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Watchlist
Account
East West Bancorp
EWBC
#1399
Rank
$16.21 B
Marketcap
๐บ๐ธ
United States
Country
$117.83
Share price
0.50%
Change (1 day)
22.23%
Change (1 year)
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Annual Reports (10-K)
East West Bancorp
Quarterly Reports (10-Q)
Financial Year FY2016 Q1
East West Bancorp - 10-Q quarterly report FY2016 Q1
Text size:
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
10-Q
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the
quarterly period
ended
March 31, 2016
Commission file number 000-24939
EAST WEST BANCORP, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
95-4703316
(I.R.S. Employer Identification No.)
135 North Los Robles Ave., 7th Floor, Pasadena, California
(Address of principal executive offices)
91101
(Zip Code)
Registrant’s telephone number, including area code:
(626) 768-6000
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes
x
No
¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes
x
No
¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
x
Accelerated filer
¨
Non-accelerated filer
¨
Smaller reporting company
¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
¨
No
x
Number of shares outstanding of the issuer’s common stock on the latest practicable date:
144,100,097
shares as of
April 30, 2016
.
TABLE OF CONTENTS
Page
PART I — FINANCIAL INFORMATION
5
Item 1.
Consolidated Financial Statements (Unaudited)
5
Notes to Consolidated Financial Statements (Unaudited)
11
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
50
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
73
Item 4.
Controls and Procedures
74
PART II — OTHER INFORMATION
74
Item 1.
Legal Proceedings
74
Item 1A.
Risk Factors
74
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
74
Item 6.
Exhibits
75
GLOSSARY OF ACRONYMS
76
SIGNATURE
77
2
Forward-Looking Statements
Certain matters discussed in this
Quarterly
Report on Form 10-Q (this “Form 10-Q”) contain or incorporate statements that East West Bancorp, Inc. (referred to herein on an unconsolidated basis as “East West” and on a consolidated basis as the “Company” or “EWBC”) believes are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder. These statements relate to the Company’s financial condition, results of operations, plans, objectives, future performance or business. They usually can be identified by 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. You should not place undue reliance on these statements, as they are subject to risks and uncertainties, including, but not limited to, those described in the documents incorporated by reference. When considering these forward-looking statements, you should keep in mind these risks and uncertainties, as well as any cautionary statements the Company may make. Moreover, you should treat these statements as speaking only as of the date they are made and based only on information then actually known to the Company.
There are a number of important factors that could cause future results to differ materially from historical performance and these forward-looking statements. Factors that might cause such differences, some of which are beyond the Company’s control, include, but are not limited to:
•
the Company’s ability to compete effectively against other financial institutions in its banking markets;
•
changes in the commercial and consumer real estate markets;
•
changes in the Company’s costs of operation, compliance and expansion;
•
changes in the U.S. economy, including inflation, employment levels, rate of growth and general business conditions;
•
changes in government interest rate policies;
•
changes in laws or the regulatory environment including regulatory reform initiatives and policies of the U.S. Department of Treasury, the Board of Governors of the Federal Reserve Board System, the Federal Deposit Insurance Corporation (“FDIC”), the U.S. Securities and Exchange Commission (“SEC”) and the Consumer Financial Protection Bureau;
•
changes in the economy of and monetary policy in the People’s Republic of China;
•
changes in accounting standards as may be required by the Financial Accounting Standards Board (“FASB”) or other regulatory agencies and their impact on critical accounting policies and assumptions;
•
changes in the equity and debt securities markets;
•
future credit quality and performance, including the Company’s expectations regarding future credit losses and allowance levels;
•
fluctuations of the Company’s stock price;
•
fluctuations in foreign currency exchange rates;
•
success and timing of the Company’s business strategies;
•
ability of the Company to adopt and successfully integrate new technologies into its business in a strategic manner;
•
impact of reputational risk from negative publicity, fines and penalties and other negative consequences from regulatory violations and legal actions;
•
impact of potential federal tax increases and spending cuts;
•
impact of adverse judgments or settlements in litigation;
•
impact of regulatory enforcement actions;
•
changes in the Company’s ability to receive dividends from its subsidiaries;
•
impact of political developments, wars or other hostilities that may disrupt or increase volatility in securities or otherwise affect economic conditions;
•
impact of natural or man-made disasters or calamities or conflicts;
•
continuing consolidation in the financial services industry;
•
the Company’s capital requirements and its ability to generate capital internally or raise capital on favorable terms;
•
impact of the Dodd-Frank Wall Street Reform and Consumer Protection Act on the Company’s business, business practices and cost of operations;
•
impact of adverse changes to the Company’s credit ratings from the major credit rating agencies;
•
impact of failure in, or breach of, the Company’s operational or security systems or infrastructure, or those of third parties with whom the Company does business, including as a result of cyber attacks; and other similar matters which could result in, among other things, confidential and/or proprietary information being disclosed or misused;
•
adequacy of the Company’s risk management framework, disclosure controls and procedures and internal control over financial reporting;
3
•
the effect of the current low interest rate environment or changes in interest rates on the Company’s net interest income and net interest margin;
•
the effect of changes in the level of checking or savings account deposits on the Company’s funding costs and net interest margin; and
•
a recurrence of significant turbulence or disruption in the capital or financial markets, which could result in, among other things, a reduction in the availability of funding or increased funding costs, reduced investor demand for mortgage loans and declines in asset values and/or recognition of other-than-temporary impairment (“OTTI”) on securities held in the Company’s available-for-sale investment securities portfolio.
For a more detailed discussion of some of the factors that might cause such differences, see the Company’s annual report on Form 10-K for the year ended
December 31, 2015
, filed with the SEC on
February 26, 2016
(the “Company’s
2015
Form 10-K”), under the heading “ITEM 1A. RISK FACTORS” and the information set forth under “ITEM 1A. RISK FACTORS” in this Form 10-Q. The Company does not undertake, and specifically disclaims any obligation to update any forward-looking statements to reflect the occurrence of events or circumstances after the date of such statements except as required by law.
4
PART I — FINANCIAL INFORMATION
EAST WEST BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
($ in thousands, except shares)
March 31, 2016
December 31, 2015
(Unaudited)
ASSETS
Cash and cash equivalents
$
2,265,297
$
1,360,887
Short-term investments
305,548
299,916
Securities purchased under resale agreements (“resale agreements”)
1,800,000
1,600,000
Available-for-sale investment securities, at fair value
3,205,238
3,773,226
Held-to-maturity investment security, at cost (fair value of $160,135 in 2016)
160,135
—
Loans held for sale
28,795
31,958
Loans held-for-investment (net of allowance for loan losses of $260,238 in 2016 and $264,959 in 2015)
23,494,126
23,378,789
Investment in Federal Home Loan Bank (“FHLB”) stock, at cost
18,157
28,770
Investment in Federal Reserve Bank stock, at cost
55,079
54,932
Investments in qualified affordable housing partnerships, net
186,999
193,978
Premises and equipment (net of accumulated depreciation of $103,814 in 2016 and $100,060 in 2015)
165,234
166,993
Goodwill
469,433
469,433
Other assets
955,128
992,040
TOTAL
$
33,109,169
$
32,350,922
LIABILITIES
Customer deposits:
Noninterest-bearing
$
9,461,568
$
8,656,805
Interest-bearing
19,134,679
18,819,176
Total deposits
28,596,247
27,475,981
Short-term borrowings
10,093
—
FHLB advances
319,973
1,019,424
Securities sold under repurchase agreements (“repurchase agreements”)
200,000
—
Long-term debt
201,102
206,084
Accrued expenses and other liabilities
564,973
526,483
Total liabilities
29,892,388
29,227,972
COMMITMENTS AND CONTINGENCIES (Note 10)
STOCKHOLDERS’ EQUITY
Common stock, $0.001 par value, 200,000,000 shares authorized; 164,496,260 and 164,246,517 shares issued in 2016 and 2015, respectively.
164
164
Additional paid-in capital
1,706,856
1,701,295
Retained earnings
1,951,035
1,872,594
Treasury stock at cost — 20,432,509 shares in 2016 and 20,337,284 shares in 2015.
(439,216
)
(436,162
)
Accumulated other comprehensive loss (“AOCI”), net of tax
(2,058
)
(14,941
)
Total stockholders’ equity
3,216,781
3,122,950
TOTAL
$
33,109,169
$
32,350,922
See accompanying Notes to Consolidated Financial Statements.
5
EAST WEST BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
($ in thousands, except per share data, shares in thousands)
(Unaudited)
Three Months Ended March 31,
2016
2015
INTEREST AND DIVIDEND INCOME
Loans receivable, including fees
$
253,542
$
241,566
Investment securities
11,193
10,184
Resale agreements
6,677
4,849
Investment in FHLB and Federal Reserve Bank stock
795
1,236
Due from banks and short-term investments
3,965
5,426
Total interest and dividend income
276,172
263,261
INTEREST EXPENSE
Customer deposits
19,297
16,963
Short-term borrowings
9
—
FHLB advances
1,500
1,033
Repurchase agreements
1,926
8,406
Long-term debt
1,236
1,142
Total interest expense
23,968
27,544
Net interest income before provision for credit losses
252,204
235,717
Provision for credit losses
1,440
4,987
Net interest income after provision for credit losses
250,764
230,730
NONINTEREST INCOME
Branch fees
10,222
9,384
Letters of credit fees and foreign exchange income
9,553
8,706
Ancillary loan fees
3,577
2,656
Wealth management fees
3,051
5,179
Derivative commission income
3,466
5,306
Changes in FDIC indemnification asset and receivable/payable
—
(8,422
)
Net gains on sales of loans
1,927
9,551
Net gains on sales of available-for-sale investment securities
3,842
4,404
Other fees and operating income
4,875
7,362
Total noninterest income
40,513
44,126
NONINTEREST EXPENSE
Compensation and employee benefits
71,837
64,253
Occupancy and equipment expense
14,415
15,443
Amortization of tax credit and other investments
14,155
6,299
Amortization of premiums on deposits acquired
2,104
2,391
Deposit insurance premiums and regulatory assessments
5,418
5,656
Deposit related expenses
2,207
2,238
Other real estate owned (“OREO”) expense (income)
528
(1,026
)
Legal expense
3,007
6,870
Data processing
2,688
2,617
Consulting expense
8,452
2,431
Other operating expense
21,795
20,858
Total noninterest expense
146,606
128,030
INCOME BEFORE INCOME TAXES
144,671
146,826
INCOME TAX EXPENSE
37,155
46,799
NET INCOME
$
107,516
$
100,027
EARNINGS PER SHARE (“EPS”)
BASIC
$
0.75
$
0.70
DILUTED
$
0.74
$
0.69
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
BASIC
143,958
143,655
DILUTED
144,803
144,349
DIVIDENDS DECLARED PER COMMON SHARE
$
0.20
$
0.20
See accompanying Notes to Consolidated Financial Statements.
6
EAST WEST BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
($ in thousands)
(Unaudited)
Three Months Ended March 31,
2016
2015
Net income
$
107,516
$
100,027
Other comprehensive income, net of tax:
Net change in unrealized gains on available-for-sale investment securities
12,916
9,318
Foreign currency translation adjustments
(33
)
—
Other comprehensive income
12,883
9,318
COMPREHENSIVE INCOME
$
120,399
$
109,345
See accompanying Notes to Consolidated Financial Statements.
7
EAST WEST BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
($ in thousands, except share data)
(Unaudited)
Common Stock and Additional Paid-in Capital
Retained
Earnings
Treasury
Stock
AOCI,
net of tax
Total
Stockholders’
Equity
Shares
Amount
BALANCE, JANUARY 1, 2015
143,582,229
$
1,677,931
$
1,604,141
$
(430,198
)
$
4,237
$
2,856,111
Net income
—
—
100,027
—
—
100,027
Other comprehensive income
—
—
—
—
9,318
9,318
Stock compensation costs
—
3,954
—
—
—
3,954
Tax benefit from stock compensation plans, net
—
3,145
—
—
—
3,145
Net activity of common stock pursuant to various stock compensation plans and agreements
238,320
833
—
(5,691
)
—
(4,858
)
Common stock dividends
—
—
(28,934
)
—
—
(28,934
)
BALANCE, MARCH 31, 2015
143,820,549
$
1,685,863
$
1,675,234
$
(435,889
)
$
13,555
$
2,938,763
BALANCE, JANUARY 1, 2016
143,909,233
$
1,701,459
$
1,872,594
$
(436,162
)
$
(14,941
)
$
3,122,950
Net income
—
—
107,516
—
—
107,516
Other comprehensive income
—
—
—
—
12,883
12,883
Stock compensation costs
—
4,575
—
—
—
4,575
Tax benefit from stock compensation plans, net
—
986
—
—
—
986
Net activity of common stock pursuant to various stock compensation plans and agreements
154,518
—
—
(3,054
)
—
(3,054
)
Common stock dividends
—
—
(29,075
)
—
—
(29,075
)
BALANCE, MARCH 31, 2016
144,063,751
$
1,707,020
$
1,951,035
$
(439,216
)
$
(2,058
)
$
3,216,781
See accompanying Notes to Consolidated Financial Statements.
8
EAST WEST BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
($ in thousands)
(Unaudited)
Three Months Ended March 31,
2016
2015
CASH FLOWS FROM OPERATING ACTIVITIES
Net income
$
107,516
$
100,027
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
28,613
17,422
(Accretion) of discount and amortization of premiums, net
(15,855
)
(18,600
)
Changes in FDIC indemnification asset and receivable/payable
—
8,422
Stock compensation costs
4,575
3,954
Deferred tax expenses
3,718
3
Tax benefit from stock compensation plans, net
(986
)
(3,145
)
Provision for credit losses
1,440
4,987
Net gains on sales of loans
(1,927
)
(9,551
)
Net gains on sales of available-for-sale investment securities
(3,842
)
(4,404
)
Net gains on sales of OREO and premises and equipment
(193
)
(3,833
)
Originations and purchases of loans held for sale
(1,403
)
—
Proceeds from sales and paydowns/payoffs in loans held for sale
2,229
457
Net payments to FDIC shared-loss agreements
—
(1,810
)
Net change in accrued interest receivable and other assets
2,057
5,980
Net change in accrued expenses and other liabilities
57,957
26,413
Other net operating activities
(349
)
(784
)
Total adjustments
76,034
25,511
Net cash provided by operating activities
183,550
125,538
CASH FLOWS FROM INVESTING ACTIVITIES
Net (increase) decrease in:
Loans receivable
(29,342
)
(273,715
)
Short-term investments
(3,531
)
13,364
Investments in qualified affordable housing partnerships, tax credit and other investments
(8,390
)
(20,861
)
Purchases of:
Resale agreements
(1,000,000
)
(725,000
)
Available-for-sale investment securities
(223,873
)
(517,477
)
Loans receivable (including loan participations)
(375,783
)
(182,088
)
Proceeds from sales of:
Available-for-sale investment securities
652,753
180,501
Loans receivable
151,832
679,775
Paydowns and maturities of resale agreements
1,000,000
300,000
Repayments, maturities and redemptions of available-for-sale investment securities
158,268
138,422
Redemption of FHLB stock
10,614
2,636
Other net investing activities
(2,022
)
7,168
Net cash provided by (used in) investing activities
330,526
(397,275
)
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in:
Deposits
1,116,272
1,154,059
Short-term borrowings
9,962
—
Proceeds from:
Issuance of common stock pursuant to various stock plans and agreements
—
833
Payments for:
Repayment of FHLB advances
(700,000
)
—
Repayment of long-term debt
(5,000
)
(5,000
)
Repurchase of vested shares due to employee tax liability
(3,054
)
(5,691
)
Cash dividends
(29,325
)
(29,295
)
Tax benefit from stock compensation plans, net
986
3,145
Net cash provided by financing activities
389,841
1,118,051
Effect of exchange rate changes on cash and cash equivalents
493
—
NET INCREASE IN CASH AND CASH EQUIVALENTS
904,410
846,314
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
1,360,887
1,039,885
CASH AND CASH EQUIVALENTS, END OF PERIOD
$
2,265,297
$
1,886,199
See accompanying Notes to Consolidated Financial Statements.
9
EAST WEST BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
($ in thousands)
(Unaudited)
Three Months Ended March 31,
2016
2015
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the period for:
Interest
$
24,309
$
26,707
Income tax (refunds) payments
$
(28,509
)
$
18,458
Noncash investing and financing activities:
Loans transferred to loans held for sale, net
$
308,722
$
820,473
Transfers to OREO
$
51
$
3,828
Held-to-maturity investment security retained from securitization of loans
$
160,135
$
—
Dividends payable
$
250
$
361
See accompanying Notes to Consolidated Financial Statements.
10
EAST WEST BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1
—
BASIS OF PRESENTATION
The unaudited interim Consolidated Financial Statements in this Form 10-Q include the accounts of East West and its subsidiaries, East West Bank and subsidiaries (referred to herein as “East West Bank” or the “Bank”) and East West Insurance Services, Inc. Intercompany transactions and balances have been eliminated in consolidation. As of
March 31, 2016
, East West has
six
wholly-owned subsidiaries that are statutory business trusts (the “Trusts”). In accordance with FASB Accounting Standards Codification (“ASC”) Topic 810, the Trusts are not consolidated into the Company.
The unaudited interim Consolidated Financial Statements presented in accordance with United States Generally Accepted Accounting Principles (“U.S. GAAP”), applicable guidelines prescribed by regulatory authorities, and general practices within the banking industry, reflect all adjustments that, in the opinion of management, are necessary for fair statement of the interim period financial statements. Certain prior year balances and notes have been reclassified to conform to current period presentation.
The current period’s results of operations are not necessarily indicative of results that may be expected for any other interim period or for the year as a whole. Events subsequent to the Consolidated Balance Sheet date have been evaluated through the date the financial statements are issued for inclusion in the accompanying financial statements. The unaudited Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and notes thereto, included in the Company’s
2015
Form 10-K.
NOTE 2
—
CURRENT ACCOUNTING DEVELOPMENTS
NEW ACCOUNTING PRONOUNCEMENTS ADOPTED
In February 2015, the FASB issued Accounting Standards Update (“ASU”) 2015-02,
Consolidation (Topic 810): Amendments to the Consolidation Analysis
that changes the analysis a reporting entity must perform to determine whether it should consolidate certain types of legal entities. The amended guidance 1) modifies the evaluation of whether limited partnerships and similar legal entities are VIEs or voting interest entities; 2) eliminates the presumption that a general partner should consolidate a limited partnership; 3) affects the consolidation analysis of reporting entities that are involved with VIEs, particularly those that have fee arrangements and related party relationships; and 4) provides a scope exception from consolidation guidance for reporting entities that are required to comply with or operate in accordance with requirements that are similar to those in Rule 2a7 of the Investment Company Act of 1940 for registered money market funds. The Company adopted this amended guidance in the first quarter of 2016 and the adoption of this guidance did not have a material impact on the Company’s Consolidated Financial Statements.
In April 2015, the FASB issued ASU 2015-03,
Interest-Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs.
ASU 2015-03 simplifies the presentation of debt issuance costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the carrying amount of debt liability, consistent with debt discounts. The Company adopted this guidance retrospectively in the first quarter of 2016. The adoption of this guidance did not have a material impact on the Company’s Consolidated Financial Statements.
In April 2015, the FASB issued ASU 2015-05,
Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement.
ASU 2015-05 amends ASC 350-40 and requires the Company to determine whether a cloud computing arrangement contains a software license. If the arrangement contains a software license, the Company should account for the fees related to the software license element consistent with how the acquisitions of other software licenses are accounted for under ASC 350-40. If the arrangement does not contain a software license, the Company should account for the arrangement as a service contract. The Company adopted this guidance prospectively to all arrangements entered into or materially modified in the first quarter of 2016. The adoption of this guidance did not have a material impact on the Company’s Consolidated Financial Statements.
11
RECENT ACCOUNTING PRONOUNCEMENTS
In May 2014, the FASB issued ASU 2014-09,
Revenue from Contracts with Customers (Topic 606)
. The new guidance replaces existing revenue recognition guidance for contracts to provide goods or services to customers and amends existing guidance related to recognition of gains and losses on the sale of certain nonfinancial assets such as real estate. ASU 2014-09 establishes a principles-based approach to recognizing revenue that applies to all contracts other than those covered by other authoritative U.S. GAAP guidance. Quantitative and qualitative disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows are also required. Further in March 2016, the FASB issued ASU 2016-08,
Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net)
, to amend the principal versus agent guidance in the new revenue standard. ASU 2014-09 and ASU 2015-09 are effective for interim and annual periods beginning after December 15, 2017 and are applied on either a modified retrospective or full retrospective basis. Early adoption is not permitted. The Company is currently evaluating the impact on its Consolidated Financial Statements.
In January 2016, the FASB issued ASU 2016-01,
Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities.
ASU 2016-01 requires equity investments, except those accounted for under the equity method of accounting or consolidated, to be measured at fair value with changes recognized in net income. If there is no readily determinable fair value, the guidance allows entities the ability to measure investments at cost less impairment, whereby impairment is based on a qualitative assessment. The guidance eliminates the requirement to disclose the methods and significant assumptions used to estimate the fair value of financial instruments measured at amortized cost and changes the presentation of financial assets and financial liabilities on the balance sheet or in the footnotes. If an entity has elected the fair value option to measure liabilities, the new accounting guidance requires the portion of the change in the fair value of a liability resulting from credit risk to be presented in other comprehensive income. The Company has not elected to measure any of its liabilities at fair value. ASU 2016-01 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is not permitted except for certain specific changes under the fair value option guidance. To adopt the amendments, the Company is required to make a cumulative-effect adjustment to the consolidated balance sheet as of the beginning of the fiscal year in which the guidance is effective. However, the amendments related to equity securities without readily determinable fair values (including disclosure requirements) should be applied prospectively to equity investments that exist as of the adoption date. The Company is currently evaluating the impact on its Consolidated Financial Statements.
In February 2016, the FASB issued ASU 2016-02,
Leases (Topic 842),
which is intended to increase transparency and comparability in the accounting for lease transactions. ASU 2016-02 requires lessees to recognize all leases longer than twelve months on the consolidated balance sheet as lease assets and lease liabilities and quantitative and qualitative disclosures regarding key information about leasing arrangements. Lessor accounting is largely unchanged. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years with an option to early adopt. The Company is currently evaluating the impact on its Consolidated Financial Statements.
In March 2016, the FASB issued ASU 2016-05,
Derivatives and Hedging (Topic 815): Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships
, to clarify that a change in the counterparty to a derivative instrument that has been designated as the hedging instrument in an existing hedging relationship would not be considered a termination of the derivative instrument or a change in a critical term of the hedging relationship provided that all other hedge accounting criteria in ASC 815 continue to be met. This clarification applies to both cash flow and fair value hedging relationships. ASU 2016-05 is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years with an option to early adopt. The Company has an option to adopt the amendments of this ASU either on a prospective basis or modified retrospective basis. The Company does not expect the adoption of this guidance to have a material impact on its Consolidated Financial Statements.
In March 2016, the FASB issued ASU 2016-07,
Investments—Equity Method and Joint Ventures (Topic 323):
Simplifying the Transition to the Equity Method of Accounting,
to eliminate the requirement for an investor to retroactively apply the equity method when its increase in ownership interest (or degree of influence) in an investee triggers equity method accounting. The amendments in ASU 2016-07 also require that an entity that has an available-for-sale equity security that becomes qualified for the equity method of accounting recognize through earnings the unrealized holding gain or loss in AOCI at the date the investment becomes qualified for use of the equity method. ASU 2016-07 is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years and should be applied prospectively. Early adoption is not permitted. The Company is currently evaluating the impact on its Consolidated Financial Statements.
12
In March 2016, the FASB issued ASU 2016-09,
Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting,
to simplify several aspects of the accounting for share-based payment transactions, including the accounting for income taxes, forfeitures, statutory tax withholding requirements, as well as classification in the statement of cash flows. ASU 2016-09 also eliminated certain guidance in ASC 718 on when awards cease to be within the scope of ASC 718 and instead become subject to other U.S. GAAP requirements. ASU 2016-09 is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact on its Consolidated Financial Statements.
NOTE 3
—
FAIR VALUE MEASUREMENT AND FAIR VALUE OF FINANCIAL INSTRUMENTS
In determining fair value, the Company uses various methods including market and income approaches. Based on these approaches, the Company utilizes certain assumptions that market participants would use in pricing the asset or liability. These inputs can be readily observable, market corroborated, or generally unobservable. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy noted below is based on the quality and reliability of the information used to determine fair value. The fair value hierarchy gives the highest priority to quoted prices available in active markets and the lowest priority to data lacking transparency. The fair value of the Company’s assets and liabilities is classified and disclosed in one of the following three categories:
•
Level 1
—
Valuation is based on quoted prices for identical instruments traded in active markets.
•
Level 2
—
Valuation is based on quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable and can be corroborated by market data.
•
Level 3
—
Valuation is based on significant unobservable inputs for determining the fair value of assets or liabilities. These significant unobservable inputs reflect assumptions that market participants may use in pricing the assets or liabilities.
In determining the appropriate hierarchy levels, the Company performs an analysis of the assets and liabilities that are subject to fair value disclosure. The Company’s assets and liabilities are classified in their entirety based on the lowest level of input that is significant to their fair value measurements.
13
The following tables present financial assets and liabilities that are measured at fair value on a recurring basis as of
March 31, 2016
and
December 31, 2015
:
Assets (Liabilities) Measured at Fair Value on a Recurring Basis
as of March 31, 2016
($ in thousands)
Fair Value Measurements
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Available-for-sale investment securities:
U.S. Treasury securities
$
516,755
$
516,755
$
—
$
—
U.S. government agency and U.S. government sponsored enterprise debt securities
788,935
—
788,935
—
U.S. government agency and U.S. government sponsored enterprise mortgage-backed securities:
Commercial mortgage-backed securities
326,987
—
326,987
—
Residential mortgage-backed securities
935,099
—
935,099
—
Municipal securities
159,426
—
159,426
—
Non-agency residential mortgage-backed securities:
Investment grade
59,899
—
59,899
—
Corporate debt securities:
Investment grade
365,905
—
365,905
—
Non-investment grade
7,924
—
7,924
—
Other securities
44,308
36,212
8,096
—
Total available-for-sale investment securities
$
3,205,238
$
552,967
$
2,652,271
$
—
Derivative assets:
Interest rate swaps on certificates of deposit
$
54
$
—
$
54
$
—
Interest rate swaps and options
$
129,599
$
—
$
129,599
$
—
Foreign exchange contracts
$
8,817
$
—
$
8,817
$
—
Derivative liabilities:
Interest rate swaps on certificates of deposit
$
(1,038
)
$
—
$
(1,038
)
$
—
Foreign currency forward contracts
$
(430
)
$
—
$
(430
)
$
—
Interest rate swaps and options
$
(130,420
)
$
—
$
(130,420
)
$
—
Foreign exchange contracts
$
(6,196
)
$
—
$
(6,196
)
$
—
Credit risk participation agreements (“RPAs”)
$
(11
)
$
—
$
(11
)
$
—
14
Assets (Liabilities) Measured at Fair Value on a Recurring Basis
as of December 31, 2015
($ in thousands)
Fair Value Measurements
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Available-for-sale investment securities:
U.S. Treasury securities
$
998,515
$
998,515
$
—
$
—
U.S. government agency and U.S. government sponsored enterprise debt securities
768,849
—
768,849
—
U.S. government agency and U.S. government sponsored enterprise mortgage-backed securities:
Commercial mortgage-backed securities
351,662
—
351,662
—
Residential mortgage-backed securities
997,396
—
997,396
—
Municipal securities
175,649
—
175,649
—
Non-agency residential mortgage-backed securities:
Investment grade
62,393
—
62,393
—
Corporate debt securities:
Investment grade
364,713
—
364,713
—
Non-investment grade
9,642
—
9,642
—
Other securities
44,407
35,635
8,772
—
Total available-for-sale investment securities
$
3,773,226
$
1,034,150
$
2,739,076
$
—
Derivative assets:
Foreign currency forward contracts
$
2,365
$
—
$
2,365
$
—
Interest rate swaps and options
$
67,215
$
—
$
67,215
$
—
Foreign exchange contracts
$
10,254
$
—
$
10,254
$
—
Derivative liabilities:
Interest rate swaps on certificates of deposit
$
(5,213
)
$
—
$
(5,213
)
$
—
Interest rate swaps and options
$
(67,325
)
$
—
$
(67,325
)
$
—
Foreign exchange contracts
$
(9,350
)
$
—
$
(9,350
)
$
—
RPAs
$
(4
)
$
—
$
(4
)
$
—
15
At each reporting period, all assets and liabilities for which the fair value measurement is based on significant unobservable inputs are classified as Level 3. There were no assets or liabilities measured using significant unobservable inputs (Level 3) on a recurring basis for the
three months ended March 31, 2016
. The following table presents a reconciliation of the beginning and ending balances for major asset and liability categories measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the
three months ended March 31, 2015
:
($ in thousands)
Three Months Ended March 31,
2015
Corporate
Debt
Securities:
Non-Investment
Grade
Embedded
Derivative
Liabilities
Beginning balance
$
6,528
$
(3,392
)
Total gains (losses) for the period:
Included in earnings
(1)
960
(20
)
Included in other comprehensive income
(2)
922
—
Sales and settlements:
Sales
(7,219
)
—
Settlements
(98
)
—
Transfers in and/or out of Level 3
(1,093
)
—
Ending balance
$
—
$
(3,412
)
Change in unrealized losses included in earnings relating to assets
and liabilities held for the period
$
—
$
(20
)
(1)
Net gains or losses (realized and unrealized) of corporate debt securities and embedded derivative liabilities are included in
Net gains on sales of available-for-sale investment securities
and
Other operating expense
, respectively, in the Consolidated Statements of Income.
(2)
Unrealized gains or losses on available-for-sale investment securities are reported in
Other comprehensive income, net of tax
, in the Consolidated Statements of Comprehensive Income.
Transfers into or out of fair value hierarchy classifications are made if the significant inputs used in the financial models measuring the fair values of the assets and liabilities become unobservable or observable in the current marketplace. The Company’s policy, with respect to transfers between levels of the fair value hierarchy, is to recognize transfers into and out of each level as of the end of the reporting period. There were no transfers of assets measured on a recurring basis in and out of Level 1, Level 2, or Level 3 for the
three months ended March 31, 2016
. During the
three months ended March 31, 2015
, the Company transferred
$1.1 million
of pooled trust preferred securities measured on a recurring basis out of Level 3 into Level 2 due to increased market liquidity and price observability.
Assets measured at fair value on a nonrecurring basis include certain non-purchased credit impaired (“non-PCI”) loans that were impaired, OREO, and loans held for sale. These fair value adjustments result from impairments recognized during the period on certain non-PCI impaired loans, application of fair value less cost to sell on OREO and application of lower of cost or market (“LOCOM”) valuation on loans held for sale.
16
The following tables present the carrying amounts of all assets that were still held as of
March 31, 2016
and
December 31, 2015
for which a nonrecurring fair value measurement was recorded:
Assets Measured at Fair Value on a Nonrecurring Basis
as of March 31, 2016
($ in thousands)
Fair Value
Measurements
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Non-PCI impaired loans:
Commercial real estate (“CRE”)
$
13,147
$
—
$
—
$
13,147
Commercial and industrial (“C&I”)
48,788
—
—
48,788
Residential
17,345
—
—
17,345
Consumer
1,570
—
—
1,570
Total non-PCI impaired loans
$
80,850
$
—
$
—
$
80,850
OREO
$
3,490
$
—
$
—
$
3,490
Loans held for sale
$
28,795
$
—
$
28,795
$
—
Assets Measured at Fair Value on a Nonrecurring Basis
as of December 31, 2015
($ in thousands)
Fair Value
Measurements
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Non-PCI impaired loans:
CRE
$
17,252
$
—
$
—
$
17,252
C&I
35,558
—
—
35,558
Residential
16,472
—
—
16,472
Consumer
1,180
—
—
1,180
Total non-PCI impaired loans
$
70,462
$
—
$
—
$
70,462
OREO
$
4,929
$
—
$
—
$
4,929
Loans held for sale
$
29,238
$
—
$
29,238
$
—
The following table presents fair value adjustments of certain assets measured on a nonrecurring basis recognized for the
three months
ended and still held as of
March 31, 2016
and
2015
:
Three Months Ended March 31,
($ in thousands)
2016
2015
Non-PCI impaired loans:
CRE
$
2,178
$
841
C&I
(1,935
)
(2,470
)
Residential
(83
)
(239
)
Consumer
3
—
Total non-PCI impaired loans
$
163
$
(1,868
)
OREO
$
(461
)
$
(277
)
Loans held for sale
$
(2,351
)
$
—
17
The following table presents quantitative information about significant unobservable inputs used in the valuation of assets measured on a nonrecurring basis classified as Level 3 as of
March 31, 2016
and
December 31, 2015
:
($ in thousands)
Fair Value
Measurements
(Level 3)
Valuation
Technique(s)
Unobservable
Input(s)
Range of Inputs
Weighted
Average
March 31, 2016
Non-PCI impaired loans
$
40,719
Discounted cash flow
Discount rate
0% - 84%
23%
$
40,131
Market comparables
Discount rate
(1)
0% - 43%
12%
OREO
$
3,490
Appraisal
Selling cost
8%
8%
December 31, 2015
Non-PCI impaired loans
$
27,522
Discounted cash flow
Discount rate
0% - 87%
30%
$
42,940
Market comparables
Discount rate
(1)
0% - 100%
17%
OREO
$
4,929
Appraisal
Selling cost
8%
8%
(1)
Discount rate is adjusted for factors such as liquidation cost of collateral and selling cost.
The following tables present the carrying and fair values per the fair value hierarchy of certain financial instruments, excluding those measured at fair value on a recurring basis, as of
March 31, 2016
and
December 31, 2015
:
($ in thousands)
March 31, 2016
Carrying
Amount
Level 1
Level 2
Level 3
Estimated
Fair Value
Financial assets:
Cash and cash equivalents
$
2,265,297
$
2,265,297
$
—
$
—
$
2,265,297
Short-term investments
$
305,548
$
—
$
305,548
$
—
$
305,548
Resale agreements
(1)
$
1,800,000
$
—
$
1,571,665
$
—
$
1,571,665
Held-to-maturity investment security
$
160,135
$
—
$
—
$
160,135
$
160,135
Loans held for sale
$
28,795
$
—
$
28,795
$
—
$
28,795
Loans receivable, net
$
23,494,126
$
—
$
—
$
23,344,433
$
23,344,433
Investment in FHLB stock
$
18,157
$
—
$
18,157
$
—
$
18,157
Investment in Federal Reserve Bank stock
$
55,079
$
—
$
55,079
$
—
$
55,079
Accrued interest receivable
$
88,804
$
—
$
88,804
$
—
$
88,804
Financial liabilities:
Customer deposit accounts:
Demand, savings and money market deposits
$
22,531,531
$
—
$
22,531,531
$
—
$
22,531,531
Time deposits
$
6,064,716
$
—
$
6,063,265
$
—
$
6,063,265
Short-term borrowings
$
10,093
$
—
$
10,093
$
—
$
10,093
FHLB advances
$
319,973
$
—
$
332,474
$
—
$
332,474
Repurchase agreements
(1)
$
200,000
$
—
$
271,367
$
—
$
271,367
Accrued interest payable
$
8,507
$
—
$
8,507
$
—
$
8,507
Long-term debt
$
201,102
$
—
$
194,189
$
—
$
194,189
(1)
Resale and repurchase agreements are reported net pursuant to ASC 210-20-45,
Balance Sheet Offsetting
. As of
March 31, 2016
,
$250.0 million
out of
$450.0 million
of repurchase agreements was eligible for netting against resale agreements.
18
December 31, 2015
($ in thousands)
Carrying
Amount
Level 1
Level 2
Level 3
Estimated
Fair Value
Financial assets:
Cash and cash equivalents
$
1,360,887
$
1,360,887
$
—
$
—
$
1,360,887
Short-term investments
$
299,916
$
—
$
299,916
$
—
$
299,916
Resale agreements
(1)
$
1,600,000
$
—
$
1,533,961
$
—
$
1,533,961
Loans held for sale
$
31,958
$
—
$
31,958
$
—
$
31,958
Loans receivable, net
$
23,378,789
$
—
$
—
$
23,000,817
$
23,000,817
Investment in FHLB stock
$
28,770
$
—
$
28,770
$
—
$
28,770
Investment in Federal Reserve Bank stock
$
54,932
$
—
$
54,932
$
—
$
54,932
Accrued interest receivable
$
89,243
$
—
$
89,243
$
—
$
89,243
Financial liabilities:
Customer deposit accounts:
Demand, savings and money market deposits
$
20,859,086
$
—
$
20,859,086
$
—
$
20,859,086
Time deposits
$
6,616,895
$
—
$
6,606,942
$
—
$
6,606,942
FHLB advances
$
1,019,424
$
—
$
1,032,000
$
—
$
1,032,000
Accrued interest payable
$
8,848
$
—
$
8,848
$
—
$
8,848
Long-term debt
$
206,084
$
—
$
186,593
$
—
$
186,593
(1)
Resale and repurchase agreements are reported net pursuant to ASC 210-20-45,
Balance Sheet Offsetting
. As of December 31, 2015, the carrying amount of
$450.0 million
of repurchase agreements was eligible for netting against resale agreements, resulting in no repurchase agreements’ balances reported.
The following is a description of the valuation methodologies and significant assumptions used to measure financial assets and liabilities at fair value and to estimate fair value for certain financial instruments not recorded at fair value. The description also includes the level of the fair value hierarchy in which the assets or liabilities are classified.
Cash and Cash Equivalents
— The carrying amount approximates fair value due to the short-term nature of these instruments. As such, the estimated fair value is classified as Level 1.
Short-Term Investments
— The fair value of short-term investments generally approximates their book value due to their short maturities. In addition, due to the observable nature of the inputs used in deriving the estimated fair value, these instruments are classified as Level 2.
Resale Agreements
— The fair value of resale agreements is estimated by discounting the cash flows based on expected maturities or repricing dates utilizing estimated market discount rates. In addition, due to the observable nature of the inputs used in deriving the estimated fair value, these instruments are classified as Level 2.
Held-to-Maturity Investment Security —
The fair value of a held-to-maturity investment security is determined by the discount cash flow approach. The discount rate is derived from conditional prepayment rate, constant default rate, loss severity and discount margin. Due to the significant unobservable inputs, held-to-maturity investment securities are classified as Level 3.
Available-for-Sale
Investment Securities
— When available, the Company uses quoted market prices to determine the fair value of available-for-sale investment securities; such items are classified as Level 1. Level 1 available-for-sale investment securities mainly include U.S. Treasury securities. The fair values of other available-for-sale investment securities are generally determined by independent external pricing service providers who have experience in valuing these securities or by the average of quoted market prices obtained from independent external brokers. In obtaining such valuation information from third parties, the Company has reviewed the methodologies used to develop the resulting fair values. The available-for-sale investment securities valued using such methods are classified as Level 2.
Loans Held for Sale
— The Company’s loans held for sale are carried at the LOCOM. These loans are comprised of student loans. The fair value of loans held for sale is derived from current market prices and comparative current sales. As such, the Company records any fair value adjustments on a nonrecurring basis. Loans held for sale are classified as Level 2.
19
Non-PCI Impaired Loans
— The Company evaluates non-PCI impaired loans on a nonrecurring basis. The fair value of non-PCI impaired loans is measured using the market comparable technique. For CRE loans and C&I loans, the fair value is based on each loan’s observable market price or the fair value of the collateral less cost to sell, if the loan is collateral dependent. The fair value of collateral is based on third party appraisals or evaluations which are reviewed by the Company’s appraisal department. All appraisals include an “as is” market value without conditions as of the effective date of the appraisal. Updated appraisals and evaluations are generally obtained within the last
12 months
. For certain impaired loans, the Company utilizes the discounted cash flow approach and applies a discount rate derived from historical data. For impaired loans with an unpaid balance below a certain threshold, the Company applies historical loss rates to derive the fair value. The significant unobservable inputs used in the fair value measurement of non-PCI impaired loans are discount rates applied based on the liquidation cost of collateral and selling cost. On a quarterly basis, all nonperforming assets are reviewed to assess whether the current carrying value is supported by the collateral or cash flow and to ensure that the current carrying value is appropriate. Non-PCI impaired loans are classified as Level 3.
Loans Receivable, Net
— The fair value of loans is determined based on a discounted cash flow approach considered for an exit price value. The discount rate is derived from the associated yield curve plus spreads that reflect the rates in the market for loans with similar financial characteristics. No adjustments have been made for changes in credit within any of the loan portfolios. It is management’s opinion that the allowance for loan losses pertaining to performing and nonperforming loans results in a fair value valuation of credit for such loans. Due to the unobservable nature of the inputs used in deriving the estimated fair value, these instruments are classified as Level 3.
OREO
— The Company’s OREO represents properties acquired through foreclosure or through full or partial satisfaction of loans receivable, which are recorded at estimated fair value less the cost to sell at the time of foreclosure and at the lower of cost or estimated fair value less the cost to sell subsequent to acquisition. The fair values of OREO properties are based on third party appraisals, broker price opinions or accepted written offers. Please refer to the
Non-PCI Impaired Loans
section above for a detailed discussion on the Company’s policies and procedures related to appraisals and evaluations. On a monthly basis, the current fair market value of each OREO property is reviewed to ensure that the current carrying value is appropriate. The Company uses the market comparable valuation technique to measure the fair value of OREO properties. The significant unobservable input used is the selling cost. OREO properties are classified as Level 3.
Investment in
FHLB Stock and Federal Reserve Bank Stock
— The carrying amounts of the Company’s investments in FHLB Stock and Federal Reserve Bank Stock approximate fair value. The valuation of these investments is classified as Level 2. Ownership of these securities is restricted to member banks and the securities do not have a readily determinable fair value. Purchases and sales of these securities are at par value.
Accrued Interest Receivable
— The carrying amount approximates fair value due to the short-term nature of these instruments. Due to the observable nature of the inputs used in deriving the estimated fair value, these instruments are classified as Level 2.
Interest Rate Swaps and Options
— The Company enters into interest rate swap and option contracts with institutional counterparties to hedge against interest rate swap and option products offered to bank customers. These products allow borrowers to lock in attractive intermediate and long-term interest rates by entering into an interest rate swap or option contract with the Company, resulting in the customer obtaining a synthetic fixed rate loan. The Company also enters into interest rate swap contracts with institutional counterparties to hedge against certificates of deposit issued. This product allows the Company to lock in attractive floating rate funding. The fair value of interest rate swaps is determined using the market standard methodology of netting the discounted future fixed cash payments (or receipts) and the discounted expected variable cash receipts (or payments). The variable cash receipts (or payments) are based on the expectation of future interest rates (forward curves) derived from observed market interest rate curves. The fair value of interest rate options is determined using the market standard methodology of discounting the future expected cash receipts that would occur if variable interest rates fell below (rise above) the strike rate of the floors (caps). The variable interest rates used in the calculation of projected receipts on the floor (cap) are based on an expectation of future interest rates derived from observable market interest rate curves and volatilities. In addition, to comply with the provisions of ASC 820, the Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements of its derivatives. The credit valuation adjustments associated with the Company’s derivatives utilize Level 3 inputs, model-derived credit spreads. As of
March 31, 2016
, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of these interest rate contracts’ positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivative portfolios. As a result, the Company classifies these derivative valuations in Level 2 of the fair value hierarchy due to the observable nature of the significant inputs utilized.
20
Foreign Exchange Contracts
— The Company enters into short-term foreign exchange contracts to purchase/sell foreign currencies at set rates in the future. These contracts economically hedge against foreign exchange rate fluctuations. The Company also enters into contracts with institutional counterparties to hedge against foreign exchange products offered to bank customers. These products allow customers to hedge the foreign exchange risk of their deposits and loans denominated in foreign currencies. The Company assumes minimal foreign exchange rate risk as the contract with the customer and the institutional party mirror each other. The fair value is determined at each reporting period based on changes in the foreign exchange rate. These are over the counter contracts where quoted market prices are not readily available. Valuation is measured using conventional valuation methodologies with observable market data. Valuation depends on the type of derivative and the nature of the underlying rate and contractual terms including period of maturity, price and index upon which the derivative’s value is based. Key inputs include foreign exchange rates (spot and/or forward rates), volatility of currencies, and the correlation of such inputs. The counterparties’ credit risks are considered nominal and resulted in no adjustments to the valuation of the foreign exchange contracts. Due to the observable nature of the inputs used in deriving the fair value of these contracts, the valuation of foreign contracts is classified as Level 2.
Customer Deposits
— The fair value of deposits with no stated maturity, such as demand deposits, interest checking, savings, and money market deposits, approximates the carrying amount as the amounts are payable on demand at the measurement date. Due to the observable nature of the inputs used in deriving the estimated fair value, these instruments are classified as Level 2. For time deposits, the fair value is based on the discounted value of contractual cash flows using current market rates for instruments with similar maturities. Due to the observable nature of the inputs used in deriving the estimated fair value, time deposits are classified as Level 2.
FHLB Advances
— The fair value of FHLB advances is estimated based on the discounted value of contractual cash flows, using rates currently offered by the FHLB of San Francisco for advances with similar remaining maturities at each reporting date. Due to the observable nature of the inputs used in deriving the estimated fair value, these instruments are classified as Level 2.
Repurchase Agreements
— The fair value of the repurchase agreements is calculated by discounting future cash flows based on expected maturities or repricing dates, utilizing estimated market discount rates and taking into consideration the call features of each instrument. Due to the observable nature of the inputs used in deriving the estimated fair value, these instruments are classified as Level 2.
Accrued Interest Payable
— The carrying amount approximates fair value due to the short-term nature of these instruments. Due to the observable nature of the inputs used in deriving the estimated fair value, these instruments are classified as Level 2.
Long-Term Debt
— The fair value of long-term debt is estimated by discounting the cash flows through maturity based on current market rates the Company would pay for new issuances. Due to the observable nature of the inputs used in deriving the estimated fair value, long-term debt is classified as Level 2.
Foreign currency forward contracts
— The Company enters into foreign currency forward contracts to hedge its net investment in East West Bank (China) Limited, a non-U.S. Dollar (“USD”) functional currency subsidiary in China. The fair value of foreign currency forward contracts is valued by comparing the contracted foreign exchange rate to the current market exchange rate. Inputs include spot rates, forward rates, and the interest rate curve of the domestic and foreign currency. Interest rate forward curves are used to determine which forward rate pertains to a specific maturity. Due to the observable nature of the inputs used in deriving the estimated fair value, these instruments are classified as Level 2.
RPAs
— The Company enters into RPAs, under which the Company assumes its pro-rata share of the credit exposure associated with the borrower’s performance related to interest rate derivative contracts. The fair value of RPAs is calculated by determining the total expected liability exposure of the derivatives to the borrowers and applying the borrowers’ credit spread to that exposure. Total expected exposure incorporates both the current and potential future exposure of the derivatives, derived from using observable inputs, such as yield curves and volatilities. The credit spreads of the borrowers used in the calculation are estimated by the Company based on current market conditions, including consideration of current borrowing spreads for similar customers and transactions, review of existing collateralization or other credit enhancements, and changes in credit sector and entity-specific credit information. The Company has determined that the majority of the inputs used to value RPAs fall within Level 2 of the fair value hierarchy.
21
The fair value estimates presented herein are based on pertinent information available to management as of each reporting date. Although the Company is not aware of any factors that would significantly affect the estimated fair value amounts, such amounts have not been comprehensively revalued for purposes of these financial statements since that date, and therefore, current estimates of fair value may differ significantly from the amounts presented herein.
NOTE 4
—
SECURITIES PURCHASED UNDER RESALE AGREEMENTS AND SOLD UNDER REPURCHASE AGREEMENTS
Resale Agreements
Resale agreements are recorded at the balances at which the securities were acquired. The market values of the underlying securities collateralizing the related receivable of the resale agreements, including accrued interest, are monitored. Additional collateral may be requested by the Company from the counterparty when deemed appropriate. Gross resale agreements were
$2.05 billion
as of both
March 31, 2016
and
December 31, 2015
. The weighted average interest rates were
1.70%
and
1.61%
as of
March 31, 2016
and
December 31, 2015
, respectively.
Repurchase Agreements
Long-term repurchase agreements are accounted for as collateralized financing transactions and recorded at the balances at which the securities were sold. The collateral for these agreements are primarily comprised of U.S. government agency and U.S. government sponsored enterprise debt and mortgage-backed securities. The Company may have to provide additional collateral for the repurchase agreements, as necessary. Gross repurchase agreements were
$450.0 million
as of
March 31, 2016
and
December 31, 2015
, respectively. The weighted average interest rates were
2.87%
and
2.60%
as of
March 31, 2016
and
December 31, 2015
, respectively.
Balance Sheet Offsetting
The Company’s resale and repurchase agreements are transacted under legally enforceable master repurchase agreements that provide the Company, in the event of default by the counterparty, the right to liquidate securities held and to offset receivables and payables with the same counterparty. The Company nets resale and repurchase transactions with the same counterparty on the Consolidated Balance Sheets when it has a legally enforceable master netting agreement and the transactions are eligible for netting under ASC 210-20-45. Collateral accepted includes securities that are not recognized on the Consolidated Balance Sheets. Collateral pledged consists of securities that are not netted on the Consolidated Balance Sheets against the related collateralized liability. Collateral accepted or pledged in resale and repurchase agreements with other financial institutions may also be sold or re-pledged by the secured party, but is usually delivered to and held by the third party trustees. The collateral amounts received/posted are limited for presentation purposes to the related recognized asset/liability balance for each counterparty, and accordingly, do not include excess collateral received/pledged.
22
The following tables present resale and repurchase agreements included on the Consolidated Balance Sheets as of
March 31, 2016
and
December 31, 2015
:
($ in thousands)
As of March 31, 2016
Gross Amounts
of Recognized
Assets
Gross Amounts
Offset on the
Consolidated
Balance Sheets
Net Amounts of
Assets Presented
on the
Consolidated
Balance Sheets
Gross Amounts Not Offset on the
Consolidated Balance Sheets
Assets
Financial
Instruments
Collateral
Received
Net Amount
Resale agreements
$
2,050,000
$
(250,000
)
$
1,800,000
$
—
$
(1,797,373
)
(1)
$
2,627
Gross Amounts
of Recognized
Liabilities
Gross Amounts
Offset on the
Consolidated
Balance Sheets
Net Amounts of
Liabilities
Presented
on the
Consolidated
Balance Sheets
Gross Amounts Not Offset on the
Consolidated Balance Sheets
Liabilities
Financial
Instruments
Collateral
Posted
Net Amount
Repurchase agreements
$
450,000
$
(250,000
)
$
200,000
$
—
$
(200,000
)
(2)
$
—
($ in thousands)
As of December 31, 2015
Gross Amounts
of Recognized
Assets
Gross Amounts
Offset on the
Consolidated
Balance Sheets
Net Amounts of
Assets Presented
on the
Consolidated
Balance Sheets
Gross Amounts Not Offset on the
Consolidated Balance Sheets
Assets
Financial
Instruments
Collateral
Received
Net Amount
Resale agreements
$
2,050,000
$
(450,000
)
$
1,600,000
$
—
$
(1,593,503
)
(1)
$
6,497
Gross Amounts
of Recognized
Liabilities
Gross Amounts
Offset on the
Consolidated
Balance Sheets
Net Amounts of
Liabilities
Presented
on the
Consolidated
Balance Sheets
Gross Amounts Not Offset on the
Consolidated Balance Sheets
Liabilities
Financial
Instruments
Collateral
Posted
Net Amount
Repurchase agreements
$
450,000
$
(450,000
)
$
—
$
—
$
—
(2)
$
—
(1)
Represents the fair value of securities the Company has received under resale agreements, limited for table presentation purposes to the amount of the recognized asset due from each counterparty.
(2)
Represents the fair value of securities the Company has pledged under repurchase agreements, limited for table presentation purposes to the amount of the recognized liability owed to each counterparty.
In addition to the amounts included in the table above, the Company also has balance sheet netting related to derivatives, refer to
Note 6
—
Derivatives
to the Consolidated Financial Statements for additional information.
23
NOTE 5
—
INVESTMENT SECURITIES
The following table presents the amortized cost, gross unrealized gains and losses and fair value by major categories of available-for-sale investment securities, which are carried at fair value, and a held-to-maturity investment security, which is carried at amortized cost:
($ in thousands)
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair
Value
As of March 31, 2016
Available-for-sale investment securities:
U.S. Treasury securities
$
514,827
$
2,002
$
(74
)
$
516,755
U.S. government agency and U.S. government sponsored enterprise debt securities
787,846
1,671
(582
)
788,935
U.S. government agency and U.S. government sponsored enterprise mortgage-backed securities:
Commercial mortgage-backed securities
325,071
3,132
(1,216
)
326,987
Residential mortgage-backed securities
927,989
9,421
(2,311
)
935,099
Municipal securities
156,327
3,254
(155
)
159,426
Non-agency residential mortgage-backed securities:
Investment grade
(1)
58,960
1,015
(76
)
59,899
Corporate debt securities:
Investment grade
(1)
368,206
212
(2,513
)
365,905
Non-investment grade
(1)
10,191
—
(2,267
)
7,924
Other securities
44,136
499
(327
)
44,308
Total available-for-sale investment securities
3,193,553
21,206
(9,521
)
3,205,238
Held-to-maturity investment security:
Non-agency commercial mortgage-backed security
160,135
—
—
160,135
Total investment securities
$
3,353,688
$
21,206
$
(9,521
)
$
3,365,373
As of December 31, 2015
Available-for-sale investment securities:
U.S. Treasury securities
$
1,002,874
$
33
$
(4,392
)
$
998,515
U.S. government agency and U.S. government sponsored enterprise debt securities
771,288
555
(2,994
)
768,849
U.S. government agency and U.S. government sponsored enterprise mortgage-backed securities:
Commercial mortgage-backed securities
354,418
268
(3,024
)
351,662
Residential mortgage-backed securities
996,255
7,542
(6,401
)
997,396
Municipal securities
173,785
2,657
(793
)
175,649
Non-agency residential mortgage-backed securities:
Investment grade
(1)
62,133
433
(173
)
62,393
Corporate debt securities:
Investment grade
(1)
366,921
132
(2,340
)
364,713
Non-investment grade
(1)
11,491
—
(1,849
)
9,642
Other securities
44,664
124
(381
)
44,407
Total available-for-sale investment securities
$
3,783,829
$
11,744
$
(22,347
)
$
3,773,226
(1)
Available-for-sale investment securities rated BBB- or higher by S&P or Baa3 or higher by Moody’s are considered investment grade. Conversely, available-for-sale investment securities rated lower than BBB- by S&P or lower than Baa3 by Moody’s are considered non-investment grade. Classifications are based on the lower credit rating by S&P or Moody’s.
24
Unrealized Losses
The following table presents the Company’s investment portfolio’s gross unrealized losses and related fair values, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position:
($ in thousands)
Less Than 12 Months
12 Months or More
Total
Fair
Value
Gross Unrealized
Losses
Fair
Value
Gross Unrealized
Losses
Fair
Value
Gross Unrealized
Losses
As of March 31, 2016
Available-for-sale investment securities:
U.S. Treasury securities
$
60,855
$
(42
)
$
30,570
$
(32
)
$
91,425
$
(74
)
U.S. government agency and U.S. government sponsored enterprise debt securities
229,834
(571
)
9,189
(11
)
239,023
(582
)
U.S. government agency and U.S. government sponsored enterprise mortgage-backed securities:
Commercial mortgage-backed securities
103,881
(826
)
31,130
(390
)
135,011
(1,216
)
Residential mortgage-backed securities
255,839
(1,381
)
45,674
(930
)
301,513
(2,311
)
Municipal securities
5,917
(31
)
15,794
(124
)
21,711
(155
)
Non-agency residential mortgage-backed securities:
Investment grade
13,945
(57
)
6,167
(19
)
20,112
(76
)
Corporate debt securities:
Investment grade
248,730
(976
)
90,899
(1,537
)
339,629
(2,513
)
Non-investment grade
—
—
7,924
(2,267
)
7,924
(2,267
)
Other securities
7,203
(3
)
8,676
(324
)
15,879
(327
)
Total available-for-sale investment securities
$
926,204
$
(3,887
)
$
246,023
$
(5,634
)
$
1,172,227
$
(9,521
)
As of December 31, 2015
Available-for-sale investment securities:
U.S. Treasury securities
$
907,400
$
(4,250
)
$
20,282
$
(142
)
$
927,682
$
(4,392
)
U.S. government agency and U.S. government sponsored enterprise debt securities
541,385
(2,994
)
—
—
541,385
(2,994
)
U.S. government agency and U.S. government sponsored enterprise mortgage-backed securities:
Commercial mortgage-backed securities
252,340
(2,562
)
20,793
(462
)
273,133
(3,024
)
Residential mortgage-backed securities
535,842
(4,530
)
58,315
(1,871
)
594,157
(6,401
)
Municipal securities
48,495
(437
)
14,739
(356
)
63,234
(793
)
Non-agency residential mortgage-backed securities:
Investment grade
5,123
(1
)
6,242
(172
)
11,365
(173
)
Corporate debt securities:
Investment grade
218,944
(1,189
)
89,989
(1,151
)
308,933
(2,340
)
Non-investment grade
—
—
9,642
(1,849
)
9,642
(1,849
)
Other securities
17,990
(112
)
8,731
(269
)
26,721
(381
)
Total available-for-sale investment securities
$
2,527,519
$
(16,075
)
$
228,733
$
(6,272
)
$
2,756,252
$
(22,347
)
For each reporting period, the Company examines all individual securities that are in an unrealized loss position for OTTI. For discussion of the factors and criteria the Company uses in analyzing securities for OTTI, please see
Note 1
—
Summary of Significant Accounting Policies
t
o the Consolidated Financial Statements of the Company’s
2015
Form 10-K.
25
The unrealized losses on U.S. Treasury and agency securities were primarily attributed to yield curve movement. The unrealized losses on other investment securities, other than U.S. Treasury and agency securities, were primarily attributed to the widened liquidity spread and credit spread in addition to yield curve movement. The issuers of these securities have not, to the Company’s knowledge, established any cause for default on these securities. These securities have fluctuated in value since their purchase dates as market interest rates have fluctuated.
The Company believes the gross unrealized losses detailed in the tables above are temporary and are not due to reasons of credit quality. As a result, the Company expects to recover the entire amortized cost basis of these securities. Accordingly, no impairment loss has been recorded in the Company’s Consolidated Statements of Income for the three months ended March 31, 2016 and 2015.
During the
three months ended March 31,
2016, the Company obtained a non-agency mortgage-backed held-to-maturity investment security, which is measured at amortized cost, through a securitization of multifamily real estate loans. The Company has the intent and ability to hold the security to maturity. For detailed discussion, please refer to
Note 7
—
Loans Receivable And Allowance For Credit Losses
to the Consolidated Financial Statements.
OTTI
The following table presents a rollforward of the amounts related to the OTTI credit losses recognized in earnings for the
three months ended March 31,
2016 and 2015:
($ in thousands)
Three Months Ended March 31,
2016
2015
Beginning balance
$
—
$
112,338
Addition of OTTI previously not recognized
—
—
Additional increase to the amount related to the credit
loss for which an OTTI was previously recognized
—
—
Reduction for securities sold
—
(5,650
)
Ending balance
$
—
$
106,688
No OTTI credit losses were recognized for the
three months ended March 31, 2016
and
2015
. For the
three months ended March 31, 2015
, the Company realized a gain of
$960 thousand
from the sale of a non-investment grade corporate debt security with previously recognized OTTI credit losses of
$5.7 million
.
Realized Gains and Losses
The following table presents the proceeds, gross realized gains and losses related to the sales of available-for-sale investment securities for the
three months ended March 31,
2016 and 2015:
($ in thousands)
Three Months Ended March 31,
2016
2015
Proceeds from sales
$
652,753
$
180,501
Gross realized gains
$
3,967
$
4,404
Gross realized losses
$
125
$
—
Related tax expense
$
1,614
$
1,850
There were no sales of held-to-maturity investment securities for the three months ended March 31, 2016 and 2015.
26
Scheduled Maturities of Investment Securities
The following table presents the scheduled maturities of available-for-sale investment securities as of
March 31, 2016
:
($ in thousands)
Amortized
Cost
Estimated
Fair Value
Due within one year
$
821,310
$
819,156
Due after one year through five years
712,823
718,395
Due after five years through ten years
380,657
380,493
Due after ten years
1,278,763
1,287,194
Total available-for-sale investment securities
$
3,193,553
$
3,205,238
The following table presents the scheduled maturity of the held-to-maturity investment security as of
March 31, 2016
:
($ in thousands)
Amortized
Cost
Estimated
Fair Value
Due after ten years
$
160,135
$
160,135
Actual maturities of mortgage-backed securities can differ from contractual maturities because borrowers have the right to prepay obligations. In addition, such factors as prepayments and interest rates may affect the yields on the carrying values of mortgage-backed securities.
Available-for-sale investment securities with fair values of
$1.11 billion
and
$873.0 million
as of
March 31, 2016
and
December 31, 2015
, respectively, were pledged to secure public deposits, repurchase agreements, the Federal Reserve Bank’s discount window, and for other purposes required or permitted by law.
NOTE 6
—
DERIVATIVES
The Company uses derivatives to manage exposure to market risk, including interest rate risk and foreign currency risk and to assist customers with their risk management objectives. The Company’s goal is to manage interest rate sensitivity and volatility so that movements in interest rates are not significant to earnings or capital. The Company also uses foreign exchange contracts to manage the foreign exchange risk associated with certain foreign currency-denominated assets and liabilities, as well as the Company’s investment in East West Bank (China) Limited, a non-USD functional currency subsidiary in China. The Company recognizes all derivatives on the Consolidated Balance Sheets at fair value. While the Company designates certain derivatives as hedging instruments in a qualifying hedge accounting relationship, other derivatives consist of economic hedges. For additional information on the Company’s derivatives and hedging activities, please see
Note 1
—
Summary of Significant Accounting Policies
to the Consolidated Financial Statements of the Company’s
2015
Form 10-K.
27
The following table presents the total notional and fair values of the Company’s derivatives as of
March 31, 2016
and
December 31, 2015
:
($ in thousands)
March 31, 2016
December 31, 2015
Notional
Amount
Fair Value
Notional
Amount
Fair Value
Derivative
Assets
(1)
Derivative
Liabilities
(1)
Derivative
Assets
(1)
Derivative
Liabilities
(1)
Derivatives designated as hedging instruments:
Interest rate swaps on certificates of deposit
$
73,496
$
54
$
1,038
$
112,913
$
—
$
5,213
Foreign currency forward contracts
85,451
—
430
86,590
2,365
—
Total derivatives designated as hedging instruments
$
158,947
$
54
$
1,468
$
199,503
$
2,365
$
5,213
Derivatives not designated as hedging instruments:
Interest rate swaps and options
$
6,685,066
$
129,599
$
130,420
$
6,494,900
$
67,215
$
67,325
Foreign exchange contracts
724,894
8,817
6,196
652,993
10,254
9,350
RPAs
42,096
—
11
43,033
—
4
Total derivatives not designated as hedging instruments
$
7,452,056
$
138,416
$
136,627
$
7,190,926
$
77,469
$
76,679
(1)
Derivative assets are included in
Other assets
in the Consolidated Balance Sheets. Derivative liabilities are included in
Accrued expenses and other liabilities
and
Interest-bearing deposits
in the Consolidated Balance Sheets.
Derivatives Designated as Hedging Instruments
Interest Rate Swaps on Certificates of Deposit
— The Company is exposed to changes in the fair value of certain fixed rate certificates of deposit due to changes in the benchmark interest rate, London Interbank Offering Rate. Interest rate swaps designated as fair value hedges involve the receipt of fixed rate amounts from a counterparty in exchange for the Company making variable-rate payments over the life of the agreements without the exchange of the underlying notional amount.
The total notional amounts of the interest rate swaps on certificates of deposit were
$73.5 million
and
$112.9 million
, as of
March 31, 2016
and
December 31, 2015
, respectively. The fair value liabilities of the interest rate swaps were
$1.0 million
and
$5.2 million
as of
March 31, 2016
and
December 31, 2015
, respectively. This decrease was primarily due to
$39.4 million
notional amounts of interest rate swaps on certificates of deposit that were called during the
three months ended March 31, 2016
.
The following table presents the net gains (losses) recognized in the Consolidated Statements of Income related to derivatives designated as fair value hedges for the three months ended
March 31, 2016
and
2015
:
($ in thousands)
Three Months Ended March 31,
2016
2015
Gains (losses) recorded in interest expense:
Recognized on interest rate swaps
$
4,229
$
3,048
Recognized on certificates of deposit
(3,356
)
(2,695
)
Net amount recognized on fair value hedges (ineffective portion)
$
873
$
353
Net Investment Hedges
— Consistent with ASC 830-20,
Foreign Currency Matters — Foreign Currency Transactions
, ASC 815 allows hedging of the foreign currency risk of a net investment in a foreign operation. During the fourth quarter of 2015, the Company entered into foreign currency forward contracts to hedge its investment in East West Bank (China) Limited, a non-USD functional currency subsidiary in China. The hedging instruments designated as net investment hedges, involve hedging the risk of changes in the USD equivalent value of a designated monetary amount of the Company’s net investment in China, against the risk of adverse changes in the foreign currency exchange rate. The Company expects that the hedging instrument will be highly effective in offsetting the changes in the value of the hedged net investment attributable to the hedged risk. The Company recorded the changes in the carrying amount of its China subsidiary in the Foreign Currency Translation Adjustment account within AOCI. Simultaneously, the effective portion of the hedge of this exposure was also recorded in the Foreign Currency Translation Adjustment account and the ineffective portion, if any, was recorded in current earnings.
28
As of
March 31, 2016
, the notional amounts and fair values of the foreign currency forward contracts were
$85.5 million
and a
$430 thousand
liability, respectively. The following table presents the losses recorded in the
Foreign currency translation
account within AOCI related to the effective portion of the net investment hedges and ineffectiveness recorded in the Consolidated Statements of Income for the
three months ended March 31, 2016
and
2015
:
($ in thousands)
Three Months Ended March 31,
2016
2015
Losses recognized in AOCI on net investment hedges (effective portion)
$
1,485
$
—
Losses recognized in
Foreign exchange income
(ineffective portion)
$
880
$
—
Derivatives Not Designated as Hedging Instruments
Interest Rate Swaps and Options
— The Company enters into interest rate derivatives including interest rate swaps and options with its customers to allow them to hedge against the risk of rising interest rates on their variable rate loans. To economically hedge against the interest rate risks in the products offered to its customers, the Company enters into mirrored interest rate contracts with institutional counterparties. As of
March 31, 2016
, the total notional amounts of interest rate swaps and options, including mirrored transactions with institutional counterparties and the Company’s customers totaled
$3.34 billion
for derivatives that were in an asset valuation position and
$3.34 billion
for derivatives that were in a liability valuation position. As of
December 31, 2015
, the total notional amounts of interest rate swaps and options, including mirrored transactions with institutional counterparties and the Company’s customers totaled
$3.25 billion
for derivatives that were in an asset valuation position and
$3.25 billion
for derivatives that were in a liability valuation position. The fair values of interest rate swap and option contracts with institutional counterparties and the Company’s customers amounted to a
$129.6 million
asset and a
$130.4 million
liability as of
March 31, 2016
. The fair values of interest rate swap and option contracts with institutional counterparties and the Company’s customers amounted to a
$67.2 million
asset and a
$67.3 million
liability as of
December 31, 2015
.
Foreign Exchange Contracts
— The Company enters into foreign exchange contracts on a regular basis to economically hedge against foreign exchange rate fluctuations. A majority of these contracts have original maturities of one year or less. As of
March 31, 2016
and
December 31, 2015
, the notional amounts of short-term foreign exchange contracts were
$724.9 million
and
$653.0 million
, respectively. The fair values of the short-term foreign exchange contracts recorded were an
$8.8 million
asset and a
$6.2 million
liability as of
March 31, 2016
. The fair values of short-term foreign exchange contracts recorded were a
$10.3 million
asset and a
$9.4 million
liability as of
December 31, 2015
.
RPAs
— The Company has entered into RPAs under which the Company assumed its pro-rata share of the credit exposure associated with the borrower’s performance related to interest rate derivative contracts. The Company may or may not be a party to the interest rate derivative contract and enters into such RPAs in instances where the Company is a party to the related loan participation agreement with the borrower. The Company will make/receive payments under the RPAs if the borrower defaults on its obligation to perform under the interest rate derivative contract. The Company manages its credit risk on the RPAs by monitoring the credit worthiness of the borrowers, which is based on the normal credit review process. The notional amounts of the RPAs reflect the Company’s pro-rata share of the derivative instrument. As of
March 31, 2016
, the notional amounts and the fair values of RPAs purchased were approximately $
33.5 million
and an $
11 thousand
liability, respectively. As of
March 31, 2016
, the notional amount of the RPA sold was approximately $
8.6 million
and the fair value of the derivative asset was insignificant. As of
December 31, 2015
, the notional amounts and the fair values of RPAs purchased were approximately
$33.7 million
and a
$4 thousand
liability, respectively. As of
December 31, 2015
, the notional amount of the RPAs sold was approximately
$9.3 million
and the fair value of the derivative asset was insignificant. Assuming all underlying borrowers referenced in the interest rate derivative contracts defaulted as of
March 31, 2016
and
December 31, 2015
, the exposures from the RPAs purchased would be
$573 thousand
and
$257 thousand
, respectively. As of
March 31, 2016
and
December 31, 2015
, the weighted average remaining maturities of the outstanding RPAs were
3.0 years
and
3.2 years
, respectively.
29
Foreign Exchange Options
— During 2010, the Company entered into foreign exchange option contracts with major brokerage firms to economically hedge against foreign exchange fluctuations in certain certificates of deposit available to its customers. These certificates of deposit have a term of
five
years and pay interest based on the performance of the Chinese Renminbi relative to the USD. Under ASC 815, a certificate of deposit that pays interest based on changes in foreign exchange rates is a hybrid instrument with an embedded derivative that must be accounted for separately from the host contract (i.e., the certificate of deposit). In accordance with ASC 815, both the embedded derivative instruments and the freestanding foreign exchange option contracts are recorded at fair value. As of
March 31, 2015
, the notional amounts of the foreign exchange options and embedded derivative liabilities were
$50.0 million
and
$47.8 million
, respectively. The fair values of the foreign exchange options and the embedded derivative liabilities amounted to a
$3.7 million
asset and a
$3.4 million
liability, respectively, as of
March 31, 2015
. These instruments expired in the second quarter of
2015
.
The following table presents the net gains (losses) recognized on the Company’s Consolidated Statements of Income related to derivatives not designated as hedging instruments for the
three months ended March 31, 2016
and
2015
:
($ in thousands)
Location in
Consolidated
Statements of Income
Three Months Ended March 31,
2016
2015
Derivatives not designated as hedging instruments:
Interest rate swaps and options
Other fees and operating income
$
(711
)
$
(594
)
Foreign exchange contracts
Foreign exchange income
2,828
1,308
RPA
Other fees and operating income
(11
)
—
Foreign exchange options
Foreign exchange income
—
199
Embedded derivative liabilities
Other operating expense
—
(141
)
Total net income
$
2,106
$
772
Credit-Risk-Related Contingent Features
—
Certain over-the-counter derivative contracts of the Company contain early termination provisions that may require the Company to settle any outstanding balances upon the occurrence of a specified credit-risk-related event. These events, which are defined by the existing derivative contracts, primarily relate to downgrades in the event that the credit rating of East West Bank falls below investment grade. In the event that East West Bank’s credit rating is downgraded to below investment grade, no additional collateral would be required to be posted since the liabilities related to such contracts were fully collateralized as of
March 31, 2016
and
December 31, 2015
.
30
Offsetting of Derivatives
The Company has entered into agreements with counterparty financial institutions, which include master netting agreements. However, the Company has elected to account for all derivatives with counterparty institutions on a gross basis. The following tables present gross derivatives on the Consolidated Balance Sheets and the respective collateral received or pledged in the form of other financial instruments, which are generally marketable securities and/or cash. The collateral amounts in these tables are limited to the outstanding balances of the related asset or liability (after netting is applied); thus instances of overcollateralization are not shown:
($ in thousands)
As of March 31, 2016
Gross Amounts
of Recognized
Assets
Gross Amounts
Offset on the
Consolidated
Balance Sheets
Net Amounts of
Assets Presented
on the
Consolidated
Balance Sheets
Gross Amounts Not Offset on the
Consolidated Balance Sheets
Assets
Financial
Instruments
Collateral
Received
Net Amount
Derivatives
$
6,470
$
—
$
6,470
$
(5,094
)
(1)
$
(1,093
)
(2)
$
283
Gross Amounts
of Recognized
Liabilities
Gross Amounts
Offset on the
Consolidated
Balance Sheets
Net Amounts of
Liabilities
Presented on the
Consolidated
Balance Sheets
Gross Amounts Not Offset on the
Consolidated Balance Sheets
Liabilities
Financial
Instruments
Collateral
Posted
Net Amount
Derivatives
$
135,938
$
—
$
135,938
$
(5,094
)
(1)
$
(130,255
)
(3)
$
589
($ in thousands)
As of December 31, 2015
Gross Amounts
of Recognized
Assets
Gross Amounts
Offset on the
Consolidated
Balance Sheets
Net Amounts of
Assets Presented
on the
Consolidated
Balance Sheets
Gross Amounts Not Offset on the
Consolidated Balance Sheets
Assets
Financial
Instruments
Collateral
Received
Net Amount
Derivatives
$
8,733
$
—
$
8,733
$
(5,293
)
(1)
$
(3,068
)
(2)
$
372
Gross Amounts
of Recognized
Liabilities
Gross Amounts
Offset on the
Consolidated
Balance Sheets
Net Amounts of
Liabilities
Presented on the
Consolidated
Balance Sheets
Gross Amounts Not Offset on the
Consolidated Balance Sheets
Liabilities
Financial
Instruments
Collateral
Posted
Net Amount
Derivatives
$
78,779
$
—
$
78,779
$
(5,293
)
(1)
$
(73,109
)
(3)
$
377
(1)
Represents the netting of derivative receivable and payable balances for the same counterparty under enforceable master netting arrangements if the Company has elected to net.
(2)
Represents
$1.1 million
and
$3.1 million
of cash collateral received against derivative assets with the same counterparty that are subject to enforceable master netting arrangements as of
March 31, 2016
and
December 31, 2015
, respectively.
(3)
Represents cash and securities pledged against derivative liabilities with the same counterparty that are subject to enforceable master netting arrangements. Includes approximately
$39.6 million
and
$21.1 million
of cash collateral posted as of
March 31, 2016
and
December 31, 2015
, respectively.
In addition to the amounts included in the table above, the Company also has balance sheet netting related to resale and repurchase agreements, please refer to
Note 4
—
Securities Purchased Under Resale Agreements And Sold Under Repurchase Agreements
to the Consolidated Financial Statements. Please refer to
Note 3
—
Fair Value Measurement And Fair Value Of Financial Instruments
to the Consolidated Financial Statements for fair value measurement disclosures on derivatives.
31
NOTE 7
—
LOANS RECEIVABLE AND ALLOWANCE FOR CREDIT LOSSES
The Company’s held-for-investment loan portfolio includes originated and purchased loans. Originated and purchased loans with no evidence of credit deterioration at their acquisition date are referred to collectively as non-PCI loans. Purchased credit impaired (“PCI”) loans are purchased loans with evidence of credit deterioration at origination and it is probable at the acquisition date that the Company would be unable to collect all contractually required payments. PCI loans are accounted for under ASC Subtopic 310-30,
Loans and Debt Securities Acquired with Deteriorated Credit Quality
. The Company has elected to account for PCI loans on a pool level basis in accordance with ASC 310-30 at the time of acquisition.
The following table presents the composition of the Company’s non-PCI and PCI loans as of
March 31, 2016
and
December 31, 2015
:
($ in thousands)
March 31, 2016
December 31, 2015
Non-PCI Loans
PCI Loans
(1)
Total
(1)
Non-PCI Loans
PCI Loans
(1)
Total
(1)
CRE:
Income producing
$
7,317,991
$
498,451
$
7,816,442
$
6,937,199
$
541,275
$
7,478,474
Construction
465,763
1,340
467,103
436,776
1,895
438,671
Land
165,071
2,862
167,933
187,409
6,195
193,604
Total CRE
7,948,825
502,653
8,451,478
7,561,384
549,365
8,110,749
C&I:
Commercial business
8,001,280
52,255
8,053,535
8,155,991
57,906
8,213,897
Trade finance
763,495
1,213
764,708
787,800
1,310
789,110
Total C&I
8,764,775
53,468
8,818,243
8,943,791
59,216
9,003,007
Residential:
Single-family
2,927,219
176,172
3,103,391
2,877,286
189,633
3,066,919
Multifamily
1,236,722
111,285
1,348,007
1,374,718
148,277
1,522,995
Total residential
4,163,941
287,457
4,451,398
4,252,004
337,910
4,589,914
Consumer
2,023,521
23,263
2,046,784
1,931,828
24,263
1,956,091
Total loans
$
22,901,062
$
866,841
$
23,767,903
$
22,689,007
$
970,754
$
23,659,761
Unearned fees, premiums, and discounts, net
(13,539
)
—
(13,539
)
(16,013
)
—
(16,013
)
Allowance for loan losses
(259,910
)
(328
)
(260,238
)
(264,600
)
(359
)
(264,959
)
Loans, net
$
22,627,613
$
866,513
$
23,494,126
$
22,408,394
$
970,395
$
23,378,789
(1)
Loans net of ASC 310-30 discount.
The Company’s CRE segment provides financing for income producing properties, construction properties and land. Commercial business and trade finance in the C&I segment provide financing to small and middle market businesses in a wide spectrum of industries. This includes loans for working capital, accounts receivable and inventory lines of credit, Small Business Administration loans, lease financing and financing to international trade companies with trade financial services and products, including letters of credit, revolving lines of credit, import loans, bankers’ acceptances, working capital lines of credit, domestic purchase financing and pre-export financing.
The Company’s adjustable rate mortgage (“ARM”) single-family residential loans are comprised primarily of first mortgage loans secured by
one
-to-
four
unit residential properties. The Company’s ARM single-family residential loan programs generally have a
one
-year,
three
-year or
five
-year initial fixed period. The Company’s multifamily residential loans are comprised primarily of variable rate loans that have a
six
-month or
three
-year initial fixed period. As of
March 31, 2016
and
December 31, 2015
, consumer loans were comprised primarily of home equity lines of credit.
All loans originated are subject to the Company’s underwriting guidelines and loan origination standards. Management believes that the Company’s underwriting criteria and procedures adequately consider the unique risks which may come from these products. The Company conducts a variety of quality control procedures and periodic audits, including review of criteria for lending and legal requirements, to ensure it is in compliance with its origination standards.
32
As of
March 31, 2016
and
December 31, 2015
, loans totaling
$16.37 billion
and
$15.91 billion
, respectively, were pledged to secure borrowings and to provide additional borrowing capacity from the FHLB and the Federal Reserve Bank.
Credit Quality Indicators
All loans are subject to the Company’s internal and external credit review and monitoring. Loans are risk rated based on an analysis of the current state of the borrower’s credit quality. The analysis of credit quality includes a review of all repayment sources, the borrower’s current payment performance/delinquency, current financial and liquidity status and all other relevant information. For single-family residential loans, payment performance/delinquency is the driving indicator for the risk ratings. Risk ratings are the overall credit quality indicator for the Company and the credit quality indicator utilized for estimating the appropriate allowance for loan losses. The Company utilizes a risk rating system, which can be classified within the following categories: Pass, Watch, Special Mention, Substandard, Doubtful and Loss. The risk ratings reflect the relative strength of the repayment sources.
Pass and Watch loans are generally considered to have sufficient sources of repayment in order to repay the loan in full in accordance with all terms and conditions. These borrowers may have some credit risks that require monitoring, but full repayments are expected. Special Mention loans are considered to have potential weaknesses that warrant closer attention by management. Special Mention is considered a transitory grade. If potential weaknesses are resolved, the loan is upgraded to a Pass or Watch grade. If negative trends in the borrower’s financial status or other information indicates that the repayment sources may become inadequate, the loan is downgraded to a Substandard grade. Substandard loans are considered to have well-defined weaknesses that jeopardize the full and timely repayment of the loan. Substandard loans have a distinct possibility of loss, if the deficiencies are not corrected. Additionally, when management has assessed a potential for loss but a distinct possibility of loss is not recognizable, the loan is still classified as Substandard. Doubtful loans have insufficient sources of repayment and a high probability of loss. Loss loans are considered to be uncollectible and of such little value that they are no longer considered bankable assets. These internal risk ratings are reviewed routinely and adjusted based on changes in the borrowers’ financial status and collectability.
33
The following tables present the credit risk rating for non-PCI loans by portfolio segment as of
March 31, 2016
and
December 31, 2015
:
($ in thousands)
Pass/Watch
Special
Mention
Substandard
Doubtful
Total Non-PCI Loans
March 31, 2016
CRE:
Income producing
$
7,061,501
$
39,236
$
217,254
$
—
$
7,317,991
Construction
462,989
2,339
435
—
465,763
Land
150,149
—
14,922
—
165,071
C&I:
Commercial business
7,579,392
198,560
199,521
23,807
8,001,280
Trade finance
730,867
9,907
22,721
—
763,495
Residential:
Single-family
2,891,346
7,728
28,145
—
2,927,219
Multifamily
1,185,914
1,925
48,883
—
1,236,722
Consumer
2,015,809
2,650
5,062
—
2,023,521
Total
$
22,077,967
$
262,345
$
536,943
$
23,807
$
22,901,062
($ in thousands)
Pass/Watch
Special
Mention
Substandard
Doubtful
Total Non-PCI Loans
December 31, 2015
CRE:
Income producing
$
6,672,951
$
59,309
$
204,939
$
—
$
6,937,199
Construction
435,112
1,194
470
—
436,776
Land
172,189
—
15,220
—
187,409
C&I:
Commercial business
7,794,735
201,280
135,449
24,527
8,155,991
Trade finance
750,144
13,812
23,844
—
787,800
Residential:
Single-family
2,841,722
8,134
27,430
—
2,877,286
Multifamily
1,317,550
2,918
54,250
—
1,374,718
Consumer
1,926,418
883
4,527
—
1,931,828
Total
$
21,910,821
$
287,530
$
466,129
$
24,527
$
22,689,007
34
The following tables present the credit risk rating for PCI loans by portfolio segment as of
March 31, 2016
and
December 31, 2015
:
($ in thousands)
Pass/Watch
Special
Mention
Substandard
Doubtful
Total PCI Loans
March 31, 2016
CRE:
Income producing
$
402,651
$
13,013
$
82,787
$
—
$
498,451
Construction
—
—
1,340
—
1,340
Land
2,272
—
590
—
2,862
C&I:
Commercial business
46,426
1,185
4,644
—
52,255
Trade finance
1,213
—
—
—
1,213
Residential:
Single-family
170,788
1,013
4,371
—
176,172
Multifamily
97,447
—
13,838
—
111,285
Consumer
21,880
452
931
—
23,263
Total
(1)
$
742,677
$
15,663
$
108,501
$
—
$
866,841
($ in thousands)
Pass/Watch
Special
Mention
Substandard
Doubtful
Total PCI Loans
December 31, 2015
CRE:
Income producing
$
440,100
$
4,987
$
96,188
$
—
$
541,275
Construction
—
—
1,895
—
1,895
Land
4,285
—
1,910
—
6,195
C&I:
Commercial business
52,212
819
4,875
—
57,906
Trade finance
1,310
—
—
—
1,310
Residential:
Single-family
184,092
1,293
4,248
—
189,633
Multifamily
130,770
—
17,507
—
148,277
Consumer
23,121
452
690
—
24,263
Total
(1)
$
835,890
$
7,551
$
127,313
$
—
$
970,754
(1)
Loans net of ASC 310-30 discount.
35
Nonaccrual and Past Due Loans
Non-PCI loans that are
90
or more days past due are generally placed on nonaccrual status. Additionally, non-PCI loans that are not 90 or more days past due but have identified deficiencies are also placed on nonaccrual status. The following tables present the aging analysis on non-PCI loans as of
March 31, 2016
and
December 31, 2015
:
($ in thousands)
Accruing
Loans
30-59 Days
Past Due
Accruing
Loans
60-89 Days
Past Due
Total
Accruing
Past Due
Loans
Nonaccrual
Loans Less
Than 90
Days
Past Due
Nonaccrual
Loans
90 or More
Days
Past Due
Total
Nonaccrual
Loans
Current
Accruing
Loans
Total Non-PCI Loans
March 31, 2016
CRE:
Income producing
$
8,580
$
5,853
$
14,433
$
12,939
$
39,927
$
52,866
$
7,250,692
$
7,317,991
Construction
—
—
—
—
—
—
465,763
465,763
Land
1,849
121
1,970
6,182
—
6,182
156,919
165,071
C&I:
Commercial business
5,687
3,531
9,218
56,380
7,984
64,364
7,927,698
8,001,280
Trade finance
—
—
—
8,375
—
8,375
755,120
763,495
Residential:
Single-family
5,117
2,683
7,800
2,521
8,850
11,371
2,908,048
2,927,219
Multifamily
6,164
1,097
7,261
5,641
9,149
14,790
1,214,671
1,236,722
Consumer
1,522
619
2,141
3,504
1,174
4,678
2,016,702
2,023,521
Total
$
28,919
$
13,904
$
42,823
$
95,542
$
67,084
$
162,626
$
22,695,613
$
22,901,062
($ in thousands)
Accruing
Loans
30-59 Days
Past Due
Accruing
Loans
60-89 Days
Past Due
Total
Accruing
Past Due
Loans
Nonaccrual
Loans Less
Than 90
Days
Past Due
Nonaccrual
Loans
90 or More
Days
Past Due
Total
Nonaccrual
Loans
Current
Accruing
Loans
Total Non-PCI Loans
December 31, 2015
CRE:
Income producing
$
3,465
$
25,256
$
28,721
$
11,359
$
17,870
$
29,229
$
6,879,249
$
6,937,199
Construction
—
—
—
14
—
14
436,762
436,776
Land
1,124
—
1,124
277
406
683
185,602
187,409
C&I:
Commercial business
1,992
1,185
3,177
50,726
14,009
64,735
8,088,079
8,155,991
Trade finance
—
—
—
—
—
—
787,800
787,800
Residential:
Single-family
7,657
2,927
10,584
92
8,634
8,726
2,857,976
2,877,286
Multifamily
6,320
981
7,301
6,486
9,758
16,244
1,351,173
1,374,718
Consumer
2,078
209
2,287
233
1,505
1,738
1,927,803
1,931,828
Total
$
22,636
$
30,558
$
53,194
$
69,187
$
52,182
$
121,369
$
22,514,444
$
22,689,007
For information on the policy for recording payments received and resuming accrual of interest on non-PCI loans that are placed on nonaccrual status, please see
Note 1
—
Summary of Significant Accounting Policies
to the Consolidated Financial Statements of the Company’s
2015
Form 10-K.
PCI loans are excluded from the above aging analysis tables as the Company has elected to account for these loans on a pool level basis in accordance with ASC 310-30 at the time of acquisition. Please refer to the discussion on PCI loans within this note for additional details on interest income recognition. As of
March 31, 2016
and
December 31, 2015
, PCI loans on nonaccrual status totaled
$34.3 million
and
$37.7 million
, respectively.
36
Loans in Process of Foreclosure
As of
March 31, 2016
and
December 31, 2015
, the Company had
$15.2 million
and
$18.0 million
, respectively, of recorded investment in consumer mortgage loans secured by residential real estate properties, for which formal foreclosure proceedings were in process according to local requirements of the applicable jurisdictions, which were not included in OREO. Foreclosed residential real estate properties with a carrying amount of
$628 thousand
were included in total net OREO of
$6.1 million
as of
March 31, 2016
. In comparison, foreclosed residential real estate properties with a carrying amount of
$912 thousand
were included in total net OREO of
$7.0 million
as of
December 31, 2015
.
Troubled Debt Restructurings (“TDRs”)
Potential TDRs are individually evaluated and the type of restructuring is selected based on the loan type and the circumstances of the borrower’s financial difficulty in order to maximize the Company’s recovery. A TDR is a modification of the terms of a loan when the Company, for economic or legal reasons related to the borrower’s financial difficulties, grants a concession to the borrower, it would not otherwise consider.
The following tables present the additions to non-PCI TDRs for the
three months ended March 31, 2016
and
2015
:
($ in thousands)
Loans Modified as TDRs During the Three Months Ended March 31, 2016
Number
of
Loans
Pre-Modification
Outstanding
Recorded
Investment
Post-Modification
Outstanding
Recorded
Investment
(1)
Financial
Impact
(2)
CRE:
Income producing
2
$
13,775
$
13,753
$
—
C&I:
Commercial business
4
$
21,614
$
18,632
$
97
Trade finance
2
$
7,901
$
8,083
$
—
Residential:
Single-family
1
$
276
$
273
$
—
Consumer:
1
$
344
$
343
$
1
Loans Modified as TDRs During the Three Months Ended March 31, 2015
($ in thousands)
Number
of
Loans
Pre-Modification
Outstanding
Recorded
Investment
Post-Modification
Outstanding
Recorded
Investment
(1)
Financial
Impact
(2)
CRE:
Income producing
1
$
828
$
833
$
—
C&I:
Commercial business
1
$
167
$
164
$
32
Residential:
Single-family
1
$
281
$
281
$
2
(1)
Includes subsequent payments after modification and reflects the balance as of
March 31, 2016
and
2015
.
(2)
The financial impact includes charge-offs and specific reserves recorded at the modification date.
The following tables summarize the non-PCI TDR modifications for the
three months ended March 31, 2016
and
2015
by modification type:
($ in thousands)
Modification Type
Principal
(1)
Principal and Interest
(2)
Interest Rate Reduction
Other
Total
March 31, 2016
CRE
$
13,725
$
—
$
—
$
28
$
13,753
C&I
19,166
—
3,615
3,934
26,715
Residential
273
—
—
—
273
Consumer
343
—
—
—
343
Total
$
33,507
$
—
$
3,615
$
3,962
$
41,084
($ in thousands)
Modification Type
Principal
(1)
Principal and Interest
(2)
Interest Rate Reduction
Other
Total
March 31, 2015
CRE
$
—
$
833
$
—
$
—
$
833
C&I
164
—
—
—
164
Residential
281
—
—
—
281
Consumer
—
—
—
—
—
Total
$
445
$
833
$
—
$
—
$
1,278
(1)
Principal modification includes forbearance payments, term extensions and principal deferments that modify the terms of the loan from principal and interest payments to interest payments only.
(2)
Principal and interest modification includes principal and interest deferments or reductions.
Subsequent to restructuring, a TDR that becomes delinquent, generally beyond
90
days, is considered to have defaulted. The following table presents information for loans modified as TDRs within the previous 12 months that have subsequently defaulted during the
three months ended March 31, 2016
and
2015
, and are still in default at period end:
Loans Modified as TDRs that Subsequently Defaulted During the Three Months Ended March 31,
2016
2015
($ in thousands)
Number of
Loans
Recorded
Investment
Number of
Loans
Recorded
Investment
C&I:
Commercial business
4
$
954
—
$
—
The amount of additional funds committed to lend to borrowers whose terms have been modified was
$2.5 million
as of
March 31, 2016
. The amount of additional funds committed to lend to borrowers whose terms have been modified was immaterial as of
December 31, 2015
.
Impaired Loans
The Company’s loans are grouped into heterogeneous and homogeneous (mostly consumer loans) categories. Classified loans in the heterogeneous category are identified and evaluated for impairment on an individual basis. A loan is considered impaired when, based on current information and events, it is probable that the Company will not be able to collect all scheduled payments of principal or interest due in accordance with the original contractual terms. Impaired loans are measured based on the present value of expected future cash flows discounted at the loan’s effective interest rate or, as expedient, at the loan’s observable market price or the fair value of the collateral, if the loan is collateral dependent, less costs to sell. When the value of an impaired loan is less than the recorded investment and the loan is classified as nonperforming and uncollectible, the deficiency is charged-off against the allowance for loan losses. Impaired loans exclude the homogeneous consumer loan portfolio, which is evaluated collectively for impairment. The Company’s impaired loans include predominantly non-PCI loans held-for-investment on nonaccrual status and any non-PCI loans modified in a TDR, which may be on accrual or nonaccrual status.
37
The following tables present information on impaired non-PCI loans as of
March 31, 2016
and
December 31, 2015
:
($ in thousands)
Unpaid
Principal
Balance
Recorded
Investment
With No
Allowance
Recorded
Investment
With
Allowance
Total
Recorded
Investment
Related
Allowance
March 31, 2016
CRE:
Income producing
$
78,858
$
63,561
$
7,725
$
71,286
$
351
Land
7,062
5,522
1,279
6,801
111
C&I:
Commercial business
105,973
31,716
61,401
93,117
16,888
Trade finance
12,425
8,083
4,318
12,401
43
Residential:
Single-family
19,759
6,085
12,077
18,162
548
Multifamily
23,968
16,129
6,082
22,211
267
Consumer
1,630
—
1,628
1,628
57
Total
$
249,675
$
131,096
$
94,510
$
225,606
$
18,265
($ in thousands)
Unpaid
Principal
Balance
Recorded
Investment
With No
Allowance
Recorded
Investment
With
Allowance
Total
Recorded
Investment
Related
Allowance
December 31, 2015
CRE:
Income producing
$
47,043
$
24,347
$
15,720
$
40,067
$
3,148
Construction
66
—
14
14
1
Land
1,537
632
683
1,315
118
C&I:
Commercial business
81,720
31,045
40,111
71,156
15,993
Trade finance
10,675
—
10,675
10,675
95
Residential:
Single-family
16,486
4,401
10,611
15,012
584
Multifamily
25,634
16,944
6,783
23,727
339
Consumer
1,240
—
1,240
1,240
60
Total
$
184,401
$
77,369
$
85,837
$
163,206
$
20,338
The following table presents the average recorded investment and interest income recognized on non-PCI impaired loans during the
three months ended March 31, 2016
and
2015
:
($ in thousands)
Three Months Ended March 31,
2016
2015
Average
Recorded
Investment
Recognized
Interest
Income
(1)
Average
Recorded
Investment
Recognized
Interest
Income
(1)
CRE:
Income producing
$
72,248
$
391
$
44,195
$
141
Construction
—
—
3,902
—
Land
6,908
9
3,438
10
C&I:
Commercial business
92,707
369
39,310
202
Trade finance
13,756
66
245
3
Residential:
Single-family
18,318
65
15,423
68
Multifamily
22,338
77
26,987
203
Consumer
1,635
16
1,258
12
Total impaired non-PCI loans
$
227,910
$
993
$
134,758
$
639
(1)
Includes interest recognized on accruing non-PCI TDRs. Interest payments received on nonaccrual non-PCI loans are reflected as a reduction to principal and not as interest income.
38
Allowance for Credit Losses
The following tables present a summary of activities in the allowance for loan losses by portfolio segment for the
three months ended March 31, 2016
and
2015
:
($ in thousands)
Non-PCI Loans
PCI Loans
CRE
C&I
Residential
Consumer
Total
Total
Three Months Ended March 31, 2016
Beginning balance
$
81,191
$
134,597
$
39,292
$
9,520
$
264,600
$
359
$
264,959
Provision for (reversal of) loan losses
1,306
4,654
(5,317
)
(226
)
417
(31
)
386
Charge-offs
(56
)
(5,860
)
(137
)
(1
)
(6,054
)
—
(6,054
)
Recoveries
97
686
97
67
947
—
947
Net recoveries (charge-offs)
41
(5,174
)
(40
)
66
(5,107
)
—
(5,107
)
Ending balance
$
82,538
$
134,077
$
33,935
$
9,360
$
259,910
$
328
$
260,238
($ in thousands)
Non-PCI Loans
PCI Loans
CRE
C&I
Residential
Consumer
Total
Total
Three Months Ended March 31, 2015
Beginning balance
$
72,263
$
134,598
$
43,856
$
10,248
$
260,965
$
714
$
261,679
(Reversal of) provision for loan losses
(2,333
)
5,378
(1,571
)
664
2,138
(71
)
2,067
Charge-offs
(1,002
)
(6,589
)
(746
)
(463
)
(8,800
)
—
(8,800
)
Recoveries
812
527
1,451
2
2,792
—
2,792
Net (charge-offs) recoveries
(190
)
(6,062
)
705
(461
)
(6,008
)
—
(6,008
)
Ending balance
$
69,740
$
133,914
$
42,990
$
10,451
$
257,095
$
643
$
257,738
For further information on accounting policies and the methodology used to estimate the allowance for credit losses and loan charge-offs, please see
Note 1
—
Summary of Significant Accounting Policies
to the Consolidated Financial Statements of the Company’s
2015
Form 10-K.
The following table presents a summary of activities in the allowance for unfunded credit reserves during the
three months ended March 31, 2016
and
2015
:
($ in thousands)
Three Months Ended March 31,
2016
2015
Beginning balance
$
20,360
$
12,712
Provision for unfunded credit reserves
1,054
2,920
Ending balance
$
21,414
$
15,632
The allowance for unfunded credit reserves is maintained at a level believed by management to be sufficient to absorb estimated probable losses related to unfunded credit facilities. The allowance for unfunded credit reserves is included in
Accrued expense and other liabilities
in the Consolidated Balance Sheets. Please refer to
Note 10
—
Commitments And Contingencies
to the Consolidated Financial Statements for additional information related to unfunded credit reserves.
39
The following tables present the Company’s allowance for loan losses and recorded investments by portfolio segment and impairment methodology as of
March 31, 2016
and
December 31, 2015
:
($ in thousands)
CRE
C&I
Residential
Consumer
Total
As of March 31, 2016
Allowance for loan losses
Individually evaluated for impairment
$
462
$
16,931
$
815
$
57
$
18,265
Collectively evaluated for impairment
82,076
117,146
33,120
9,303
241,645
Acquired with deteriorated credit quality
314
10
4
—
328
Ending balance
$
82,852
$
134,087
$
33,939
$
9,360
$
260,238
Recorded investment in loans
Individually evaluated for impairment
$
78,087
$
105,518
$
40,373
$
1,628
$
225,606
Collectively evaluated for impairment
7,870,738
8,659,257
4,123,568
2,021,893
22,675,456
Acquired with deteriorated credit quality
(1)
502,653
53,468
287,457
23,263
866,841
Ending balance
(1)
$
8,451,478
$
8,818,243
$
4,451,398
$
2,046,784
$
23,767,903
($ in thousands)
CRE
C&I
Residential
Consumer
Total
As of December 31, 2015
Allowance for loan losses
Individually evaluated for impairment
$
3,267
$
16,088
$
923
$
60
$
20,338
Collectively evaluated for impairment
77,924
118,509
38,369
9,460
244,262
Acquired with deteriorated credit quality
347
9
3
—
359
Ending balance
$
81,538
$
134,606
$
39,295
$
9,520
$
264,959
Recorded investment in loans
Individually evaluated for impairment
$
41,396
$
81,831
$
38,739
$
1,240
$
163,206
Collectively evaluated for impairment
7,519,988
8,861,960
4,213,265
1,930,588
22,525,801
Acquired with deteriorated credit quality
(1)
549,365
59,216
337,910
24,263
970,754
Ending balance
(1)
$
8,110,749
$
9,003,007
$
4,589,914
$
1,956,091
$
23,659,761
(1)
Loans net of ASC 310-30 discount.
PCI Loans
At the date of acquisition, PCI loans are pooled and accounted for at fair value, which represents the discounted value of the expected cash flows of the loan portfolio. The amount of expected cash flows over the initial investment in the loan represents the “accretable yield,” which is recognized as interest income on a level yield basis over the life of the loan. The excess of total contractual cash flows over the cash flows expected to be received at origination is deemed as the “nonaccretable difference.”
The following table presents the changes in accretable yield for PCI loans for the
three months ended March 31, 2016
and
2015
:
($ in thousands)
Three Months Ended March 31,
2016
2015
Beginning balance
$
214,907
$
311,688
Accretion
(22,429
)
(30,569
)
Changes in expected cash flows
(6,487
)
12,036
Ending balance
$
185,991
$
293,155
40
Loans Held for Sale
Loans held for sale are carried at the LOCOM. When a determination is made at the time of commitment to originate or purchase loans as held-for-investment, it is the Company’s intent to hold these loans to maturity or for the “foreseeable future,” subject to periodic review under the Company’s management evaluation processes, including asset/liability management. When the Company subsequently changes its intent to hold certain loans, the loans are transferred from the loans held-for-investment portfolio to the loans held for sale portfolio at LOCOM.
Loans held for sale of
$28.8 million
and
$32.0 million
as of
March 31, 2016
and
December 31, 2015
, respectively, were comprised of consumer loans. Transfers of loans held-for-investment to loans held for sale for the
three months ended March 31, 2016
and
2015
were
$308.7 million
and
$820.5 million
, respectively. Loans transferred during the
three months ended March 31, 2016
were comprised of multifamily residential, C&I and CRE loans. During the
three months ended March 31, 2015
, loans transferred were comprised primarily of C&I and single-family residential loans. The Company recorded
$1.8 million
and
$1.7 million
in write-downs to the allowance for loan losses related to loans transferred from loans held-for-investment to loans held for sale for the
three months ended March 31, 2016
and
2015
, respectively.
For the
three months ended March 31, 2016
, the Company sold or securitized approximately
$256.2 million
in originated loans resulting in net gains of
$4.3 million
. Originated loans sold or securitized during the
three months ended March 31, 2016
were primarily comprised of multifamily residential, C&I and CRE loans. During the
three months ended March 31, 2016
, the Company recorded
$1.1 million
in net gains and
$641 thousand
in mortgage servicing rights, and retained
$160.1 million
of the senior tranche of the resulting securities from the securitization of the
$201.7 million
of multifamily residential loans. For the
three months ended March 31, 2015
, the Company sold originated loans with carrying value of approximately
$326.8 million
, resulting in net gains of
$8.6 million
. Originated loans sold during the
three months ended March 31, 2015
were primarily comprised of single-family residential and C&I loans.
The Company purchases loans (including participation loans) and sells loans in the secondary market. For the
three months ended March 31, 2016
, the Company sold approximately
$53.9 million
of loans and
no
gains or losses were recognized from these sales. For the
three months ended March 31, 2015
, the Company sold approximately
$343.0 million
of loans at net gains of
$1.0 million
.
The Company recorded
$2.4 million
in LOCOM adjustments related to the loans held for sale portfolio during the
three months ended March 31, 2016
.
No
LOCOM adjustment related to the loans held for sale portfolio was recorded during the
three months ended March 31, 2015
. LOCOM adjustments are recorded in
Net gains on sales of loans
in the Consolidated Statements of Income.
NOTE 8
—
INVESTMENTS IN QUALIFIED AFFORDABLE HOUSING PARTNERSHIPS, TAX CREDIT AND OTHER INVESTMENTS, NET
The Community Reinvestment Act (“CRA”) encourages banks to meet the credit needs of their communities for housing and other purposes, particularly in neighborhoods with low or moderate income. The Company invests in certain affordable housing limited partnerships that qualify for CRA credits. Such limited partnerships are formed to develop and operate apartment complexes designed as high-quality affordable housing for lower income tenants throughout the United States. Each of the partnerships must meet the regulatory requirements for affordable housing for a minimum
15
-year compliance period to fully utilize the tax credits. In addition to affordable housing limited partnerships, the Company invests in new market tax credit projects that qualify for CRA credits and eligible projects that qualify for renewable energy and historic tax credits. Investments in renewable energy tax credits help promote the development of renewable energy sources, while the investments in historic tax credits promote the rehabilitation of historic buildings and economic revitalization of the surrounding areas.
41
Investments in Qualified Affordable Housing Partnerships, Net
The Company records its investments in qualified affordable housing partnerships, net using the proportional amortization method. Under the proportional amortization method, the Company amortizes the initial cost of the investment in proportion to the tax credits and other tax benefits received, and recognizes the amortization in the Consolidated Statements of Income as a component of income tax expense. The following table presents the balances of the Company’s investments in qualified affordable housing partnerships, net and related unfunded commitments as of the periods indicated:
($ in thousands)
March 31,
2016
December 31,
2015
Investments in qualified affordable housing partnerships, net
$
186,999
$
193,978
Accrued expenses and other liabilities — Unfunded commitments
$
57,936
$
61,525
The following table presents additional information related to the Company’s investments in qualified affordable housing partnerships, net for the periods indicated:
($ in thousands)
Three Months Ended March 31,
2016
2015
Tax credits and other tax benefits recognized
$
9,452
$
8,775
Amortization expense included in income tax expense
$
6,966
$
6,244
Investments in Tax Credit and Other Investments, Net
Investments in tax credit and other investments, net were
$170.4 million
and
$187.2 million
as of
March 31, 2016
and
December 31, 2015
, respectively, and were included in
Other assets
in the Consolidated Balance Sheets. The Company is not the primary beneficiary in these partnerships and, therefore, is not required to consolidate its investments in tax credit and other investments on the Consolidated Financial Statements. Depending on the ownership percentage and the influence the Company has on the limited partnership, the Company applies either the equity method or cost method of accounting.
Total unfunded commitments for these investments were
$105.7 million
and
$113.2 million
as of
March 31, 2016
and
December 31, 2015
, respectively, and were included in
Accrued expenses and other liabilities
in the Consolidated Balance Sheets. Amortization of tax credit and other investments were
$14.2 million
and
$6.3 million
for the
three months ended March 31, 2016
and
2015
, respectively.
NOTE 9
—
GOODWILL AND OTHER INTANGIBLE ASSETS
Goodwill
Total goodwill of
$469.4 million
remained unchanged as of
March 31, 2016
compared to
December 31, 2015
. Goodwill is tested for impairment on an annual basis as of December 31
st
, or more frequently as events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The Company’s
three
operating segments, Retail Banking, Commercial Banking, and Other, are equivalent to the Company’s reporting units. For complete discussion and disclosure, please refer to
Note 14
—
Business Segments
to the Consolidated Financial Statements.
Impairment analysis
The Company performed its annual impairment analysis as of
December 31, 2015
and concluded that there was
no
goodwill impairment as the fair values of all reporting units exceeded the carrying amounts of goodwill. There were no triggering events during the
three months ended March 31, 2016
and therefore, no additional goodwill impairment analysis was performed. No assurance can be given that goodwill will not be written down in future periods. Please refer to
Note 10 - Goodwill and Other Intangible Assets
to the Consolidated Financial Statements of the Company’s
2015
Form 10-K for additional details related to the Company’s annual goodwill impairment analysis.
42
Premiums on Acquired Deposits
Premiums on acquired deposits represent the intangible value of depositor relationships resulting from deposit liabilities assumed in various acquisitions. These intangibles are tested for impairment on an annual basis, or more frequently as events occur, or as current circumstances and conditions warrant. There were no impairment write-downs on deposit premiums for the
three months ended March 31, 2016
, and
2015
.
The following table presents the gross carrying value of intangible assets and accumulated amortization as of
March 31, 2016
and
December 31, 2015
:
($ in thousands)
March 31,
2016
December 31,
2015
Gross balance
$
108,814
$
108,814
Accumulated amortization
74,843
72,739
Net carrying balance
$
33,971
$
36,075
Amortization Expense
The Company amortizes premiums on acquired deposits based on the projected useful lives of the related deposits. The amortization expense related to the intangible assets was
$2.1 million
and
$2.4 million
for the
three months ended March 31, 2016
and
2015
, respectively.
The following table presents the estimated future amortization expense of premiums on acquired deposits:
Year Ended December 31,
Amount
($ in thousands)
Remainder of 2016
$
5,982
2017
6,935
2018
5,883
2019
4,864
2020
3,846
Thereafter
6,461
Total
$
33,971
NOTE 10
—
COMMITMENTS AND CONTINGENCIES
Credit Extensions
— In the normal course of business, the Company has various outstanding commitments to extend credit that are not reflected in the accompanying Consolidated Financial Statements. While the Company does not anticipate losses as a result of these transactions, commitments to extend credit are included in determining the appropriate level of the allowance for unfunded commitments and unissued commercial letters of credit and standby letters of credit
(“
SBLCs”). For further information about these commitments, including their terms, see
Note 14 — Commitments, Contingencies and Related Party Transactions
Policies
t
o the Consolidated Financial Statements of the Company’s
2015
Form 10-K. The following table presents the Company’s credit-related commitments as of the periods indicated:
($ in thousands)
March 31,
2016
December 31,
2015
Loan commitments
$
3,859,835
$
3,370,271
Commercial letters of credit and SBLCs
$
1,254,590
$
1,293,547
Loan commitments are agreements to lend to a customer provided there is no violation of any condition established in the agreement. Commitments generally have fixed expiration dates or other termination clauses and may require maintenance of compensatory balances. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future funding requirements.
43
Commercial letters of credit are issued to facilitate domestic and foreign trade transactions while SBLCs generally are contingent upon the failure of the customers to perform according to the terms of the underlying contract with the third party. As a result, the total contractual amounts do not necessarily represent future funding requirements. The Company’s historical experience is that SBLCs typically expire without being funded. Additionally, in many cases, the Company holds collateral in various forms against these SBLCs. As a part of its risk management activities, the Company monitors the creditworthiness of customers in conjunction with its SBLC exposure. Customers are obligated to reimburse the Company for any payment made on the customers’ behalf. If customers fail to pay, the Company would, as applicable, liquidate the collateral and/or offset accounts. Total letters of credit of
$1.25 billion
consisted of commercial letters of credit of
$45.8 million
and SBLCs of
$1.21 billion
as of
March 31, 2016
.
The Company uses the same credit underwriting criteria in extending loans, commitments, and conditional obligations to customers. Each customer’s creditworthiness is evaluated on a case-by-case basis. Collateral may be obtained based on management’s assessment of the customer’s credit. Collateral may include accounts receivable, inventory, property, plant and equipment, and income-producing commercial property.
Estimated exposure to loss from these commitments is included in the allowance for unfunded credit reserves and amounted to
$20.8 million
and
$19.8 million
as of
March 31, 2016
and
December 31, 2015
, respectively. These amounts are included in
Accrued expenses and other liabilities
in the Consolidated Balance Sheets.
Guarantees
— The Company has sold or securitized loans with recourse in the ordinary course of business. The recourse component in the loans sold or securitized with recourse is considered a guarantee. As the guarantor, the Company is obligated to make payments when the loans default. As of
March 31, 2016
and
December 31, 2015
, the unpaid principal balance of total loans sold or securitized with recourse amounted to
$178.4 million
and
$191.3 million
, respectively. The maximum potential future payments of loans subject to full recourse, which is generally the unpaid principal balance of total loans sold or securitized with recourse, was
$28.3 million
and
$29.8 million
as of
March 31, 2016
and
December 31, 2015
, respectively. The maximum potential future payments of loans subject to limited recourse was
$5.4 million
and
$5.9 million
as of
March 31, 2016
and
December 31, 2015
, respectively. The recourse provision on multifamily loans varies by loan sale and is limited to
4%
of the top loss on the underlying loans. The Company’s recourse reserve related to these guarantees is included in the allowance for unfunded credit reserves and totaled
$580 thousand
and
$630 thousand
as of
March 31, 2016
and
December 31, 2015
, respectively. The allowance for unfunded credit reserves is included in
Accrued expenses and other liabilities
in the Consolidated Balance Sheets. The Company continues to experience minimal losses from the single-family and multifamily loan portfolios sold or securitized with recourse.
Litigation
— The Company is a party to various legal actions arising in the normal course of business. In accordance with ASC 450,
Contingencies
,
the Company accrues reserves for currently outstanding lawsuits, claims, and proceedings when a loss contingency is probable and can be reasonably estimated. The outcome of such legal actions is inherently difficult to predict and it is possible that one or more of the currently pending, threatened legal, or regulatory matters could have a material adverse effect on the Company’s liquidity, consolidated financial position, and/or results of operations. Based on the information currently available, advice of counsel and established reserves, the Company believes that the eventual outcome of pending legal matters will not individually or in the aggregate have a material adverse effect on the Company’s consolidated financial position. On
September 8, 2014
, a jury in the case titled “F&F, LLC and 618 Investment, Inc. v. East West Bank,” Superior Court of the State of California for the County of Los Angeles, Case No. BC462714, delivered a verdict in favor of plaintiff F&F, LLC. The case is being appealed. The litigation accrual was
$36.3 million
and
$35.4 million
as of
March 31, 2016
and
December 31, 2015
, respectively.
Other Commitments
— The Company has commitments to invest in qualified affordable housing partnerships and other tax credit investments qualifying for historic rehabilitation tax credits or other types of tax credits. These commitments are payable on demand. As of
March 31, 2016
and
December 31, 2015
, these commitments were
$163.6 million
and
$174.7 million
, respectively. These commitments are included in
Accrued expenses and other liabilities
in the Consolidated Balance Sheets.
44
NOTE 11
—
STOCK COMPENSATION PLANS
Pursuant to the Company’s 1998 Stock Incentive Plan, as amended, the Company issues stock options, restricted stock awards (“RSAs”) and restricted stock units (“RSUs”) to employees. The Company did not issue any stock options or RSAs during the
three months ended March 31, 2016
and
2015
.
RSUs are granted under our long-term incentive plan at no cost to the recipient. RSUs vest ratably over
three
years or cliff vest after
three
or
five
years of continued employment from the date of the grant. RSUs entitle the recipient to receive cash dividends equivalent to any dividends paid on the underlying common stock. The RSU dividends are accrued during the vesting period and are paid at the time of vesting. While a portion of the RSUs are time-vesting awards, others vest subject to the attainment of specified performance goals. All RSUs are subject to forfeiture until vested. All RSAs have vested during
2015
.
The following table presents the total stock compensation expense and the related net tax benefit associated with the Company’s various employee share-based compensation plans for the
three months ended March 31, 2016
and
2015
:
($ in thousands)
Three Months Ended March 31,
2016
2015
Stock compensation costs
$
4,575
$
3,954
Net tax benefit recognized in equity for stock compensation plans
$
986
$
3,145
The following table presents a summary of the activity for the Company’s time-based and performance-based RSUs for the
three months ended March 31, 2016
based on the target amount of awards:
Three Months Ended March 31, 2016
Time-Based RSUs
Performance-Based RSUs
Shares
Weighted
Average Grant-Date Fair Value
Shares
Weighted
Average Grant-Date Fair Value
Outstanding at beginning of period
933,312
$
36.83
389,358
$
34.21
Granted
482,251
31.32
159,407
29.18
Vested
(111,724
)
25.08
(138,019
)
25.25
Forfeited
(21,191
)
35.97
—
—
Outstanding at end of period
1,282,648
$
35.80
410,746
$
35.27
Compensation cost for the time-based awards is based on the quoted market price of the Company’s stock at the grant date. Performance-based awards granted that include discretionary performance-based vesting conditions are subject to variable accounting. As of
March 31, 2016
, total unrecognized compensation cost related to time-based and performance-based RSUs amounted to
$34.9 million
and
$13.3 million
, respectively. This cost is expected to be recognized over a weighted average period of
2.23
years and
2.06
years, respectively.
NOTE 12
—
STOCKHOLDERS’ EQUITY AND EARNINGS PER SHARE
Warrant
— The Company acquired MetroCorp Bancshares, Inc., (“MetroCorp”) on January 17, 2014. Prior to the acquisition, MetroCorp had an outstanding warrant to purchase
771,429
shares of its common stock. Upon the acquisition, the rights of the warrant holder were converted into the right to acquire
230,282
shares of East West’s common stock until January 16, 2019. The warrant has
no
t been exercised as of
March 31, 2016
.
45
EPS
— Basic EPS is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding during each period. Diluted EPS is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding during each period, plus common share equivalents calculated for stock options, warrants and RSUs outstanding using the treasury stock method. The Company has issued RSAs, which are unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents. These RSAs are considered participating securities. Accordingly, the Company applied the two-class method in the computation of basic and diluted EPS in periods where RSAs are outstanding. Restricted stock unit awards do not contain nonforfeitable rights to dividends when granted. As of March 31, 2016, there were no RSAs outstanding.
The following table presents EPS calculations for the
three months ended March 31, 2016
and
2015
:
Three Months Ended March 31,
($ in thousands, except per share data, shares in thousands)
2016
2015
Basic
Net income
$
107,516
$
100,027
Less: Earnings allocated to participating securities
—
3
Net income allocated to common stockholders
$
107,516
$
100,024
Basic weighted average number of shares outstanding
143,958
143,655
Basic EPS
$
0.75
$
0.70
Diluted
Net income allocated to diluted common stockholders
$
107,516
$
100,024
Basic weighted average number of shares outstanding
143,958
143,655
Diluted potential common shares
(1)
845
694
Diluted weighted average number of shares outstanding
144,803
144,349
Diluted EPS
$
0.74
$
0.69
(1)
Includes dilutive shares from RSUs and warrants for the
three months ended March 31,
2016
and 2015. Also includes dilutive shares from stock options for the
three months ended March 31,
2015
.
For the
three months ended March 31, 2016
, approximately
13 thousand
weighted average anti-dilutive shares of RSUs were excluded from the diluted EPS computation. For the
three months ended March 31, 2015
, approximately
170 thousand
weighted average anti-dilutive shares comprised of RSUs were excluded from the diluted EPS computation.
46
NOTE 13
—
ACCUMULATED OTHER COMPREHENSIVE INCOME
The following table presents the changes in the components of AOCI balances for the
three months ended March 31, 2016
and
2015
:
($ in thousands)
Three Months Ended March 31,
2016
2015
Available-
for-Sale Investment
Securities
Foreign Currency Translation Adjustments
(1)
Total
Available-
for-Sale Investment
Securities
Total
Beginning balance
$
(6,144
)
$
(8,797
)
$
(14,941
)
$
4,237
$
4,237
Net unrealized gains (losses) arising during the period
15,142
(33
)
15,109
11,872
11,872
Amounts reclassified from AOCI
(2,226
)
—
(2,226
)
(2,554
)
(2,554
)
Changes, net of taxes
12,916
(33
)
12,883
9,318
9,318
Ending balance
$
6,772
$
(8,830
)
$
(2,058
)
$
13,555
$
13,555
(1)
Represents foreign currency translation adjustments related to the Company’s net investment in non-U.S. operations, including related hedges. In the third quarter of 2015, there was a change in functional currency from USD to the local currency of the Company’s foreign subsidiary.
The following table presents the components of other comprehensive income, reclassifications to net income and the related tax effects for the
three months ended March 31, 2016
and
2015
:
($ in thousands)
Three Months Ended March 31,
2016
2015
Before-Tax
Tax
Effect
Net-of-Tax
Before-Tax
Tax
Effect
Net-of-Tax
Available-for-sale investment securities:
Net unrealized gains arising during the period
$
26,130
$
(10,988
)
$
15,142
$
20,470
$
(8,598
)
$
11,872
Net realized gains reclassified into net income
(1)
(3,842
)
1,616
(2,226
)
(4,404
)
1,850
(2,554
)
Net change
22,288
(9,372
)
12,916
16,066
(6,748
)
9,318
Foreign currency translation adjustments:
Net unrealized losses arising during period
(33
)
—
(33
)
—
—
—
Net change
(33
)
—
(33
)
—
—
—
Other comprehensive income
$
22,255
$
(9,372
)
$
12,883
$
16,066
$
(6,748
)
$
9,318
(1)
For the
three months ended March 31, 2016
, and
2015
, the pretax amount was reported in
Net gains on sales of available-for-sale investment securities
in the Consolidated Statements of Income.
NOTE 14
—
BUSINESS SEGMENTS
The Company utilizes an internal reporting system to measure the performance of various operating segments within the Bank and the Company. The Company has identified
three
operating segments for purposes of management reporting: (1) Retail Banking; (2) Commercial Banking; and (3) Other. These
three
business divisions meet the criteria of an operating segment: the segment engages in business activities from which it earns revenues and incurs expenses, its operating results are regularly reviewed by the Company’s chief operating decision-maker to render decisions about resources to be allocated to the segment and assess its performance, and discrete financial information is available.
47
The Retail Banking segment focuses primarily on retail operations through the Bank’s branch network. The Commercial Banking segment, which includes CRE, primarily generates commercial loans through the commercial lending offices located in the Bank’s production offices. Furthermore, the Company’s Commercial Banking segment offers a wide variety of international finance and trade services and products. The remaining centralized functions, including treasury activities and eliminations of inter-segment amounts, have been aggregated and included in the “Other” segment, which provides broad administrative support to the
two
core segments.
The Company’s funds transfer pricing assumptions are intended to promote core deposit growth and to reflect the current risk profiles of various loan categories within the credit portfolio. Transfer pricing assumptions and methodologies are reviewed at least annually to ensure that the Company’s process is reflective of current market conditions. The transfer pricing process is formulated with the goal of incenting loan and deposit growth that is consistent with the Company’s overall growth objectives, as well as to provide a reasonable and consistent basis for the measurement of the Company’s business segments and product net interest margins.
The accounting policies of the segments are the same as those described in
Note 1
—
Summary of Significant Accounting Policies
to the Consolidated Financial Statements of the Company’s
2015
Form 10-K. Operating segment results are based on the Company’s internal management reporting process, which reflects assignments and allocations of certain operating and administrative costs and the provision for credit losses. Net interest income is based on the Company’s internal funds transfer pricing system which assigns a cost of funds or a credit for funds to assets or liabilities based on their type, maturity or repricing characteristics. Noninterest income and noninterest expense, including depreciation and amortization, directly attributable to a segment are assigned to that business segment. Indirect costs, including overhead expense, are allocated to the segments based on several factors, including, but not limited to, full-time equivalent employees, loan volume and deposit volume. The provision for credit losses is allocated based on actual charge-offs for the period as well as average loan balances for each segment during the period. The Company evaluates overall performance based on profit or loss from operations before income taxes excluding nonrecurring gains and losses.
Changes in the Company’s management structure or reporting methodologies may result in changes in the measurement of operating segment results. Results for prior periods are generally restated for comparability for changes in management structure or reporting methodologies unless it is not deemed practicable to do so.
48
The following tables present the operating results and other key financial measures for the individual operating segments as of and for the
three months ended March 31, 2016
and
2015
:
($ in thousands)
Three Months Ended March 31, 2016
Retail
Banking
Commercial
Banking
Other
Total
Interest income
$
77,371
$
177,082
$
21,719
$
276,172
Charge for funds used
(22,652
)
(53,791
)
(11,837
)
(88,280
)
Interest spread on funds used
54,719
123,291
9,882
187,892
Interest expense
(14,606
)
(4,026
)
(5,336
)
(23,968
)
Credit on funds provided
72,431
9,977
5,872
88,280
Interest spread on funds provided
57,825
5,951
536
64,312
Net interest income
$
112,544
$
129,242
$
10,418
$
252,204
(Reversal of) provision for credit losses
$
(1,582
)
$
3,022
$
—
$
1,440
Depreciation, amortization and (accretion), net
$
43
$
(10,773
)
$
23,488
$
12,758
Segment pretax profit
$
45,945
$
92,829
$
5,897
$
144,671
Segment assets
$
7,203,470
$
17,939,537
$
7,966,162
$
33,109,169
($ in thousands)
Three Months Ended March 31, 2015
Retail
Banking
Commercial
Banking
Other
Total
Interest income
$
87,446
$
158,786
$
17,029
$
263,261
Charge for funds used
(23,298
)
(37,351
)
(9,445
)
(70,094
)
Interest spread on funds used
64,148
121,435
7,584
193,167
Interest expense
(12,224
)
(4,263
)
(11,057
)
(27,544
)
Credit on funds provided
57,668
8,016
4,410
70,094
Interest spread on funds provided
45,444
3,753
(6,647
)
42,550
Net interest income
$
109,592
$
125,188
$
937
$
235,717
Provision for credit losses
$
731
$
4,256
$
—
$
4,987
Depreciation, amortization and (accretion), net
(1)
$
1,682
$
(10,477
)
$
12,922
$
4,127
Segment pretax profit
$
52,935
$
93,175
$
716
$
146,826
Segment assets
$
7,540,501
$
15,491,368
$
6,874,966
$
29,906,835
(1)
Includes amortization and accretion related to the FDIC indemnification asset/net payable to the FDIC.
NOTE 15
—
SUBSEQUENT EVENTS
On
April 20, 2016
, the Company’s Board of Directors declared second quarter
2016
cash dividends of
$0.20
per share for the Company’s common stock which is payable on
May 16, 2016
to stockholders of record as of
May 4, 2016
.
49
ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion provides information about the results of operations, financial condition, liquidity, and capital resources of East West Bancorp, Inc. (referred to herein on an unconsolidated basis as “East West” and on a consolidated basis as the “Company”) and its wholly-owned subsidiaries, East West Bank and subsidiaries (referred to herein as “East West Bank” or the “Bank”) and East West Insurance Services, Inc. This information is intended to facilitate the understanding and assessment of significant changes and trends related to the Company’s financial condition and the results of operations. This discussion and analysis should be read in conjunction with the Consolidated Financial Statements and the accompanying notes presented elsewhere in this report and the Company’s annual report on Form 10-K for the year ended
December 31, 2015
, filed with the U.S. Securities and Exchange Commission on
February 26, 2016
(the “Company’s
2015
Form 10-K”).
Overview
The Company’s vision is to serve as the financial bridge between the United States and Greater China. The Company’s primary strategy to achieve this vision is to expand the Company’s global network of contacts and resources to better meet its customers’ diverse financial needs in and between the world’s two largest markets. With over 130 locations in the United States and Greater China and a full range of cross-border products and services, the Company is well equipped to fulfill its customers’ business needs.
Financial Highlights
The Company successfully completed another
quarter
with strong earnings and financial results for the
three months ended March 31, 2016
, achieving healthy growth and an increase in revenues. It is the Company’s priority to focus on strengthening its risk management structure, compliance, and the Bank Secrecy Act (“BSA”) programs in order to meet increasing regulatory expectations. The Company continues to make the necessary investments to address BSA concerns and strengthen its internal programs, while still providing strong return to stockholders.
Noteworthy items on the Company’s performance included:
•
Net income totaled
$107.5 million
or
$0.74
per diluted share for the
three months ended March 31, 2016
, both of which have increased
7%
from the three months ended March 31, 2015.
•
Revenue, the sum of net interest income and noninterest income, before provision for credit losses increased
$12.9 million
or
5%
to
$292.7 million
for the
three months ended March 31, 2016
compared to the same period last year.
•
Noninterest expense increased
$18.6 million
or
15%
to
$146.6 million
for the
three months ended March 31, 2016
compared to the same period last year.
•
The Company’s effective tax rate for the
three months ended March 31, 2016
was
25.68%
, compared with
31.87%
for the three months ended March 31, 2015, reflecting a larger benefit from tax credit investments in 2016 compared to 2015.
•
Net interest margin and net interest spread decreased
19
basis points to
3.32%
and
16
basis points to
3.15%
, respectively, during the three months ended March 31, 2016, mainly due to a decrease in the yield on interest-earning assets by 29 basis points to 3.63%. Cost of funds improved nine basis points to
0.34%
during the three months ended March 31, 2016.
The Company experienced a
$758.2 million
or
2%
growth in total assets as of March 31, 2016 compared to December 31, 2015. This increase was largely attributable to increases of
$904.4 million
or
66%
in cash and cash equivalents and
$200.0 million
or
13%
in securities purchased under resale agreements (“resale agreements”), partially offset by a decrease of $407.9 million or 11% in investment securities. In addition, gross loans held-for-investment
increase
d
$108.1 million
or 1% to
$23.77 billion
, while the allowance for credit losses to loans held-for-investment ratio improved by three basis points to
1.09%
. The overall balance sheet growth was fueled by deposit growth during the quarter. Deposits
increase
d
$1.12 billion
or
4%
to a record
$28.60 billion
, primarily due to a
$1.67 billion
or
8%
increase in core deposits. Core deposits comprised
79%
and
76%
of total deposits as of March 31, 2016 and December 31, 2015, respectively.
From a capital management perspective, during the three months ended March 31, 2016, the Company continued to maintain its strong capital position with Common equity tier 1 (“CET1”) capital of $2.73 billion, risk-weighted assets of
$25.54 billion
and a CET1 capital ratio of
10.7%
at March 31, 2016 compared to $2.65 billion,
$25.23 billion
and
10.5%
at December 31, 2015, as measured under Basel III Capital Rules.
50
The strong balance sheet growth and increased revenues placed the Company in a better position to focus on its bridge banking strategy and target future growth opportunities. As the Company remains focused on its continued growth, the Company continues to meet its customers’ financial needs. In
April 2016
, the Company’s Board of Directors (the “Board”) declared first quarter cash dividends for the Company’s common stock. The cash dividend of
$0.20
per share is payable on
May 16, 2016
to stockholders of record as of
May 4, 2016
.
Results of Operations
The Company’s net income increased
$7.5 million
or
7%
to
$107.5 million
for the
three months ended March 31, 2016
compared to
$100.0 million
for the
three months ended March 31, 2015
. The earnings performance during the
first
quarter of
2016
reflected the continued success in executing the Company’s business strategy. Underpinning the operating results for the
three months ended March 31, 2016
were sustained loan and deposit growth which continued to generate greater earnings compared to the same period in
2015
.
Revenue, the sum of net interest income before provision for credit losses and noninterest income, was
$292.7 million
for the
three months ended March 31, 2016
, an
increase
of
$12.9 million
or
5%
from
$279.8 million
for the
three months ended March 31, 2015
. The
$12.9 million
increase in revenue was comprised of a
$16.5 million
increase
in net interest income, partially offset by a
$3.6 million
decrease
in noninterest income. The
$16.5 million
increase
in net interest income was primarily due to higher interest revenue, but at lower margins, primarily generated from loan portfolio growth, stable cost of deposits and a decrease in interest expense from repurchase agreements. The
$3.6 million
decrease
in noninterest income was primarily due to decreases in net gains on sales of loans and other fees and operating income, partially offset by a reduction in expenses related to changes in Federal Deposit Insurance Corporation (“FDIC”) indemnification asset and receivable/payable.
Noninterest expense
increase
d
$18.6 million
or
15%
to
$146.6 million
from the
three months ended March 31, 2015
primarily due to increases in amortization of tax credit and other investments, compensation and employee benefits and consulting expense, partially offset by a decrease in legal expense.
The Company’s return on average assets
decrease
d
six
basis points to
1.33%
for the
three months ended March 31, 2016
, compared to
1.39%
for the same period in
2015
. Return on average equity
decrease
d
34
basis points to
13.59%
for the
three months ended March 31, 2016
, compared to
13.93%
for the same period in
2015
.
Components of Net Income
Three Months Ended March 31,
($ in millions)
2016
2015
Net interest income
$
252.2
$
235.7
Provision for credit losses
(1.4
)
(5.0
)
Noninterest income
40.5
44.1
Noninterest expense
(146.6
)
(128.0
)
Income tax expense
(37.2
)
(46.8
)
Net income
$
107.5
$
100.0
Annualized return on average assets
1.33
%
1.39
%
Annualized return on average equity
13.59
%
13.93
%
Net Interest Income
The Company’s primary source of revenue is net interest income, which is the difference between interest earned on loans, investment securities, resale agreements and other interest-earning assets less interest expense on customer deposits, repurchase agreements, long-term debt and other interest-bearing liabilities. Net interest margin is calculated by dividing the annualized net interest income by average interest-earning assets. Net interest income and net interest margin are affected by several factors, including changes in average balances and composition of interest-earning assets and funding sources, market interest rate fluctuations and slope of the yield curve, repricing characteristics and maturity of interest-earning assets and interest-bearing liabilities, volume of noninterest-bearing sources of funds and asset quality.
51
Net interest income for the
three months ended March 31, 2016
was
$252.2 million
, an
increase
of
$16.5 million
or
7%
compared to
$235.7 million
for the same period in
2015
. The
increase
in net interest income was primarily due to greater interest income resulting from the growth of the loan portfolio and a decrease in interest expense on repurchase agreements that were paid off during 2015. Net interest margin was
3.32%
for the
three months ended March 31, 2016
, a
19
basis points
decrease
from
3.51%
for the same period in
2015
. The decrease in net interest margin was primarily due to a 23 basis points reduction in loan yields from 4.51% for the three months ended March 31, 2015 to 4.28% for the three months ended March 31, 2016. The decrease in loan yields was primarily due to the prolonged low interest rate environment and lower accretion income from the loans accounted for under Accounting Standard Codification (“ASC”) 310-30,
Loans and Debt Securities Acquired with Deteriorated Credit Quality
(“ASC 310-30”). During the
three months ended March 31, 2016
, total accretion income from the loans accounted for under ASC 310-30 was $13.3 million compared to $17.4 million in the same period 2015.
For the
three months ended March 31, 2016
, average interest-earning assets
increase
d
$3.35 billion
or
12%
to
$30.60 billion
from
$27.25 billion
for the same period in
2015
. The
increase
was primarily due to a
$2.09 billion
or
10%
increase
in average loan balances to $
23.82 billion
for the
three months ended March 31, 2016
, compared to
$21.73 billion
for the same period in
2015
. Customer deposits are an important source of low-cost funding and affect both net interest income and net interest margin. Average deposits which consist of noninterest-bearing demand, interest-bearing checking, money market, savings and time deposits,
increase
d by
$3.41 billion
or
14%
to
$27.82 billion
for the
three months ended March 31, 2016
, compared to
$24.41 billion
for the same period in
2015
. The ratio of average noninterest-bearing demand deposits to total deposits increased from 30% as of March 31, 2015 to 32% as of March 31, 2016. Cost of deposits remained stable at 0.28% during the three months ended March 31, 2016 and 2015. Average loans were
117%
funded by average deposits for the
three months ended March 31, 2016
, higher than the funding of
112%
for the same period in
2015
.
52
The following table presents the interest spread, net interest margin, average balances, interest income and expense, and the average yield/rates by asset and liability components for the
three months ended March 31, 2016
and
2015
:
($ in thousands)
Three Months Ended March 31,
2016
2015
Average
Balance
Interest
Average
(1)
Yield/
Rate
Average
Balance
Interest
Average
(1)
Yield/
Rate
ASSETS
Interest-earning assets:
Due from banks and short-term investments
$
2,052,787
$
3,965
0.78
%
$
1,562,702
$
5,426
1.41
%
Resale agreements
(2)
1,379,121
6,677
1.95
%
1,268,056
4,849
1.55
%
Investment securities
(3)(4)
3,264,801
11,193
1.38
%
2,604,250
10,184
1.59
%
Loans
(5)(6)
23,819,273
253,542
4.28
%
21,732,752
241,566
4.51
%
Federal Home Loan Bank (“FHLB”) and Federal Reserve Bank stock
82,480
795
3.88
%
85,499
1,236
5.86
%
Total interest-earning assets
$
30,598,462
$
276,172
3.63
%
$
27,253,259
$
263,261
3.92
%
Noninterest-earning assets:
Cash and cash equivalents
357,714
345,410
Allowance for loan losses
(264,217
)
(261,697
)
Other assets
1,794,764
1,882,480
Total assets
$
32,486,723
$
29,219,452
LIABILITIES AND STOCKHOLDERS’ EQUITY
Interest-bearing liabilities:
Checking deposits
$
3,359,498
$
2,826
0.34
%
$
2,526,844
$
1,761
0.28
%
Money market deposits
7,425,797
6,303
0.34
%
6,523,439
4,301
0.27
%
Savings deposits
1,961,413
1,009
0.21
%
1,674,012
803
0.19
%
Time deposits
6,302,152
9,159
0.58
%
6,267,190
10,098
0.65
%
Federal funds purchased and other short-term borrowings
1,730
9
2.09
%
149
—
—
%
FHLB advances
562,489
1,500
1.07
%
338,759
1,033
1.24
%
Securities sold under repurchase agreements (“repurchase agreements”)
(2)
147,253
1,926
5.26
%
789,444
8,406
4.32
%
Long-term debt
205,980
1,236
2.41
%
225,812
1,142
2.05
%
Total interest-bearing liabilities
$
19,966,312
$
23,968
0.48
%
$
18,345,649
$
27,544
0.61
%
Noninterest-bearing liabilities and stockholders’ equity:
Demand deposits
8,769,752
7,417,858
Accrued expenses and other liabilities
569,291
544,234
Stockholders’ equity
3,181,368
2,911,711
Total liabilities and stockholders’ equity
$
32,486,723
$
29,219,452
Interest rate spread
3.15
%
3.31
%
Net interest income and net interest margin
$
252,204
3.32
%
$
235,717
3.51
%
(1)
Annualized.
(2)
Average balances of resale and repurchase agreements are reported net, pursuant to ASC 210-20-45,
Balance Sheet Offsetting
.
(3)
Yields on tax exempt securities are not presented on a tax-equivalent basis.
(4)
Includes the amortization of net premiums on available-for-sale investment securities of
$7.0 million
and
$4.3 million
for the
three months ended March 31, 2016
and
2015
, respectively.
(5)
Average balance includes nonperforming loans.
(6)
Includes the accretion of discount and amortization of net deferred loan costs which totaled
$16.4 million
and
$19.2 million
and for the
three months ended March 31, 2016
and
2015
, respectively.
53
The following table presents the extent to which changes in interest rates and changes in average interest-earning assets and average interest-bearing liabilities affected the Company’s net interest income for the periods presented. The total change for each category of interest-earning assets and interest-bearing liabilities is segmented into the change attributable to variations in volume and the change attributable to variations in interest rates. Changes that are not solely due to either volume or rate are allocated proportionally based on the absolute value of the change related to average volume and average rate. Nonaccrual loans are included in average loans used to compute the table below:
($ in thousands)
Three Months Ended March 31,
2016 vs. 2015
Total
Change
Changes Due to
Volume
Yield/Rate
Interest-bearing assets:
Due from banks and short-term investments
$
(1,461
)
$
1,389
$
(2,850
)
Resale agreements
1,828
453
1,375
Investment securities
1,009
2,369
(1,360
)
Loans
11,976
22,511
(10,535
)
FHLB and Federal Reserve Bank stock
(441
)
(42
)
(399
)
Total interest and dividend income
$
12,911
$
26,680
$
(13,769
)
Interest-bearing liabilities:
Checking deposits
$
1,065
$
654
$
411
Money market deposits
2,002
650
1,352
Savings deposits
206
145
61
Time deposits
(939
)
56
(995
)
Federal funds purchased and other short-term borrowings
9
—
9
FHLB advances
467
610
(143
)
Repurchase agreements
(6,480
)
(8,057
)
1,577
Long-term debt
94
(106
)
200
Total interest expense
$
(3,576
)
$
(6,048
)
$
2,472
Change in net interest income
$
16,487
$
32,728
$
(16,241
)
Noninterest Income
Noninterest income
decrease
d by
$3.6 million
or
8%
to
$40.5 million
for the
three months ended March 31, 2016
compared to
$44.1 million
for the same period in
2015
. The
decrease
was mainly attributable to decreases in net gains on sales of loans, other fees and other operating income and wealth management fees, partially offset by a reduction in expenses related to changes in FDIC indemnification asset and receivable/payable.
The following table presents the components of noninterest income for the periods indicated:
($ in millions)
Three Months Ended March 31,
Change
2016
2015
Amount
Percent
Branch fees
$
10.2
$
9.4
$
0.8
9
%
Letters of credit fees and foreign exchange income
9.6
8.7
0.9
10
%
Ancillary loan fees
3.6
2.7
0.9
33
%
Wealth management fees
3.1
5.2
(2.1
)
(40
)%
Derivative commission income
3.5
5.3
(1.8
)
(34
)%
Changes in FDIC indemnification asset and receivable/payable
—
(8.4
)
8.4
(100
)%
Net gains on sales of loans
1.9
9.6
(7.7
)
(80
)%
Net gains on sales of available-for-sale investment securities
3.8
4.4
(0.6
)
(14
)%
Other fees and operating income
4.8
7.2
(2.4
)
(33
)%
Total noninterest income
$
40.5
$
44.1
$
(3.6
)
(8
)%
54
The following discussion provides the composition of the major changes in noninterest income and the factors contributing to the changes.
Net gains on sales of loans for the
three months ended March 31, 2016
, which included lower of cost or market (“LOCOM”) valuation adjustments, amounted to
$1.9 million
, compared to
$9.6 million
for the
three months ended March 31, 2015
. The decrease in net gains on sales of loans was primarily related to a decrease in loans sold. In addition, the Company recorded
$2.4 million
of LOCOM valuation adjustments related to the loans held for sale portfolio for the
three months ended March 31, 2016
. No LOCOM adjustment was recorded for the same period in 2015. Loans sold or securitized during the
three months ended March 31, 2016
were primarily comprised of multifamily residential and commercial and industrial (“C&I”) loans. Loans sold during the three months ended March 31, 2015 were primarily comprised of C&I and single-family residential loans.
Other fees and operating income decreased by
$2.4 million
or
33%
to
$4.8 million
for the
three months ended March 31, 2016
from
$7.2 million
for the
three months ended March 31, 2015
. This decrease was primarily due to lower gains on the sale of fixed assets of $189 thousand for the
three months ended March 31, 2016
, compared to $2.3 million for the same period in
2015
.
Wealth management fees decreased by
$2.1 million
or
40%
to
$3.1 million
for the
three months ended March 31, 2016
from
$5.2 million
for the
three months ended March 31, 2015
. The decrease was mainly attributable to lower alternative investment fee income due to the modification of the Company’s business products in order to stay competitive in the financial services industry.
For the
three months ended March 31, 2016
, there was no expense related to the changes in FDIC indemnification asset and receivable/payable, compared to
$8.4 million
of expense for the same period in
2015
. In
2015
, the Company reached an agreement with the FDIC to early terminate the Washington First International Bank and United Commercial Bank shared-loss agreements. There were no remaining shared-loss agreements with the FDIC as of
December 31, 2015
.
Noninterest Expense
Noninterest expense totaled
$146.6 million
for the
three months ended March 31, 2016
, an
increase
of
$18.6 million
or
15%
, compared to
$128.0 million
for the same period in
2015
. The
increase
was the result of higher amortization of tax credit and other investments, compensation and employee benefits, and consulting expense, partially offset by lower legal expense.
The following table presents the components of noninterest expense for the periods indicated:
Three Months Ended March 31,
Change
($ in millions)
2016
2015
Amount
Percent
Compensation and employee benefits
$
71.8
$
64.3
$
7.5
12
%
Occupancy and equipment expense
14.4
15.4
(1.0
)
(6
)%
Amortization of tax credit and other investments
14.2
6.3
7.9
125
%
Amortization of premiums on deposits acquired
2.1
2.4
(0.3
)
(13
)%
Deposit insurance premiums and regulatory assessments
5.4
5.7
(0.3
)
(5
)%
Deposit related expenses
2.2
2.2
—
—
%
Other real estate owned (“OREO”) expense (income)
0.5
(1.0
)
1.5
NA
Legal expense
3.0
6.9
(3.9
)
(57
)%
Data processing
2.7
2.6
0.1
4
%
Consulting expense
8.5
2.4
6.1
254
%
Other operating expense
21.8
20.8
1.0
5
%
Total noninterest expense
$
146.6
$
128.0
$
18.6
15
%
NA - Percentage is not meaningful.
The following provides a discussion of the major changes in noninterest expense and the factors contributing to the changes.
The amortization of tax credit and other investments
increase
d by
$7.9 million
or
125%
to
$14.2 million
for the
three months ended March 31, 2016
, compared to
$6.3 million
for the same period in
2015
. The
increase
was primarily due to additional tax credit investments placed in service in the first quarter of 2016.
55
Compensation and employee benefits
increase
d by
$7.5 million
or
12%
to
$71.8 million
for the
three months ended March 31, 2016
, compared to
$64.3 million
for the same period in
2015
. This
increase
was primarily attributable to the increased headcount to support the Company’s growing business and regulatory compliance requirements.
Consulting expense increased
$6.1 million
or
254%
to
$8.5 million
for the
three months ended March 31, 2016
, compared to
$2.4 million
for the same period in
2015
. The increase was primarily due to BSA and Anti-Money Laundering (“AML”) consulting expenses incurred to implement a more robust BSA/AML compliance program in order to address the requirements of the Written Agreement and MOU (See
Management’s Discussion and Analysis of the Financial Condition and Results of Operations (“MD&A”) — Regulatory Matters
for more details).
The above increases in amortization of tax credit and other investments, compensation and employee benefits and consulting expense were partially offset by a
$3.9 million
or
57%
decrease in legal expense to
$3.0 million
for the
three months ended March 31, 2016
, compared to
$6.9 million
for the same period in
2015
.
Income Taxes
Provision for income taxes was
$37.2 million
and
$46.8 million
for the
three months ended March 31, 2016
and
2015
, respectively. The effective tax rate was
25.7%
and
31.9%
for the
three months ended March 31, 2016
and
2015
, respectively. The lower effective tax rate for the
three months ended March 31, 2016
, compared to the same period in
2015
, was attributable to additional affordable housing partnerships and other tax credit investments entered in the latter part of 2015 and early 2016. Included in the income tax expense recognized for the
three months ended March 31, 2016
and
2015
, was
$25.0 million
and
$13.4 million
, respectively, of tax credits generated mainly from investments in qualified affordable housing partnerships and other tax credit investments.
Management regularly reviews the Company’s tax positions and deferred tax assets. Factors considered in this analysis include future reversals of existing temporary differences, future taxable income exclusive of reversing differences, taxable income in prior carryback years, and tax planning strategies. The Company accounts for income taxes using the asset and liability approach, the objective of which is to establish deferred tax assets and liabilities for the temporary differences between the financial reporting basis and the tax basis of the Company’s assets and liabilities at enacted rates expected to be in effect when such amounts are realized and settled. As of
March 31, 2016
and
December 31, 2015
, the Company had net deferred tax assets of
$127.1 million
and
$135.9 million
, respectively.
56
A valuation allowance is established for deferred tax assets if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. A valuation allowance is used, as needed, to reduce the deferred tax assets to the amount that is more likely than not to be realized. Management has concluded that it is more likely than not that all of the benefits of the deferred tax assets will be realized, with the exception of the deferred tax assets related to net operating losses in certain states. Accordingly, a valuation allowance has been recorded for these amounts. The Company believes that adequate provisions have been made for all income tax uncertainties consistent with the standards of ASC 740-10,
Income Taxes
.
Operating Segment Results
The Company’s operations are strategically aligned into three major business segments: Retail Banking, Commercial Banking and Other. These business segments are differentiated based upon the products and services provided.
The Retail Banking segment focuses primarily on retail operations through the Bank’s branch network. The Commercial Banking segment, which includes C&I and commercial real estate (“CRE”), primarily generates commercial loans through the domestic commercial lending offices located in California, New York, Texas, Washington, Massachusetts, Nevada and Georgia, and the foreign commercial lending offices located in China and Hong Kong. Furthermore, the Commercial Banking segment offers a wide variety of international finance and trade services and products. The remaining centralized functions, including the treasury operations of the Company and eliminations of intersegment amounts have been aggregated and included in the “Other” segment.
Changes in the Company’s management structure or reporting methodologies may result in changes in the measurement of operating segment results. Results for prior periods are generally restated for comparability when there are changes in management structure or reporting methodologies, unless it is not deemed practicable to do so.
The Company’s transfer pricing process is formulated to incentivize loan and deposit growth that is consistent with the Company’s overall growth objectives, as well as to provide a reasonable and consistent basis for measurement of the Company’s business segments and product net interest margins. The Company’s transfer pricing assumptions and methodologies are reviewed at least annually to ensure that the process is reflective of current market conditions.
Note 14
—
Business Segments
to the Consolidated Financial Statements describes the Company’s segment reporting methodology as well as the business activities of each business segment and presents financial results of these business segments for the three months ended March 31, 2016 and 2015.
The following table presents the selected segment information for the three months ended March 31, 2016 and 2015:
($ in millions)
Retail Banking
Commercial Banking
Other
Three Months Ended
Three Months Ended
Three Months Ended
2016
2015
2016
2015
2016
2015
Net interest income
$
112.5
$
109.6
$
129.2
$
125.2
$
10.4
$
0.9
Noninterest income
$
9.6
$
12.9
$
23.4
$
19.5
$
7.6
$
11.7
Noninterest expense
$
60.4
$
54.6
$
56.5
$
50.0
$
29.7
$
23.4
Pretax income
$
45.9
$
52.9
$
92.8
$
93.2
$
5.9
$
0.7
Retail Banking
The Retail Banking segment reported pretax income of $45.9 million for the three months ended March 31, 2016, compared to $52.9 million for the same period in 2015. The decrease of $7.0 million or 13% in pretax income for this segment was due to a decrease in noninterest income and an increase in noninterest expense, partially offset by an increase in net interest income and a decrease in provision for credit losses.
Net interest income for this segment increased $2.9 million or 3% to $112.5 million for the three months ended March 31, 2016, compared to $109.6 million for the same period in 2015. This increase was primarily due to growth in core deposits for the segment, partially offset by lower discount accretion to interest income from the purchased credit impaired (“PCI”) loan portfolio and a reduction in the loan portfolio due to the sale of single-family residential loans in 2015.
Noninterest income for this segment decreased $3.3 million or 26% to $9.6 million for the three months ended March 31, 2016, compared to $12.9 million for the same period in 2015. The decrease in noninterest income was attributable to a student loan write down in the first quarter of 2016 compared to net gains on the sales of single-family residential loans in the first quarter of 2015 and lower wealth management fees, partially offset by a decrease in the reduction of changes in FDIC indemnification asset and receivable/payable.
Noninterest expense for this segment increased $5.8 million or 11% to $60.4 million for the three months ended March 31, 2016, compared to $54.6 million for the same period in 2015. This increase was primarily due to higher consulting expense, and compensation and employee benefit expense, partially offset by lower occupancy and equipment expense.
Commercial Banking
The Commercial Banking segment reported pretax income of $92.8 million for the three months ended March 31, 2016, compared to $93.2 million for the same period in 2015. The decrease of $344 thousand was attributable to higher noninterest expense, partially offset by higher net interest income and noninterest income.
Net interest income for this segment increased $4.0 million or 3% to $129.2 million for the three months ended March 31, 2016, compared to $125.2 million for the same period in 2015. The increase in net interest income was primarily due to growth in commercial loans, partially offset by lower discount accretion to interest income from the PCI loan portfolio.
Noninterest income for this segment increased $3.9 million or 20% to $23.4 million for the three months ended March 31, 2016, compared to $19.5 million for the same period in 2015. The increase was primarily due to a decrease in the reduction of changes in the FDIC indemnification asset and receivable/payable, as well as higher loan fees and foreign exchange gains, partially offset by lower derivative income.
57
Noninterest expense for this segment increased $6.5 million or 13% to $56.5 million for the three months ended March 31, 2016, compared to $50.0 million for the same period in 2015. The increase in noninterest expense was primarily due to higher compensation and employee benefit expense, and OREO expense, partially offset by a decrease in loan related expense.
Other
The Other segment reported pretax income of $5.9 million for the three months ended March 31, 2016, compared to $716 thousand for the same period in 2015. The increase of $5.2 million was attributable to higher net interest income.
Net interest income for this segment increased $9.5 million to $10.4 million for the three months ended March 31, 2016, compared to $937 thousand for the same period in 2015. The increase was primarily due to higher investment income and lower borrowing costs. The Other segment includes the activities of the treasury function, which is responsible for the liquidity and interest rate risk management of the Company, and supports the Retail Banking and Commercial Banking segments through funds transfer pricing which is included in net interest income. In addition, it bears the cost of adverse movements in interest rates which affect the net interest margin.
Noninterest income for this segment decreased $4.1 million or 35% to $7.6 million for the three months ended March 31, 2016, compared to $11.7 million for the same period in 2015. The decrease in noninterest income was primarily due to a one-time gain from the sale of a building during the first quarter of 2015, foreign exchange losses from changes in the ineffectiveness of investment hedges, and lower gains on sale of available-for-sale investment securities.
Noninterest expense for this segment increased $6.3 million or 27% to $29.7 million for the three months ended March 31, 2016, compared to $23.4 million for the same period in 2015. The increase in noninterest expense was primarily due to higher amortization of tax credit and other investments, partially offset by lower legal expense.
Balance Sheet Analysis
Total assets
increase
d
$758.2 million
, or
2%
, to
$33.11 billion
as of
March 31, 2016
, compared to
$32.35 billion
as of
December 31, 2015
. The primary increases were cash and cash equivalents, which increased
$904.4 million
, resale agreements, which increased $200.0 million, held-to-maturity investment security, which
increase
d
$160.1 million
, and gross loans held-for-investment, which increased $108.1 million. The increases were partially offset by a
decrease
in available-for-sale investment securities of
$568.0 million
.
The
increase
in cash and cash equivalents of
$904.4 million
was primarily from customer deposit growth of
$1.12 billion
and proceeds from sales of available-for-sale investment securities and repayments/maturities net of purchases, totaling
$587.1 million
, offset by repayment of FHLB advances of
$700.0 million
.
The increase in loans held-for-investment of $108.1 million was driven by growth in the loan portfolio, primarily from increases in CRE loans of $340.7 million and consumer loans of $90.7 million, offset by decreases of C&I loans of $184.8 million and residential loans of $138.5 million.
The
increase
in held-to-maturity investment security of
$160.1 million
was the result of a securitization of multifamily real estate loans entered into by the Company during the first quarter of 2016. The
decrease
in available-for-sale investment securities of
$568.0 million
was primarily due to the sale of U.S. Treasury securities in the amount of $558.2 million.
Total liabilities increased
$664.4 million
, or
2%
, to
$29.89 billion
as of
March 31, 2016
, compared to
$29.23 billion
as of
December 31, 2015
. The increase in total liabilities funded our asset growth, primarily from increases in customer deposits of
$1.12 billion
from new and existing customers and repurchase agreements of $200.0 million, partially offset by a decrease in FHLB advances of $699.5 million. Total customer deposits
increase
d to a record
$28.60 billion
as of
March 31, 2016
. The
increase
in customer deposits was largely due to an increase in noninterest-bearing demand deposits of
$804.8 million
and money market deposits of
$705.5 million
, resulting in record core deposits of
$22.53 billion
. The decrease in FHLB advances was primarily due to the repayment of a short-term FHLB advance of $700.0 million which matured during the three months ended March 31, 2016.
58
Investment Securities
Income from investment securities provides a significant portion of the Company’s total income, primarily from available-for-sale investment securities.
The Company’s available-for-sale investment securities are liquid in nature and available to meet funding needs that arise during the normal course of business. The Company aims to maintain an investment portfolio with an appropriate mix of fixed-rate and adjustable-rate securities with relatively short durations to minimize overall interest rate and liquidity risk. The Company’s available-for-sale investment securities portfolio consists of U.S. Treasury securities, U.S. government agency securities, U.S. government sponsored enterprise debt securities, U.S. government sponsored enterprise and non-agency mortgage-backed securities, municipal securities, corporate debt securities and other securities. Investments classified as available-for-sale are carried at their estimated fair values with the corresponding changes in fair values recorded in accumulated other comprehensive income or loss, as a component of stockholders’ equity.
During the
three months ended March 31, 2016
, the Company securitized $201.7 million of multifamily real estate loans and retained a $160.1 million senior tranche of the securities. The resulting security is classified as a held-to-maturity investment, which is carried at amortized cost. The held-to-maturity security is a non-agency commercial mortgage-backed security maturing on April 25, 2046. Management intends to and has the ability to hold the security to maturity.
Total available-for-sale investment securities
decrease
d
$568.0 million
or
15%
to
$3.21 billion
as of
March 31, 2016
, compared with
$3.77 billion
as of
December 31, 2015
, primarily due to the decrease in U.S. Treasury securities. During the
three months ended March 31, 2016
, the Company sold $558.2 million of available-for-sale U.S. Treasury securities and realized a gain of $3.2 million.
As of
March 31, 2016
, the available-for-sale investment portfolio had net unrealized
gains
of
$11.7 million
compared to net unrealized
losses
of
$10.6 million
as of
December 31, 2015
. The changes in the net unrealized amount were primarily attributed to a decline in interest rates. As of
March 31, 2016
and
December 31, 2015
, available-for-sale investment securities with fair values of
$1.11 billion
and
$873.0 million
, respectively, were pledged to secure public deposits, repurchase agreements, the Federal Reserve Bank’s discount window, and for other purposes required or permitted by law.
Total repayments/maturities and proceeds from sales of available-for-sale investment securities amounted to
$158.3 million
and
$652.8 million
, respectively, for the
three months ended March 31, 2016
. In comparison, total repayments/maturities and proceeds were
$138.4 million
and
$180.5 million
, respectively, for the
three months ended March 31, 2015
. Proceeds from repayments, maturities, sales and redemptions during the
three months ended March 31, 2016
and
2015
were applied towards additional available-for-sale investment securities purchases totaling
$223.9 million
and
$517.5 million
, respectively. The Company recorded net gains on sales of available-for-sale investment securities totaling
$3.8 million
and
$4.4 million
for the
three months ended March 31, 2016
and
2015
, respectively.
Securities in an unrealized loss position are analyzed periodically for other-than-temporary impairment (“OTTI”). No OTTI was recognized for the
three months ended March 31, 2016
and
2015
. For complete discussion and disclosure, please see
Note 3
—
Fair Value Measurement And Fair Value Of Financial Instruments
and
Note 5
—
Investment Securities
to the Consolidated Financial Statements.
59
The following table presents the weighted average yields and contractual maturity distribution, excluding periodic principal payments, of the Company’s investment securities as of
March 31, 2016
:
($ in thousands)
Within
One Year
After One
But Within
Five Years
After Five
But Within
Ten Years
After
Ten Years
Total
Amount
Yield
Amount
Yield
Amount
Yield
Amount
Yield
Amount
Yield
Available-for-sale investment securities:
U.S. Treasury securities
$
120,536
0.54
%
$
396,219
0.99
%
$
—
—
%
$
—
—
%
$
516,755
0.88
%
U.S. government agency and U.S. government sponsored enterprise debt securities
639,531
0.99
%
111,314
0.96
%
38,090
2.26
%
—
—
%
788,935
1.04
%
U.S. government agency and U.S. government sponsored enterprise mortgage-backed securities:
Commercial mortgage-backed securities
—
—
%
42,930
1.25
%
105,484
1.95
%
178,573
2.05
%
326,987
1.91
%
Residential mortgage-backed securities
—
—
%
1,924
2.55
%
88,181
2.52
%
844,994
1.73
%
935,099
1.81
%
Municipal securities
(1)
4,719
2.70
%
130,161
2.31
%
19,610
2.49
%
4,936
3.96
%
159,426
2.40
%
Non-agency residential mortgage-backed securities:
Investment grade
—
—
%
—
—
%
—
—
%
59,899
3.21
%
59,899
3.21
%
Corporate debt securities:
Investment grade
2,138
2.64
%
35,847
2.22
%
129,128
1.63
%
198,792
2.01
%
365,905
1.90
%
Non-investment grade
7,924
1.21
%
—
—
%
—
—
%
—
—
%
7,924
1.21
%
Other securities
44,308
2.41
%
—
—
%
—
—
%
—
—
%
44,308
2.41
%
Total available-for-sale investment securities
$
819,156
$
718,395
$
380,493
$
1,287,194
$
3,205,238
Held-to-maturity investment security:
Non-agency commercial mortgage-backed security
$
—
—
%
$
—
—
%
$
—
—
%
$
160,135
2.62
%
$
160,135
2.62
%
(1)
Yields on tax exempt securities are not presented on a tax-equivalent basis.
Total Loan Portfolio
The Company offers a broad range of financial products designed to meet the credit needs of its borrowers. The Company’s loan portfolio segments include CRE, C&I, residential and consumer.
CRE Loans
. CRE loans include income producing real estate, construction and land loans. Interest rates on CRE loans may be fixed, variable, or hybrid. Although real estate loans are collateralized by real property, these transactions are subject to similar credit evaluation, underwriting and monitoring standards as those for commercial business loans. Approximately 73% of CRE loans are secured by real estate in California. Consequently, changes in the California economy and real estate values could have a significant impact on the collectability of these loans and the required level of allowance for loan losses.
C&I Loans
. C&I loans include commercial business and trade finance loans. Included in C&I loans are working capital, accounts receivable and inventory lines of credit, small business administration (“SBA”) loans, lease financing and financing to international trade companies with trade financial services and products, including letters of credit, revolving lines of credit, import loans, bankers’ acceptances, working capital lines of credit, domestic purchase financing and pre-export financing.
60
Most trade finance activities are related to trade with Asian countries. However, a majority of the Company’s loans are made to companies domiciled in the U.S. A substantial portion of these are companies based in California that engage in import and export businesses. Additionally, the Company offers export-import financing to various customers. The Company’s trade finance portfolio consists primarily of loans made to borrowers that import goods into the U.S. and export goods to China. Certain C&I loans may be guaranteed by the Export-Import Bank of the United States or direct obligations of the Export-Import Bank of China.
Residential Loans
. Adjustable rate mortgage (“ARM”) residential loans consist of both single-family and multifamily loans. The Company offers first mortgage loans secured by one-to-four unit residential properties located in its primary lending areas. The Company offers ARM single-family loan programs with one-year, three-year or five-year initial fixed periods. In addition, the Company offers ARM multifamily residential loan programs with six-month or three-year initial fixed periods.
Consumer Loans.
Consumer loans include home equity lines of credit (“HELOCs”), auto loans, and insurance premium financing loans. The Company’s ARM loans and HELOCs are secured by one-to-four unit residential properties located in its primary lending areas. The program is a low documentation program that requires low loan to value ratios, typically 50% or less. These loans have historically experienced low delinquency and default rates.
Net loans, including loans held for sale,
increase
d
$112.2 million
to
$23.52 billion
as of
March 31, 2016
from
$23.41 billion
as of
December 31, 2015
. The
increase
was largely attributable to increases of
$340.7 million
or
4%
in CRE loans and
$90.7 million
or
5%
in consumer loans; partially offset by decreases of
$184.8 million
or
2%
in C&I loans and
$138.5 million
or
3%
in residential loans.
During the
three months ended March 31, 2016
, the Company sold or securitized
$256.2 million
in originated loans, resulting in net gains on loans sold of
$4.3 million
. Originated loans sold or securitized during the
three months ended March 31, 2016
, were comprised mainly of
$201.7 million
of multifamily residential loans, $38.9 million of C&I loans and $14.2 million of CRE loans. During the
three months ended March 31, 2016
, the Company recorded
$1.1 million
in net gains and
$641 thousand
in mortgage servicing rights, and retained
$160.1 million
of the senior tranche of the resulting securities from the securitization of the
$201.7 million
of multifamily residential loans. For the
three months ended March 31, 2015
, the Company sold originated loans with carrying value of approximately
$326.8 million
, resulting in net gains of
$8.6 million
. Excluding the impact of the
$256.2 million
in originated loans sold and securitized, organic loan growth during the
three months ended March 31, 2016
was $361.2 million or 6% annualized.
The Company purchases loans (including participation loans) and sells loans in the secondary market. For the
three months ended March 31, 2016
the Company sold
$53.9 million
in purchased C&I loans and no gains or losses were recorded. In comparison, the Company sold
$343.0 million
of primarily C&I loans, resulting in net gains of
$1.0 million
for the three months ended March 31, 2015.
61
The following table presents the composition of the Company’s total loan portfolio by segment as of
March 31, 2016
and
December 31, 2015
:
($ in thousands)
March 31, 2016
December 31, 2015
Amount
Percent
Amount
Percent
CRE:
Income producing
$
7,816,442
33
%
$
7,478,474
32
%
Construction
467,103
2
%
438,671
2
%
Land
167,933
1
%
193,604
1
%
Total CRE
8,451,478
36
%
8,110,749
35
%
C&I:
Commercial business
8,053,535
34
%
8,213,897
35
%
Trade finance
764,708
3
%
789,110
3
%
Total C&I
8,818,243
37
%
9,003,007
38
%
Residential:
Single-family
3,103,391
13
%
3,066,919
13
%
Multifamily
1,348,007
6
%
1,522,995
6
%
Total residential
4,451,398
19
%
4,589,914
19
%
Consumer
2,046,784
8
%
1,956,091
8
%
Total loans held-for-investment
(1)
$
23,767,903
100
%
$
23,659,761
100
%
Unearned fees, premiums, and discounts, net
(13,539
)
(16,013
)
Allowance for loan losses
(260,238
)
(264,959
)
Loans held for sale
28,795
31,958
Total loans, net
$
23,522,921
$
23,410,747
(1)
Loans net of ASC 310-30 discount.
Loans held in the Company’s overseas offices include the branch in Hong Kong and the subsidiary bank in China. As of
March 31, 2016
and
December 31, 2015
, loans held in the Hong Kong branch totaled
$615.9 million
and
$694.6 million
, respectively. As of
March 31, 2016
and
December 31, 2015
, loans held in the subsidiary bank in China totaled
$401.8 million
and
$356.5 million
, respectively. In total, these loans represent approximately
3%
of total consolidated assets as of both
March 31, 2016
and
December 31, 2015
. These loans are included in the total loan portfolio table above.
The Company’s total loan portfolio includes originated and purchased loans. Originated and purchased loans, for which there was no evidence of credit deterioration at their acquisition date, are referred to collectively as non-purchased credit impaired
(“non-PCI”) loans. Acquired loans for which there was, at the acquisition date, evidence of credit deterioration are referred to as PCI loans. PCI loans are recorded net of ASC 310-30 discount and totaled
$866.8 million
and
$970.8 million
as of
March 31, 2016
and
December 31, 2015
, respectively. For additional details regarding PCI loans, please see
Note 7
—
Loans Receivable And Allowance For Credit Losses
to the Consolidated Financial Statements.
62
Non-PCI Nonperforming Assets
Non-PCI nonperforming assets are comprised of nonaccrual loans and OREO, net. Loans are placed on nonaccrual status when they become 90 days past due or when the full collection of principal or interest becomes uncertain regardless of the length of past due status. The following table presents information regarding non-PCI nonperforming assets and performing troubled debt restructurings (“TDRs”) as of
March 31, 2016
and
December 31, 2015
:
($ in thousands)
March 31,
2016
December 31,
2015
Nonaccrual loans
$
162,626
$
121,369
OREO, net
6,099
7,034
Total nonperforming assets
$
168,725
$
128,403
Performing TDRs
$
67,608
$
43,575
Non-PCI nonperforming assets to total assets
0.51
%
0.40
%
Non-PCI nonaccrual loans to total loans held-for-investment
0.68
%
0.51
%
Allowance for loan losses to non-PCI nonaccrual loans
160.02
%
218.31
%
Typically, changes to nonaccrual loans period-over-period represent inflows for loans that are placed on nonaccrual status in accordance with the Company’s accounting policy, offset by reductions for loans that are paid down, charged off, sold, foreclosed, or no longer classified as nonaccrual as a result of continued performance and improvement in the borrower’s financial condition and loan repayment capabilities. Nonaccrual loans
increase
d by
$41.3 million
or
34%
to
$162.6 million
as of
March 31, 2016
from
$121.4 million
as of
December 31, 2015
. The overall
increase
in nonaccrual loans during the
three months ended March 31, 2016
, was largely due to one fully secured CRE loan that became 90 days or more past due and the increase in loans that were placed into nonaccrual due to cash flow concerns. This increase was partially offset by payoffs and principal paydowns during the same period.
As of
March 31, 2016
,
$95.5 million
or
59%
of the
$162.6 million
non-PCI nonaccrual loans consisted of loans which were less than 90 days past due. In comparison, approximately
$69.2 million
or
57%
of the
$121.4 million
non-PCI nonaccrual loans consisted of loans which were less than 90 days past due as of
December 31, 2015
. For additional details regarding the Company’s non-PCI nonaccrual loans policy, please see
Note 1
—
Summary of Significant Accounting Policies
to the Consolidated Financial Statements of the Company’s
2015
Form 10-K.
TDRs may be designated as performing or nonperforming. A TDR may be designated as performing, if the loan has demonstrated sustained performance under the modified terms. The period of sustained performance may include the periods prior to modification if prior performance has met or exceeded the modified terms. A loan will remain on nonaccrual status until the borrower demonstrates a sustained period of performance, generally six consecutive months of payments.
The following table presents the accruing and nonaccruing TDRs by loan segments as of
March 31, 2016
and
December 31, 2015
:
($ in thousands)
March 31, 2016
December 31, 2015
Performing TDRs
Nonperforming TDRs
Performing TDRs
Nonperforming TDRs
CRE
$
19,039
$
8,494
$
11,470
$
8,310
C&I
32,779
44,064
17,095
34,285
Residential
14,212
10,012
13,770
10,508
Consumer
1,578
—
1,240
—
Total
$
67,608
$
62,570
$
43,575
$
53,103
Performing TDR loans
increase
d $24.0 million to
$67.6 million
as of
March 31, 2016
, primarily due to one CRE loan and one C&I loan becoming TDRs during the
three months ended March 31, 2016
. Nonperforming TDR loans
increase
d $9.5 million to
$62.6 million
as of
March 31, 2016
primarily due to two C&I TDRs.
63
Impaired loans exclude the homogeneous consumer loan portfolio which is evaluated collectively for impairment. The Company’s impaired loans predominantly include non-PCI loans held-for-investment on nonaccrual status and non-PCI loans modified as a TDR, on both accrual and nonaccrual status. Please see
Note 1
—
Summary of Significant Accounting Policies
to the Consolidated Financial Statements of the Company’s
2015
Form 10-K for additional information regarding the Company’s TDR and impaired loan policies. As of
March 31, 2016
, the allowance for loan losses included
$18.3 million
for impaired loans with a total recorded balance of
$94.5 million
. As of
December 31, 2015
, the allowance for loan losses included
$20.3 million
for impaired loans with a total recorded balance of
$85.8 million
.
The following table presents the recorded investment balances for non-PCI impaired loans as of
March 31, 2016
and
December 31, 2015
:
($ in thousands)
March 31, 2016
December 31, 2015
Amount
Percent
Amount
Percent
CRE:
Income producing
$
71,286
32
%
$
40,067
24
%
Construction
—
—
%
14
—
%
Land
6,801
3
%
1,315
1
%
Total CRE impaired loans
78,087
35
%
41,396
25
%
C&I:
Commercial business
93,117
41
%
71,156
43
%
Trade finance
12,401
5
%
10,675
7
%
Total C&I impaired loans
105,518
46
%
81,831
50
%
Residential:
Single-family
18,162
8
%
15,012
9
%
Multifamily
22,211
10
%
23,727
15
%
Total residential impaired loans
40,373
18
%
38,739
24
%
Consumer
1,628
1
%
1,240
1
%
Total gross impaired loans
$
225,606
100
%
$
163,206
100
%
Allowance for Credit Losses
Allowance for credit losses consists of allowance for loan losses and allowance for unfunded credit reserves. Unfunded credit reserves include reserves provided for unfunded lending commitments, unissued commercial letters of credit and standby letters of credit (“SBLCs”) and recourse obligations for loans sold. The allowance for credit losses is increased by the provision for credit losses which is charged against current period operating results, and is increased or decreased by the amount of net recoveries or charge-offs, respectively, during the period. The allowance for unfunded credit reserves is included in
Accrued expenses and other liabilities
in the Consolidated Balance Sheets. Net adjustments to the allowance for unfunded credit reserves are included in the provision for credit losses.
The Company is committed to maintaining the allowance for credit losses at a level that is commensurate with the estimated inherent loss in the loan portfolio, including unfunded credit reserves. In addition to regular quarterly reviews of the adequacy of the allowance for credit losses, the Company performs an ongoing assessment of the risks inherent in the loan portfolio. While the Company believes that the allowance for loan losses is appropriate as of
March 31, 2016
, future allowance levels may increase or decrease based on a variety of factors, including loan growth, portfolio performance and general economic conditions. For additional details on the Company’s allowance for credit losses, including the methodologies used, please see
Note 7
—
Loans Receivable And Allowance For Credit Losses
to the Consolidated Financial Statements and
Note 1
—
Summary of Significant Accounting Policies
to the Consolidated Financial Statements of the Company’s
2015
Form 10-K.
64
The following table presents a summary of activities in the allowance for credit losses during the three months ended
March 31, 2016
and
2015
:
($ in thousands)
Three Months Ended March 31,
2016
2015
Allowance for loan losses, beginning of period
$
264,959
$
261,679
Provision for loan losses
386
2,067
Gross charge-offs:
CRE
(56
)
(1,002
)
C&I
(5,860
)
(6,589
)
Residential
(137
)
(746
)
Consumer
(1
)
(463
)
Total gross charge-offs
(6,054
)
(8,800
)
Gross recoveries:
CRE
97
812
C&I
686
527
Residential
97
1,451
Consumer
67
2
Total gross recoveries
947
2,792
Net charge-offs
(5,107
)
(6,008
)
Allowance for loan losses, end of period
260,238
257,738
Allowance for unfunded credit reserves, beginning of period
20,360
12,712
Provision for unfunded credit reserves
1,054
2,920
Allowance for unfunded credit reserves, end of period
21,414
$
15,632
Allowance for credit losses
$
281,652
$
273,370
Average loans held-for-investment
$
23,787,363
$
21,687,371
Loans held-for-investment
$
23,767,903
$
21,375,568
Annualized net charge-offs to average loans held-for-investment
0.09
%
0.11
%
Allowance for loan losses to loans held-for-investment
1.09
%
1.21
%
As of
March 31, 2016
, the allowance for loan losses amounted to
$260.2 million
or
1.09%
of total loans held-for investment, compared to
$265.0 million
or 1.12% of total loans held-for-investment as of
December 31, 2015
and compared to $
257.7 million
or
1.21%
of total loans held-for investment as of
March 31, 2015
. Provision for credit losses includes provision for loan losses and unfunded credit reserves. Provision for credit losses is charged to income to bring the allowance for credit losses to a level deemed appropriate by the Company based on the factors described above. The fluctuation in the provision for credit losses is highly dependent on the historical loss rates trend along with the net charge-offs experienced during the period. Provision for loan losses
decrease
d by
$1.7 million
or
81%
to
$386 thousand
for the three months ended
March 31, 2016
from
$2.1 million
for the three months ended
March 31, 2015
, primarily due to an overall improvement in credit quality of the loan portfolio, partially offset by portfolio growth.
The following table presents the Company’s allocation of the allowance for loan losses by segment and the ratio of each loan segment to total loans as of
March 31, 2016
and
December 31, 2015
:
($ in thousands)
March 31, 2016
December 31, 2015
Allowance Allocation
% of Total Loans
Allowance Allocation
% of Total Loans
CRE
$
82,852
36
%
$
81,538
35
%
C&I
134,087
37
%
134,606
38
%
Residential
33,939
19
%
39,295
19
%
Consumer
9,360
8
%
9,520
8
%
Total
$
260,238
100
%
$
264,959
100
%
65
The Company maintains an allowance on non-PCI and PCI loans. Based on the Company’s estimates of cash flows expected to be collected, an allowance for the PCI loans is established, with a charge to income through the provision for loan losses. PCI loan losses are estimated collectively for groups of loans with similar characteristics. As of
March 31, 2016
, the Company established an allowance of
$328 thousand
on
$866.8 million
of PCI loans. As of
December 31, 2015
, an allowance of
$359 thousand
was established on
$970.8 million
of PCI loans. The allowance balances for both periods were attributed mainly to the PCI CRE loans.
Deposits
The Company offers a wide variety of deposit account products to both consumer and commercial customers. The following table presents the balances for customer deposits as of the dates indicated:
March 31,
2016
December 31,
2015
Change
($ in thousands)
Amount
Percent
Core deposits:
Noninterest-bearing demand
$
9,461,568
$
8,656,805
$
804,763
9
%
Interest-bearing checking
3,434,154
3,336,293
97,861
3
%
Money market
7,638,444
6,932,962
705,482
10
%
Savings deposits
1,997,365
1,933,026
64,339
3
%
Total core deposits
22,531,531
20,859,086
1,672,445
8
%
Time deposits
6,064,716
6,616,895
(552,179
)
(8
)%
Total deposits
$
28,596,247
$
27,475,981
$
1,120,266
4
%
As of
March 31, 2016
, total deposits grew to a record
$28.60 billion
, an
increase
of
$1.12 billion
or
4%
from
$27.48 billion
as of
December 31, 2015
. Core deposits totaled
$22.53 billion
as of
March 31, 2016
, an
increase
of
$1.67 billion
or
8%
from
$20.86 billion
as of
December 31, 2015
. Core deposits grew largely due to
increase
s of
$804.8 million
or
9%
in noninterest-bearing demand deposits, and
$705.5 million
or
10%
in money market deposits accounts.
The
increase
in core deposits was offset by a
decrease
in time deposits of
$552.2 million
or
8%
to
$6.06 billion
as of
March 31, 2016
from
$6.62 billion
as of
December 31, 2015
, largely due to a decrease in public accounts greater than $100,000.
Borrowings
The Company utilizes short-term and long-term borrowings to manage its liquidity position. Borrowings include short-term and long-term FHLB advances and repurchase agreements.
During the three months ended
March 31, 2016
, the Company’s subsidiary, East West Bank (China) Limited, entered into a short-term borrowing of
$10.1 million
with an interest rate of 2.82%. The short-term borrowing will mature on March 13, 2017. FHLB advances
decrease
d by
$699.5 million
or
69%
to
$320.0 million
as of
March 31, 2016
from
$1.02 billion
as of
December 31, 2015
. The
decrease
was primarily due to the repayment of short-term FHLB advances of
$700.0 million
which matured in February 2016. As of
March 31, 2016
, FHLB advances had floating interest rates ranging from
0.68%
to
1.01%
with remaining maturities between
2.9
to
6.6
years.
Resale and repurchase agreements are reported net pursuant to ASC 210-20-45,
Balance Sheet Offsetting
. Please see
Note 4
—
Securities Purchased Under Resale Agreements And Sold Under Repurchase Agreements
to the Consolidated Financial Statements for additional details. As of
March 31, 2016
,
$250.0 million
of gross repurchase agreements were eligible for netting against resale agreements, resulting in
$200.0 million
of repurchase agreements’ balances reported. In comparison, all
$450.0 million
of gross repurchase agreements were eligible for netting against resale agreements, resulting in no repurchase agreements reported as of
December 31, 2015
. Gross repurchase agreements outstanding as of
March 31, 2016
had interest rates ranging from
2.84%
to
2.89%
and original terms between
10.0
years and
16.5
years. The remaining maturity terms of the repurchase agreements range between
6.6
and
7.4
years. Repurchase agreements are accounted for as collateralized financing transactions and recorded at the balances at which the securities were sold. The collateral for these agreements were primarily comprised of U.S. government agency and U.S. government sponsored enterprise debt and mortgage-backed securities.
66
Long-Term Debt
Long-term debt, consisting of junior subordinated debt and a term loan,
decrease
d
$5.0 million
or
2%
from
$206.1 million
as of
December 31, 2015
to
$201.1 million
as of
March 31, 2016
. The
decrease
was primarily due to the quarterly repayment of
$5.0 million
on the term loan.
The junior subordinated debt was issued in connection with the Company’s various pooled trust preferred securities offerings. Junior subordinated debt is recorded as a component of long-term debt and considers the value of the common stock issued by six wholly-owned subsidiaries that are statutory business trusts to the Company in conjunction with these transactions. The junior subordinated debt totaled
$146.1 million
as of both
March 31, 2016
and
December 31, 2015
. The junior subordinated debt had a weighted average interest rate of
2.13%
and
1.83%
for the
three months ended March 31, 2016
and
2015
, respectively, and remaining maturity terms of
18.7
years to
21.5
years as of
March 31, 2016
. Beginning in 2016, trust preferred securities no longer qualify as Tier I capital and are limited to Tier II capital for regulatory purposes, based on Basel III Capital Rules. For further discussion, see
Item 1. Business — Supervision and Regulation — Capital Requirements
of the Company’s
2015
Form 10-K.
In 2013, the Company entered into a
$100.0 million
three-year term loan agreement. The terms of the agreement were modified in 2015 to extend the term loan maturity from July 1, 2016 to December 31, 2018, where principal repayments of
$5.0 million
are due quarterly. The term loan bears interest at the rate of the three-month London Interbank Offering Rate plus 150 basis points and the weighted average interest rate was
2.15%
and
1.81%
for the three months ended
March 31, 2016
and
2015
, respectively. The outstanding balance of the term loan was
$55.0 million
and
$60.0 million
as of
March 31, 2016
and
December 31, 2015
, respectively.
Capital
The Company maintains an adequate capital base to support its anticipated asset growth, operating needs and credit risks and to ensure that East West and the Bank are in compliance with all regulatory capital guidelines. The Company engages in regular capital planning processes to optimize the use of available capital and to appropriately plan for future capital needs. The capital plan considers capital needs for the foreseeable future and allocates capital to both existing and future business activities. In addition, the Company conducts capital stress tests as part of its annual capital planning process. The stress tests enable the Company to assess the impact of adverse changes in the economy and interest rates on its capital base.
The Company’s primary source of capital is retention of its operating earnings. Retained earnings
increase
d
$78.4 million
or
4%
to
$1.95 billion
as of
March 31, 2016
, compared to
$1.87 billion
as of
December 31, 2015
. The
increase
was primarily due to net income of
$107.5 million
, reduced by
$29.1 million
of common stock dividends. Total stockholders’ equity
increase
d
$93.8 million
or
3%
to
$3.22 billion
as of
March 31, 2016
, compared to
$3.12 billion
as of
December 31, 2015
. The
increase
was primarily due to the
$78.4 million
increase
in retained earnings, as discussed earlier and
$12.9 million
increase in other comprehensive income primarily due to unrealized gains on available-for-sale securities, partially offset by the
$3.1 million
repurchase of
95,225
treasury shares related to shares withheld from employees’ vested restricted stock units for income tax withholdings.
Regulatory Capital and Ratios
The federal banking agencies have risk-based capital adequacy guidelines that are designed to reflect the degree of risk associated with a banking organization’s operations and transactions. The guidelines cover transactions that are reported on the balance sheet as well as those recorded as off-balance sheet items. In 2013, the Federal Reserve Board, FDIC, and Office of the Comptroller of the Currency issued the final Basel III Capital Rules establishing a new comprehensive capital framework for strengthening international capital standards as well as implementing certain provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). Please see
Item 1. Business — Supervision and Regulation — Capital Requirements
of the Company’s 2015 Form 10-K for additional information. The Basel III Capital Rules became effective for the Company and the Bank on January 1, 2015 (subject to phase-in periods for certain of their components).
The Basel III Capital Rules require that banking organizations maintain a minimum CET1 ratio of 4.5%, a Tier 1 capital ratio of 6.0%, and a total capital ratio of 8.0%. Beginning in 2016, the rules require banking organizations to maintain a capital conservation buffer of 2.5% above the capital minimums, phased-in over four years. When fully phased-in in 2019, the banking organizations will be required to maintain a CET1 capital ratio of at least 7.0%, a Tier 1 capital ratio of at least 8.5%, and a total capital ratio of at least 10.5% to avoid limitations on capital distributions (including common stock dividends and share repurchases) and certain discretionary incentive compensation payments.
67
The Company is committed to maintaining capital at a level sufficient to assure the Company’s stockholders, customers and regulators that the Company and the Bank are financially sound. As of March 31, 2016 and December 31, 2015, both the Company and the Bank met all capital requirements under the Basel III Capital Rules on a fully phased-in basis, and were both considered “well capitalized.” The following tables present the Company’s and the Bank’s capital ratios as of
March 31, 2016
and
December 31, 2015
under Basel III capital rules, respectively, and those required by regulatory agencies for capital adequacy and well capitalized classification purposes:
Basel III Capital Rules
March 31, 2016
December 31, 2015
Minimum Regulatory Requirements
Well Capitalized Requirements
Fully Phased-in Minimum Regulatory Requirement
Company
East West Bank
Company
East West Bank
CET1 risk-based capital
10.7
%
10.8
%
10.5
%
11.0
%
4.5
%
6.5
%
7.0
%
Tier 1 risk-based capital
10.7
%
10.8
%
10.7
%
11.0
%
6.0
%
8.0
%
8.5
%
Total risk-based capital
12.4
%
12.0
%
12.2
%
12.1
%
8.0
%
10.0
%
10.5
%
Tier 1 leverage capital
8.5
%
8.7
%
8.5
%
8.8
%
4.0
%
5.0
%
5.0
%
The growth in the Company’s balance sheet contributed to the
$308.7 million
or
1%
increase
in risk weighted assets from
$25.23 billion
as of
December 31, 2015
to
$25.54 billion
as of
March 31, 2016
. As of
March 31, 2016
, the Company’s CET1 capital, Tier 1 risk-based capital, total risk-based capital ratios and Tier 1 leverage capital ratios were
10.7%
,
10.7%
,
12.4%
and
8.5%
, respectively, well above the well-capitalized requirements of
6.5%
,
8.0%
,
10.0%
and
5.0%
, respectively.
Regulatory Matters
The Bank entered into a written agreement, dated November 9, 2015, with the Federal Reserve Bank of San Francisco (the “Written Agreement”), to correct less than satisfactory BSA and AML programs detailed in a joint examination by the Federal Reserve Bank of San Francisco (“FRB”) and the California Department of Business Oversight (“DBO”). The Bank also entered into a related Memorandum of Understanding (“MOU”) with the DBO. Please see
Item 7. MD&A — Regulatory Matters,
and Note 19
— Regulatory Requirements and Matters
to the Consolidated Financial Statements
of the Company’s 2015 Form 10-K for further details.
We believe the Bank is making progress in executing the compliance plans and programs required by the Written Agreement and MOU, although there can be no assurances that our plans and progress will be found to be satisfactory by our regulators. As a result, the Bank will continue to require significant management and third party consultant resources to comply with the Written Agreement and MOU and to address any additional findings or recommendations by the regulators. The Bank has already added significant resources to meet the monitoring and reporting obligations imposed by the Written Agreement. The Bank expects these incremental administrative and third party costs, as well as the operational restrictions imposed by the Written Agreement, to adversely affect the Bank’s results of operations.
If additional compliance issues are identified or if the regulators determine that the Bank has not satisfactorily complied with the terms of the Written Agreement, the regulators could take further actions with respect to the Bank and, if such further actions were taken, such actions could have a material adverse effect on the Bank. The operating and other conditions of the Written Agreement could lead to an increased risk of being subject to additional regulatory actions by the DBO and FRB or other government agencies, as well as additional actions resulting from future regular annual safety and soundness and compliance examinations by the federal and state regulators that downgrade the regulatory ratings of the Bank.
Off-Balance Sheet Arrangements
In the course of the Company’s business, the Company may enter into or be a party to transactions that are not recorded on the balance sheet and are considered to be off-balance sheet arrangements. Off-balance sheet arrangements are any contractual arrangements whereby an unconsolidated entity is a party, under which the Company has: (1) any obligation under a guarantee contract; (2) a retained or contingent interest in assets transferred to an unconsolidated entity or similar arrangement that serves as credit, liquidity or market risk support to that entity for such assets; (3) any obligation under certain derivative instruments; or (4) any obligation under a material variable interest held by the Company in an unconsolidated entity that provides financing, liquidity, market risk or credit risk support to the Company, or engages in leasing, hedging or research and development services with the Company.
68
As a financial service provider, the Company routinely enters into commitments to extend credit to customers, such as loan commitments, commercial letters of credit for foreign and domestic trade, SBLCs and financial guarantees. Many of these commitments to extend credit may expire without being drawn upon. The credit policies used in underwriting loans to customers are also used to extend these commitments. Under some of these contractual agreements, the Company may also have liabilities contingent upon the occurrence of certain events. The Company’s liquidity sources have been, and are expected to be, sufficient to meet the cash requirements of its lending activities. The following table presents the Company’s commitments, commercial letters of credit and SBLCs as of
March 31, 2016
:
($ in thousands)
Commitments
Outstanding
Loan commitments
$
3,859,835
Commercial letters of credit and SBLCs
$
1,254,590
A discussion of significant contractual arrangements under which the Company may be held contingently liable is included in
Note 10
—
Commitments And Contingencies
to the Consolidated Financial Statements. In addition, the Company has contractual obligations for future payments on debts, borrowings and lease obligations as detailed in
Item 7 — MD&A— Off-Balance Sheet Arrangements and Aggregate Contractual Obligations
of the Company’s
2015
Form 10-K.
Asset Liability and Market Risk Management
Liquidity
Liquidity refers to the Company’s ability to meet its contractual and contingent financial obligations, on or off-balance sheet, as they become due. The Company’s primary liquidity management objective is to provide sufficient funding for its businesses throughout market cycles and be able to manage both expected and unexpected cash flows needs and requirements without adversely impacting the financial health of the Company. To achieve this objective, the Company analyzes its liquidity risk, maintains readily available liquid assets and accesses diverse funding sources including its stable core deposit base. The Company’s Asset/Liability Committee (“ALCO”) sets the liquidity guidelines that govern the day-to-day active management of the Company’s liquidity position. The ALCO regularly monitors the Company’s liquidity status and related management process, and provides regular reports to the Board of Directors (the “Board”).
The Company maintains liquidity in the form of cash and cash equivalents, short-term investments and available-for-sale investment securities. These assets totaled
$5.78 billion
and
$5.43 billion
as of
March 31, 2016
and
December 31, 2015
, respectively, accounting for
17%
of total assets for both periods. Traditional forms of funding such as deposits and borrowings augment these liquid assets. Total deposits amounted to
$28.60 billion
as of
March 31, 2016
, compared to
$27.48 billion
as of
December 31, 2015
, of which core deposits comprised
79%
and
76%
of total deposits as of
March 31, 2016
and
December 31, 2015
, respectively. As a means of augmenting the Company’s liquidity, the Company maintains available borrowing capacity under secured borrowing lines with the FHLB of San Francisco and the Federal Reserve Bank, unsecured federal funds’ lines of credit with various correspondent banks for purchase of overnight funds, and several master repurchase agreements with major brokerage companies. The Company’s available borrowing capacity with the FHLB of San Francisco and Federal Reserve Bank was
$5.34 billion
and
$3.11 billion
, respectively, as of
March 31, 2016
. The Bank’s unsecured federal funds’ lines of credit, subject to availability, were
$683.0 million
with correspondent banks. The Company believes that its liquidity sources are sufficient to meet all reasonable foreseeable short-term and intermediate-term needs.
During the
three months ended March 31, 2016
and
2015
, the Company experienced net cash inflows from operating activities of
$183.6 million
and
$125.5 million
, respectively. Though net income increased $7.5 million comparing the three months ended March 31, 2016 and 2015, net cash flow from operating activities increased
$58.0 million
. The difference between net income and net cash from operating activities was primarily due to a
$31.5 million
increase in accrued expenses and other liabilities and a
$20.3 million
increase
in non-cash charges that contributed to a reduction in net income.
Net cash provided by investing activities totaled
$330.5 million
during the
three months ended March 31, 2016
compared to net cash used in investing activities of
$397.3 million
during the
three months ended March 31, 2015
. The
$727.8 million
increase
in net cash provided by investing activities during the
three months ended March 31, 2016
compared to the same period last year, was primarily due to
$785.7 million
and
$425.0 million
increases in net cash inflows from available-for-sale investment securities and resale agreements, respectively, partially offset by a
$477.3 million
decrease in net cash inflows from loans held-for-investment.
69
During the
three months ended March 31, 2016
and
2015
, the Company experienced net cash inflows from financing activities of
$389.8 million
and
$1.12 billion
, respectively. The
$728.2 million
decrease in net cash inflow from financing activities for the
three months ended March 31, 2016
compared to the same period last year, was primarily due to the
$700.0 million
repayment of short-term FHLB advances during the
three months ended March 31, 2016
.
As of
March 31, 2016
, the Company is not aware of any trends, events or uncertainties that had or were reasonably likely to have a material effect on its liquidity position. Furthermore, the Company is not aware of any material commitments for capital expenditures in the foreseeable future.
East West’s liquidity has historically been dependent on the payment of cash dividends by its subsidiary, East West Bank, subject to applicable statutes, regulations and special approval. The Bank paid total dividends of
$100.0 million
to East West during the
three months ended March 31, 2016
and no dividend was paid for the
three months ended March 31, 2015
. Also, in
April 2016
, the Board declared a quarterly cash dividend of
$0.20
per share for the Company’s common stock payable on
May 16, 2016
to stockholders of record as of
May 4, 2016
.
Interest Rate Risk Management
Interest rate risk results primarily from the Company’s traditional banking activities of gathering deposits and extending loans, and is the primary market risk for the Company. Economic and financial conditions, movements in interest rates and consumer preferences affect the difference between the interest the Company earns on interest-earning assets and pays on interest-bearing liabilities, and the level of the noninterest-bearing funding sources. In addition, changes in interest rate can influence the rate of principal prepayments on loans and speed of deposit withdrawals. Due to the pricing term mismatches and embedded options inherent in certain products, changes in market interest rates not only affect expected near-term earnings, but also the economic value of these interest-earning assets and interest-bearing liabilities. Other market risks include foreign currency exchange risk and equity price risk. These risks are not considered significant to the Company’s interest rate risk and no separate quantitative information concerning these risks is presented herein.
With oversight by the Company’s Board, the ALCO coordinates the overall management of the Company’s interest rate risk. The ALCO meets regularly and is responsible for reviewing the Company’s open market positions and establishing policies to monitor and limit exposure to market risk. Management of interest rate risk is carried out primarily through strategies involving the Company’s investment securities portfolio, loan portfolio, available funding channels and capital market activities. In addition, the Company’s policies permit the use of off-balance sheet derivative instruments to assist in managing interest rate risk.
The interest rate risk exposure is measured and monitored through various risk management tools which include a simulation model that performs interest rate sensitivity analysis under multiple scenarios. The model includes the Company’s loan, customer deposit, investment securities and borrowing portfolios, including the repurchase and resale agreements. The financial instruments from the Company’s domestic and foreign operations, forecasted noninterest income and noninterest expense items are also incorporated in the simulation. The interest rate scenarios simulated include an instantaneous parallel shift and non-parallel shift in the yield curve. In addition, the Company also performs various simulations using alternative interest rate scenarios. The alternative interest rate scenarios include yield curve flattening, yield curve steepening, and yield curve inverting. In order to apply the assumed interest rate environment, adjustments are made to reflect the shift in the U.S. Treasury and other appropriate yield curves. The Company incorporates both a static balance sheet and a forward growth balance sheet in order to perform these evaluations. Results of these various simulations are used to formulate and gauge strategies to achieve a desired risk profile within the Company’s capital and liquidity guidelines.
The simulation model is based on the actual maturity and re-pricing characteristics of the Company’s interest-rate sensitive assets, liabilities and related derivative contracts. The modeled results are highly sensitive to the deposit decay assumptions used for deposits that do not have specific maturities. The Company uses historical regression analysis of the Company’s internal deposit data as a guide to set these deposit decay assumptions. In addition, the model is also highly sensitive to certain assumptions on the correlation of the change in interest rates paid on non-maturity deposits to changes in benchmark market interest rates, commonly referred to as deposit beta assumptions. These deposit beta assumptions are based on the Company’s historical experience. The model is also sensitive to the loan and investment prepayment assumption. This assumption, which relates to anticipated prepayments under different interest rate environments, is based on an independent model, as well as the Company’s historical prepayment experiences.
70
Existing investment securities, loans, customer deposits and borrowings are assumed to roll into new instruments at a similar spread relative to benchmark interest rates and internal pricing guidelines. The assumptions applied in the model are documented and supported for reasonableness. Changes to key model assumptions are reviewed by the ALCO. Due to the sensitivity of the model results to some of the assumptions noted above, the Company performs periodic testing to assess the impact of those assumptions as well as to make appropriate calibrations to the assumptions, when necessary. These scenarios do not reflect strategies that management could employ to limit the impact as interest rate expectations change. The simulation results are highly dependent on these assumptions. To the extent actual behavior is different from the assumptions in the models, there could be a change in interest rate sensitivity.
The following table presents the Company’s net interest income and economic value of equity (“EVE”) sensitivity at
March 31, 2016
and
December 31, 2015
related to an instantaneous and sustained non-parallel shift in market interest rates of 100 and 200 basis points in both directions. Between March 31, 2016 and December 31, 2015, the Bank’s core deposits increased by $1.67 billion or 8% from $20.86 billion as of December 31, 2015. Since a significant portion of these deposit increases were short term in nature the Bank was only able to deploy these funds in short term interest-bearing cash deposits. Approximately $696.0 million of these deposits were identified as short term deposits that have since been withdrawn during April 2016. In an effort to provide a more accurate simulation of the volatility inherent in the Bank’s portfolio, the deposit balances were adjusted by $696.0 million with the offset to interest-bearing cash deposits. The result of the simulation is provided in the table below:
Change in Interest Rates
(Basis Points)
Net Interest Income
Volatility
(1)
EVE
Volatility
(2)
March 31, 2016
December 31, 2015
March 31, 2016
December 31, 2015
+200
21.9
%
18.5
%
11.0
%
9.8
%
+100
11.4
%
9.6
%
6.0
%
5.3
%
-100
(4.2
)%
(4.0
)%
(4.2
)%
(4.2
)%
-200
(4.5
)%
(4.6
)%
(8.7
)%
(6.9
)%
(1)
The percentage change represents net interest income over 12 months in a stable interest rate environment versus net interest income in the various rate scenarios.
(2)
The percentage change represents net portfolio value of the Company in a stable interest rate environment versus net portfolio value in the various rate scenarios.
Twelve-Month Net Interest Income Simulation
The Company’s estimated twelve-month net interest income sensitivity increased at
March 31, 2016
, compared to
December 31, 2015
, for both upward interest rate scenarios. In a simulated downward interest rate scenario, sensitivity remained relatively unchanged overall for both downward interest rate scenarios, mainly due to rates being at or near the floor rate in the current rate environment. The increase in sensitivity between
March 31, 2016
and
December 31, 2015
was primarily due to the increase in core deposits. Even after factoring in the deposit adjustment of $696.0 million, the Bank still experienced a material increase in these deposits. This increase of short term deposits during the quarter caused the portfolio to become more sensitive, since these deposits are either noninterest bearing demand deposits or have a low deposit beta.
Under most rising interest rate environments, the Company would expect some customers to move balances in demand deposits into higher interest-bearing deposits such as money market, savings, or time deposits. The models are particularly sensitive to the assumption about the rate of such migration. The following table presents the Company’s net interest income sensitivity as of
March 31, 2016
for the +100 and +200 interest rate scenarios assuming a $1.00 billion, $2.00 billion and $3.00 billion demand deposit migration:
Change in Interest Rates
(Basis Points)
Net Interest Income Volatility
$1.00 Billion Migration
12 Months
$2.00 Billion Migration
12 Months
$3.00 Billion Migration
12 Months
+200
19.0
%
16.0
%
13.0
%
+100
9.5
%
7.6
%
5.7
%
71
EVE
at Risk
The Company’s EVE sensitivity increased as of
March 31, 2016
, compared to
December 31, 2015
, for both upward interest rate scenarios. In the simulated downward interest rate scenarios, sensitivity increased for the down 200 basis point interest rate scenario. Overall, sensitivity in the downward interest rate scenarios remained relatively flat at
(4.2)%
and
(8.7)%
of the base level as of
March 31, 2016
in declining rate scenarios of 100 and 200 basis points, respectively. As of
March 31, 2016
and
December 31, 2015
, the Company showed a slight increase in its sensitivity in a downward 200 basis points change in interest rates and its sensitivity was unchanged in a downward 100 basis points change. The change in sensitivity between
March 31, 2016
and
December 31, 2015
was primarily due to temporary changes in the balance sheet mix.
The Company’s net interest income and EVE profile as of
March 31, 2016
, as set forth in the net interest income and EVE tables above, reflects an asset sensitive net interest income position and an asset sensitive EVE position. The Company is naturally asset sensitive due to its large portfolio of rate-sensitive loans that are funded in part by noninterest-bearing and rate-stable core deposits. As a result, if there are no significant changes in the mix of assets and liabilities, net interest income increases when interest rates increase and decreases when interest rates decrease. As of
March 31, 2016
, the federal funds target rate was at a range of 0.25% to 0.50% which was unchanged from the range as of
December 31, 2015
. Further declines in interest rates are not expected to significantly reduce earning asset yield or liability costs, nor have a meaningful impact on net interest income. Given the uncertainty of the magnitude, timing and direction of future interest rate movements and the shape of the yield curve, actual results may vary from those predicted by the Company’s model.
Derivatives
It is the Company’s policy not to speculate on the future direction of interest rates or foreign currency exchange rates. However, the Company will, from time to time, enter into derivatives transactions in order to reduce its exposure to market risks, including interest rate risk and foreign currency risk. The Company believes these transactions, when properly structured and managed, may provide a hedge against inherent risk in assets or liabilities and against risk in specific transactions. Hedging transactions may be implemented using swaps, caps, floors, financial futures, forwards and options. Prior to entering into any hedging activities, the Company analyzes the costs and benefits of the hedge in comparison to alternative strategies.
As of
March 31, 2016
and
December 31, 2015
, the Company had cancellable interest rate swaps with original terms between 20 and 25 years. The objective of these interest rate swap contracts, which were designated as fair value hedges, was to obtain low-cost floating rate funding on the Company’s brokered certificates of deposit. As of
March 31, 2016
and
December 31, 2015
, the swap contracts called for the Company to receive a fixed interest rate and pay a variable interest rate. As of
March 31, 2016
and
December 31, 2015
, the notional amounts of the Company’s brokered certificates of deposit interest rate swaps were
$73.5 million
and
$112.9 million
, respectively. The fair values were a
$1.0 million
liability and a
$5.2 million
liability as of
March 31, 2016
and
December 31, 2015
, respectively. This decrease was primarily due to
$39.4 million
notional amounts of interest rate swaps on certificates of deposit called during the three months ended March 31, 2016.
The Company also offers various interest rate derivative products to clients. When derivative transactions are executed with clients, the derivative contracts are offset by paired trades with registered swap dealers. These contracts allow borrowers to lock in attractive intermediate and long term fixed rate financing while not increasing the interest rate risk to the Company. These transactions are not linked to specific Company assets or liabilities in the Consolidated Balance Sheets or to forecasted transactions in a hedge relationship and, therefore, are economic hedges and hedge accounting does not apply. The contracts are marked to market each reporting period with changes in fair value recorded as part of
Noninterest income
in the Consolidated Statements of Income. Fair values are determined from verifiable third-party sources that have considerable experience with derivative markets. The Company provides data to the third party source for purposes of calculating the credit valuation component of the fair value measurement of client derivative contracts. As of
March 31, 2016
and
December 31, 2015
, the Company had entered into derivative contracts with clients and offsetting derivative contracts with counterparties having a notional balance totaling
$6.69 billion
and
$6.49 billion
, respectively. Since these contracts are primarily back-to-back interest rate swaps, the Company’s net exposures as of
March 31, 2016
and
December 31, 2015
to interest rate derivative contracts were
$821 thousand
and
$110 thousand
liability, respectively.
72
The Company enters into foreign exchange contracts with its clients and counterparty banks primarily for the purpose of allowing its clients to hedge transactions in foreign currencies from fluctuations in foreign exchange rates and also to allow the Company to economically hedge against foreign exchange fluctuations in certain certificates of deposit and loans that it offers to its customers that are denominated in foreign currencies. These transactions are economic hedges and the Company does not apply hedge accounting. The Company’s policies also permit taking proprietary currency positions within approved limits, in compliance with the proprietary trading exemption provided under Section 619 of the Dodd-Frank Act. The Company does not speculate in the foreign exchange markets, and actively manages its foreign exchange exposures within prescribed risk limits and defined controls. As of
March 31, 2016
and
December 31, 2015
, the Company’s outstanding foreign exchange contracts that were not designated as hedging instruments, totaled
$724.9 million
and
$653.0 million
, respectively. The fair values of the foreign exchange contracts, included in
Other assets
and
Accrued expenses and other liabilities
in the Consolidated Balance Sheets, totaled
$8.8 million
and
$6.2 million
, respectively, as of
March 31, 2016
and
$10.3 million
and
$9.4 million
, respectively, as of
December 31, 2015
.
As of
March 31, 2016
and
December 31, 2015
, the Company had two foreign exchange contracts, which were designated as net investment hedges to mitigate the risk of adverse changes in the U.S. Dollar (“USD”) - Chinese Renminbi (“RMB”) exchange rate to hedge a portion of the Company’s net investment in its subsidiary, East West Bank (China) Limited. As of
March 31, 2016
and
December 31, 2015
, the Company’s currency hedge had a notional value of
560.0 million
RMB
or
85.5 million
USD equivalent and a
560.0 million
RMB
or
86.6 million
USD equivalent, respectively. The fair value was a $
430 thousand
liability and $2.4 million asset of March 31, 2016 and December 31, 2015, respectively. As of March 31, 2016, the contracts have a weighted average strike price of
6.5535
RMB
to USD and expire in
September 2016
.
Additional information on the Company’s derivatives is presented in
Note 1
—
Summary of Significant Accounting Policies
to the Consolidated Financial Statements of the Company’s
2015
Form 10-K
,
Note 3
—
Fair Value Measurement And Fair Value Of Financial Instruments
and
Note 6
—
Derivatives
to the Consolidated Financial Statements.
Critical Accounting Policies and Estimates
Our significant accounting policies (see
Note 1
—
Summary of Significant Accounting Policies
to the Consolidated Financial Statements and
Item 7. MD&A
—
Critical Accounting Policies and Estimates
of the Company’s
2015
Form 10-K) are fundamental to understanding our MD&A. A portion of the Company’s significant accounting polices require the use of estimates and assumptions that may affect the value of the Company’s assets or liabilities and financial results. In addition, certain accounting policies require significant judgment in applying complex accounting principles to individual transactions to determine the most appropriate treatment. There are procedures and processes in place to facilitate the application of such judgments. Changes in underlying factors, assumptions or estimates could have a material impact on the Company’s future financial condition and results of operations. The following is a list of the more judgmental and complex accounting estimates and principles:
•
fair value of financial instruments;
•
available-for-sale investment securities;
•
PCI loans;
•
allowance for credit losses;
•
goodwill impairment; and
•
income taxes.
Recently Issued Accounting Standards
For detailed discussion and disclosure on new accounting pronouncements adopted and recent accounting standards, please see
Note 2
—
Current Accounting Developments
to the Consolidated Financial Statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
For quantitative and qualitative disclosures regarding market risk in the Company’s portfolio, please see Item 1. Consolidated Financial Statements
—
Note 6
—
Derivatives
and
Item 2. MD&A — Asset Liability and Market Risk Management
in Part I of this report.
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ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
As of
March 31, 2016
, pursuant to Rule 13a-15(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company conducted an evaluation, under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act). Based upon that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of
March 31, 2016
.
The Company’s disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports that the Company 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 U.S. Securities and Exchange Commission. The Company’s disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that the Company files under the Exchange Act is accumulated and communicated to the Company’s management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Change in Internal Control over Financial Reporting
There has been no change in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during the
quarter
ended
March 31, 2016
, that has materially affected or is reasonably likely to materially affect the Company’s internal control over financial reporting.
PART II — OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Please see Litigation in
Note 10
—
Commitments and Contingencies
in Part I of this report, which is incorporated herein by reference.
ITEM 1A. RISK FACTORS
The Company’s
2015
Form 10-K contains disclosure regarding the risks and uncertainties related to the Company’s business under the heading “Item 1A. Risk Factors.” There has been no material change to the Company’s risk factors as presented in the Company’s
2015
Form 10-K.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
There were no unregistered sales of equity securities or repurchase activities during the
three months ended March 31, 2016
.
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ITEM 6. EXHIBITS
The following exhibit index lists Exhibits filed, or in the case of Exhibits 32.1 and 32.2, furnished with this report:
Exhibit No.
Exhibit Description
31.1
Chief Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
Chief Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1
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.
32.2
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.
101.INS
XBRL Instance Document.
101.SCH
XBRL Taxonomy Extension Schema Document.
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB
XBRL Taxonomy Extension Label Linkbase Document.
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document.
All other material referenced in this report which is required to be filed as an exhibit hereto has previously been submitted.
75
Glossary of Acronyms
ALCO
Asset/Liability Committee
AML
Anti-money laundering
AOCI
Accumulated other comprehensive loss
ARM
Adjustable rate mortgage
ASC
Accounting Standards Codification
ASU
Accounting Standards Update
BSA
Bank Secrecy Act
C&I
Commercial and industrial
CET1
Common equity tier 1
CRA
Community Reinvestment Act
CRE
Commercial real estate
DBO
California Department of Business Oversight
EPS
Earnings per share
EVE
Economic value of equity
FASB
Financial Accounting Standards Board
FDIC
Federal Deposit Insurance Corporation
FHLB
Federal Home Loan Bank
FRB
Federal Reserve Bank of San Francisco
HELOCs
Home equity lines of credit
LOCOM
Lower of cost or market
MD&A
Management’s Discussion and Analysis of Financial Condition and Results of Operations
MOU
Memorandum of Understanding
Non-PCI
Non-purchased credit impaired
OREO
Other real estate owned
OTTI
Other-than-temporary impairment
PCI
Purchased credit impaired
RMB
Chinese Renminbi
RPAs
Credit risk participation agreements
RSAs
Restricted stock awards
RSUs
Restricted stock units
SBLCs
Standby letters of credit
SEC
U.S. Securities and Exchange Commission
TDRs
Troubled debt restructurings
U.S. GAAP
United States Generally Accepted Accounting Principles
UCB
United Commercial Bank
USD
U.S. Dollar
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated:
May 6, 2016
EAST WEST BANCORP INC.
(Registrant)
By
/s/ IRENE H. OH
Irene H. Oh
Executive Vice President and
Chief Financial Officer
77