economic conditions. We cannot assure you that we will pay dividends in
the future, or that any such dividends will not be reduced or eliminated in the future.
Securities Authorized for Issuance Under Equity Compensation Plans
None.
Recent Sales of Unregistered Securities
None
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
On January 25, 2019, the Company announced that the board of directors approved a stock repurchase program that authorizes the Company to repurchase up
to 400,000 shares of its common stock in open market. The Company may purchase share in open market transactions, through block trades, in privately negotiated
transactions, or by other trading plans as determined by the Company’s management. The repurchase program may be suspended, terminated, or modified at any
time. The time of purchases and amount of share repurchase may be affected by variety factors including market conditions, price, trading volume and regulatory
requirements. The Company has repurchased 258,885 shares as of March 15, 2019.
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Item 6. Selected Financial Data.
The following table presents selected financial and other data for each of the years in the three-year period ended December 31, 2018. The information should
be read in conjunction with the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, as well as our
consolidated financial statements and the related notes included elsewhere in this report.
Income Statement Data:
Interest income
Interest expense
Net interest income
Provision for loan losses
Non-interest income
Non-interest expense
Income before taxes
Provision for income taxes
Net income
Per Share Data:
Basic income per share
Diluted income per share
Book value per share (at period end)
Shares of common stock outstanding
Weighted average diluted shares
Balance Sheet Data:
Loans held for investment
Loans held for sale
Allowance for loan losses
Total assets
Deposits
Shareholders’ equity
Performance Ratios:
Return on average assets
Return on average equity
Yield on total loans
Yield on average earning assets
Cost of average interest bearing liabilities
Cost of deposits
Net interest margin
Efficiency ratio (1)
Asset Quality Data (at Period End):
Net charge-offs to average loans held for investment
Nonperforming assets to loans held for investment plus OREO
ALL to nonperforming loans
ALL to loans held for investment
Balance Sheet and Capital Ratios:
Loans held for investment to deposits
Noninterest bearing deposits to deposits
Average equity to average total assets
Leverage ratio
Common equity tier 1 ratio
Tier 1 risk-based capital ratio
Total risk-based capital ratio
2018
As of or for the year ended December 31,
2017
(dollars in thousands, except per share data)
2016
$
$
$
$
$
$
$
$
$
$
50,068
9,111
40,957
1,267
9,329
29,562
19,457
5,204
14,253
0.92
0.89
8.18
15,860,306
15,551,063
875,059
752
9,636
1,044,186
905,176
129,787
$
$
$
$
$
40,283
4,573
35,710
1,311
8,986
26,257
17,128
7,892
9,236
0.68
0.66
6.94
13,190,527
13,485,791
748,024
15,739
9,139
900,999
773,306
91,480
1.49%
12.27
5.76
5.49
1.59
1.09
4.49
58.79
0.09%
0.22
503.45
1.10
96.67%
31.50
12.11
12.88
15.13
15.13
16.26
1.13%
10.63
5.48
5.20
0.97
0.62
4.61
58.74
0.01%
0.14
881.29
1.22
96.73%
37.43
10.59
10.46
12.26
12.26
13.49
31,701
3,371
28,330
1,682
9,007
23,334
12,320
4,895
7,425
0.55
0.53
6.30
12,896,548
13,158,155
674,227
1,646
7,910
761,250
661,784
81,284
1.08%
9.69
5.20
4.85
0.83
0.56
4.34
62.50
0.03%
0.09
1,373.26
1.17
101.88%
37.38
11.18
10.89
12.20
12.20
13.40
(1) Represents non-interest expense divided by the sum of net interest income plus non-interest income.
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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, 2018, 2017 and
2016. This discussion should be read in conjunction with the “Selected Financial Data” and our consolidated financial statements and related notes included
elsewhere in this report. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Certain risks,
uncertainties and other factors, including but not limited to those set forth under “Cautionary Note Regarding Forward-Looking Statements,” “Risk Factors” and
elsewhere in this report, may cause actual results to differ materially from those projected in the forward looking statements.
Overview
We are a bank holding company headquartered in Los Angeles, California. Our commercial community banking activities are operated through Open Bank,
our banking subsidiary. We offer commercial banking services to small and medium-sized businesses, their owners and retail customers primarily in the Korean-
American community.
Our results of operations depend primarily on our net interest income. We drive our income from interest received on our loan portfolio, and fee income we
receive in connection with our deposits and the sale and service of SBA loans. Our major operating expenses are the interest we pay on deposits, the salaries and
related benefits we pay our management and staff and the rent we pay on our leased properties. We rely primarily on locally-generated deposits, mostly from the
Korean-American market within California, to fund our loan activities. We currently operate seven branches in Los Angeles County and Orange County, one
branch in Santa Clara County, and we anticipate opening a branch in Carrollton, Texas in the second quarter of 2019. We have five loan production offices in
Atlanta, Georgia, Aurora, Colorado, Dallas, Texas, and Lynnwood and Seattle, Washington.
As of December 31, 2018, we had total assets of $1.04 billion, gross loans of $875.1 million, total deposits of $905.2 million, and total consolidated
shareholders’ equity of $129.8 million. For the years ended December 31, 2018, 2017 and 2016, we recorded net income of $14.3 million, $9.2 million, and
$7.4 million, respectively.
The following significant items are of note for the year ended December 31, 2018:
•
•
•
•
•
•
Net income totaled $14.3 million or $0.89 per diluted common share for the 2018, up from $9.2 million or $0.66 for 2017
Net interest income increased to $41.0 million, up 14.7% from $35.7 million for 2017
Total assets of $1.04 billion, a 15.9% increase over 2018
Net loans receivable of $865.4 million, a 17.1% increase over 2018
Total deposits of $905.2 million, a 17.1% increase over 2018
Shareholders’ equity of $129.8 million, a 41.9% increase over 2018
Completion of Initial Public Offering
On March 27, 2018, we completed our initial public offering of common stock, pursuant to which we sold an aggregate of 2,300,000 shares of our common
stock at a public offering price of $11.00 per share, for aggregate net proceeds of approximately $22.6 million, after deducting underwriter discounts and
commissions paid by us of approximately $1.7 million and other offering expenses of approximately $961,000.
Critical Accounting Policies and Estimates
Our accounting and reporting policies conform to accounting principles generally accepted in the United States of America (“GAAP”) and conform to general
practices within the industry in which we operate. To prepare financial statements in conformity with GAAP, management makes estimates, assumptions and
judgments based on available information. These estimates, assumptions and judgments affect the amounts reported in the financial statements and accompanying
notes. These estimates, assumptions and judgments are based on information available as of the date of the financial statements and, as this information changes,
actual results could differ from the estimates, assumptions and judgments reflected in the financial statement. In particular, management has identified several
accounting policies that, due to the estimates, assumptions and judgments inherent in those policies, are critical in understanding our financial statements.
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The following is a discussion of the critical accounting policies and significant estimates that require us to make complex and subjective judgments. Additional
information about these policies can be found in the “Notes to Consolidated Financial Statements, Note 1. Summary of Significant Accounting Policies .”
Allowance for Loan Losses
The allowance for loan losses is a valuation allowance for probable incurred credit losses. Loan losses are charged against the allowance when management
believes the uncollectibility of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance. Management estimates the allowance
balance required using past loan loss experience, the nature and volume of the portfolio, information about specific borrower situations and estimated collateral
values, economic conditions, and other factors. Allocations of the allowance may be made for specific loans, but the entire allowance is available for any loan that,
in management’s judgment, should be charged off.
The allowance for loan losses is maintained at a level that management believes is appropriate to provide for known and inherent incurred loan losses as of the
date of the consolidated balance sheet and we have established methodologies for the determination of its adequacy. The methodologies are set forth in a formal
policy and take into consideration the need for an overall general valuation allowance as well as specific allowances that are determined on an individual loan basis.
The evaluation is inherently subjective, as it requires estimates that are susceptible to significant revision as more information becomes available. While
management uses available information to recognize losses on loans, changes in economic or other conditions may necessitate revision of the estimate in future
periods.
Servicing Assets
Servicing assets are recognized separately when loans are sold and the rights to service loans are retained. When loans are sold, servicing assets are recorded at
fair value in accordance with ASC Topic 860, Transfers
and
Servicing
(“ASC 860”). Fair value is based on market prices for comparable servicing contracts, when
available, or alternatively, is based on a valuation model that calculates the present value of estimated future net servicing income. The fair value of servicing rights
is highly sensitive to changes in underlying assumptions. Changes in the prepayment speed and discount rate assumptions have the most significant impact on the
fair value of servicing assets.
Servicing fee income, which is reported on the income statement as other income, is recorded for fees earned for servicing loans. The fees are based on a
contractual percentage of the outstanding principal and are recorded as income when earned. The amortization of servicing assets is netted against loan servicing
fee income. Late fees and ancillary fees related to loan servicing are not material.
Fair Value of Financial Instruments
ASC Topic 820, Fair
Value
Measurement
(“ASC 820”), defines fair value as the price that would be received to sell a financial asset or paid to transfer a
financial liability in an orderly transaction between market participants at the measurement date. The degree of management judgment involved in determining the
fair value of assets and liabilities is dependent upon the availability of quoted market prices or observable market parameters. For financial instruments that trade
actively and have quoted market prices or observable market parameters, there is minimal subjectivity involved in measuring fair value. When observable market
prices and parameters are not available, management judgment is necessary to estimate fair value. In addition, changes in market conditions may reduce the
availability of quoted prices or observable date. See Note 13 of our consolidated financial statements as of December 31, 2018, included elsewhere in this report,
for a complete discussion of fair value of financial assets and liabilities and their related measurement practices.
Stock-Based Compensation
We grant stock options to purchase our common stock and restricted stock to our employees and directors under the 2010 Equity Incentive Plan. Additionally,
we have outstanding options that were granted under option plans from which we no longer make grants. The benefits provided under all of these plans are subject
to the provisions of accounting guidance related to share based payments. Our results of operations for the calendar years ended December 31, 2018, 2017 and 2016
were impacted by the recognition of non-cash expense related to the fair value of our share based compensation awards.
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The determination of fair value of stock-based payment awards on the date of grant using the Black Scholes model is affected by our stock price, as well as the
input of other subjective assumptions. These assumptions include, but are not limited to, the expected term of stock options and our stock price volatility. Our stock
options have characteristics significantly different from those of traded options, and changes in the assumptions can materially affect the fair value estimates.
Current accounting guidance requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ
from those estimates. If actual forfeitures vary from our estimates, we will recognize the difference in compensation expense in the period the actual forfeitures
occur.
Income Taxes
We use the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. 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. If current available information raises doubt as to the realization of the deferred tax assets, a valuation allowance may be established. We
consider the determination of this valuation allowance to be a critical accounting policy because of the need to exercise significant judgment in evaluating the
amount and timing of recognition of deferred tax liabilities and assets, including projections of future taxable income. These judgments and estimates are reviewed
on a continual basis as regulatory and business factors change. See Note 8 of our consolidated financial statements as of December 31, 2018, included elsewhere in
this report, for additional information. A valuation allowance for deferred tax assets may be required in the future if the amounts of taxes recoverable through loss
carry backs decline, if we project lower levels of future taxable income, or we project lower levels of tax planning strategies. Such valuation allowance would be
established through a charge to income tax expense that would adversely affect our operating results.
Results of Operations
Comparison of Results of Operations for the Years Ended December 31, 2018 and 2017
Net Income
We reported net income for the year ended December 31, 2018 of $14.3 million compared to net income of $9.2 million for the year ended December 31, 2017.
The increase was due to a $5.2 million increase in net interest income and a $343,000 increase in noninterest income, offset by a $3.3 million increase in
noninterest expense and a $2.7 million increase in provision for income taxes.
Interest income
Interest expense
Net interest income
Provision for loan losses
Non-interest income
Non-interest expense
Income before taxes
Provision for income taxes
Net income
Net Interest Income
Years Ended December 31,
Increase
2018
2017
Amount
%
$
$
50,068 $
9,111
40,957
1,267
9,329
29,562
19,457
5,204
14,253 $
40,283 $
4,573
35,710
1,311
8,986
26,257
17,128
7,892
9,236 $
9,785
4,538
5,247
(44)
343
3,305
2,329
(2,688)
5,017
24.3%
99.2%
14.7%
(3.4)%
3.8%
12.6%
13.6%
(34.1)%
54.3%
The management of interest income and expense is fundamental to our financial performance. Net interest income, the difference between interest income and
interest expense, is the largest component of the Company’s total revenue. Management closely monitors both total net interest income and the net interest margin
(net interest income divided by average earning assets). We seek to maximize net interest income without exposing the Company to an excessive level of interest
rate risk through our asset and liability policies. Interest rate risk is managed by monitoring the pricing, maturity and repricing options of all classes of interest-
bearing assets and liabilities. Our net interest margin is also adversely impacted by the reversal of interest on nonaccrual loans and the reinvestment of loan payoffs
into lower yielding investment securities and other short-term investments.
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The following table presents, for the periods indicated, information about: (i) weighted average balances, the total dollar amount of interest income from
interest-earning assets and the resultant average yields; (ii) average balances, the total dollar amount of interest expense on interest-bearing liabilities and the
resultant average rates; (iii) net interest income; (iv) the interest rate spread; and (v) the net interest margin.
Average
Balance
2018
Interest
and Fees
Year Ended December 31,
Yield /
Rate
Average
Balance
2017
Interest
and Fees
Yield /
Rate
(Dollars in thousands)
Earning assets:
Federal funds sold and other investments (1)
Securities available for sale
$
Total investments
Real estate
SBA
C & I
Home Mortgage
Consumer
Loans (2)
Total earning assets
Noninterest-earning assets
Total assets
Interest-bearing liabilities:
NOW and savings deposits
Money market deposits
Time deposits
Total interest-bearing deposits
Borrowings
Total interest-bearing liabilities
Noninterest-bearing liabilities:
Noninterest-bearing deposits
Other noninterest-bearing liabilities
Total noninterest-bearing liabilities
Shareholders’ equity
$
$
Total liabilities and shareholders’ equity
$
975
985
1,960
24,784
11,404
5,862
5,864
194
48,108
50,068
15
3,508
5,441
8,964
147
9,111
33,110 $
44,046
77,156
472,062
140,381
104,706
114,630
3,358
835,137
912,293
47,260
959,553
6,080
253,809
304,407
564,296
8,736
573,032
260,697
9,622
270,319
116,202
959,553
Net interest income / interest rate spreads
$
40,957
Net interest margin
Cost of deposits
Cost of funds
2.95% $
2.24
2.54
5.25
8.12
5.60
5.12
5.78
5.76
5.49
$
0.25% $
1.38
1.79
1.59
1.67
1.59
$
3.90%
4.49%
1.09%
1.09%
495
676
1,171
18,721
9,430
5,346
5,344
271
39,112
40,283
15
2,344
2,111
4,470
103
4,573
22,926 $
37,620
60,546
384,462
123,822
98,455
103,191
4,385
714,315
774,861
45,499
820,360
6,137
258,019
196,831
460,987
9,302
470,289
256,267
6,895
263,162
86,909
820,360
$
35,710
2.16%
1.80
1.93
4.87
7.62
5.43
5.18
6.18
5.48
5.20
0.24%
0.91
1.07
0.97
1.11
0.97
4.23%
4.61%
0.62%
0.63%
(1) Includes income and average balances for Federal Home Loan Bank (“FHLB”) and Pacific Coast Bankers Bank (“PCBB”) stock, CRA qualified mutual fund, term federal
funds, interest-earning time deposits and other miscellaneous interest-earning assets.
(2) Average loan balances include non-accrual loans and loans held for sale.
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Increases and decreases in interest income and interest expense result from changes in average balances (volume) of interest-earning assets and interest-bearing
liabilities, as well as changes in average interest rates. The following tables set forth the effects of changing rates and volumes on our net interest income during the
period shown. Information is provided with respect to (i) effects on interest income attributable to changes in volume (change in volume multiplied by prior rate)
and (ii) effects on interest income attributable to changes in rate (changes in rate multiplied by prior volume). Change applicable to both volume and rate has been
allocated to volume.
(Dollars in thousands)
Earning assets:
Federal funds sold and other investments
Securities available for sale
Total investments
Real estate
SBA
C & I
Home Mortgage
Consumer
Loans
Total earning assets
NOW and savings deposits
Money market deposits
Time deposits
Total interest-bearing deposits
Borrowings
Total interest-bearing liabilities
Net interest income
Year Ended December 31,
2018 over 2017
Change due to:
Volume
Rate
Interest
Variance
$
$
263
127
390
4,516
1,324
346
583
(60)
6,709
7,099
—
(39)
1,492
1,453
(6)
1,447
5,652
$
217
182
399
1,547
650
170
(63)
(17)
2,287
2,686
—
1,203
1,838
3,041
50
3,091
(405)
480
309
789
6,063
1,974
516
520
(77)
8,996
9,785
—
1,164
3,330
4,494
44
4,538
5,247
Net interest income for the year ended December 31, 2018 was $41.0 million compared to $35.7 million for the year ended December 31, 2017, an increase of
$5.2 million, or 14.7%. This increase was primarily due to an 17.7% increase in the average balance of interest-earning assets, coupled with a 29 basis point
improvement in the average yield on interest-earning assets, offset by a 62 basis point increase in the average rate paid on interest-bearing liabilities. The increase
in the average balance of interest-earning assets was primarily due to an increase in average loans outstanding. The Company have used a portion of the proceeds
received from the initial public offering to fund loans. The increase in the average yield on interest-earning assets was primarily due to cumulative market rate
increases by the Federal Reserve of 100 basis points through four rate increases in each of December 2017, March 2018, June 2018 and September 2018.
Total interest income was $50.1 million in 2018 compared to $40.3 million in 2017, an increase of $9.8 million, or 24.3%. This increase was primarily due to
an increase in interest earned on our loan portfolio. Interest and fees on loans was $48.1 million in 2018 compared to $39.1 million in 2017, an increase of $9.0
million, or 23.0%. This increase in interest income on loans was primarily due to a 16.9% increase in the average balance of loans outstanding and a 28 basis point
improvement in the average yield on loans.
Interest income on total investments was $2.0 million in 2018 compared to $1.2 million in 2017. Interest income on the securities portfolio increased $309,000,
or 45.6%, to $984,000 in 2018 compared to $676.000 in 2017. The increase in interest income on the securities portfolio was primarily due to a 17.1% increase in
the average balance of securities available for sale and a 44 basis point increase in the average yield on the securities portfolio. Interest income on federal funds
sold and other investments increased $480,000, or 97.0%, to $975,000 in 2018 from $495,000 in 2017, due to a 37.7% increase in the average balance of federal
funds sold and a 89 basis point increase in the average yield on federal fund sold. CRA qualified mutual fund was reclassified to other investment following the
adoption of ASU 2016-01 effective January 2018.
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Total interest expense was $9.1 million in 2018 compared to $4.6 million in 2017, an increase of $4.5 million, or 99.2%. The increase was primarily due to
increases in interest expense on deposits. Interest expense on deposits was $9.0 million in 2018 compared to $4.5 million in 2017, an increase of $4.5 million, or
99.2%. This increase was primarily due to a 22.4% increase in the average balance of interest-bearing deposits, coupled with a 62 basis point increase in the
average interest rate paid.
Net interest margins for the years ended December 31, 2018 and 2017 were 4.49% and 4.61%, respectively.
Provision for Loan Losses
Credit risk is inherent in the business of making loans. We establish an allowance for loan losses through charges to earnings, which are shown in the
statements of operations as the provision for loan losses. Specifically identifiable and quantifiable known losses are promptly charged off against the allowance.
The provision for loan losses is determined by conducting a quarterly evaluation of the adequacy of our allowance for loan losses and charging the shortfall or
excess, if any, to the current quarter’s expense. This has the effect of creating variability in the amount and frequency of charges to earnings. The provision for loan
losses and level of allowance for each period are dependent upon many factors, including loan growth, net charge-offs, changes in the composition of the loan
portfolio, delinquencies, management’s assessment of the quality of the loan portfolio, the valuation of problem loans and the general economic conditions in our
market area.
The provision for loan losses was $1.27 million for the year ended December 31, 2018 compared to $1.31 million for the year ended December 31, 2017. The
overall loss factors used in the year of 2018 were lower than those for the year of 2017 but this was offset by growth in the loan portfolio, but the required reserve
for loan losses as a percentage of gross loans decreased for 2018 compared to 2017. Our gross loans were $875.1 million at 2018 compared to $748.0 million at
2017, an increase of $127.0 million, or 17.0%.
The allowance for loan losses as a percentage of loans held for investment was 1.10% at December 31, 2018 and 1.22% at December 31, 2017.
Noninterest Income
While interest income remains the largest single component of total revenues, noninterest income is also an important component. A portion of our noninterest
income is associated with SBA lending activity, consisting of gains on the sale of loans sold in the secondary market and servicing income from loans sold with
servicing retained. Other sources of noninterest income include loan servicing fees, service charges and fees, and gains on the sale of securities.
Noninterest income for the year ended December 31, 2018 was $9.3 million, an increase of $343,000, or 3.8%, compared to $9.0 million for the year ended
December 31, 2017.
The following table sets forth the various components of our noninterest income for the years ended December 31, 2018 and 2017:
(Dollars in thousands)
Noninterest income:
Service charges on deposit accounts
Loan servicing fees, net of amortization
Gain on sale of loans
Other income and fees
Total noninterest income
Year Ended December 31
2018
2017
Increase
(decrease)
$
$
1,916
1,078
4,880
1,455
9,329
$
$
1,656
1,127
4,939
1,264
8,986
$
$
260
(49)
(59)
191
343
Total gain on sale of loans was $4.9 million in the year ended December 31, 2018 and 2017.
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Gain on sale of SBA loans totaled $4.8 million in the year ended December 31, 2018 and 2017. We sold $85.7 million in SBA loans with an average premium
of 7.19% in the year ended December 31, 2018 compared to the sale of $66.2 million in SBA loans with an average premium of 9.30% in the same period of 2017.
The significant decrease in average premium rates on SBA loans sold in the secondary market was primarily due to accelerated prepayments of SBA loans as more
borrowers are refinancing SBA loans to conventional loans with lower interest rates, which in turn shortens investors’ term and reducing investment value. Other
loans sold by us during both periods were immaterial.
Loan servicing income, net of amortization decreased by $49,000 to $1.1 million in 2018 compared to $1.1 million in 2017. The decrease in loan servicing
income was due, in part, to a $106,000 increase in servicing asset amortization expense, offset by a $57,000 increase in servicing fees. Our total SBA loan servicing
portfolio was $328.5 million as of December 31, 2018 compared to $309.3 million as of December 31, 2017. The increase in the servicing portfolio reflects the
sales of SBA loans in 2017.
The servicing assets that result from the sales of SBA loans with servicing retained are amortized over the expected term of the loans using a method
approximating the interest method. Servicing income generally declines as the respective loans are repaid.
Noninterest Expense
Noninterest expense for the year ended December 31, 2018 was $29.6 million compared to $26.3 million for the year ended December 31, 2017, an increase of
$3.3 million, or 12.6%. The following table sets forth the major components of our noninterest expense for the years ended December 31, 2018 and 2017:
(Dollars in thousands)
Noninterest expense:
Salaries and employee benefits
Occupancy and equipment
Data processing and communication
Professional fees
FDIC insurance and regulatory assessments
Promotion and advertising
Directors' fees and stock-based compensation
Foundation donation and other contributions
Other expenses
Total noninterest expense
$
Year Ended December 31
2018
2017
Increase
(decrease)
$
18,195
4,111
1,231
921
405
814
851
1,441
1,593
29,562
$
16,474
3,918
1,323
589
377
631
796
954
1,195
26,257
1,721
193
(92)
332
28
183
55
487
398
3,305
Salaries and employee benefits expense for the year ended December 31, 2018 was $18.2 million compared to $16.5 million for the year ended December 31,
2017, an increase of $1.7 million, or 10.5%. This increase was attributable to an increase in the number of employees to support continued growth, annual salary
adjustments, increased bonus and incentives and increased benefits costs. The average number of full-time equivalent employees was 143.1 in 2018 compared to
130.4 in 2017.
Occupancy and equipment expense for 2018 was $4.1 million compared to $3.9 million for 2017, an increase of $193,000, or 4.9%. This increase was
primarily due to the opening of our new branch in Santa Clara, California, which opened in the second quarter of 2018, and the annual increase of rent under our
other offices leases.
Data processing and communication expense for 2018 was $1.2 million compared to $1.3 million for 2017, an increase of $92,000, or 7.0%. This decrease was
primarily due a favorable terms and conditions received from the renegotiated contract with our core processing system in 2018.
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Professional fees for 2018 were $921,000 compared to $589,000 for 2017, an increase of $332,000, or 56.3%. The increase was due to an increase in legal fees
and other professional services related to the completion of the Company’s initial public offering of common stock in 2018.
FDIC insurance and regulatory assessment expense for 2018 was $405,000 compared to $377,000 for 2017, an increase of $28,000 or 7.4%. This increase was
primarily due to an increase in our FDIC insurance and DBO regulatory assessment as the size of our assets continued to grow.
Promotion and advertising expense for 2018 was $814,000 compared to $631,000 for 2017, an increase of $55,000 or 6.9%. The increase was primarily due to
an increase in advertising expense related to our initial public offering and creation of a TV commercial.
Directors’ fees and expenses for 2018 were $851,000 compared to $796,000 for 2017, an increase of $5,000 or 6.9%. Directors’ fees and expenses include a
monthly retainer fee, reimbursement for travel and other expenses, and stock-based expenses relating to equity awards granted in prior years under our equity plans
to our directors. Directors’ fees and expenses (not including stock-based expenses) for 2018 was $420,000 compared to $365,000 in 2017, an increase of $55,000,
or 15.1%. The increase was due to an annual base increase in directors’ monthly retainer fees in 2018. Directors’ stock-based expenses for 2018 and 2017 were
$431,000.
Our aggregate donations to the Foundation and other charitable and community contributions for 2018 were $1.4 million compared to $954,000 for 2017, an
increase of $487,000, or 51.0%. The increase was due to increased donation accruals for Open Stewardship Foundation, which is directly proportionate to the
growth in our after tax income. On an annual basis, we donate 10% of our consolidated net income after taxes to the Foundation.
Other expenses for 2018 were $1.6 million compared to $1.2 million in 2017, an increase of $398,000, or 33.3%. The increase was primarily due to increased
operating expenses and loan related credit expense.
Income Tax Expense
Income tax expense was $5.2 million in 2018 compared to $7.9 million in 2017. The significant decrease in the effective tax rate was primarily attributable to
the enactment the Tax Cuts and Jobs Act. Effective tax rates were 26.8% and 46.1% in 2018 and 2017, respectively.
On December 22, 2017, H.R.1, commonly known as the Tax Cuts and Jobs Act (the “Tax Act”), was signed into law, which among other items reduces the
federal corporate tax rate to 21% from 34%, effective January 1, 2018. U.S. generally accepted accounting principles require companies to revalue certain tax-
related assets as of the date of enactment of the new legislation with resulting tax effects accounted for in the reporting period of enactment. As a result, we
performed an analysis to determine the impact of the revaluation of the net deferred tax asset. The value of the deferred tax asset was reduced by $1.3 million, and
recorded as tax expense for the year ended December 31, 2017.
Some items of income and expense are recognized in different years for tax purposes than when applying generally accepted accounting principles leading to
timing differences between our actual tax liability, and the amount accrued for this liability based on book income. These temporary differences comprise the
“deferred” portion of our tax expense or benefit, which accumulates on our books as a deferred tax asset or deferred tax liability until such time as they reverse.
Realization of deferred tax assets is primarily dependent upon us generating sufficient future taxable income to obtain benefit from the reversal of net
deductible temporary differences and the utilization of tax credit carry forwards and the net operating loss carry forwards for Federal and California state income
tax purposes. The amount of deferred tax assets considered realizable is subject to adjustment in future periods based on estimates of future taxable income. Under
generally accepted accounting principles a valuation allowance is required to be recognized if it is “more likely than not” that the deferred tax assets will not be
realized. The determination of the realizability of the deferred tax assets is highly subjective and dependent upon judgment concerning management’s evaluation of
both positive and negative evidence, including forecasts of future income, cumulative losses, applicable tax planning strategies, and assessments of current and
future economic and business conditions.
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We had net deferred tax assets of $3.7 million and $3.4 million at December 31, 2018, and December 31, 2017, respectively.
After consideration of the matters in the preceding paragraph, we have determined that it is more likely than not that net deferred tax assets at December 31,
2018 and December 31, 2017 will be fully realized in future years.
Comparison of Results of Operations for the Years Ended December 31, 2017 and 2016
Net Income
We reported net income for the year ended December 31, 2017 of $9.2 million compared to net income of $7.4 million for the year ended December 31, 2016.
The increase was due to a $7.4 million increase in net interest income and a $371,000 decrease in provision for loan losses, offset by a $2.9 million increase in
noninterest expense and a $3.0 million increase in provision for income taxes, which included a revaluation of deferred tax assets of $1.3 million.
Interest income
Interest expense
Net interest income
Provision for loan losses
Non-interest income
Non-interest expense
Income before taxes
Provision for income taxes
Net income
Years Ended December 31,
Increase
2017
2016
Amount
%
$
$
40,283 $
4,573
35,710
1,311
8,986
26,257
17,128
7,892
9,236 $
67
31,701 $
3,371
28,330
1,682
9,007
23,334
12,320
4,895
7,425 $
8,582
1,202
7,380
(371)
(21)
2,923
4,808
2,998
1,811
27.1%
35.7%
26.1%
(22.1)%
(0.2)%
12.5%
39.0%
61.3%
24.4%
Table of Contents
Net Interest Income
The following table presents, for the periods indicated, information about our: (i) weighted average balances, the total dollar amount of interest income from
interest-earning assets and the resultant average yields; (ii) average balances, the total dollar amount of interest expense on interest-bearing liabilities and the
resultant average rates; (iii) net interest income; (iv) the interest rate spread; and (v) the net interest margin.
Average
Balance
2017
Interest
and Fees
Year Ended December 31,
Yield /
Rate
Average
Balance
2016
Interest
and Fees
Yield /
Rate
(Dollars in thousands)
Earning assets:
Federal funds sold and other investments (1)
Securities available for sale
$
Total investments
Real estate
SBA
C & I
Home Mortgage
Consumer
Loans (2)
Total earning assets
Noninterest-earning assets
Total assets
Interest-bearing liabilities:
NOW and savings deposits
Money market deposits
Time deposits
Total interest-bearing deposits
Borrowings
Total interest-bearing liabilities
Noninterest-bearing liabilities:
Noninterest-bearing deposits
Other noninterest-bearing liabilities
Total noninterest-bearing liabilities
Shareholders’ equity
$
$
Total liabilities and shareholders’ equity
$
495
676
1,171
18,721
9,430
5,346
5,344
271
39,112
40,283
15
2,344
2,111
4,470
103
4,573
22,926 $
37,620
60,546
384,462
123,822
98,455
103,191
4,385
714,315
774,861
45,499
820,360
6,137
258,019
196,831
460,987
9,302
470,289
256,267
6,895
263,162
86,909
820,360
Net interest income / interest rate spreads
$
35,710
Net interest margin
Cost of deposits
Cost of funds
2.16% $
1.80
1.93
4.87
7.62
5.43
5.18
6.18
5.48
5.20
$
0.24% $
0.91
1.07
0.97
1.11
0.97
$
4.23%
4.61%
0.62%
0.63%
507
664
1,171
14,046
7,414
3,845
4,694
531
30,530
31,701
10
1,736
1,540
3,286
85
3,371
26,213 $
40,159
66,372
315,244
103,313
73,803
88,282
5,986
586,628
653,000
32,617
685,617
4,058
202,737
181,191
387,986
16,986
404,972
198,413
5,585
203,998
76,647
685,617
$
28,330
1.93%
1.65
1.76
4.46
7.18
5.21
5.32
8.87
5.20
4.85
0.25%
0.86
0.85
0.85
0.50
0.83
4.02%
4.34%
0.56%
0.56%
(1) Includes income and average balances for Federal Home Loan Bank (“FHLB”) and Pacific Coast Bankers Bank (“PCBB”) stock, CRA qualified mutual fund, term federal
funds, interest-earning time deposits and other miscellaneous interest-earning assets.
(2) Average loan balances include non-accrual loans and loans held for sale.
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Increases and decreases in interest income and interest expense result from changes in average balances (volume) of interest-earning assets and interest-bearing
liabilities, as well as changes in average interest rates. The following tables set forth the effects of changing rates and volumes on our net interest income during the
period shown. Information is provided with respect to (i) effects on interest income attributable to changes in volume (change in volume multiplied by prior rate)
and (ii) effects on interest income attributable to changes in rate (changes in rate multiplied by prior volume). Change applicable to both volume and rate have been
allocated to volume.
(Dollars in thousands)
Earning assets:
Federal funds sold and other investments
Securities available for sale
Total investments
Real estate
SBA
C & I
Home Mortgage
Consumer
Loans
Total earning assets
NOW and savings deposits
Money market deposits
Time deposits
Total interest-bearing deposits
Borrowings
Total interest-bearing liabilities
Net interest income
Year Ended December 31,
2017 over 2016
Change due to:
Volume
Rate
Interest
Variance
$
$
(68)
(47)
(115)
3,295
1,540
1,333
776
(122)
6,822
6,707
5
501
143
649
(51)
598
6,109
$
56
59
115
1,380
476
168
(126)
(138)
1,760
1,875
—
107
428
535
69
604
1,271
(12)
12
—
4,675
2,016
1,501
650
(260)
8,582
8,582
5
608
571
1,184
18
1,202
7,380
Net interest income for the year ended December 31, 2017 was $35.7 million compared to $28.3 million for the year ended December 31, 2016, an increase of
$7.4 million, or 26.1%. This increase was primarily due to an 18.7% increase in the average balance of interest-earning assets, coupled with a 35 basis point
improvement in the average yield on interest-earning assets, offset by a 14 basis point increase in the average rate paid on interest-bearing liabilities. The increase
in the average balance of interest-earning assets was primarily due to an increase in average loans outstanding. The increase in the average yield on interest-earning
assets was primarily due to cumulative market rate increases by the Federal Reserve of 100 basis points through four rate increases in each of December 2016,
March 2017, June 2017 and December 2017.
Total interest income was $40.3 million in 2017 compared to $31.7 million in 2016, an increase of $8.6 million, or 27.1%. This increase was primarily due to
an increase in interest earned on our loan portfolio. Interest and fees on loans was $39.1 million in 2017 compared to $30.5 million in 2016, an increase of $8.6
million, or 28.1%. This increase in interest income on loans was primarily due to a 21.8% increase in the average balance of loans outstanding and a 28 basis point
improvement in the average yield on loans.
Interest income on total investments was $1.2 million in 2017 and 2016. Interest income on the securities portfolio increased $12,000, or 1.8%, to $676,000 in
2017 compared to $664,000 in 2016. The increase in interest income on the securities portfolio was primarily due to a 15 basis point increase in the average yield
on the securities portfolio. Interest income on federal funds sold and other investments decreased $12,000, or 2.4%, to $495,000 in 2017 from $507,000 in 2016,
due to a 12.5% decrease in the average balance of federal funds sold, offset by a 23 basis point increase in the average yield on federal fund sold and other
investments.
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Table of Contents
Total interest expense was $4.6 million in 2017 compared to $3.4 million in 2016, an increase of $1.2 million, or 35.7%. The increase was primarily due to
increases in interest expense on deposits. Interest expense on deposits was $4.5 million in 2017 compared to $3.3 million in 2016, an increase of $1.2 million, or
36.0%. This increase was primarily due to an 18.8% increase in the average balance of interest-bearing deposits, coupled with a 12 basis point increase in the
average interest rate paid.
Net interest margins for the years ended December 31, 2017 and 2016 were 4.61% and 4.34%, respectively.
Provision for Loan Losses
The provision for loan losses for the year ended December 31, 2017 was $1.3 million compared to $1.7 million for the year ended December 31, 2016, a
decrease of $371,000, or 22.1%. The decrease was primarily due to slower growth in our loan portfolio in 2017 compared to in 2016. Our gross loans increased
11% in 2017 compared to 33% in 2016.
The allowance for loan losses as a percentage of loans held for investment was 1.22% at December 31, 2017 and 1.17% at December 31, 2016.
Noninterest Income
Noninterest income for the year ended December 31, 2017 was $9.0 million, a decrease of $21,000, or 0.2%, compared to $9.0 million for the year ended
December 31, 2016.
The following table sets forth the various components of our noninterest income for the years ended December 31, 2017 and 2016:
(Dollars in thousands)
Noninterest income:
Service charges on deposit accounts
Loan servicing fees, net of amortization
Gain on sale of loans
Other income and fees
Total noninterest income
Year Ended December 31
2017
2016
Increase
(decrease)
$
$
1,656
1,127
4,939
1,264
8,986
$
$
1,275
1,313
5,507
912
9,007
$
$
381
(186)
(568)
352
(21)
Total gain on sale of loans was $4.9 million in the year ended December 31, 2017 compared to $5.5 million for the same period of 2016, a decrease of
$568,000 or 10.3%.
Gain on sale of SBA loans totaled $4.8 million in the year ended December 31, 2017 compared to $5.4 million for the same period of 2016. We sold
$66.2 million in SBA loans with an average premium of 9.33% in the year ended December 31, 2017 compared to the sale of $83.4 million in SBA loans with an
average premium of 8.93% in the same period of 2016, primarily due to a lower production in SBA loans in 2017 compared to 2016. We originated $99.7 million
of SBA loans in 2017 compared to $111.5 million in 2016. Other loans sold by us during both periods were immaterial.
Loan servicing income, net of amortization decreased by $186,000 to $1.1 million in 2017 compared to $1.3 million in 2016. The decrease in loan servicing
income was due, in part, to a $521,000 increase in servicing asset amortization expense, offset by a $335,000 increase in servicing fees. Our total SBA loan
servicing portfolio was $309.3 million as of December 31, 2017 compared to $303.8 million as of December 31, 2016. The increase in the servicing portfolio
reflects the sales of SBA loans in 2017.
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Table of Contents
Noninterest Expense
Noninterest expense for the year ended December 31, 2017 was $26.3 million compared to $23.3 million for the year ended December 31, 2016, an increase of
$2.9 million, or 12.5%. The following table sets forth the major components of our noninterest expense for the years ended December 31, 2017 and 2016:
(Dollars in thousands)
Noninterest expense:
Salaries and employee benefits
Occupancy and equipment
Data processing and communication
Professional fees
FDIC insurance and regulatory assessments
Promotion and advertising
Directors' fees and stock-based compensation
Foundation donation and other contributions
Other expenses
Total noninterest expense
$
Year Ended December 31
2017
2016
Increase
(decrease)
$
16,474
3,918
1,323
589
377
631
796
954
1,195
26,257
$
14,556
3,616
1,087
684
369
557
758
745
962
23,334
1,918
302
236
(95)
8
74
38
209
233
2,923
Salaries and employee benefits expense for the year ended December 31, 2017 was $16.5 million compared to $14.6 million for the year ended December 31,
2016, an increase of $1.9 million, or 13.2%. This increase was attributable to an increase in the number of employees to support continued growth, annual salary
adjustments, increased bonus and incentives and increased benefit costs. The average number of full-time equivalent employees was 130.4 in 2017 compared to
125.0 in 2016.
Occupancy and equipment expense for 2017 was $3.9 million compared to $3.6 million for 2016, an increase of $302,000, or 8.4%. This increase was
primarily due to the commencement of the lease for the Santa Clara office in mid-2017 which opened in the second quarter of 2018, and the increased rental
expense from the lease renewals of the Fashion District and Gardena Offices in 2017.
Data processing and communication expense for 2017 was $1.3 million compared to $1.1 million for 2016, an increase of $236,000, or 21.7%. This increase
was primarily due a continued growth in our loans and deposits.
Professional fees for 2017 were $589,000 compared to $684,000 for 2016, a decrease of $95,000, or 13.9%. This decrease was primarily due to the costs
incurred in 2016 associated with the formation of OP Bancorp as a bank holding company and the completion of the transactions under which Open Bank became a
wholly-owned subsidiary of OP Bancorp.
FDIC insurance and regulatory assessment expense for 2017 was $377,000 compared to $369,000 for 2016, an increase of $8,000 or 2.2%. This increase was
primarily due to an increase in our FDIC insurance and DBO regulatory assessment as the size of our assets continued to grow.
Promotion and advertising expense for 2017 was $631,000 compared to $557,000 for 2016, an increase of $74,000 or 13.3%. The increase was consistent with
a continued growth of our Company.
Directors’ fees and expenses for 2017 were $796,000 compared to $758,000 for 2016, an increase of $38,000 or 5.0%. Directors’ fees and expenses include a
monthly retainer fee, reimbursement for travel and other expenses, and stock-based expenses relating to equity awards granted in prior years under our equity plans
to our directors. Directors’ fees and expenses (not including stock-based expenses) for 2017 was $365,000 compared to $327,000 in 2016, an increase of $38,000,
or 11.5%. The increase was due to the increase in directors’ monthly retainer fees in 2017. Directors’ stock-based expenses for 2017 and 2016 were $431,000.
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Table of Contents
Our aggregate donations to the Foundation and other charitable and community contributions for 2017 were $954,000 compared to $745,000 for 2016, an
increase of $209,000, or 28.1%. The increase was due to increased donation accruals for Open Stewardship Foundation, which is directly proportionate to the
growth in our after tax income.
Other expenses for 2017 were $1.2 million compared to $964,000 in 2016, an increase of $232,000, or 24.1%. The increase was primarily due to increased
operating expenses and customer service expenses.
Income Tax Expense
Income tax expense was $7.9 million in 2017 compared to $4.9 million in 2016. The increase in income tax expense was related to growth in pre-tax income
and a revaluation of deferred tax assets of $1.3 million, as discussed below. Effective tax rates were 46.1% and 39.7% in 2017 and 2016, respectively.
The enactment the Tax Cuts and Jobs Act on December 22, 2017 required companies to revalue certain tax-related assets as of the date of enactment of the new
legislation with resulting tax effects accounted for in the reporting period of enactment. As a result, we performed an analysis to determine the impact of the
revaluation of the net deferred tax asset. The value of the deferred tax asset was reduced by $1.3 million, and recorded as tax expense for the year ended December
31, 2017.
We had net deferred tax assets of $3.4 million and $3.3 million at December 31, 2017, and December 31, 2016, respectively.
Financial Condition
Total assets increased $143.2 million, or 15.9%, to $1.04 billion at December 31, 2018 as compared to $901.0 million at December 31, 2017. This increase
primarily resulted from an increase of $127.0 million, or 17.0%, in gross loans and an increase of $16.8 million in investment portfolio. We funded our asset
growth primarily with an increase of $131.9 million in deposits and $22.6 million of net proceeds from our initial public offering on March 27, 2018.
Investment portfolio
The securities portfolio is the second largest component of our interest earning assets, and the structure and composition of this portfolio is important to an
analysis of our financial condition. The portfolio serves the following purposes: (i) it provides a source of pledged assets for securing certain deposits and borrowed
funds, as may be required by law or by specific agreement with a depositor or lender; (ii) it provides liquidity to even out cash flows from the loan and deposit
activities of customers; (iii) it can be used as an interest rate risk management tool, because it provides a large base of assets, the maturity and interest rate
characteristics of which can be changed more readily than the loan portfolio to better match changes in the deposit base and our other funding sources; and (iv) it is
an alternative interest-earning use of funds when loan demand is weak or when deposits grow more rapidly than loans.
We classify our securities as either available-for-sale or held-to-maturity at the time of purchase. Accounting guidance requires available-for-sale securities to
be marked to fair value with an offset to accumulated other comprehensive income (loss), a component of shareholders’ equity. Monthly adjustments are made to
reflect changes in the fair value of our available-for-sale securities.
All of the securities in our investment portfolio were classified as available-for-sale at December 31, 2018. There were no held-to-maturity or trading securities
in our investment portfolio at December 31, 2018. All available-for-sale securities are carried at fair value. Securities available-for-sale consist primarily of US
government-sponsored agency securities, home mortgage-backed securities and collateralized mortgage obligations.
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Securities available-for-sale increased $13.9 million, or 33.4%, to $55.3 million at December 31, 2018 from $41.5 million at December 31, 2017. Securities
available-for-sale increased $6.0 million, or 16.9%, to $41.5 million at December 31, 2017 from $35.5 million at December 31, 2016. No issuer of the available-
for-sale securities, other than FNMA and FHLMC, comprised more than ten percent of our shareholders’ equity as of December 31, 2018, 2017, or 2016.
The following table summarizes the fair value of the available-for-sale securities portfolio as of the dates presented.
(Dollars in thousands)
Available for sale
Amortized
Cost
December 31, 2018
Fair
Value
Unrealized
Gain/(Loss)
Amortized
Cost
December 31, 2017
Fair
Value
Unrealized
Gain/(Loss)
Amortized
Cost
December 31, 2016
Fair
Value
Unrealized
Gain/(Loss)
U.S. Government agencies
Mortgage-backed securities - residential
Collateralized mortgage obligations
Other securities
Total available for sale
$
6,994
14,465
34,655
—
$ 56,114
$ 6,906
14,129
34,301
—
$ 55,336
$
$
(88) $
6,989
(336) 14,109
(354) 18,459
2,518
(778) $ 42,075
—
$ 6,932
13,941
18,113
2,486
$ 41,472
$
$
(57) $
6,984
(168) 17,721
(346) 11,124
(32)
—
(603) $ 35,829
$ 6,977
17,556
10,930
—
$ 35,463
$
$
(7)
(165)
(194)
—
(366)
Certain securities have fair values less than amortized cost and, therefore, contain unrealized losses. At December 31, 2018, we evaluated the securities which
had an unrealized loss for other than temporary impairment (OTTI) and determined all decline in value to be temporary. We anticipate full recovery of amortized
cost with respect to these securities by maturity, or sooner in the event of a more favorable market interest rate environment. We do not intend to sell these
securities and it is not more likely than not that we will be required to sell them before recovery of the amortized cost basis, which may be at maturity.
The following table sets forth certain information regarding contractual maturities and the weighted average yields of our investment securities as of the dates
presented. Expected maturities may differ from contractual maturities if borrowers have the right to call or prepay obligations with or without call or prepayment
penalties. We have no securities with contractual maturities due in one year or less at December 31, 2018.
(Dollars in thousands)
Available for sale
As of December 31, 2018
Due in One Year
or Less
Due after One Year
Through Five Years
Due after Five Years
Through Ten Years
Due after Ten Years
Amortized
Cost
Weighted
Average
Yield
Amortized
Cost
Weighted
Average
Yield
Amortized
Cost
Weighted
Average
Yield
Amortized
Cost
Weighted
Average
Yield
U.S. Government agencies
Mortgage-backed securities - residential
Collateralized mortgage obligations
Total available for sale
$
$
2,000
—
—
2,000
1.47% $
—%
—%
1.47% $
4,994
—
—
4,994
1.76% $
—%
—%
1.76% $
—
7,528
1,375
8,903
—
—% $
6,937
1.97%
1.71%
33,280
1.94% $ 40,217
—%
2.59%
2.63%
2.62%
We have not used interest rate swaps or other derivative instruments to hedge fixed rate loans or securities to otherwise mitigate interest rate risk.
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Table of Contents
Loans
Our loans represent the largest portion of our earning assets, substantially greater than the securities portfolio or any other asset category, and the quality and
diversification of the loan portfolio is an important consideration when reviewing our financial condition.
At December 31, 2018, gross loans including deferred costs totaled $875.1 million compared to $748.0 million at December 31, 2017 and $674.2 million at
December 31, 2016.
The loan distribution table that follows sets forth our gross loans outstanding, and the percentage distribution in each category as of the dates indicated:
$
(Dollars in thousands)
Real estate:
Commercial real estate
SBA loan - real estate
Total real estate
SBA loan - non-real estate
Commercial and industrial
Home mortgage
Consumer
Gross loans
Allowance for loan losses
Net loans
$
December 31, 2018
December 31, 2017
December 31, 2016
Amount
% of Total
Amount
% of Total
Amount
% of Total
503,834
117,834
621,668
9,541
113,975
127,298
2,577
875,059
(9,636)
865,423
58% $
13%
71%
1%
13%
15%
1%
101%
$
420,760
106,924
527,684
8,635
103,681
104,068
3,955
748,023
(9,139)
738,884
56% $
14%
70%
1%
14%
14%
1%
100%
$
362,585
97,411
459,996
6,875
97,660
104,809
4,887
674,227
(7,910)
666,317
54%
14%
68%
1%
14%
16%
1%
100%
Gross loans increased $127.1 million, or 17.0%, to $875.1 million at December 31, 2018 compared to $748.0 million as of December 31, 2017. Gross loans
increased $73.8 million, or 10.9% as of December 31, 2017 compared to $674.2 million as of December 31, 2016. The increases in our gross loans resulted from
organic growth in most of our loan categories.
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Table of Contents
The following tables presents the maturity distribution of our loans at December 31, 2018 and 2017. The table shows the distribution of such loans between
those loans with predetermined (fixed) interest rates and those with variable (floating) interest rates.
Due in One Year or Less
As of December 31, 2018
Due after One Year
Through Five Years
Due after Five Years
Fixed Rate
Adjustable
Rate
Fixed Rate
Adjustable
Rate
Fixed Rate
Adjustable
Rate
Total
(Dollars in thousands)
Real estate:
Commercial real estate $
SBA loans - real estate
Total real estate
SBA loan - non-real estate
Commercial and industrial
Home mortgage
Consumer
Gross loans
$
26,460
—
26,460
—
—
—
—
26,460
$
$
39,204
—
39,204
—
69,358
—
1,030
109,592
(Dollars in thousands)
Real estate:
Commercial real estate $
SBA loans - real estate
Total real estate
SBA loan - non-real estate
Commercial and industrial
Home mortgage
Consumer
Gross loans
$
Due in One Year or Less
Fixed Rate
Adjustable
Rate
24,364
—
24,364
—
—
—
—
24,364
$
$
38,629
—
38,629
—
58,900
—
1,821
99,350
$
$
$
$
201,385
—
201,385
—
1,675
—
—
203,060
$
$
133,085
—
133,085
703
32,278
—
1,110
167,176
$
$
49,598
—
49,598
—
—
122,886
—
172,484
$
$
54,102
117,834
171,936
8,838
10,664
4,412
437
196,287
As of December 31, 2017
Due after One Year
Through Five Years
Due after Five Years
Fixed Rate
Adjustable
Rate
Fixed Rate
Adjustable
Rate
171,457
—
171,457
—
2,188
—
11
173,656
$
$
88,328
—
88,328
764
25,876
—
1,202
116,170
$
$
39,120
—
39,120
—
—
104,068
—
143,188
$
$
58,862
106,924
165,786
7,871
16,717
—
921
191,295
$
$
$
$
503,834
117,834
621,668
9,541
113,975
127,298
2,577
875,059
Total
420,760
106,924
527,684
8,635
103,681
104,068
3,955
748,023
Our loan portfolio is concentrated in commercial real estate, commercial (primarily manufacturing, wholesale, and services oriented entities), SBA loans
(unguaranteed portion) with the remaining balance in home mortgage, and consumer loans. We do not have any material concentrations by industry or group of
industries in the loan portfolio. However, 85.6% of our gross loans were secured by real property at December 31, 2018, compared to 84.5% at December 31, 2017.
We have established concentration limits in the loan portfolio for commercial real estate loans, commercial and industrial loans, and unsecured lending, among
others. All loan types are within established limits. We use underwriting guidelines to assess the borrowers’ historical cash flow to determine debt service, and we
further stress test the debt service under higher interest rate scenarios. Financial and performance covenants are used in commercial lending agreements to allow us
to react to a borrower’s deteriorating financial condition, should that occur.
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Table of Contents
Commercial real estate loans include owner-occupied and non-occupied commercial real estate. We originate both fixed and adjustable rate loans. Adjustable
rate loans are based on the Wall
Street
Journal
prime rate. At December 31, 2018, approximately 55% of the commercial real estate portfolio consisted of fixed-
rate loans. Our policy maximum loan-to-value, or LTV, is 70% for commercial real estate loans. At December 31, 2018, our average loan to value for commercial
real estate loans was 60.0%. Our commercial real estate loan portfolio totaled $503.8 million at December 31, 2018 compared to $420.8 million at December 31,
2017.
We are designated an SBA Preferred Lender under the SBA Preferred Lender Program. We offer mostly SBA 7(a) variable-rate loans. We generally sell the
75% guaranteed portion of the SBA loans that we originate. Our SBA loans are typically made to small-sized manufacturing, wholesale, retail, hotel/motel and
service businesses for working capital needs or business expansions. SBA loans have maturities up to 25 years. Typically, non-real estate secured loans mature in
less than 10 years. Collateral may also include inventory, accounts receivable and equipment, and may include personal guarantees. Our unguaranteed SBA loans
collateralized by real estate are monitored by collateral type and included in our CRE Concentration Guidance.
As of December 31, 2018, our SBA portfolio totaled $127.4 million compared to $115.6 million as of December 31, 2017. These increases were primarily due
to continued growth of our SBA loan portfolio partially offset by the sales of those loans. We originated $99.4 million and $99.7 million during the years ended
December 31, 2018 and 2017, respectively. We sold $85.7 million and $66.2 million of SBA loans during the years ended December 31, 2018 and 2017,
respectively.
From our total SBA loan portfolio, $117.8 million is secured by real estate and $9.6 million is unsecured or secured by business assets at December 31, 2018.
Commercial and industrial loans totaled $114.0 million at December 31, 2018 compared to $103.7 million at December 31, 2017 and $97.7 million at
December 31, 2016. The increase resulted primarily from organic loan growth.
We originate mainly non-qualified, alternative documentation single-family home mortgage loans (“home mortgage”) primarily through broker relationships,
but also through our branch network. The loan product is a five-year or seven-year hybrid adjustable rate mortgage which reprices after five years to the one-year
LIBOR plus certain spreads. We originate the non-qualified single-family home mortgage loans held by us for investment.
Home mortgage loans totaled $127.3 million at December 31, 2018 compared to $104.1 million at December 31, 2017, an increase of $23.2 million, or 22.3%.
The increase was primarily due to higher loan origination and lower loan payoffs in 2018 compared to 2017. During the year ended December 31, 2018, we
originated $53.2 million and sold $5.8 million in home mortgage loans. Payoffs and paydowns for the same period were $20.5 million and $4.4 million,
respectively. During the same period in 2017, we originated $42.1 million and sold $9.5 million in home mortgage loans. Payoffs and paydowns for the same
period were $31.2 million and $2.8 million, respectively.
Loan Servicing
As of December 31, 2018, 2017, and 2016, we serviced $323.5 million, $309.3 million, and $303.8 million respectively, of SBA loans for others. Activity for
loan servicing rights was as follows:
(Dollars in thousands)
Beginning balance
Additions
Amortized to expense
Ending balance
2018
Year Ended December 31,
2017
2016
$
$
6,771
2,257
(2,041)
6,987
$
$
6,783
1,923
(1,935)
6,771
$
$
5,551
2,645
(1,413)
6,783
Loan servicing rights are included in accrued interest receivable and other assets on our consolidated balance sheets and reported net of amortization.
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Table of Contents
Allowance for loan losses
The allowance for loan losses is an estimate of probable incurred losses in the loan portfolio. Loans are charged-off against the allowance when management
believes a loan balance is uncollectible. Subsequent recoveries, if any, are credited to the allowance for loan losses. Management’s methodology for estimating the
allowance balance consists of several key elements, which include specific allowances on individual impaired loans and the formula driven allowances on pools of
loans with similar risk characteristics. Allocations of the allowance may be made for specific loans, but the entire allowance is available for any loan that, in
management’s judgment, should be charged-off.
The allowance for loan losses is determined on a quarterly basis and reflects management’s estimate of probable incurred credit losses inherent in the loan
portfolio. We also rely on internal and external loan review procedures to further assess individual loans and loan pools, and economic data for overall industry and
geographic trends. The computation includes element of judgment and high levels of subjectivity.
A loan is considered impaired when it is probable that we will be unable to collect all amounts due according to the contractual terms of the loan agreement.
Impaired loans include loans on non-accrual status and performing restructured loans. Income from loans on non-accrual status is recognized to the extent cash is
received and when the loan’s principal balance is deemed collectible. Depending on a particular loan’s circumstances, we measure impairment of a loan based upon
either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s observable market price, or the fair value of the
collateral less estimated costs to sell if the loan is collateral dependent. A loan is considered collateral dependent when repayment of the loan is based solely on the
liquidation of the collateral. Fair value, where possible, is determined by independent appraisals, typically on an annual basis. Between appraisal periods, the fair
value may be adjusted based on specific events, such as if deterioration of quality of the collateral comes to our attention as part of our problem loan monitoring
process, or if discussions with the borrower lead us to believe the last appraised value no longer reflects the actual market value for the collateral. The impairment
amount on a collateral-dependent loan is charged-off to the allowance if deemed not collectible and the impairment amount on a loan that is not collateral-
dependent is set up as a specific reserve.
In cases where a borrower experiences financial difficulties and we make certain concessionary modifications to contractual terms, the loan is classified as a
troubled debt restructuring. These concessions may include a reduction of the interest rate, principal or accrued interest, extension of the maturity date or other
actions intended to minimize potential losses. Loans restructured at a rate equal to or greater than that of a new loan with comparable risk at the time the loan is
modified may be excluded from restructured loan disclosures in years subsequent to the restructuring if the loans are in compliance with their modified terms. A
restructured loan is considered impaired despite its accrual status and a specific reserve is calculated based on the present value of expected cash flows discounted
at the loan’s effective interest rate or the fair value of the collateral less estimated costs to sell if the loan is collateral dependent. Interest income on impaired loans
is accrued as earned, unless the loan is placed on non-accrual status.
The allowance for loan losses was $9.6 million at December 31, 2018 compared to $9.1 million at December 31, 2017 and $7.9 million at December 31, 2016.
The increase was primarily due to the overall growth in the size of our gross loan portfolio, which grew $127.0 million, or 17.0%, to $875.1 million at December
31, 2018 from $748.0 million at December 31, 2017, and $73.8 million, or 10.9% to $748.0 million at December 31, 2017 from $674.2 million at December 31,
2016.
In determining the allowance and the related provision for loan losses, we consider three principal elements: (i) valuation allowances based upon probable
losses identified during the review of impaired commercial and industrial, commercial real estate, construction and land development loans; (ii) allocations, by loan
classes, on loan portfolios based on historical loan loss experience and qualitative factors; and (iii) review of the credit discounts in relationship to the valuation
allowance calculated for purchased loans. Provisions for loan losses are charged to operations to record changes to the total allowance to a level deemed
appropriate by us.
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It is the policy of management to maintain the allowance for loan losses at a level adequate for risks inherent in the loan portfolio. The Federal Reserve Board
and the California Department of Business Oversight also review the allowance for loan losses as an integral part of their examination process. Based on
information currently available, management believes that our allowance for loan losses is adequate. However, the loan portfolio can be adversely affected if
California economic conditions and the real estate market in our market area were to weaken. The effect of such events, although uncertain at this time, could result
in an increase in the level of nonperforming loans and increased loan losses, which could adversely affect our future growth and profitability. No assurance of the
ultimate level of credit losses can be given with any certainty.
Analysis of the Allowance for Loan Losses
The following table provides an analysis of the allowance for loan losses, provision for loan losses and net charge-offs, by category, for the years ended
December 31, 2018, 2017 and 2016.
As of and For the Year
Ended December 31, 2018
Net
Charge-offs
ALLL
Balance
Provision
As of and For the Year
Ended December 31, 2017
Net
Charge-offs
ALLL
Balance
Provision
As of and For the Year
Ended December 31, 2016
Net
Charge-offs
ALLL
Balance
Provision
(Dollars in thousands)
Real estate:
Commercial real estate
SBA loans - real estate
Total real estate
SBA loan - non-real estate
Commercial and industrial
Home mortgage
Consumer
Total
$
4
$
(188)
(184)
103
1,115
245
(12)
$
$ 1,267
Gross loans(1)
Average gross loans
Net charge-offs to average gross
loans(2)
Allowance for loans losses to gross
loans
(1) Loans held for sale of $14,551 are excluded.
(2) Net charge-offs are loan charge-offs net of loan recoveries.
Non-performing Loans
$
$
584
189
773
634
(57)
44
(83)
$
$ 1,311
—
—
—
136
634
—
—
770
$
$
4,805
894
5,699
505
1,746
1,653
33
9,636
$ 875,059
820,586
0.09%
1.10%
$
—
—
—
155
—
(73)
—
82
$
4,801
1,082
5,883
538
1,265
1,408
45
9,139
$
$
985
189
1,174
(50)
130
427
1
$ 1,682
$
$ 748,023
705,748
0.01%
1.22%
—
—
—
20
142
—
—
162
$
$
4,217
893
5,110
59
1,322
1,364
55
7,910
$ 674,227
578,262
0.03%
1.17%
Loans are considered delinquent when principal or interest payments are past due 30 days or more. Delinquent loans may remain on accrual status between 30
days and 90 days past due. Loans on which the accrual of interest has been discontinued are designated as non-accrual loans. Typically, the accrual of interest on
loans is discontinued when principal or interest payments are past due 90 days or when, in the opinion of management, there is a reasonable doubt as to
collectability in the normal course of business. When loans are placed on non-accrual status, all interest previously accrued but not collected is reversed against
current period interest income. Income on non-accrual loans is subsequently recognized only to the extent that cash is received and the loan’s principal balance is
deemed collectible. Loans are restored to accrual status when loans become well-secured and management believes full collectability of principal and interest is
probable.
Real estate we acquire as a result of foreclosure or by deed-in-lieu of foreclosure is classified as OREO until sold, and is initially recorded at fair value less
costs to sell when acquired, establishing a new cost basis. We had no OREO at December 31, 2018, 2017 and 2016.
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Non-performing loans include loans 90 days past due and still accruing, loans accounted for on a non-accrual basis and accruing restructured loans. Non-
performing assets consist of non-performing loans plus OREO.
Non-performing loans were $1.9 million at December 31, 2018 compared to $1.0 million at December 31, 2017 and $576,000 at December 31, 2016. The
increase for the year ended December 31, 2018 was primarily due to three non-accrual SBA loans and one non-accrual commercial loan which were non-
performing. The increase for the year ended December 31, 2017 was primarily due to two non-accrual home mortgage loans which were non-performing. We did
not recognize any interest income on non-accrual loans during the years ended December 31, 2018, 2017, and 2016 while the loans were in non-accrual status.
Additional interest income that we would have recognized on these loans had they been current in accordance with their original terms was $34,000 for the year
ended December 31, 2018 and $10,000 for the same period of 2016. There was no such additional interest income for the year ended December 31, 2017.
We recognized interest income on loans modified under troubled debt restructurings of $8,000 for the year ended December 31, 2018, $9,000 for the year
ended December 31, 2017, and $25,000 for the year ended December 31, 2016.
The following table sets forth the allocation of our non-performing assets among our different asset categories as of the dates indicated. Non-performing loans
include non-accrual loans, loans past due 90 days or more and still accruing interest, and loans modified under troubled debt restructurings.
(Dollars in thousands)
Non-accrual loans
Past due loans 90 days or more and still accruing
Accruing troubled debt restructured loans
Total non-performing loans
Other real estate owned
Total non-performing assets
Non-performing loans to gross loans
Non-performing assets to total assets
Allowance for loan losses to non-performing loans
Deposits
$
$
2018
As of December 31,
2017
2016
1,571
—
343
1,914
—
1,914
$
$
0.22%
0.18%
503%
683
—
354
1,037
—
1,037
$
$
0.14%
0.12%
881%
209
—
367
576
—
576
0.09%
0.08%
1373%
We gather deposits primarily through our branch locations. We offer a variety of deposit products including demand deposits accounts, interest-bearing
products, savings accounts and certificate of deposits. We put continued effort into gathering noninterest demand deposits accounts through marketing to our
existing and new loan customers, customer referrals, our marketing staff and various involvement with community networks.
The following table show the composition of deposits by type as of the dates indicated:
(Dollars in thousands)
Noninterest-bearing demand
Interest-bearing:
NOW and Savings deposits
Money market
Time deposits ($250,000 or less)
Time deposits (more than $250,000)
Total interest-bearing
Total deposits
2018
As of December 31,
2017
2016
Amount
Percent
Amount
Percent
Amount
Percent
$
285,132
31.5% $
289,410
37.4% $
247,376
37.4%
5,439
259,331
190,993
164,281
620,044
905,176
79
$
0.6%
28.6%
21.1%
18.1%
68.5%
100.0% $
6,575
244,588
123,781
108,952
483,896
773,306
0.9%
31.6%
16.0%
14.1%
62.6%
100.0% $
5,031
227,742
103,411
78,224
414,408
661,784
0.8%
34.4%
15.6%
11.8%
62.6%
100.0%
Table of Contents
The following table summarizes our average deposit balances and weighted average rates for the years ended December 31, 2018, 2017 and 2016:
(Dollars in thousands)
Noninterest-bearing demand
Interest-bearing:
NOW and Savings deposits
Money market
Time deposits ($250,000 or less)
Time deposits (more than $250,000)
Total interest-bearing
Total deposits
2017
As of December 31,
2017
2016
Average
Balance
Weighted
Average
Rate
Average
Balance
Weighted
Average
Rate
Average
Balance
Weighted
Average
Rate
$
260,697
—% $
256,267
—% $
198,413
—%
6,080
253,809
164,172
140,235
564,296
824,993
$
0.25
1.38
1.78
1.80
1.59
1.09
$
6,137
258,019
106,676
90,155
460,987
717,254
0.25
0.91
1.08
1.06
0.97
0.62
$
4,058
202,737
108,912
72,279
387,986
586,399
0.25
0.86
0.94
0.71
0.85
0.56
The following tables set forth the maturity of time deposits at December 31, 2018 and 2017:
(Dollars in thousands)
Time deposits ($250,000 or less)
Time deposits (more than $250,000)
Total time deposits
(Dollars in thousands)
Time deposits ($250,000 or less)
Time deposits (more than $250,000)
Total time deposits
Borrowed Funds
Three
Months
Three to
Six Months
As of December 31, 2018
Maturity Within:
Six to 12
Months
After
12 Months
57,343
75,043
132,386
$
$
52,236
26,564
78,800
$
$
69,706
57,629
127,335
$
$
11,708
5,045
16,753
$
$
Three
Months
Three to
Six Months
As of December 31, 2017
Maturity Within:
Six to 12
Months
After
12 Months
49,491
52,245
101,736
$
$
28,128
13,673
41,801
$
$
37,414
36,832
74,246
$
$
8,748
6,202
14,950
$
$
$
$
$
$
Total
190,993
164,281
355,274
Total
123,781
108,952
232,733
Other than deposits, we also utilized FHLB advances as a supplementary funding source to finance our operations. The advances from the FHLB are
collateralized by residential and commercial real estate loans. At December 31, 2018, 2017 and 2016, we had maximum borrowing capacity from the FHLB of
$357.1 million, $308.5 million and $248.3 million, respectively. We had no borrowings from FHLB at December 31, 2018, compared to $25 million of advances
from FHLB at December 31, 2017 and $10 million at December 31, 2016.
Liquidity
Liquidity refers to the measure of our ability to meet the cash flow requirements of depositors and borrowers, while at the same time meeting our operating,
capital and strategic cash flow needs, all at a reasonable cost. We continuously monitor our liquidity position to ensure that assets and liabilities are managed in a
manner that will meet all short-term and long-term cash requirements. We manage our liquidity position to meet the daily cash flow needs of customers, while
maintaining an appropriate balance between assets and liabilities to meet the return on investment objectives of our shareholders.
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Our liquidity position is supported by management of liquid assets and access to alternative sources of funds. Our liquid assets include cash, interest-bearing
deposits in correspondent banks, federal funds sold, and fair value of unpledged investment securities. Other available sources of liquidity include wholesale
deposits, and additional borrowings from correspondent banks, FHLB advances, and the Federal Reserve discount window.
Our short-term and long-term liquidity requirements are primarily met through cash flow from operations, redeployment of prepaying and maturing balances in
our loan and investment portfolios, and increases in customer deposits. Other alternative sources of funds will supplement these primary sources to the extent
necessary to meet additional liquidity requirements on either a short-term or long-term basis.
We had $13.5 million of unsecured federal funds lines with no amounts advanced, compared to $9.5 million at December 31, 2017 and 2016. In addition, on
such dates we had lines of credit from the Federal Reserve discount window of $107.7 million, $92.8 million and $84.0 million, respectively. The Federal Reserve
discount window lines were collateralized by a pool of commercial real estate loans and commercial and industrial loans totaling $179.4 million, $156.2 million
and $152.9 million at December 31, 2018, 2017 and 2016, respectively. We did not have any borrowings outstanding with the Federal Reserve at December 31,
2018, 2017 or 2016, and our borrowing capacity is limited only by eligible collateral.
At December 31, 2018 we had no borrowing from the FHLB. At December 31, 2017 we had a $25 million advance from the FHLB which had an overnight
borrowing interest rate of 1.41%. We had a $10 million FHLB advance outstanding at December 31, 2016 which was an overnight borrowing at an interest rate of
0.55%. Based on the values of loans pledged as collateral, we had $209.7 million of additional borrowing availability with the FHLB at December 31, 2018. We
also maintain relationships in the capital markets with brokers to issue certificates of deposit and money market accounts.
Capital Requirements
We are subject to various regulatory capital requirements administered by the federal and state banking regulators. Failure to meet regulatory capital
requirements may result in certain mandatory and possible additional discretionary actions by regulators that, if undertaken, could have a direct material effect on
our financial statements. Under capital adequacy guidelines and the regulatory framework for “prompt corrective action” (described below), we must meet specific
capital guidelines that involve quantitative measures of our assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting policies.
The capital amounts and classifications are subject to qualitative judgments by the federal banking regulators about components, risk weightings and other factors.
Qualitative measures established by regulation to ensure capital adequacy required us to maintain minimum amounts and ratio of CET1 capital, Tier 1 capital and
total capital to risk-weighted assets and of Tier 1 capital to average consolidated assets, referred to as the “leverage ratio.” For further information, see “Supervision
and Regulation—Regulatory Capital Requirements” and “Supervision and Regulation—Prompt Corrective Action Framework.”
In the wake of the global financial crisis of 2008 and 2009, the role of capital has become fundamentally more important, as banking regulators have concluded
that the amount and quality of capital held by banking organizations was insufficient to absorb losses during periods of severely distressed economic conditions.
The Dodd-Frank Act and new banking regulations promulgated by the U.S. federal banking regulators to implement the Basel III Capital Rules have established
strengthened capital standards for banks and bank holding companies and require more capital to be held in the form of common stock. These provisions, which
generally became applicable to us on January 1, 2015, impose meaningfully more stringent regulatory capital requirements than those applicable to us prior to that
date. In addition, the Basel III Capital Rules will implement a concept known as the “capital conservation buffer.” In general, banks and bank holding companies
will be required to hold a buffer of common equity Tier 1 capital equal to 2.5% of risk-weighted assets over each minimum capital ratio to avoid being subject to
limits on capital distributions (e.g., dividends, stock buybacks, etc.) and certain discretionary bonus payments to executive officers. For community banks, the
capital conservation buffer requirement commenced on January 1, 2016, with a gradual phase-in. Full compliance with the capital conservation buffer was required
by January 1, 2019.
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The table below also summarizes the capital requirements applicable to us and the Bank in order to be considered “well-capitalized” from a regulatory
perspective, as well as our and the Bank’s capital ratios as of December 31, 2018 and 2017. The Bank exceeded all regulatory capital requirements under the
Basel III Capital Rules and were considered to be “well-capitalized” as of the dates reflected in the table below. At December 31, 2018, the FDIC categorized us as
well-capitalized under the prompt corrective action framework. There have been no conditions or events since December 31, 2018 that management believes would
change this classification.
Actual
Regulatory
Capital Ratio
Requirements
Amount
Ratio
Amount
Ratio
Minimum
To be Considered
"Well Capitalized"
Ratio
Amount
Regulatory
Capital Ratio
Requirements,
including fully
phased in Capital
Conservation Buffer
Ratio
Amount
(Dollars in thousands)
As of December 31, 2018:
Total capital (to risk-weighted assets)
Consolidated
Bank
$ 139,593
139,538
16.26%
16.25%
N/A
68,686
N/A
8.00%
N/A
85,857
N/A
10.00%
N/A
90,150
N/A
10.50%
Tier 1 capital (to risk-weighted assets)
Consolidated
Bank
129,893
129,838
15.13%
15.12%
N/A
51,514
N/A
6.00%
N/A
68,686
N/A
8.00%
N/A
72,979
CET1 capital (to risk-weighted assets)
Consolidated
Bank
Tier 1 capital (to average assets)
129,893
129,838
15.13%
15.12%
N/A
38,636
N/A
4.50%
N/A
55,807
N/A
6.50%
N/A
60,100
Consolidated
Bank
129,893
129,838
12.88%
12.87%
N/A
40,346
N/A
4.00%
N/A
50,432
N/A
5.00%
N/A
40,346
N/A
8.50%
N/A
7.00%
N/A
4.00%
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Contractual Obligations
The following tables contain supplemental information regarding our total contractual obligations at December 31, 2018 and 2017:
(Dollars in thousands)
Deposits without a stated maturity
Time deposits
Operating lease commitments
Commitments to fund investment for Low Income Housing Tax Credit
Total contractual obligations
(Dollars in thousands)
Deposits without a stated maturity
Time deposits
Operating lease commitments
Advances from FHLB
Commitments to fund investment for Low Income Housing Tax Credit
Total contractual obligations
$
$
$
$
Within
One Year
One to
Three Years
Payments Due at December 31, 2018
Three to
Five Years
After Five
Years
549,902 $
338,521
1,709
442
890,574 $
— $
16,001
3,499
10
19,510 $
— $
752
3,140
15
3,907 $
— $
—
2,669
22
2,691 $
Within
One Year
One to
Three Years
Payments Due at December 31, 2017
Three to
Five Years
After Five
Years
540,573 $
217,783
1,630
25,000
1,236
786,222 $
— $
14,768
3,251
411
18,430 $
— $
182
3,378
12
3,572 $
— $
—
3,763
30
3,793 $
Total
549,902
355,274
11,017
489
916,682
Total
540,573
232,733
12,022
25,000
1,689
812,017
We believe that we will be able to meet our contractual obligations as they come due through the maintenance of adequate cash levels. We expect to maintain
adequate cash levels through profitability, loan and securities repayment and maturity activity and continued deposit gathering activities. We have in place various
borrowing mechanisms for both short-term and long-term liquidity needs.
Off-Balance Sheet Arrangements
We are 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. Those instruments involve, to varying degrees, elements of credit and
interest rate risk in excess of the amount recognized in our consolidated balance sheet. The contractual or notional amounts of those instruments reflect the extent
of involvement we have in particular classes of financial instruments.
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments
generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without
being drawn upon, the total commitment amount does not necessarily represent future cash requirements. We evaluate each customer’s creditworthiness on a case-
by-case basis. The amount of collateral obtained, if we deem collateral is necessary upon extension of credit, is based on management’s credit evaluation of the
counterparty.
Standby letters of credit are conditional commitments issued by us to guarantee the performance of a customer to a third party. They are intended to be
disbursed, subject to certain condition, upon request of the borrower.
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The following table summarized commitments as of the dates presented.
(Dollars in thousands)
Commitments to extend credit
Standby letters of credit
Total
2018
December 31,
2017
$
$
60,789 $
2,999
63,788 $
62,356 $
1,627
63,983 $
2016
55,689
1,499
57,188
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Market risk represents the risk of loss due to changes in market values of assets and liabilities. We incur market risk in the normal course of business through
exposures to market interest rates, equity prices, and credit spreads. We have identified interest rate risk as our primary source of market risk.
Interest Rate Risk
Interest rate risk is the risk to earnings and value arising from changes in market interest rates. Interest rate risk arises from timing differences in the repricings
and maturities of interest-earning assets and interest-bearing liabilities (repricing risk), changes in the expected maturities of assets and liabilities arising from
embedded options, such as borrowers’ ability to prepay home mortgage loans at any time and depositors’ ability to redeem certificates of deposit before maturity
(option risk), changes in the shape of the yield curve where interest rates increase or decrease in a nonparallel fashion (yield curve risk), and changes in spread
relationships between different yield curves, such as U.S. Treasuries and LIBOR (basis risk).
Our board’s asset liability committee, or ALM, establishes broad policy limits with respect to interest rate risk. Our management’s asset liability committee, or
ALCO, establishes specific operating guidelines within the parameters of the policies set by the ALM. In general, we seek to minimize the impact of changing
interest rates on net interest income and the economic values of assets and liabilities. Our ALCO monitors the level of interest rate risk sensitivity on a quarterly
basis to ensure compliance with the ALM-approved risk limits. The policy requires a periodic review of all key assumptions used, such as identifying appropriate
interest rate scenarios, setting loan prepayment rates based on historical analysis, and noninterest-bearing and interest-bearing deposit durations based on historical
analysis.
Interest rate risk management is an active process that encompasses monitoring loan and deposit flows complemented by investment and funding activities.
Effective management of interest rate risk begins with understanding the dynamic characteristics of assets and liabilities and determining the appropriate interest
rate risk posture given business forecasts, management objectives, market expectations, and policy constraints.
An asset sensitive position refers to a balance sheet position in which an increase in short-term interest rates is expected to generate higher net interest income,
as rates earned on our interest-earning assets would reprice upward more quickly than rates paid on our interest-bearing liabilities, thus expanding our net interest
margin. Conversely, a liability sensitive position refers to a balance sheet position in which an increase in short-term interest rates is expected to generate lower net
interest income, as rates paid on our interest-bearing liabilities would reprice upward more quickly than rates earned on our interest-earning assets, thus
compressing our net interest margin.
Interest rate risk measurement is calculated and reported to the ALCO and ALM at least quarterly. The information reported includes period-end results and
identifies any policy limits exceeded, along with an assessment of the policy limit breach and the action plan and timeline for resolution, mitigation, or assumption
of the risk.
Evaluation of Interest Rate Risk
We use a net interest income simulation model to measure and evaluate potential changes in our net interest income. We run various hypothetical interest rate
scenarios at least quarterly and compare these results against a scenario with no changes in interest rates. We use two approaches to model interest rate risk:
Earnings at Risk, or EAR, and Economic Value of Equity, or EVE. Under EAR, net interest income is modeled utilizing various assumptions for assets and
liabilities. EVE measures the period end market value of assets minus the market value of liabilities and the change in this value as rates change. EVE is a period
end measurement.
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Our simulation model incorporates various assumptions, which we believe are reasonable but which may have a significant impact on results such as: (i) the
timing of changes in interest rates; (ii) shifts or rotations in the yield curve; (iii) re-pricing characteristics for market-rate-sensitive instruments; (iv) varying loan
prepayment speeds for different interest rate scenarios; and (v) the overall growth and mix of assets and liabilities. Because of limitations inherent in any approach
used to measure interest rate risk, simulation results are not intended as a forecast of the actual effect of a change in market interest rates on our results but rather as
a means to better plan and execute appropriate asset-liability management strategies and manage our interest rate risk.
Potential changes to our net interest income in hypothetical rising and declining rate scenarios calculated as of December 31, 2018, 2017 and 2016 are
presented in the following table. The projections assume (1) immediate, parallel shifts downward of the yield curve of 100 basis points and (2) immediate, parallel
shifts upward of the yield curve of 100, 200, 300 and 400 basis points over 12 months. In the current interest rate environment, a downward shift of the yield curve
of 200, 300 and 400 basis points does not provide us with meaningful results. In a downward parallel shift of the yield curve, interest rate at the short-end of the
yield curve are not modeled to decline any further than 0%.
+400 basis points
+300 basis points
+200 basis points
+100 basis points
-100 basis points
Net Interest Income Sensitivity
December 31,
2017
2016
2018
Economic Value of Equity Sensitivity
December 31,
2017
2018
2016
16.25%
13.16%
9.32%
5.11%
(3.30)%
11.58%
9.14%
6.42%
3.43%
(2.24)%
9.95%
7.57%
5.58%
3.19%
(1.47)%
(2.94)%
(0.01)%
1.55%
2.62%
(4.38)%
6.28%
5.85%
4.90%
4.09%
(3.06)%
(4.63)%
(2.15)%
(0.02)%
1.65%
(6.42)%
We are within board-established policy limits for the all rate scenarios. The EAR reported at December 31, 2018 projects that our earnings are expected to be
sensitive to changes in interest rates over the next year. In recent periods, the amount of fixed rate assets decreased resulting in a position shift to be slightly more
asset sensitive.
85
Table of Contents
Item 8. Financial Statement s and Supplementary Data.
The Financial Statements required by this Item 8 is contained on pages F-1 through F49 of this 10-K and are incorporated herein by reference:
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets at December 31, 2018 and 2017
Consolidated Statements of Income for the Years Ended December 31, 2018, 2017 and 2016
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2018, 2017 and 2016
Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended December 31, 2018, 2017 and 2016
Consolidated Statements of Cash Flows for the Years Ended December 31, 2018, 2017 and 2016
Notes to Consolidated Financial Statements for the Years Ended December 31, 2018, 2017, and 2016
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
F-87
F-87
F-87
F-87
F-87
F-87
F-87
None.
Item 9A. Controls and Procedures.
Evaluation of disclosure controls and procedures
The Company’s management, including our President and Chief Executive Officer and our Chief Financial Officer, have evaluated the effectiveness of our
“disclosure controls and procedures” (as defined in Rule 13a-15(e) under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”)), as of the
end of the period covered in this report. Based on such evaluation, our President and Chief Executive Officer and our Chief Financial Officer have concluded that,
as of the end of such period, the Company’s disclosure controls and procedures were effective as of that date to provide reasonable assurance that the information
required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the rules and forms of the SEC and that information required to be disclosed by the Company in the reports it files or submits under the
Exchange Act is accumulated and communicated to the Company’s management, including its President and Chief Executive Officer and its Chief Financial
Officer, as appropriate, to allow timely decisions regarding required disclosure.
Management’s Annual Report on Internal Control Over Financial Reporting
The Company is not currently required to comply with the rules of the SEC implementing Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-
Oxley Act, and is therefore not required to make a formal assessment of the effectiveness of our internal control over financial reporting for that purpose.
Changes in internal control over financial reporting
There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act)
during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over
financial reporting.
Item 9B. Other Information.
None.
86
Table of Contents
Item 10. Directors, Executive Officers and Corporate Governance.
PART III
Information required by this item will be contained in our Definitive Proxy Statement for our 2019 Annual Meeting of Shareholders to be filed pursuant to
Regulation 14A with the Securities and Exchange Commission within 120 days of December 31, 2018. Such information is incorporated herein by reference.
We have adopted a code of ethics that applies to our Chief Executive Officer, Chief Financial Officer, and to our other principal financial officers. The code of
ethics is available at the Governance Documents section of our website at www.myopenbank.com.
We intend to disclose future amendments to, or waivers from,
certain provisions of our code of ethics on the above website within four business days following the date of such amendment or waiver.
Item 11. Executive Compensation.
Information required by this item will be contained in our Definitive Proxy Statement for our 2019 Annual Meeting of Shareholders to be filed pursuant to
Regulation 14A with the Securities and Exchange Commission within 120 days of December 31, 2018. Such information is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Information required by this item will be contained in our Definitive Proxy Statement for our 2019 Annual Meeting of Shareholders to be filed pursuant to
Regulation 14A with the Securities and Exchange Commission within 120 days of December 31, 2018. Such information is incorporated herein by reference.
The following table summarizes our equity compensation plans as of December 31, 2018:
Securities Authorized for Issuance Under Equity Compensation Plans
Plan Category
Equity compensation plans approved by security
holders
Equity compensation plans not approved by
security holders
Total
Number of securities
to be issued upon
exercise of outstanding
options, warrants
and rights
(a)
Weighted average
exercise price of
outstanding options,
warrants and rights
(b)
Number of securities
remaining available for
future issuance under
equity compensation
plans excluding securities
reflected in Column (a)
(c)
778,000 $
— $
778,000 $
3.98
—
3.98
528,000
—
528,000
Item 13. Certain Relationships and Related Transactions, and Director Independence.
Information required by this item will be contained in our Definitive Proxy Statement for our 2019 Annual Meeting of Shareholders to be filed pursuant to
Regulation 14A with the Securities and Exchange Commission within 120 days of December 31, 2018. Such information is incorporated herein by reference.
Item 14. Principal Accounting Fees and Services.
Information required by this item will be contained in our Definitive Proxy Statement for our 2019 Annual Meeting of Shareholders to be filed pursuant to
Regulation 14A with the Securities and Exchange Commission within 120 days of December 31, 2018. Such information is incorporated herein by reference.
87
Table of Contents
Item 15. Exhibits, Financial Statement Schedules.
PART IV
(a)(1) Financial Statements : The financial statements listed under Part II-Item 8. “Financial Statements and Supplementary Data” are filed as part of this Item
15 of this 10-K.
(a)(2) Financial Statement Schedules : All financial statement schedules have been omitted as such the required information is not applicable or has been
included in the Financial Statements and related notes.
(a)(3) List of Exhibits : The exhibits required by Item 601 of Regulation S-K are included under Item 15(b) below.
(b) Exhibits
Exhibit
Number
Description
3.1
3.2
4.1
10.1*
10.2*
10.3*
10.4*
10.5*
10.6*
10.7*
Articles of Incorporation of OP Bancorp (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Form S-1 Registration Statement
(Registration No. 333-223444) filed on March 5, 2018)
Amended and Restated Bylaws of OP Bancorp (incorporated herein by reference to Exhibit 3.2 to the Registrant’s Form S-1 Registration Statement
(Registration No. 333-223444) filed on March 5, 2018)
Specimen common stock certificate of OP Bancorp (incorporated herein by reference to Exhibit 4.1 to the Registrant’s Form S-1 Registration
Statement (Registration No. 333-223444) filed on March 5, 2018)
Employment Agreement, dated November 1, 2017, between OP Bancorp and Min J. Kim (incorporated herein by reference to Exhibit 10.1 to the
Registrant’s Form S-1 Registration Statement (Registration No. 333-223444) filed on March 5, 2018)
Employment Offer Letter, dated June 10, 2010, from First Standard Bank to Christine Oh (incorporated herein by reference to Exhibit 10.2 to the
Registrant’s Form S-1 Registration Statement (Registration No. 333-223444) filed on March 5, 2018)
Employment Offer Letter, dated April 28, 2010, from First Standard Bank to Steve Park (incorporated herein by reference to Exhibit 10.3 to the
Registrant’s Form S-1 Registration Statement (Registration No. 333-223444) filed on March 5, 2018)
Employment Offer Letter, dated September 9, 2013, from First Standard Bank to Ki Won Yoon (incorporated herein by reference to Exhibit 10.4 to
the Registrant’s Form S-1 Registration Statement (Registration No. 333-223444) filed on March 5, 2018)
Employment Offer Letter, dated April 27, 2010, from First Standard Bank to Kathrine Duncan (incorporated herein by reference to Exhibit 10.5 to
the Registrant’s Form S-1 Registration Statement (Registration No. 333-223444) filed on March 5, 2018)
2010 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.6 to the Registrant’s Form S-1 Registration Statement (Registration No.
333-223444) filed on March 5, 2018)
First Amendment to the 2010 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.7 to the Registrant’s Form S-1 Registration
Statement (Registration No. 333-223444) filed on March 5, 2018)
88
Table of Contents
10.8*
10.9*
10.10*
10.11*
10.12*
10.13*
10.14*
10.15
21.1
Form of Stock Option Award under the 2010 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.8 to the Registrant’s Form S-1
Registration Statement (Registration No. 333-223444) filed on March 5, 2018)
Form of Restricted Stock Unit Agreement under the 2010 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.9 to the Registrant’s
Form S-1 Registration Statement (Registration No. 333-223444) filed on March 5, 2018)
2005 Director and Employee Stock Option Plan (incorporated herein by reference to Exhibit 10.10 to the Registrant’s Form S-1 Registration
Statement (Registration No. 333-223444) filed on March 5, 2018)
Form of Stock Option Award under the 2005 Director and Employee Stock Option Plan (incorporated herein by reference to Exhibit 10.11 to the
Registrant’s Form S-1 Registration Statement (Registration No. 333-223444) filed on March 5, 2018)
OP Bancorp 2017 Management Incentive Plan (incorporated herein by reference to Exhibit 10.12 to the Registrant’s Form S-1 Registration
Statement (Registration No. 333-223444) filed on March 5, 2018)
OP Bancorp Change in Control Severance Plan (incorporated herein by reference to Exhibit 10.13 to the Registrant’s Form S-1 Registration
Statement (Registration No. 333-223444) filed on March 5, 2018)
Form of Indemnification Agreement entered into with all of the directors and executive officers of OP Bancorp (incorporated herein by reference to
Exhibit 10.14 to the Registrant’s Form S-1 Registration Statement (Registration No. 333-223444) filed on March 5, 2018)
Coexistence Agreement with Open Bank S.A. (incorporated herein by reference to Exhibit 10.15 to the Registrant’s Form S-1 Registration
Statement (Registration No. 333-223444) filed on March 5, 2018)
Subsidiaries of OP Bancorp (incorporated herein by reference to Exhibit 21.1 to the Registrant’s Form S-1 Registration Statement (Registration No.
333-223444) filed on March 5, 2018)
23.1
Consent of Crowe LLP
24.1
Power of Attorney (incorporated by reference to the signature page of this Annual Report on Form 10-K)
31.1
31.2
32.1
32.2
Certification of Chief Executive Officer Pursuant to Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.
Certification of Chief Financial Officer Pursuant to Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, 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.
101.INS
XBRL Instance Document
101.SCH
XBRL Taxonomy Extension Schema Document
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document
89
Table of Contents
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
XBRL Taxonomy Extension Label Linkbase Document
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document
* Indicates management contract or compensatory plan or arrangement
Item 16. Form 10-K Summary
None.
90
Table of Contents
SIGNAT URES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be
signed on its behalf by the undersigned, thereunto duly authorized .
Date: March 15, 2019
OP Bancorp
By:
/s/ MIN J. KIM
Min J. Kim
President and Chief Executive Officer
POWER OF ATTORNEY AND SIGNATURES
KNOW ALL PERSONS BY THESE PRESENT, that each person whose signature appears below constitutes and appoints each of Min J. Kim and Christine Y.
Oh, his or her attorney-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Annual Report on
Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that said attorney-in-fact, or his or her substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the
Registrant in the capacities and on the dates indicated.
Signature/Name
/s/ MIN J. KIM
Min J. Kim
/s/ CHRISTINE Y. OH
Christine Y. Oh
/s/ BRIAN CHOI
Brian Choi
/s/ ERNEST E. DOW
Ernest E. Dow
/s/ JASON HWANG
Jason Hwang
/s/ SOO HUN JUNG
Soo Hun Jung
/s/ OCK HEE KIM
Ock Hee Kim
/s/ MYUNG JA (SUSAN) PARK
Myung Ja (Susan) Park
/s/ YONG SIN SHIN
Yong Sin Shin
Title
President and Chief Executive Officer
Date
March 15, 2019
Executive Vice President & Chief Financial Officer
March 15, 2019
Director
Director
Director
Director
Director
Director
Director
91
March 15, 2019
March 15, 2019
March 15, 2019
March 15, 2019
March 15, 2019
March 15, 2019
March 15, 2019
Table of Contents
Report of Independent Registered Public Accounting Firm
Shareholders and the Board of Directors of OP Bancorp and Subsidiary
Los Angeles, California
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of OP Bancorp and Subsidiary (the "Company") as of December 31, 2018 and 2017, the
related consolidated statements of income, comprehensive income, changes in shareholders’ equity, and cash flows for each of the three years in the period ended
December 31, 2018, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all
material respects, the financial position of the Company as of December 31, 2018 and 2017, and the results of their operations and their cash flows for each of the
three years in the period ended December 31, 2018, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial
statements 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 audit to obtain reasonable
assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were
we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control
over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.
Accordingly, we express no such opinion.
Our audits 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. We believe that our audits provide a reasonable basis for our opinion.
/s/ Crowe LLP
We have served as the Company's auditor since 2010.
Los Angeles, California
March 15, 2019
F-1
Table of Contents
OP BANCORP AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2018 AND 2017
ASSETS
Cash and cash equivalents
Securities available for sale, at fair value
Other investments
Loans held for sale
Loans receivable, net of allowance of $9,636 at December 31, 2018
and $9,139 at December 31, 2017
Premises and equipment, net
Accrued interest receivable
Servicing assets
Company owned life insurance
Deferred tax assets
Other assets
Total assets
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities
Deposits:
Noninterest bearing
Interest bearing:
Savings
Money market and others
Time deposits greater than $250,000
Other time deposits
Total deposits
Federal Home Loan Bank advances
Accrued interest payable
Other liabilities
Total liabilities
Shareholders’ equity
Preferred stock – no par value; 10,000,000 shares authorized; no shares
issued or outstanding at December 31, 2018 and December 31, 2017
Common stock – no par value; 50,000,000 shares authorized; 15,860,306
and 13,190,527 shares issued and outstanding at December 31, 2018
and December 31, 2017, respectively
Additional paid-in capital
Retained earnings
Accumulated other comprehensive loss
Total shareholders’ equity
Total liabilities and shareholders' equity
December 31,
2018
December 31,
2017
(Dollars in thousands, except share data)
$
$
77,726 $
55,336
7,260
752
865,423
4,633
3,068
6,987
11,394
3,672
7,935
1,044,186 $
63,250
41,472
4,287
15,739
738,884
4,481
2,463
6,771
11,090
3,383
9,179
900,999
$
285,132 $
289,410
3,421
261,349
164,281
190,993
905,176
—
1,715
7,508
914,399
3,839
247,324
108,952
123,781
773,306
25,000
423
10,790
809,519
—
—
91,209
6,249
32,877
(548)
129,787
1,044,186 $
67,926
5,280
18,624
(350)
91,480
900,999
$
See accompanying notes to consolidated financial statements
F-2
Table of Contents
OP BANCORP AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
YEARS ENDED DECEMBER 31, 2018, 2017, AND 2016
Interest income
Interest and fees on loans
Interest on securities available for sale
Other interest income
Total interest income
Interest expense
Interest on deposits
Interest on borrowed funds
Total interest expense
Net interest income
Provision for loan losses
Net interest income after provision for loan losses
Noninterest income
Service charges on deposits
Loan servicing fees, net of amortization
Gain on sale of loans
Other income
Total noninterest income
Noninterest expense
Salaries and employee benefits
Occupancy and equipment
Data processing and communication
Professional fees
FDIC insurance and regulatory assessments
Promotion and advertising
Directors’ fees
Foundation donation and other contributions
Other expenses
Total noninterest expense
Income before income taxes
Provision for income taxes
Net income
Basic EPS
Diluted EPS
2018
Years ended December 31,
2017
(Dollars in thousands, except share data)
2016
$
48,108 $
985
975
50,068
39,112 $
676
495
40,283
8,964
147
9,111
40,957
1,267
39,690
1,916
1,078
4,880
1,455
9,329
18,195
4,111
1,231
921
405
814
851
1,441
1,593
29,562
19,457
5,204
14,253 $
0.92 $
0.89 $
4,470
103
4,573
35,710
1,311
34,399
1,656
1,127
4,939
1,264
8,986
16,474
3,918
1,323
589
377
631
796
954
1,195
26,257
17,128
7,892
9,236 $
0.68 $
0.66 $
$
$
$
30,530
664
507
31,701
3,286
85
3,371
28,330
1,682
26,648
1,275
1,313
5,507
912
9,007
14,556
3,616
1,087
683
369
557
758
745
963
23,334
12,320
4,894
7,425
0.55
0.53
See accompanying notes to consolidated financial statements
F-3
Table of Contents
OP BANCORP AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
YEARS ENDED DECEMBER 31, 2018, 2017, AND 2016
Net income
Other comprehensive income (loss):
Change in unrealized income (loss) on
securities available for sale
Reclassification adjustments for gain included
in net income
Tax effect
Total other comprehensive income (loss)
Comprehensive income
$
2018
For Year Ended December 31,
2017
(Dollars in thousands)
2016
$
14,253 $
9,236 $
7,425
(175)
—
(23)
(198)
14,055 $
(238)
—
103
(135)
9,101 $
29
—
(12)
17
7,442
See accompanying notes to consolidated financial statements.
F-4
Table of Contents
OP BANCORP AND SUBSIDIDARY
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
YEARS ENDED DECEMBER 31, 2018, 2017, AND 2016
Common Stock
Additional
Shares
Outstanding
Amount
Paid-in
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)
Total
Shareholders’
Equity
Balance at January 1, 2016
Net income
Stock issued under stock-based
compensation plans
Stock-based compensation
Change in unrealized loss on
securities available for sale
net of reclassifications and
tax effects
Balance at December 31, 2016
Balance at January 1, 2017
Net income
Stock issued under stock-based
compensation plans
Stock-based compensation
Change in unrealized loss on
securities available for sale
net of reclassifications and
tax effects
Balance at December 31, 2017
Balance at January 1, 2018
Net income
Stock issued under stock offering, net of
expenses
Stock issued under stock-based
compensation plans
Stock-based compensation
Change in unrealized loss on
securities available for sale
net of reclassifications and
tax effects
Balance at December 31, 2018
12,682,510 $
—
(Dollars in thousands, except share data)
1,963 $
7,425
3,407 $
—
67,342 $
—
(232) $
—
72,480
7,425
214,038
—
157
—
—
1,205
—
—
—
—
157
1,205
—
12,896,548 $
—
67,499 $
—
4,612 $
—
9,388 $
17
(215) $
17
81,284
12,896,548 $
—
67,499 $
—
4,612 $
—
9,388 $
9,236
(215) $
—
81,284
9,236
293,979
—
427
—
—
668
—
—
—
—
427
668
—
13,190,527 $
—
67,926 $
—
5,280 $
—
18,624 $
(135)
(350) $
(135)
91,480
13,190,527 $
—
67,926 $
—
5,280 $
—
18,624 $
14,253
(350) $
—
91,480
14,253
2,300,000
22,569
—
—
—
22,569
369,779
—
714
—
—
969
—
—
—
—
714
969
—
15,860,306 $
—
91,209 $
—
6,249 $
—
32,877 $
(198)
(548) $
(198)
129,787
See accompanying notes to consolidated financial statements
F-5
Table of Contents
OP BANCORP AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2018, 2017, AND 2016
Cash flows from operating activities
Net income
Adjustments to reconcile net income to net cash and cash
equivalents provided by operating activities:
Provision for loan losses
Depreciation and amortization of premises and equipment
Amortization of net premiums on securities
Stock-based compensation
Gain on sales of loans
Earnings on company owned life insurance
Origination of loans held for sale
Proceeds from sales of loans held for sale
Amortization of servicing assets
Net change in:
Accrued interest receivable
Other assets
Accrued interest payable
Other liabilities
Net cash from operating activities
Cash flows from investing activities
Net change in loans receivable
Proceeds from calls of securities available for sale
Purchase of premises and equipment, net
Purchase of securities available for sale
Purchase of other investments
Net cash from investing activities
Cash flows from financing activities
Net change in deposits
Cash received from stock option exercises
Borrowing(Repayment) of Federal Home Loan Bank advances
Issuance of common stock, net of expenses
Net cash from financing activities
Net change in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
Supplemental cash flow information
Cash paid during the period for:
Income taxes
Interest
Supplemental noncash disclosure:
Transfer from securities available for sale to other investments
2018
Year ended December 31,
2017
(Dollars in thousands)
2016
$
14,253 $
9,236 $
7,425
1,267
1,043
269
969
(4,880)
(304)
(74,246)
91,856
2,041
(605)
932
1,292
(3,282)
30,605
(127,806)
6,562
(1,195)
(23,358)
(485)
(146,282)
131,870
714
(25,000)
22,569
130,153
14,476
63,250
$
77,726 $
1,311
1,008
283
668
(4,939)
(320)
(83,423)
72,346
1,935
(462)
(2,819)
101
2,928
(2,147)
(73,878)
6,169
(421)
(12,699)
(849)
(81,678)
111,522
427
15,000
—
126,949
43,124
20,126
63,250 $
$
$
6,609 $
7,819
7,742 $
4,471
2,486 $
— $
1,682
1,084
385
1,205
(5,507)
(334)
(84,065)
90,860
1,413
(440)
(6,160)
(25)
3,059
10,582
(167,103)
8,069
(259)
—
(782)
(160,075)
142,063
157
(10,000)
—
132,220
(17,273)
37,399
20,126
5,432
3,397
—
See accompanying notes to consolidated financial statements
F-6
Table of Contents
OP BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2018, 2017, AND 2016
Note 1. Summary of Significant Accounting Policies
Business Description: OP Bancorp is a California corporation that was formed to acquire 100% of the voting equity of Open Bank (the “Bank”) and
commenced operation as a bank holding company on June 1, 2016. This transaction was treated as an internal reorganization as all shareholders of the Bank
became shareholders of OP Bancorp. OP Bancorp has no operations other than ownership of the Bank. The Bank is a California state-chartered and FDIC-insured
financial institution, which began its operations on June 10, 2005. Headquartered in downtown Los Angeles, California, OP Bancorp operates primarily in the
traditional banking business arena that includes accepting deposits and making loans and investments. OP Bancorp’s primary deposit products are demand and time
deposits, and the primary lending products are commercial business loans to small to medium sized businesses. OP Bancorp is operating with eight full service
branches.
Initial Public Offering: On March 27, 2018, the Company completed its initial public offering of common stock, pursuant to which an aggregate of 2,300,000
shares of its common stock were sold at a public offering price of $11.00 per share, for aggregate net proceeds of approximately $22.6 million, after deducting
underwriter discounts and commissions paid by it of approximately $1.7 million and other offering expenses of approximately $925,000.
Basis of Presentation: The consolidated financial statements of the Company have been prepared in conformity with accounting principles generally accepted
in the United States of America (“GAAP”). Certain reclassifications have been made to the prior year’s financial statements to conform to the current year’s
presentation.
Use of Estimates: To prepare financial statements in conformity with GAAP, management makes estimates and assumptions based on available information.
These estimates and assumptions affect the amounts reported in the financial statements and the disclosures provided, and actual results could differ.
Concentration of Risk: Most of the Company’s customers are located within Los Angeles County and the surrounding area. The concentration of loans
originated in this area may subject the Company to the risk of adverse impacts of economic, regulatory or other developments that could occur in Southern
California. The Company has significant concentration in commercial real estate loans. The Company obtains what it believes to be sufficient collateral to secure
potential losses. The extent and value of the collateral obtained varies based upon the details underlying each loan agreement.
Cash Flows: Cash and cash equivalents include cash, deposits with other financial institutions with original maturities less than 90 days, and federal funds
sold. Net cash flows are reported for customer loan and deposit transactions and Federal Home Loan Bank advances transactions.
Securities: Securities are classified as held to maturity and carried at amortized cost when management has the positive intent and ability to hold them to
maturity. Securities are classified as available for sale when they might be sold before maturity. Securities available for sale are carried at fair value, with
unrealized holding gains and losses reported in other comprehensive income, net of tax. Interest income includes amortization of purchase premium or
discount. Premiums and discounts on securities are amortized on the level-yield method without anticipating prepayments. Gains and losses on sales are recorded
on the trade date and determined using the specific identification method.
Management evaluates securities for other-than-temporary impairment (“OTTI”) on at least a quarterly basis, and more frequently when economic or market
conditions warrant such an evaluation. For securities in an unrealized loss position, management considers the extent and duration of the unrealized loss, and the
financial condition and near-term prospects of the issuer. Management also assesses whether it intends to sell, or it is more likely than not that it will be required to
sell, a security in an unrealized loss position before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the
entire difference between amortized cost and
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fair value is recognized as impairment through earnings. For debt securities that do not meet the aforementioned criteria, the amount of impairment is split into two
components as follows: 1) OTTI related to credit loss, which must be recognized in the income statement, and 2) OTTI related to other factors, which is recognized
in other comprehensive income. The credit loss is defined as the difference between the present value of the cash flows expected to be collected and the amortized
cost basis.
Other investments: Other investments includes the followings : (i) Federal Home Loan Bank (“FHLB”) Stock - the Bank is a member of the FHLB system.
Members are required to own a certain amount of stock based on the level of borrowings and other factors, and may invest in additional amounts. FHLB stock is
carried at cost, classified as a restricted security, and periodically evaluated for impairment based on ultimate recovery of par value. Both cash and stock dividends
are reported as income; (ii) Pacific Coast Bankers Bank (“PCBB”) Stock - the Bank is a member of PCBB. PCBB stock is carried at cost, classified as a restricted
security, and periodically evaluated for impairment based on ultimate recovery of par value. Both cash and stock dividends are reported as income; and (iii) the
Company’s investment in a mutual fund to satisfy the Company’s requirements under the Community Reinvestment Act (“CRA”). CRA mutual fund is reported at
fair value. Unrealized gains and losses are recognized in other income in the Consolidated Statements of Income.
Loans Held for Sale: Certain Small Business Administration (“SBA”) loans that may be sold prior to maturity are designated as held for sale at origination
and are recorded at the lower of their cost or fair value less costs to sell, determined on an aggregate basis. A valuation allowance is established if the market value
of such loans is lower than their cost, and operations are charged or credited for valuation adjustments. 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 sales of the related loans. A
portion of the premium on sale of SBA loans is recognized as gains on sales of loans at the time of the sale. These loans are generally sold with servicing retained.
Loans Receivable: Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at the principal
balance outstanding, net of deferred loan fees and costs and an allowance for loan losses. Interest income is accrued on the unpaid principal balance. Loan
origination fees, net of certain direct origination costs, are deferred and recognized in interest income using the level-yield method without anticipating
prepayments. The recorded investment in loans includes accrued interest receivable, deferred loan fees and costs, and unearned income.
The accrual of interest income on commercial real estate and other commercial and industrial loans is discontinued at the time the loan is 90 days delinquent
unless the loan is well-secured and in process of collection. Consumer loans are typically charged off no later than 120 days past due. Past due status is based on the
contractual terms of the loan. In all cases, loans are placed on nonaccrual status or charged-off at an earlier date if collection of principal or interest is considered
doubtful. Nonaccrual loans and loans past due 90 days still on accrual include both smaller balance homogeneous loans that are collectively evaluated for
impairment and individually classified impaired loans.
All interest accrued but not received for loans placed on nonaccrual status is reversed against interest income. Interest received on such loans is accounted for
on the cash-basis or cost-recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts
contractually due are brought current and future payments are reasonably assured.
Allowance for Loan Losses: The allowance for loan losses is a valuation allowance for probable incurred credit losses. Loan losses are charged against the
allowance when management believes the uncollectibility of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance. Management
estimates the allowance balance required using past loan loss experience, the nature and volume of the portfolio, information about specific borrower situations and
estimated collateral values, economic conditions, and other factors. Allocations of the allowance may be made for specific loans, but the entire allowance is
available for any loan that in management’s judgment should be charged off.
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The allowance consists of specific and general components. The specific component relates to loans that are individually classified as impaired. A loan is
impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the contractual
terms of the loan agreement.
Loans for which the terms have been modified resulting in a concession, and for which the borrower is experiencing financial difficulties, are considered
troubled debt restructurings and classified as impaired. Troubled debt restructurings are separately identified for impairment disclosures and are measured at the
present value of estimated future cash flows using the loan’s effective rate at inception. If a troubled debt restructuring is considered to be a collateral dependent
loan, the loan is reported, net, at the fair value of the collateral. For troubled debt restructurings that subsequently default, the Company determines the amount of
reserve in accordance with the accounting policy for the allowance for loan losses.
Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal
and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management
determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the
loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation
to the principal and interest owed. Impairment is measured on a loan-by-loan basis for commercial real estate and construction loans. Large groups of smaller
balance homogeneous loans are collectively evaluated for impairment. Income recognition on impaired loans materially conforms to the method the Company uses
for income recognition on nonaccrual loans.
Allowance for impaired loans is determined based on the present value of the estimated cash flows or on the fair value of the collateral if the loan is collateral
dependent, less costs to sell. If the measured fair value is less than the recorded investment in the loan, the deficiency will be charged off against the allowance for
loan losses, or alternatively, a specific allocation will be established. For consumer loans, management will generally charge off the balance if the loan is 90 days or
more past due.
The general component of the allowance covers non-impaired loans and is based on historical loss experience adjusted for current factors. The historical loss
experience is determined by portfolio segment and is based on the actual loss history experienced by the Company over the most recent two years. For those
portfolio segments that the Company does not have sufficient historical data available to track the loss migration, the loss factors are based on the actual loss
history experienced by the Company over the most recent five years. This actual loss experience is supplemented with other economic factors based on the risks
present for each portfolio segment. These economic factors include consideration of the following: levels of and trends in delinquencies and impaired loans; levels
of and trends in charge-offs and recoveries; trends in volume and terms of loans; effects of any changes in risk selection and underwriting standards; other changes
in lending policies, procedures, and practices; experience, ability, and depth of lending management and other relevant staff; national and local economic trends
and conditions; industry conditions; and effects of changes in credit concentrations.
The following portfolio segments have been identified in the Company’s loan portfolio, and are also representative of the classes within the portfolio:
commercial real estate, SBA loans—real estate, SBA loans—non-real estate, commercial and industrial, home mortgage, and consumer. The Company reviews the
credit risk exposure of all its portfolio segments by internally assigned grades. The Company categorizes loans into risk grades based on relevant information about
the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and
current economic trends, among other factors. For the home mortgage and consumer portfolio segments, the Company’s primary monitoring tool is reviewing past
due listings to determine if the loans are performing.
The determination of the allowance for loan losses is based on estimates that are particularly susceptible to changes in the economic environment and market
conditions.
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Servicing Assets: When SBA loans are sold with servicing retained, servicing assets are initially recorded at fair value with the income statement effect
recorded in gains on sales of loans. Fair value is based on a valuation model that calculates the present value of estimated future net servicing income. The
valuation model incorporates assumptions that market participants would use in estimating future net servicing income, such as the cost to service, the discount
rate, prepayment speeds, and default rates and losses. The Company compares the valuation model inputs and results to published industry data in order to validate
the model results and assumptions. Servicing assets are subsequently measured using the amortization method which requires servicing assets to be amortized into
noninterest income in proportion to, and over the period of, the estimated future net servicing income of the underlying loans.
Servicing assets are evaluated for impairment based upon the fair value of the assets as compared to their carrying amount. Impairment is recognized through a
valuation allowance to the extent that fair value is less than the carrying amount. If the Company later determines that all or a portion of the impairment no longer
exists, a reduction of the valuation allowance may be recorded as an increase to income. Changes in the valuation allowances are reported with other income on the
income statement. The fair values of servicing rights are subject to fluctuations as a result of changes in estimated and actual prepayment speeds, default rates, and
losses.
Servicing fee income, which is reported on the income statement as other income, is recorded for fees earned for servicing loans. The fees are based on a
contractual percentage of the outstanding principal and are recorded as income when earned. The amortization of servicing assets is netted against loan servicing
fee income. Late fees and ancillary fees related to loan servicing are not material.
Company Owned Life Insurance: The Company has purchased life insurance policies on certain key executives. Company 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 that are probable at settlement.
Transfers of Financial Assets: Transfers of financial assets are accounted for as sales when control over the assets has been relinquished. Control over
transferred assets is deemed to be surrendered when the assets have been isolated from the Company, the transferee obtains the right (free of conditions that
constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and the Company does not maintain effective control over the
transferred assets through an agreement to repurchase them before their maturity.
Premises and Equipment: Premises and equipment are stated at cost, less accumulated depreciation. Equipment and furnishings are depreciated over 3 to 10
years, and leasehold improvements are amortized over the lesser of the terms of the respective leases or the estimated useful lives. The straight-line method of
depreciation is used for financial reporting purposes. Repairs and maintenance are charged to operating expenses as incurred.
Other Real Estate Owned, Net: Assets acquired through or instead of loan foreclosure are initially recorded at fair value less costs to sell when acquired,
establishing a new cost basis. Physical possession of residential real estate property collateralizing a consumer mortgage loan occurs when the legal title is obtained
upon completion of foreclosure or when the borrower conveys all interest in the property to satisfy the loan through the completion of a deed in lieu of foreclosure
or through a similar legal agreement. These assets are subsequently accounted for at the lower of their cost or fair value less estimated costs to sell. If their fair
value declines subsequent to foreclosure, a valuation allowance is recorded through expense. Operating costs after acquisition are expensed.
Loan Commitments and Related Financial Instruments: Financial instruments include off-balance sheet credit instruments, such as commitments to make
loans and commercial letters of credit, issued to meet customer financing needs. The face amount for these items represents the exposure to loss, before considering
customer collateral or ability to repay. Such financial instruments are recorded when they are funded.
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Stock-Based Compensation: Compensation cost is recognized for stock options and restricted stock awards issued to employees based on the fair value of
the awards at the date of grant. A Black-Scholes model is utilized to estimate the fair value of stock options, while the market price of the Company’s common
stock at the date of the grant is used for restricted stock awards. Compensation cost is recognized over the required service period, generally defined as the vesting
period. For awards with graded vesting, compensation cost is recognized on a straight-line basis over the requisite service period for the entire award.
Earnings per Common Share: Basic and diluted earnings per share is based on the two-class method prescribed in ASC Topic 260, Earnings Per Share
(ASC 260). Stock options and restricted stock awards are considered outstanding for this calculation unless unearned. Diluted earnings per common share includes
the dilutive effect of additional potential common shares issuable under stock-based compensation plans. Earnings and dividends per share are restated for all stock
splits and stock dividends through the date of issuance of the financial statements.
Income Taxes: Income tax expense is the total of the current year income tax due or refundable and the change in deferred tax assets and liabilities. Deferred
tax assets and liabilities are the expected future tax amounts for the temporary differences between carrying amounts and tax bases of assets and liabilities,
computed using enacted tax rates. A valuation allowance, if needed, reduces deferred tax assets to the amount expected to be realized.
A tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination
being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax
positions not meeting the “more likely than not” test, no tax benefit is recorded. The Company does not expect the total amount of unrecognized tax benefits to
significantly increase or decrease in the next twelve months.
The Company recognizes interest and/or penalties related to income tax matters in income tax expense. There were no interest or penalties recognized in the
years ended December, 2018 or 2017.
Comprehensive Income/(Loss): Comprehensive income/(loss) consists of net income and other comprehensive income. Other comprehensive income
includes unrealized gains and losses on securities available for sale, which are also recognized as separate components of shareholders’ equity, net of tax.
Loss Contingencies: Loss contingencies, including claims and legal actions arising in the ordinary course of business, are recorded as liabilities when the
likelihood of loss is probable and an amount or range of loss can be reasonably estimated. Management does not believe there now are such matters that will have a
material effect on the financial statements.
Fair Value of Financial Instruments: Fair values of financial instruments are estimated using relevant market information and other assumptions, as more
fully disclosed in Note 13—Fair Value of Financial Instruments. 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.
Operating Segments: While the chief decision-makers monitor the revenue streams of the various products and services, operations are managed and
financial performance is evaluated on a Company-wide basis. Discrete financial information is not available other than on a Company-wide basis.
Reclassifications: Some items in the prior period financial statements were reclassified to conform to the current presentation. Reclassification had no effect
on prior year net income or shareholders’ equity.
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Recent Accounting Pronouncements:
In May 2014, the Financial Accounting Standard Board (FASB) issued Accounting Standard Update (ASU) 2014-9 (ASU 2014-09), Revenue from Contracts
with Customers. The core principle of ASU 2014-09 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in
an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also specifies the
accounting for some costs to obtain or fulfill a contract with a customer, as well as enhanced disclosure requirements. In August 2015, the FASB issued ASU 2015-
14 which deferred the effective date of ASU 2014-09 to fiscal years, and interim reporting periods within those fiscal years, beginning after December 15, 2017. In
March 2016, the FASB issued ASU 2016-08 which clarified the revenue recognition implementation guidance on principal versus agent considerations and is
effective during the same period as ASU 2014-09. In April 2016, the FASB issued ASU 2016-10 which clarified the revenue recognition guidance regarding the
identification of performance obligations and the licensing implementation and is effective during the same period as ASU 2014-09. In May 2016, the FASB issued
ASU 2016-12 which narrowly amended the revenue recognition guidance regarding collectability, noncash consideration, presentation of sales tax and transition.
ASU 2016-12 is effective during the same period as ASU 2014-09.
The majority of the Company’s revenue consists of net interest income on financial assets and financial liabilities, which is explicitly excluded from the scope
of ASU 2014-09. The Company adopted the new standard beginning January 1, 2018. The Company completed its analysis for determining the extent ASU 2014-
09 will affect its noninterest income, primarily in the area of fees and service charges on deposit accounts and trade finance activities. Based on the analysis
performed, the Company did not have a material change in the timing or measurement of revenues related to noninterest income. This guidance did not have a
material impact on the Company’s consolidated financial statements. See Note 12. Revenue Recognition for further details.
Effective January 2018, the Company adopted ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial
Assets and Financial Liabilities (ASU 2016-01). The main objective of ASU 2016-01 is to enhance the reporting model for financial instruments to provide users
of financial statements with more decision-useful information. ASU 2016-01 addresses certain aspects of recognition, measurement, presentation, and disclosure of
financial instruments. Some of the amendments in ASU 2016-01 include the following: 1) Require equity investments (except those accounted for under the
equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income;
2) Simplify the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment;
3) Require public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; and 4) Require an
entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-
specific credit risk when the entity has elected to measure the liability at fair value. For public business entities, the amendments of ASU 2016-01 are effective for
fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The adoption of ASU 2016-01 resulted in a transfer of $2.5
million of a mutual funds from securities available for sale to other investments on the consolidted balance sheet. However, this standard did not have a material
impact on the consolidated financial statements. See Note 13 for fair value measurement disclosures.
In February 2016, the FASB issued its new lease accounting guidance in ASU No. 2016-02, Leases
(Topic
842)
. Under the new guidance, lessees will be
required to recognize the following for all leases, with the exception of short-term leases, at the commencement date: (1) a lease liability, which is a lessee’s
obligation to make lease payments arising from a lease, measured on a discounted basis; and (2) a right-of-use asset, which is an asset that represents the lessee’s
right to use, or control the use of, a specified asset for the lease term. Under the new guidance, lessor accounting is largely unchanged. In July 2018, the FASB
issued ASU No. 2018-10, Codification
Improvements
to
Topic
842,
Leases
and ASU No. 2018-11, Leases
(Topic
842):
Targeted
Improvements
. ASU No. 2018-
10 provides improvements related to ASU No. 2016-02 to increase stakeholders’ awareness of the amendments and to expedite the improvements. The
amendments affect narrow aspects of the guidance issued in ASU No. 2016-02. ASU No. 2018-11 allows entities adopting ASU No. 2016-02 to choose an
additional (and optional) transition method, under which an entity initially applies the new leases standard at the adoption date and recognizes a cumulative-effect
adjustment to the opening balance of retained earnings in the period of adoption. ASU No. 2018-11 also allows lessors to not separate non-lease components from
the associated lease component if certain conditions are met. The amendments in these updates become effective for annual periods and
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interim periods within those annual periods beginning after December 15, 2018. The Company elected the optional transition method permitted by ASU No. 2018-
11. Under this method, an entity shall recognize and measure leases that exist at the application date and prior comparative periods are not adjusted. In addition,
the Company elected the package of practical expedients to leases that commenced before the effective date: (1) An entity need not reassess whether any expired or
existing contracts contain leases; (2) An entity need not reassess the lease classification for any expired or existing leases; (3) An entity need not reassess initial
direct costs for any existing leases. The Company also elected the practical expedient, which must be applied consistently to all leases, to use hindsight in
determining the lease term and in assessing impairment of our right-of-use assets. We also elected a practical expedient to not assess whether existing or expired
land easements that were not previously accounted for as leases under Topic 840 contain a lease under this Topic. At the adoption date, the Company reported a
lease liability of approximately $9.9 million, a right-of-use asset of approximately $8.0 million, and no cumulative-effect adjustment to retained earnings . T he
Company does not expect the adoption of this guidance will be material to its consolidated statement of income.
In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments
(ASU 2016-13). The objective of ASU 2016-13 is to provide financial statement users with decision-useful information about the expected credit losses on
financial instruments and other commitments to extend credit. ASU 2016-13 includes provisions that require financial assets measured at amortized cost (such as
loans and held to maturity (HTM) debt securities) to be presented at the net amount expected to be collected. This will be accomplished through recognition of an
estimate of all current expected credit losses. The estimate will include forecasted information for the timeframe that an entity is able to develop reasonable and
supportable forecasts. This is a change from the current practice of recognizing incurred losses based on the probable initial recognition threshold under current
GAAP. In addition, credit losses on available for sale (AFS) debt securities will be recorded through an allowance for credit losses rather than as a write-down.
Under ASU 2016-13, an entity will be able to record reversals of credit losses in current period income when the estimate of credit losses declines, whereas current
GAAP prohibits reflecting those improvements in current period earnings.
ASU 2016-13 is effective for annual periods and interim periods within those annual periods beginning after December 15, 2019, and early adoption is
permitted for fiscal years, including interim periods, beginning after December 15, 2018. ASU 2016-13 will be applied through a cumulative effect adjustment to
retained earnings (modified-retrospective approach), except for debt securities for which an other-than-temporary impairment had been recognized before the
effective date. A prospective transition approach is required for these debt securities. The Company is currently evaluating the effects of ASU 2016-13 on its
financial statements and disclosures, including software solutions, data requirements and loss estimation methodologies. The company has engaged a third party
advisor to develop a new expected loss model. While the effects cannot yet be quantified, the Company expects ASU 2016-13 to add complexity and costs to its
current credit loss evaluation process.
In March 2017, the FASB issued ASU 2017-08, Receivables—Nonrefundable Fees and Other Costs (Subtopic 310-20) (ASU 2017-08). ASU 2017-08 amends
the amortization period for certain purchased callable debt securities held at a premium. Prior to the issuance of this guidance, premiums were amortized as an
adjustment of yield over the contractual life of the instrument. ASU 2017-08 requires premiums on purchased callable debt securities that have explicit,
noncontingent call features that are callable at fixed prices to be amortized to the earliest call date. There are no accounting changes for securities held at a discount.
This ASU is effective for annual periods and interim periods within those annual periods beginning after December 15, 2018, and early adoption is permitted. ASU
2017-08 will be applied through a cumulative effect adjustment through equity (modified-retrospective approach). The Company did not have callable debt
securities held at a premium at December 31, 2018. In May 2017, the FASB issued ASU 2017-09, Compensation—Stock Compensation (Topic 718), Scope of
Modification Accounting (ASU 2017-09). ASU 2017-09 clarifies when changes to the terms and conditions of share-based payment awards must be treated as
modifications. Specifically, the new guidance permits companies to make certain changes to awards without accounting for them as modifications. ASU 2017-09 is
effective for annual periods beginning after December 31, 2017 and will be applied prospectively to an award modified after the effective date. There have been no
changes to the terms and conditions of share-based payment awards, and as a result the adoption of this standard did not have a material effect on the Company’s
operating results or financial condition.
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In February 2018, the FASB issued ASU No. 2018-02, “Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income.” This ASU
permits a reclassification from accumulated other comprehensive income (“AOCI”) to retained earnings for stranded tax effects resulting from the Tax Act. The
Company did not elect to apply the provision of ASU 2018-02.
Note 2 . Securities
The following table summarizes the amortized cost, fair value, and the corresponding amounts of gross unrealized gains and losses for available for sale
securities at December 31, 2018 and December 31, 2017:
As of December 31, 2018:
Available for sale:
U.S. Government sponsored agency securities
Mortgage-backed securities: residential
Collateralized mortgage obligations: residential
Total available for sale
As of December 31, 2017:
Available for sale:
U.S. Government sponsored agency securities
Mortgage-backed securities: residential
Collateralized mortgage obligations: residential
Other securities
Total available for sale
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
(Dollars in thousands)
Fair
Value
6,994 $
14,465
34,655
56,114 $
— $
—
156
156 $
(88) $
(336)
(510)
(934) $
6,906
14,129
34,301
55,336
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
(Dollars in thousands)
Fair
Value
6,989 $
14,109
18,459
2,518
42,075 $
2 $
—
—
—
2 $
(59) $
(168)
(346)
(32)
(605) $
6,932
13,941
18,113
2,486
41,472
$
$
$
$
There were no sales of securities available for sale during the years ended December 31, 2018 and 2017. The amortized cost and estimated fair value of
securities available for sale at December 31, 2018, by contractual maturity, are shown below. Securities without a contractual maturity are shown separately.
As of December 31, 2018:
Available for sale:
Within one year
One to five years
Mortgage-backed securities: residential
Collateralized mortgage obligations: residential
Total available for sale
Amortized
Cost
Fair
Value
(Dollars in thousands)
$
$
2,000 $
4,994
14,465
34,655
56,114 $
1,980
4,926
14,129
34,301
55,336
Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or
prepayment penalties. At December 31, 2018 and December 31, 2017, 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.
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The following table summarizes securities with unrealized losses at December 31, 2018 and December 31, 2017, aggregated by length of time in a continuous
unrealized loss position:
As of December 31, 2018:
Available for sale:
U.S. Government sponsored
agency securities
Mortgage-backed securities:
residential
Collateralized mortgage obligations:
residential
Total available for sale
As of December 31, 2017:
Available for sale:
U.S. Government sponsored agency
securities
Mortgage-backed securities:
residential
Collateralized mortgage obligations:
residential
Other securities
Total available for sale
Less Than 12 Months
Fair
Value
Unrealized
Losses
12 Months or Longer
Fair
Value
(Dollars in thousands)
Unrealized
Losses
Total
Fair
Value
Unrealized
Losses
$
— $
— $
6,906 $
(88) $
6,906 $
(88)
3,209
(23)
10,920
(313)
14,129
(336)
3,348
6,557 $
$
(26)
(49) $
14,544
32,370 $
(484)
(885) $
17,892
38,927 $
(510)
(934)
Less Than 12 Months
Fair
Value
Unrealized
Losses
12 Months or Longer
Unrealized
Fair
Value
Losses
(Dollars in thousands)
Total
Fair
Value
Unrealized
Losses
$
3,957 $
(34) $
1,974 $
(25) $
5,931 $
(59)
7,955
(71)
5,986
(97)
13,941
(168)
9,642
2,486
24,040 $
$
(139)
(32)
(276) $
8,471
—
16,431 $
(207)
—
(329) $
18,113
2,486
40,471 $
(346)
(32)
(605)
The Company believes that the unrealized losses are temporary, arising mainly from fluctuations in interest rates and do not reflect a deterioration of credit
quality of the issuers. In analyzing an issuer’s financial condition, the Company may consider whether the securities are issued by the federal government or its
agencies, whether downgrades by bond rating agencies have occurred, and the results of reviews of the issuer’s financial condition. The fair value is expected to
recover as the securities approach maturity. Management does not intend to sell and it is likely that management will not be required to sell the securities prior to
their anticipated recovery.
There were no securities pledged as collateral at December 31, 2018 or December 31, 2017.
Other investments at December 31, 2018 and December 31, 2017, consisted of the following:
FHLB stock
PCBB stock
Mutual fund - CRA qualified
Total other investments
December 31, 2018
December 31, 2017
(Dollars in thousands)
$
$
4,582 $
190
2,488
7,260 $
4,097
190
—
4,287
Effective January 2018, the Company adopted ASU 2016-01 and reclassified a $2.5 million of a mutual fund that the Company invested to satisfy the CRA
requirements from securities available for sale to other investments, which is reported at fair value. Unrealized holding losses on this investment were $87,000 as of
December 31, 2018. This loss is included in other income in the Statements of Income.
F-15
Table of Contents
Note 3. Loans
The composition of the loan portfolio was as follows at December 31, 2018 and December 31, 2017:
Real estate:
Commercial real estate
SBA loans—real estate
Total real estate
SBA loans—non-real estate
Commercial and industrial
Home mortgage
Consumer
Gross loans receivable
Allowance for loan losses
Loans receivable, net
December 31, 2018
December 31, 2017
(Dollars in thousands)
$
$
503,834 $
117,834
621,668
9,541
113,975
127,298
2,577
875,059
(9,636)
865,423 $
420,760
106,924
527,684
8,635
103,681
104,068
3,955
748,023
(9,139)
738,884
No loans were outstanding to related parties at December 31, 2018. The Company had $11,000 in loans to principal officers, directors, and their affiliates at
December 31, 2017.
The activity in the allowance for loan losses for the years ended December 31, 2018, 2017, and 2016 was as follows:
Balance at January 1, 2016
Provision for loan losses
Charge-offs
Recoveries
Balance at December 31, 2016
Provision for loan losses
Charge-offs
Recoveries
Balance at December 31, 2017
Provision for loan losses
Charge-offs
Recoveries
Balance at December 31, 2018
Commercial
Real Estate
SBA Loans
Real Estate
SBA
Loans Non-
Real Estate
Commercial
and Industrial
(Dollars in thousands)
Home
Mortgage Consumer
Total
$
$
$
$
3,232 $
985
—
—
4,217 $
584
—
—
4,801 $
4
—
—
4,805 $
704 $
189
—
—
893 $
189
—
—
1,082 $
(188)
—
—
894 $
F-16
129 $
(50)
(32)
12
59 $
634
(169)
14
538 $
103
(153)
17
505 $
1,334 $
130
(142)
—
1,322 $
(57)
—
—
1,265 $
1,115
(634)
—
1,746 $
937 $
427
—
—
1,364 $
44
—
—
1,408 $
245
—
—
1,653 $
54 $
1
—
—
55 $
(83)
—
73
45 $
(12)
—
—
33 $
6,390
1,682
(174)
12
7,910
1,311
(169)
87
9,139
1,267
(787)
17
9,636
Table of Contents
The following table presents the balance in the allowance for loan losses and the recorded investment in loans by portfolio segment at December 31, 2018 and
December 31, 2017:
As of December 31, 2018:
Allowance for loan losses:
Commercial real estate
SBA loans—real estate
SBA loans—non-real estate
Commercial and industrial
Home mortgage
Consumer
Total
Loans:
Commercial real estate
SBA loans—real estate
SBA loans—non-real estate
Commercial and industrial
Home mortgage
Consumer
Total
As of December 31, 2017:
Allowance for loan losses:
Commercial real estate
SBA loans—real estate
SBA loans—non-real estate
Commercial and industrial
Home mortgage
Consumer
Total
Loans:
Commercial real estate
SBA loans—real estate
SBA loans—non-real estate
Commercial and industrial
Home mortgage
Consumer
Total
Loans
Individually
Evaluated
for Impairment
Loans
Collectively
Evaluated
for Impairment
(Dollars in thousands)
Total
$
$
$
$
$
$
$
$
— $
—
362
836
—
—
1,198 $
— $
834
57
1,516
—
—
2,407 $
— $
—
—
354
—
—
354 $
— $
—
—
354
241
21
616 $
4,805 $
894
143
910
1,653
33
8,438 $
505,229 $
117,159
9,875
112,781
127,806
2,586
875,436 $
4,801 $
1,082
538
911
1,408
45
8,785 $
421,812 $
107,428
8,656
103,601
104,239
3,946
749,682 $
4,805
894
505
1,746
1,653
33
9,636
505,229
117,993
9,932
114,297
127,806
2,586
877,843
4,801
1,082
538
1,265
1,408
45
9,139
421,812
107,428
8,656
103,955
104,480
3,967
750,298
F-17
Table of Contents
The following table presents information related to impaired loans by class of loans as of and for the years ended December 31, 2018 and 2017. The difference
between the unpaid principal balance (net of partial charge-offs) and the recorded investment in the loans is not considered to be material. The difference between
interest income recognized and cash basis interest recognized was immaterial.
2018
With no related allowance recorded:
SBA loans—real estate
SBA loans—non-real estate
Commercial and industrial
With an allowance recorded:
SBA loans—non-real estate
Commercial and industrial
Total
2017
With no related allowance recorded:
Home mortgage
Consumer
With an allowance recorded:
Commercial and industrial
Total
2016
With an allowance recorded:
SBA loans—non-real estate
Commercial and industrial
Total
Recorded
Investment
Allowance
Allocated
Average
Recorded
Investment
Interest
Income
Recognized
(Dollars in thousands)
$
$
$
$
$
834 $
57
680
—
836
2,407 $
241 $
21
354
616 $
4
367
371 $
— $
473 $
—
715
362
836
1,198 $
14
841
2,043 $
— $
—
354
354 $
4
367
371 $
242 $
31
361
634 $
9
546
555 $
—
—
—
49
49
—
—
17
17
2
15
17
The following table presents the recorded investment in nonaccrual loans and loans past due greater than 90 days still accruing interest by class of loans at
December 31, 2018 and December 31, 2017:
As of December 31, 2018:
SBA loans—real estate
SBA loans—non-real estate
Commercial and industrial
Total
As of December 31, 2017:
Home mortgage
Consumer
Total
Nonaccrual
Loans >90
Days
Past Due &
Still Accruing
(Dollars in thousands)
Total
$
$
$
$
834 $
57
680
1,571 $
662 $
21
683 $
— $
—
—
— $
— $
—
— $
834
57
680
1,571
662
21
683
Nonaccrual loans and loans past due 90 days still on accrual include both smaller balance homogeneous loans that are collectively evaluated for impairment
and individually classified impaired loans.
F-18
Table of Contents
The following table represents the aging of the recorded investment in past due loans at December 31, 2018 and December 31, 2017:
As of December 31, 2018:
Commercial real estate
SBA—real estate
SBA—non-real estate
Commercial and industrial
Home mortgage
Consumer
As of December 31, 2017:
Commercial real estate
SBA—real estate
SBA—non-real estate
Commercial and industrial
Home mortgage
Consumer
30-59
Days
Past Due
60-89
Days
Past Due
> 90 Days
Past Due
Total
Past Due
Loans Not
Past Due
Total
(Dollars in thousands)
$
$
$
$
— $
—
—
—
449
—
449 $
— $
140
62
—
—
—
202 $
— $
—
—
—
—
—
— $
— $
—
—
—
—
—
— $
— $
311
—
680
—
—
991 $
— $
—
—
—
662
—
662 $
— $
311
—
680
449
—
1,440 $
— $
140
62
—
662
—
864 $
505,229 $
117,682
9,932
113,617
127,357
2,586
876,403 $
421,812 $
107,288
8,594
103,955
103,818
3,967
749,434 $
505,229
117,993
9,932
114,297
127,806
2,586
877,843
421,812
107,428
8,656
103,955
104,480
3,967
750,298
Troubled Debt Restructurings : As of December 31, 2018, 2017, and 2016, the Company had a recorded investment in troubled debt restructurings of
$343,000, $354,000, and $367,000, respectively. The Company has allocated $343,000, $354,000, and $367,000 of specific reserves to customers whose loan terms
have been modified in troubled debt restructurings as of December 31, 2018, 2017, and 2016, respectively. The Company has not committed to lend any additional
amounts to customers with outstanding loans that are classified as troubled debt restructurings.
Modifications made were primarily extensions of existing payment modifications on loans previously identified as troubled debt restructurings. There were no
new loans identified as trouble debt restructurings during the years ended December 31, 2018, 2017, or 2016. There were no payment defaults during the years
ended December 31, 2018, 2017, or 2016 of loans that had been modified as troubled debt restructurings within the previous twelve months.
Credit Quality Indicators : The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their
debt such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other
factors. For consumer loans, a credit grade is established at inception, and generally only adjusted based on performance. The Company analyzes loans individually
by classifying the loans as to credit risk. This analysis is performed on a quarterly basis. The Company uses the following definitions for risk ratings:
Special Mention—Loans classified as special mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential
weaknesses may result in deterioration of the repayment prospects for the loan or of the Company’s credit position at some future date.
Substandard—Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral
pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct
possibility that the institution will sustain some loss if the deficiencies are not corrected.
F-19
Table of Contents
Doubtful—Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses
make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.
Loans not meeting the criteria above that are analyzed individually as part of the above described process are considered to be pass-rated loans.
As of December 31, 2018 and December 31, 2017, and based on the most recent analysis performed, the risk category of loans by class of loans is as follows:
As of December 31, 2018:
Commercial real estate
SBA loans—real estate
SBA loans—non-real estate
Commercial and industrial
Home mortgage
Consumer
As of December 31, 2017:
Commercial real estate
SBA loans—real estate
SBA loans—non-real estate
Commercial and industrial
Home mortgage
Consumer
Pass
Special
Mention
Substandard
(Dollars in thousands)
Doubtful
Total
$
$
$
$
505,229 $
115,993
9,859
112,781
127,806
2,586
874,254 $
421,812 $
106,406
8,594
103,601
103,818
3,946
748,177 $
— $
—
16
—
—
—
16 $
— $
—
33
—
—
—
33 $
— $
2,000
57
1,516
—
—
3,573 (1) $
— $
1,022
29
354
662
21
2,088 $
— $
—
—
—
—
—
— $
— $
—
—
—
—
—
— $
505,229
117,993
9,932
114,297
127,806
2,586
877,843
421,812
107,428
8,656
103,955
104,480
3,967
750,298
(1) Substandard loans as of December 31, 2018 include SBA guaranteed portion. Substandard loans, net of guaranteed is $3,124 thousand.
Note 4. Premises and equipment
The Company’s premises and equipment consisted of the following at December 31, 2018 and December 31, 2017:
Leasehold improvements
Furniture and fixtures
Equipment and others
Total cost
Accumulated depreciation
Net book value
December 31, 2018
December 31, 2017
(Dollars in thousands)
$
$
5,518 $
2,791
2,111
10,420
(5,787)
4,633 $
5,062
2,493
1,677
9,232
(4,751)
4,481
Total depreciation expense included in occupancy and equipment expenses was $1,043 thousand, $1,008 thousand, and $940 thousand for the years ended
December 31, 2018, 2017, and 2016.
F-20
Table of Contents
Note 5. Servicing Assets
Activity for loan servicing assets during the years ended December 31, 2018, 2017, and 2016 is as follows:
Beginning balance
Additions
Amortized to expense
Ending balance
2018
Year Ended
2017
(Dollars in thousands)
2016
$
$
6,771 $
2,257
(2,041)
6,987 $
6,783 $
1,923
(1,935)
6,771 $
5,551
2,645
(1,413)
6,783
There was no valuation allowance recorded against the carrying value of the servicing assets as of December 31, 2018, 2017, or 2016.
The fair value of the servicing assets was $8.5 million at December 31, 2018, which was determined using discount rates ranging from 1.81% to 11.08% and
prepayment speeds ranging from 11.2% to 13.0%, depending on the stratification of the specific assets.
The fair value of the servicing assets was $8.7 million at December 31, 2017, which was determined using discount rates ranging from 4.15% to 10.40% and
prepayment speeds ranging from 10.2% to 10.9%, depending on the stratification of the specific assets.
Note 6. Deposits
Time deposits that exceed the FDIC insurance limit of $250,000 at December 31, 2018 and December 31, 2017 were $164.3 million and $109.0 million,
respectively.
The scheduled maturities of time deposits were as follows at December 31, 2018:
2019
2020
2021
2022
2023
Total
December 31, 2018
(In thousands)
338,521
15,589
412
408
344
355,274
$
$
Deposits from principal officers, directors, and their affiliates at December 31, 2018 and December 31, 2017 were $778,000 and $1,069,000, respectively.
Note 7. Borrowing arrangements
As of December 31, 2018, the Company had no borrowings from the Federal Home Loan Bank of San Francisco. The Company has a letter of credit with the
FHLB in the amount of $49.0 million to secure a public deposit.
F-21
Table of Contents
The Company had available borrowings from the following institutions as of December 31, 2018:
Federal Home Loan Bank—San Francisco
Federal Reserve Bank
Pacific Coast Bankers Bank
Zions Bank
Total
December 31, 2018
(In thousands)
209,734
107,714
8,000
5,500
330,948
$
$
The Company has pledged approximately $732.9 million of loans as collateral for these lines of credit as of December 31, 2018.
Note 8. Income Taxes
Income tax expense/(benefit) was as follows:
Current federal expense
Current state expense
Deferred federal expense
Deferred state expense
Deferred tax asset revaluation
Year Ended
December 31, 2018
Year Ended
December 31, 2017
(Dollars in thousands)
Year Ended
December 31, 2016
$
$
3,458
1,983
5,441
(131)
(106)
—
(237)
$
5,894
2,002
7,896
(1,061)
(279)
1,336
(4)
5,117
1,430
6,547
(1,376)
(277)
—
(1,653)
4,894
Total tax expense
$
5,204
$
7,892
$
Effective tax rates differ from the federal statutory rates of 21% for 2018, 35% for 2017, and 34% for 2016 applied to income before taxes due to the following:
Federal statutory rate times financial statement
income
Effect of:
Meals and entertainment
State income taxes, net of federal tax benefit
Stock option expense and related excess tax
benefits
Company owned life insurance
Other, net
Deferred tax asset revaluation
Year Ended
December 31, 2018
Year Ended
December 31, 2017
(Dollars in thousands)
Year Ended
December 31, 2016
$
4,086
$
5,995
$
4,189
39
1,494
(400)
(64)
49
—
1,118
45
1,096
(301)
(112)
(167)
1,336
1,897
37
832
35
(114)
(85)
—
705
Total tax expense
$
5,204
$
7,892
$
4,894
F-22
Table of Contents
On December 22, 2017, H.R.1, commonly known as the Tax Cuts and Jobs Act (the “Tax Act”), was signed into law, which among other items reduces the
federal corporate tax rate to 21 % from 35 % , effective January 1, 2018. U.S. generally accepted accounting principles requires companies to revalue certain tax-
related assets as of the date of enactment of the new legislation with resulting tax effects accounted for in the reporting period of enactment. As a result, t he value
of the Company’s deferred tax asset was reduced by $ 1.3 million , and such $ 1.3 million was recorded as tax expense for the year ended December 31, 2017 .
The net deferred tax asset included in the statement of financial position includes the following components at the dates indicated below:
Deferred tax assets:
Pre-opening expense
Organizational costs
Allowance for loan losses
Loans held for sale
Stock-based compensation
Accrued compensation
Accrued rent
State taxes
Net unrealized loss on securities available for sale
Nonaccrual loan interest income
Other
Total deferred tax assets
Deferred tax liabilities:
Loan origination costs
Depreciation
Other
Total deferred tax liabilities
Net deferred tax asset
December 31,
2018
December 31,
2017
(Dollars in thousands)
$
25 $
30
2,849
16
345
163
553
414
230
55
44
4,724
(590)
(394)
(68)
(1,052)
$
3,672 $
42
32
2,229
433
273
75
590
410
178
48
19
4,329
(477)
(434)
(35)
(946)
3,383
A valuation allowance for deferred tax assets is recorded when it is more likely than not that some portion or all of the deferred tax assets will not be
realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income and tax planning strategies which will create
taxable income during the periods in which those temporary differences become deductible. At December 31, 2018, management reevaluated all positive and
negative evidence that existed and concluded all deferred tax assets are realizable. Therefore, no valuation allowance is necessary.
The Company is subject to U.S. Federal income tax as well as various state taxing jurisdictions. The Company is no longer subject to examination by Federal
taxing authorities for tax years prior to 2015 and for state taxing authorities for tax years prior to 2014.
There were no significant unrealized tax benefits recorded as of December 31, 2018, 2017 and 2016, and the Company does not expect any significant increase
in unrealized tax benefits in the next twelve months.
F-23
Table of Contents
Note 9. Commitments and Contingencies
Lease Commitments : The Company leases its headquarters and office facilities from nonaffiliated parties under operating leases. Rent expense for the years
ended December 31, 2018, 2017 and 2016 was $2.1 million, $2.0 million, and $1.7 million, respectively. Rent commitments related to the lease of the
Company’s main office and branch facilities, before considering renewal options and additional lessor charges, were as follows:
2019
2020
2021
2022
2023
Thereafter
Total
$
$
(In thousands)
1,709
1,757
1,742
1,685
1,455
2,669
11,017
Off-Balance-Sheet Credit Risk : The commitments and contingent liabilities include various commitments to extend credit and standby letters of credit, which
arise in the normal course of business. Commitments to extend credit are legally binding loan commitments with set expiration dates. Standby letters of credit are
conditional commitments issued by the Company to guarantee the performance of a customer to a third party. They are intended to be disbursed, subject to certain
conditions, upon request of the borrower.
The Company evaluates the creditworthiness of each customer. Collateral, if deemed necessary by the Company upon the extension of credit, is obtained based
on management’s evaluation of the borrower. Collateral for commercial and industrial loans may vary, but may include securities, accounts receivable, inventory,
property, plant and equipment, and income producing commercial or other properties.
The following table shows the distribution of undisbursed loan commitments as of the dates indicated:
Commitments to extend credit
Standby letter of credit
Commercial letter of credit
Total undisbursed loan commitments
December 31,
2018
December 31,
2017
(Dollars in thousands)
60,789 $
1,790
1,209
63,788 $
60,748
1,627
1,608
63,983
$
$
The majority of these off-balance sheet commitments have a variable interest rate. Management does not anticipate any material losses as a result of these
transactions.
Note 10. Stock-based Compensation
The Company has two stock-based compensation plans currently in effect as of December 31, 2018, as described further below. Total compensation cost that
has been charged against earnings for these plans in 2018, 2017, and 2016 was $969,000, $668,000, and $1,205,000.
2005 Plan : In 2005, the Board of Directors and shareholders of the Bank approved a stock option plan for the benefit of directors and employees of the Bank
(the “2005 Plan”). The 2005 Plan was assumed by the Company in 2016 at the time of the bank holding company reorganization. Under the 2005 Plan, the Bank
was authorized to grant options to purchase up to 770,000 shares of the Company’s common stock. The exercise prices of the options may not be less than
100 percent of the fair value of the Company’s common stock at the date of grant.
The options, when granted, vest either immediately or ratably over five years from the date of the grant and expire after ten years if not exercised.
F-24
Table of Contents
There were no stock options granted under the 2005 Plan during 2018 or 2017.
A summary of the transactions under the 2005 Plan for the year ended December 31, 2018 is as follows:
Number of
Options
Outstanding
Weighted
Average
Exercise
Price
(Dollars in thousands, except share data)
Aggregate
Intrinsic
Value
Outstanding, as of January 1, 2018
Options granted
Options exercised
Options forfeited
Options expired
Outstanding, as of December 31, 2018
Fully vested and expected to vest
Vested
335,000 $
—
(85,000)
—
—
250,000
249,500
248,000 $
3.99
—
2.29
—
—
4.00 $
3.99 $
3.97 $
Information related to the 2005 Plan for the periods indicated follows:
Intrinsic value of options exercised
Cash received from option exercises
Tax benefit realized from option exercised
2018
Year Ended December 31,
2017
2016
$
634 $
195
—
175 $
142
—
1,216
1,216
1,216
71
76
—
There were no shares available for grant under the 2005 Plan as of December 31, 2018. The weighted average remaining contractual term of stock options
outstanding under the 2005 Plan at December 31, 2018 was 2.71 years. The weighted average remaining contractual term of stock options that were exercisable at
December 31, 2018 was 2.68 years.
As of December 31, 2018, the Company had approximately $1,691 of unrecognized compensation costs related to unvested stock options under the 2005 Plan.
The Company expects to recognize these costs over a weighted average period of 0.42 year.
2010 Plan : In 2010, the Board of Directors of the Bank approved a new equity incentive plan for granting stock options and restricted stock awards to key
employees, officers, and non-employee directors of the Bank (the “2010 Plan”). In 2013, the 2010 Plan was amended and approved by the shareholders to increase
the number of shares authorized to be issued under from 1,350,000 shares to 2,500,000 shares of common stock. The 2010 Plan was assumed by the Company in
2016 at the time of the bank holding company reorganization.
The exercise prices of stock options granted under the plan may not be less than 100 percent of the fair value of the Company’s stock at the date of grant. The
options, when granted, vest ratably over five years from the date of the grant and expire after ten years if not exercised. There were no stock options granted under
the 2010 Plan during 2018 or 2017.
Restricted stock awards issued under the 2010 Plan may or may not be subject to vesting provisions. Awards which were granted in 2018 and 2017 vest either
immediately or at the end of three years from the date of the grant. Owners of the restricted stock awards shall have all of the rights of a shareholder including the
right to vote the shares and to all dividends (cash or stock). Compensation expense related to restricted stock awards will be recognized over the vesting period of
the awards based on the fair value of the Company’s common stock at the issue date.
F-25
Table of Contents
A summary of stock options outstandings under the 2010 Plan for the year ended December 31, 2018 is as follows:
Number of
Options
Outstanding
Weighted
Average
Exercise
Price
(Dollars in thousands, except share data)
Aggregate
Intrinsic
Value
Outstanding, as of January 1, 2018
Options granted
Options exercised
Options forfeited
Options expired
Outstanding, as of December 31, 2018
Fully vested and expected to vest
Vested
795,000 $
—
(175,000)
—
—
620,000
597,500
530,000 $
4.22
—
2.96
—
—
4.57 $
4.44 $
3.99 $
Information related to stock options exercised under the 2010 Plan for the periods indicated follows:
Intrinsic value of options exercised
Cash received from option exercises
Tax benefit realized from option exercised
Year Ended December 31,
2018
2017
2016
$
1,338 $
519
286
497 $
285
209
2,664
2,645
2,586
125
81
38
The weighted average remaining contractual term of stock options outstanding under the 2010 Plan at December 31, 2018 was 2.88 years. The weighted
average remaining contractual term of stock options that were exercisable at December 31, 2018 was 2.48 years.
A summary of the changes in the Company’s non-vested restricted stock awards under the 2010 Plan for the year ended December 31, 2018 is as follows:
Non-vested, as of January 1, 2018
Awards granted
Awards vested
Awards forfeited
Non-vested, as of December 31, 2018
Shares
Issued
Weighted
Average
Grant Date
Fair Value
(Dollars in thousands, except share data)
Aggregate
Intrinsic
Value
453,500 $
148,178
(145,678)
(20,000)
436,000 $
5.95
12.70
5.93
7.49
8.19 $
3,867,320
Information related to non-vested restricted stock awards under the 2010 Plan for the periods indicated follows:
Tax benefit realized from awards vested
Year Ended December 31,
2018
2017
2016
$
291 $
615 $
483
There were 90,427 shares available for grant under the 2010 Plan as of December 31, 2018 (in either stock options or restricted stock awards). As of December
31, 2018, the Company had approximately $3.1 million of unrecognized compensation cost related to unvested stock options and restricted stock awards under the
2010 Plan. The Company expects to recognize these costs over a weighted average period of 1.75 years.
F-26
Table of Contents
Note 11. Employee Benefit Plan
The Company established a 401(k) profit sharing plan (the “401(k) Plan”) which is open to all eligible employees who are at least 21 years old and have
completed 90 days of service. Each employee is allowed to contribute to the 401(k) Plan up to the maximum percentage allowable, not to exceed the limits of
applicable IRS Code Sections. Each year, the Company may, in its discretion, make matching contributions to the 401(k) Plan. Total employer contributions to the
401(k) Plan amounted to $481,000, $420,000, and $375,000 for the years ended December 31, 2018, 2017 and 2016, respectively.
Note 12. Revenue Recognition
Accounting Standards Codification ("ASC") 606, Revenue from Contracts with Customers ("ASC 606"), establishes principles for reporting information about
the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity's contracts to provide goods or services to customers. The core
principle requires an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration that it expects
to be entitled to receive in exchange for those goods or services recognized as performance obligations are satisfied.
The majority of the Company’s revenue-generating transactions are not subject to ASC 606, including revenue generated from financial instruments, such as
loans, letters of credit, and investment securities, as well as revenue related to mortgage servicing activities and revenue on bank owned life insurance, as these
activities are subject to other GAAP discussed elsewhere within the disclosures. Descriptions of the Company’s revenue-generating activities that are within the
scope of ASC 606, which are presented in the Company’s income statements as components of noninterest income are as follows:
Service charges on deposits : Income from service charges on deposits is within the scope of ASC 606. These include general service fees for monthly account
maintenance and activity or transaction-based fees and consist of transaction-based revenue, time-based revenue (service period), item-based revenue or some other
individual attribute-based revenue. Revenue on these types of fees are recognized when the Company’s performance obligation is completed which is generally
monthly for account maintenance services or when a transaction has been completed. Payment for such performance obligations are generally received at the time
the performance obligations are satisfied. $733,000, or 1.5% of total revenues in 2018, of service charges on deposits is related to these revenue streams. Service
charges on deposits also include overdraft and NSF fees. Overdraft fees are charged when a depositor has a draw on their account that has inadequate funds. In
certain instances, the Company, at its sole discretion, may pay to the party requesting the draw on the deposit account, the balance of the draw for which there are
inadequate funds rather than denying payment of the item. The Company then charges a fee for this short term extension of credit to the depositor for not
complying with the balance requirements stipulated in the deposit agreement with the Bank, and as well as to cover the cost of advancing those funds. NSF fees are
charged to customers when in the event of a draw on the customer's account that has insufficient funds to meet the payment of the draw (such as through written
checks or ACH transactions), the Company returns the item rather than paying the balance of the draw for which the customer has inadequate funds. This typically
happens when the customer has fairly sizable draws or multiple draws on an account that has inadequate funds to meet the demands for payment. $1.2 million, or
2.4% of total revenues in 2018, of service charges on deposits is from overdraft and NSF fees.
Wire transfer fee income: This revenue stream is generated through the processing of customers’ incoming and outgoing wire transfers. Income generated from
wire transfer fees is within the scope of ASC 606 and approximately $328,000, or 0.7% of total revenues for year ended December 31, 2018, is included in other
income in noninterest income.
Other revenue streams that are recorded in other income in noninterest income include revenue generated from letters of credit and income on bank owned life
insurance. These revenue streams are either not material or out of scope of ASC 606.
F-27
Table of Contents
Note 13. Fair Value of Financial Instruments
Fair value is the exchange price that would be received for an asset or paid to transfer a liability (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. There are three levels of inputs that may be used to measure
fair values:
Level 1—Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.
Level 2—Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that
are not active, or other inputs that are observable or can be corroborated by observable market data.
Level 3—Significant unobservable inputs that reflect a company’s own assumptions about the assumptions that market participants would use in pricing an
asset or liability.
The Company used the following methods and significant assumptions to estimate fair value:
Securities Available for Sale : The fair values of investment securities are determined by matrix pricing, which is a mathematical technique used to value debt
securities without relying exclusively on quoted prices for the specific securities, but rather by relying on the securities’ relationship to other benchmark quoted
securities (Level 2). Management obtains the fair values of investment securities on a monthly basis from a third-party pricing service.
Impaired Loans : The fair value of impaired loans with specific allocations of the allowance for loan losses is generally based on recent real estate appraisals.
These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are
routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available. Such
adjustments are usually significant and typically result in a Level 3 classification of the inputs for determining fair value. Non-real estate collateral may be valued
using an appraisal, net book value per the borrower’s financial statements, or aging reports, adjusted or discounted based on management’s judgment, changes in
market conditions from the time of the valuation, and management’s expertise and knowledge of the client and client’s business, resulting in a Level 3 fair value
classification. Impaired loans are evaluated on a quarterly basis for additional impairment and adjusted accordingly.
Appraisals for collateral-dependent impaired loans are performed by certified general appraisers (for commercial properties) or certified residential appraisers
(for residential properties) whose qualifications and licenses have been reviewed and verified by the Company. Once received, a member of the credit department
reviews the assumptions and approaches utilized in the appraisal as well as the overall resulting fair value in comparison with independent data sources such as
recent market data or industry-wide statistics.
F-28
Table of Contents
Assets and liabilities measured at fair value on a recurring basis at December 31, 2018 and December 31, 2017 are summarized below:
As of December 31, 2018:
U.S. Government sponsored agency securities
Mortgage-backed securities - residential
Collateralized mortgage obligations
Other investments:
Mutual fund - CRA qualified
As of December 31, 2017:
U.S. Government sponsored agency securities
Mortgage-backed securities - residential
Collateralized mortgage obligations
Other securities
Total
Fair Value
Quoted
Prices in
Active Markets
(Level 1)
Fair Value Measuring Using
Significant Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
(Dollars in thousands)
$
$
6,906 $
14,129
34,301
— $
—
—
6,906 $
14,129
34,301
2,488
2,488
—
6,932 $
13,941
18,113
2,486
— $
—
—
—
6,932 $
13,941
18,113
2,486
—
—
—
—
—
—
—
—
There were no transfers between level 1 and level 2 during 2018 or 2017. There were no assets or liabilities measured at fair value on a non-recurring basis at
December 31, 2018 or 2017.
Financial Instruments : The carrying amounts and estimated fair values of financial instruments not carried at fair value, at December 31, 2018 are as follows:
As of December 31, 2018:
Financial Assets:
Cash and cash equivalents
Loans held for sale
Loans receivable, net
Accrued interest receivable
Other investments:
FHLB and PCBB stock
Financial Liabilities:
Deposit
Accrued interest payable
Carrying
Amount
Level 1
Level 2
(Dollars in thousands)
Level 3
Value
$
77,726 $
752
865,423
3,068
77,726 $
—
—
44
— $
806
—
240
— $
—
862,394
2,784
77,726
806
862,394
3,068
4,772
N/A
N/A
N/A
N/A
$
905,176 $
1,715
— $
—
904,466 $
1,715
— $
—
904,466
1,715
F-29
Table of Contents
The carrying amounts and estimated fair values of financial instruments not carried at fair value at December 31, 2017 are as follows:
As of December 31, 2017:
Financial Assets:
Cash and cash equivalents
Loans held for sale
Loans receivable, net
Accrued interest receivable
Other investments:
FHLB and PCBB stock
Financial Liabilities:
Deposit
FHLB Advances
Accrued interest payable
Carrying
Amount
Level 1
Level 2
(Dollars in thousands)
Level 3
Value
$
$
63,250 $
15,739
738,884
2,463
63,250 $
—
—
—
— $
17,203
—
189
— $
—
731,437
2,274
63,250
17,203
731,437
2,463
4,287
N/A
N/A
N/A
N/A
773,306 $
25,000
423
— $
—
—
773,072 $
25,000
423
— $
—
—
773,072
25,000
423
The methods and assumptions, not previously presented, used to estimate fair value are described as follows:
(a) Cash and Cash equivalents
The carrying amounts of cash and short-term instruments approximate fair values and are classified as Level 1.
(b) Loans Held for Sale
The fair value of loans held for sale is estimated based upon binding contracts and quotes from third party investors resulting in a Level 2 classification.
(c) Loans Receivable, Net
Fair values of loans, excluding loans held for sale, are based on the exit price notion set forth by ASU 2016-01 effective January 1, 2018 and estimated using
discounted cash flow analyses. The estimation of fair values of loans results in a Level 3 classification as it requires various assumptions and considerable
judgement to incorporate factors relevant when selling loans to market participants, such as funding costs, return requirements of likely buyers and performance
expectations of the loans given the current market environment and quality of loans. Estimated fair value of loans carried at cost at December 31, 2017 were based
on an entry price notion.
(d) Other Investments
Fair value of CRA qualified mutual fund is readily determinable using quoted prices and is classified as Level 1. It is not practical to determine the fair value
of FHLB and PCBB stock due to restrictions placed on their transferability.
(e) Deposits
The fair values disclosed for demand deposits (e.g., interest and noninterest checking, passbook savings, and certain types of money market accounts) are, by
definition, equal to the amount payable on demand at the reporting date (i.e., their carrying amount) resulting in a Level 2 classification. The carrying amounts of
variable rate, fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting date resulting in a Level 2 classification.
Fair values for fixed rate certificates of deposit are estimated using a discounted cash flows calculation that applies interest rates currently being offered on
certificates to a schedule of aggregated expected monthly maturities on time deposits resulting in a Level 2 classification.
F-30
Table of Contents
(f) Federal Home Loan Bank Advances
The fair values of Federal Home Loan Bank Advances are estimated using discounted cash flow analyses based on the current borrowing rates for similar types
of borrowing arrangements, resulting in a Level 2 classification.
(g) Accrued Interest Receivable/Payable
The carrying amounts of accrued interest approximate fair value and are classified within the same fair value hierarchy level as the related asset or liability.
(h) Off-balance Sheet Instruments
Fair values for off-balance sheet, credit-related financial instruments are based on fees currently charged to enter into similar agreements, taking into account
the remaining terms of the agreements and the counterparties’ credit standing. The fair value of commitments is not material.
Note 14. Regulatory Capital Matters
Under the Basel III rules, the Bank must hold a capital conservation buffer above the adequately capitalized risk-based capital ratios. The capital conservation
buffers for 2016, 2017 and 2018 are 0.625%, 1.25% and 1.875%, respectively. Management believes as of December 31, 2018 and 2017, the Bank met all capital
adequacy requirements to which they are subject to. Based on recent changes to the Federal Reserve’s definition of a “Small Bank Holding Company” that
increased the threshold to $3 billion in assets, the Company is not currently subject to separate minimum capital measurements. At such time as the Company
reaches the $3 billion asset level, it will again be subject to capital measurements independent of the Bank. For comparison purposes, the Company’s ratios are
included in following discussion as well, all of which would have exceeded the “well-capitalized” level had the Company been subject to separate capital
minimums. Unrealized gain or loss on securities available-for-sale is not included in computing regulatory capital.
The following table presents the regulatory capital amounts and ratios for the Company and the Bank as of dates indicated:
As of December 31, 2018:
Total capital (to risk-weighted assets)
Consolidated
Bank
Tier 1 capital (to risk-weighted assets)
Consolidated
Bank
Common equity Tier 1 capital (to risk-weighted
assets)
Consolidated
Bank
Tier 1 capital (to average assets)
Consolidated
Bank
Actual
Amount
Ratio
Required for
Capital Adequacy
Purposes
Amount
Ratio
(Dollars in thousands)
Minimum
To be Considered
"Well Capitalized"
Amount
Ratio
$
139,593
139,538
16.26%
16.25%
N/A
68,686
N/A
8.00%
N/A
85,857
129,893
129,838
15.13%
15.12%
N/A
51,514
N/A
6.00%
N/A
68,686
15.13%
15.12%
N/A
38,636
N/A
4.50%
N/A
55,807
12.88%
12.87%
N/A
40,346
N/A
4.00%
N/A
50,432
129,893
129,838
129,893
129,838
F-31
N/A
10.00%
N/A
8.00%
N/A
6.50%
N/A
5.00%
Table of Contents
As of December 31, 2017:
Total capital (to risk-weighted assets)
Consolidated
Bank
Tier 1 capital (to risk-weighted assets)
Consolidated
Bank
Common equity Tier 1 capital (to risk-weighted
assets)
Consolidated
Bank
Tier 1 capital (to average assets)
Consolidated
Bank
Note 15. Earnings per Share
Actual
Amount
Ratio
Required for
Capital Adequacy
Purposes
Amount
Ratio
(Dollars in thousands)
Minimum
To be Considered
"Well Capitalized"
Amount
Ratio
$
100,713
100,648
13.49% $
13.48%
59,729
59,726
8.00%
8.00%
N/A
74,658
91,510
91,445
12.26%
12.25%
44,797
44,795
6.00%
6.00%
N/A
59,726
91,510
91,445
12.26%
12.25%
33,597
33,596
4.50%
4.50%
N/A
48,528
91,510
91,445
10.46%
10.45%
35,009
35,007
4.00%
4.00%
N/A
43,759
N/A
10.00%
N/A
8.00%
N/A
6.50%
N/A
5.00%
The two-class method is used in the calculation of basic and diluted earnings per share. Under the two-class method, earnings available to common shares are
allocated between common shares and participating securities. The Company’s restricted stock awards are considered participating securities as the unvested
awards have non-forfeitable rights to dividends, paid or unpaid, on unvested awards. The factors used in the earnings per share computation follow:
(Dollars in thousands, except share data)
Basic
Net income
Undistributed earnings allocated to participating securities
Net income allocated to common shares
Weighted average common shares outstanding
Basic earnings per common share
Diluted
Net income allocated to common shares
Weighted average common shares outstanding for basic
earnings per common share
Add: Dilutive effects of assumed exercises of stock options
Average shares and dilutive potential common shares
Diluted earnings per common share
2018
14,253 $
(422)
13,831
15,104,939
0.92 $
Year Ended
December 31,
2017
9,236 $
(366)
8,870
13,063,344
0.68 $
2016
7,425
(402)
7,023
12,788,378
0.55
13,831 $
8,870 $
7,023
$
$
$
15,104,939
446,124
15,551,063
13,063,344
422,447
13,485,791
$
0.89 $
0.66 $
12,788,378
369,777
13,158,155
0.53
No share of common stock were antidilutive for year ended December 31, 2018. Stock options and restricted stock awards for 220,000 and 305,000 shares of
common stock were not considered in computing diluted earnings per common share for year ended December 31, 2017 and 2015, respectively, because they were
antidilutive.
F-32
Table of Contents
Note 16. Condensed financial Statements of Parent Company
The following presents the unconsolidated condensed financial statements of only the parent company, OP Bancorp, as of December 31, 2018 and 2017:
CONDENSED BALANCE SHEETS
ASSETS
Investment in banking subsidiaries
Other assets
Total assets
LIABILITIES AND SHAREHOLDERS’ EQUITY
Shareholders’ equity
Total liabilities and shareholders' equity
December 31,
2018
2017
(Dollars in thousands)
$
$
$
129,732 $
55
129,787 $
129,787
129,787 $
CONDENSED STATEMENTS OF INCOME
Other expense
Income before income tax and undistributed subsidiary income
Income tax benefit
Equity in undistributed subsidiary income
Years Ended December 31,
2018
2017
2016
$
134 $
38 $
(Dollars in thousands)
(134)
(40)
14,347
(38)
(16)
9,258
Net income
$
14,253 $
9,236 $
F-33
91,415
65
91,480
91,480
91,480
144
(144)
(59)
7,510
7,425
Table of Contents
CONDENSED STATEMENT OF CASH FLOWS
Cash flows from operating activities
Net income
Adjustments:
Equity in undistributed subsidiary income
Change in other
Net cash from operating activities
Cash flows from investing activities
Investment in subsidiaries
Net cash from investing activities
Cash flows from financing activities
Proceeds from subsidiaries
Net cash from financing activities
Net change in cash and cash equivalents
Cash and cash equivalents at beginning of year
Years Ended December 31,
2018
2017
(Dollars in thousands)
$
14,253
$
(14,347)
94
—
—
—
—
—
—
—
Cash and cash equivalents at end of year
$
—
$
Note 17. QUARTERLY FINANCIAL DATA (UNAUDITED)
Summarized unaudited quarterly financial data follows for the three months ended:
9,236
(9,258)
22
—
—
—
—
—
—
—
—
Interest income
Interest expense
Net interest income before provision for loan losses
Provision for loan losses
Net interest income after provision for loan losses
Noninterest income
Noninterest expense
Income before income tax provision
Income tax provision
Net income
Basic earnings per common share
Diluted earnings per common share
March 31
June 30
September 30
December 31
(Dollars in thousands, except per share data)
2018 Quarter Ended,
11,180 $
1,621
9,559
575
8,984
2,212
6,811
4,385
1,169
3,216 $
12,062 $
2,075
9,987
33
9,954
2,783
7,478
5,259
1,468
3,791 $
13,006 $
2,521
10,485
439
10,046
2,284
7,705
4,625
1,144
3,481 $
0.23 $
0.22 $
0.24 $
0.23 $
0.22 $
0.21 $
13,820
2,894
10,926
220
10,706
2,050
7,568
5,188
1,423
3,765
0.23
0.23
$
$
$
$
F-34
Table of Contents
Interest income
Interest expense
Net interest income before provision for loan losses
Provision for loan losses
Net interest income after provision for loan losses
Noninterest income
Noninterest expense
Income before income tax provision
Income tax provision
Net income
Basic earnings per common share
Diluted earnings per common share
March 31
June 30
September 30
December 31
(Dollars in thousands, except per share data)
2017 Quarter Ended,
9,186 $
979
8,207
541
7,666
2,244
6,390
3,520
1,375
2,145 $
0.16 $
0.15 $
9,601 $
1,007
8,594
170
8,424
2,209
6,552
4,081
1,618
2,463 $
0.18 $
0.18 $
10,419 $
1,211
9,208
278
8,930
2,255
6,744
4,441
1,713
2,728 $
0.20 $
0.19 $
11,077
1,376
9,701
322
9,379
2,278
6,571
5,086
3,186
1,900
0.14
0.13
$
$
$
$
F-35
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Exhibit 23.1
We consent to the incorporation by reference in Registration Statement No.333-224487 on Form S-8 of OP Bancorp of our report dated March 15, 2019 relating to
the financial statements appearing in this Annual Report on Form 10-K .
/s/ Crowe LLP
Los Angeles, California
March 15, 2019
Exhibit 31.1
CERTIFICATION PURSUANT TO
RULES 13a-14(a) OR 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Min J. Kim, certify that:
1.
2.
3.
4.
I have reviewed this Annual Report on Form 10-K for the year ended December 31, 2018 of OP Bancorp;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange
Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and have:
(a)
(b)
(c)
(d)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to registrant, including its consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, 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;
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent
fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial reporting; and
5.
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a)
(b)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control
over financial reporting.
Date: March 15, 2019
By:
/s/ MIN J. KIM
Min J. Kim
President and Chief Executive Officer
Exhibit 31.2
CERTIFICATION PURSUANT TO
RULES 13a-14(a) OR 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Christine Y. Oh, certify that:
1.
2.
3.
4.
I have reviewed this Annual Report on Form 10-K for the year ended December 31, 2018 of OP Bancorp;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange
Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and have:
(a)
(b)
(c)
(d)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, 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;
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent
fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial reporting; and
5.
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a)
(b)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control
over financial reporting.
Date: March 15, 2019
By:
/s/ CHRISTINE Y. OH
Christine Y. Oh
Executive Vice President and Chief Financial Officer
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 32.1
In connection with the Annual Report of OP Bancorp (the “Company”) on Form 10-K for the period ending December 31, 2018, as filed with the
Securities and Exchange Commission on the date hereof (the “Report”), I, Min J. Kim, President and Chief Executive Officer of the Company, certify, pursuant to
18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
(1)
(2)
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
Date: March 15, 2019
By:
/s/ MIN J. KIM
Min J. Kim
President and Chief Executive Officer
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 32.2
In connection with the Annual Report of OP Bancorp (the “Company”) on Form 10-K for the period ending December 31, 2018, as filed with the
Securities and Exchange Commission on the date hereof (the “Report”), I, Christine Y. Oh, Executive Vice President and Chief Financial Officer of the Company,
certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
(1)
(2)
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
Date: March 15, 2019
By:
/s/ CHRISTINE Y. OH
Christine Y. Oh
Executive Vice President and Chief Financial Officer