UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
For the transition period from _____________ to _____________
NARA BANCORP, INC.
(213) 639-1700
Nara Bank, N.A.
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 [ ]
As of September 30, 2002, there were 5,360,365 outstanding shares of the issuers Common Stock, $0.001 par value.
TABLE OF CONTENTS
Table of Contents
PART IFINANCIAL INFORMATION
Item 1. Financial Statements
CONSOLIDATED STATEMENTS OF INCOMEFor the three months and nine months ended September 30, 2002 and 2001(Unaudited)
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITYNINE MONTHS ENDED SEPTEMBER 30, 2002(Unaudited)
DISCLOSURE OF RECLASSIFICATION AMOUNT FOR NINE MONTHS ENDED SEPTEMBER 30, 2002
CONSOLIDATED STATEMENTS OF CASH FLOWSNINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001(Unaudited)
Notes to Consolidated Financial Statements
1. Nara Bancorp Inc.
2. Basis of Presentation
3. Dividends
4. Earnings Per Share
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The following tale shows how we computed basic and diluted earnings per share at September 30, 2002 and 2001.
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5. Trust Preferred
6. Goodwill and Other Intangible Assets
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the nine months ended September 30, 2002. Estimated amortization expense for intangible assets for the remainder of 2002 and the five succeeding fiscal years follows:
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7. Recent Accounting Pronouncements
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the date of an entitys commitment to an exit plan. SFAS No. 146 also establishes that the liability should initially be measured and recorded at fair value. We will adopt the provisions of SFAS No. 146 for exit or disposal activities that are initiated after December 31, 2002.
8. Commitments and Contingencies
Commitments at September 30, 2002 are summarized as follows:
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9. Stock Repurchase
10. Derivative Financial Instruments and Hedging Activities
Interest rate swaps information at September 30, 2002 are summarized as follows:
Consistent with our on-going asset and liability management strategy, on October 9, 2002, we entered into three additional interest rate swaps, each with $20 million notional values, that qualify as cash flow hedges. Under the swap agreements, we receive a fixed rate (6.09%, 6.58%,
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and 7.03%) and pay a floating rate (based on H.15 Prime). We pledged to the counterparty as collateral commercial loans with a book value of $700,000.
11. Business Segments
Our management utilizes an internal reporting system to measure the performance of our various operating segments. We have identified three principal operating segments for purposes of management reporting: banking operation, trade finance (TFS), and small business administration (SBA). Information related to our remaining centralized functions and eliminations of intersegment amounts have been aggregated and included in banking operation. Although all three operating segments offer financial products and services, they are managed separately based on each segments strategic focus. The banking operation segment focuses primarily on commercial and consumer lending and deposit operations throughout our branch network. The TFS segment allows our import/export customers to handle their international transactions. Trade finance products include the issuance and collection of letters of credit, international collection, and import/export financing. The SBA segment provides our customers with the U.S. SBA guaranteed lending program.
Operating segment results are based on our internal management reporting process, which reflects assignments and allocations of capital, certain operating and administrative costs and the provision for loan losses. Net interest income is based on our 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. We allocate indirect costs, including overhead expense, to the various segments based on several factors, including, but not limited to, full-time equivalent employees, loan volume and deposit volume. We allocate the provision for credit losses based on new loan originations for the period. We evaluate overall performance based on profit or loss from operations before income taxes not including nonrecurring gains and losses.
Future changes in our management structure or reporting methodologies may result in changes in the measurement of operating segment results. Results for prior periods have been restated for comparability for changes in management structure or reporting methodologies.
The following tables present the operating results and other key financial measures for the individual operating segments for the three and nine months ended September 30, 2002 and 2001.
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12. Recent Development
On September 26, 2002, we entered into an agreement between Nara Bank and the Industrial Bank of Korea New York Bank for the assumption by Nara Bank of approximately $58 million of Industrial Bank of Korea New York Branchs FDIC- insured deposits, as well as the acquisition of certain loans totaling approximately $1 million. The assumption of the deposits and the acquisition of the loans are part of Nara Banks ongoing growth strategy and plans to strengthen its relationships within the communities it serves. The completion of the transaction is subject to regulatory approval and customary closing conditions, and is expected to be completed in the fourth quarter of 2002.
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The following is managements discussion and analysis of the major factors that influenced our consolidated results of operations and financial condition for the quarter and nine months ended September 30, 2002. This analysis should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2001 and with the unaudited consolidated financial statements and notes as set forth in this report.
GENERAL
Selected Financial Data
The following table sets forth certain selected financial data concerning the periods indicated:
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* Includes the loan held for sale in the amount of $5,002,735 and $3,281,250 at September 30, 2002 and 2001, respectively, and average balance of $4,308,776 and $1,397,886 for the nine months ended September 30, 2002 and 2001, respectively.
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Forward-Looking Information
RESULTS OF OPERATIONS
Overview
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Net Interest Income
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Provision for Loan Losses
Non-interest Income
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amortization income of $331,000 during the third quarter of 2001, which was discontinued effective January 1, 2002 due to a change in accounting principle. Gains on sale of SBA loans for the third quarter of 2002 were $1.2 million, compared to $400,000 for the corresponding quarter of 2001. Service charges on deposits increased approximately $300,000 or 21.4% to $1.7 million for the third quarter of 2002, from $1.4 million for the corresponding quarter of 2001. This was due to an increase in demand deposits and an increase in fees on certain items effective July of 2002. Other charges and fees also increased approximately $300,000 or 21.4% to $1.7 million for the third quarter of 2002, from $1.4 million for the corresponding quarter of 2001. This was also due to increase in deposit and loan activities during the third quarter of 2002.
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Non-interest Expense
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Salaries and employee benefits expenses for the nine months of 2002 increased $1.5 million or 13.6% to $12.5 million from $11.0 million for the corresponding period of 2001. Net occupancy and furniture and equipment expenses also increased $477,000 or 12.5% to $4.3 million for the nine months of 2002 from $3.8 million for the corresponding period of 2001. These increases were the result of our internal expansion, as mentioned above. The increase in advertising and marketing-related expenses is mainly related to the television advertisements also mentioned above. Our loan referral fees also increased $369,000 or 126.4%, to $661,000 for the nine months of 2002 from $292,000 for the corresponding period of 2001, primarily due to an increase in loan originations, especially SBA loans.
The summary of our non-interest expenses is illustrated below:
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Provision for Income Taxes
The provision for income taxes was $2.0 million and $1.5 million on income before taxes and cumulative effect of a change in accounting principle of $5.1 million and $4.0 million for the three months ended September 30, 2002 and 2001, respectively. The provision for income taxes was $4.8 million and $5.4 million on income before taxes and cumulative effect of a change in accounting principle of $12.9 million and $14.1 million for the nine months ended September 30, 2002 and 2001, respectively. The effective tax rate for the nine months ended September 30, 2002 was 36.9%, compared with 38.6% for the nine months ended September 30, 2001. This reduction results primarily from a $210,000 tax benefit resulting from a California State tax law change in which one-half of the cumulative loan losses through December 31, 2001 taken for income tax purposes were forgiven, and tax-exempt investment securities. We have recorded this benefit as a permanent difference in calculating our tax provision. The current portfolio of tax-exempt investment securities at September 30, 2002 was $39.4 million with an average yield of 5.0%.
Financial Condition
At September 30, 2002, our total assets were $832.9 million, an increase of $153.5 million or 22.6%, from $679.4 million at December 31, 2001. The growth resulted primarily from increases in interest- earning assets.
Investment Securities Portfolio
We classify our securities as held-to-maturity or available-for-sale under SFAS No.115. Those securities that we have the ability and intent to hold to maturity are classified as held-to-maturity securities. All other securities are classified as available-for-sale. We owned no trading securities at September 30, 2002. Securities that are held to maturity are stated at cost,
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adjusted for amortization of premiums and accretion of discounts. Securities that are available for sale are stated at fair value. The securities we currently hold are government-sponsored agency bonds, corporate bonds, collateralized mortgage obligations, U.S. government agency preferred stocks, and municipal bonds.
As of September 30, 2002, we had $2.8 million of held-to-maturity securities and $84.2 million of available-for-sale securities, compared to $4.3 million and $65.1 million at December 31, 2001, respectively. The total net unrealized gain on the available-for sale securities at September 30, 2002 was $1.9 million, compared to net unrealized gain of $558,000 at December 31, 2001. During the first nine months of 2002, we purchased a total of $77.9 million in available-for-sale securities and sold $38.3 million and recognized total gross gains of $1.2 million and loss of $205,000 from the sales.
Securities with an amortized cost of $2.5 million were pledged to secure public deposits and for other purposes as required or permitted by law at September 30, 2002. Securities with an amortized cost of $22.9 million and $38.6 million were pledged to FHLB of San Francisco and State of California Treasurers Office, respectively, at September 30, 2002.
The following table summarizes the book value, market value and distribution of our investment securities portfolio as of dates indicated:
Investment Portfolio
The amortized cost and the yield of investment securities as of September 30, 2002, by contractual maturity, are shown below. Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
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Investment Maturities and Repricing Schedule
Loan Portfolio
We carry all loans (except for certain SBA loans held-for-sale) at face amount, less payments collected, net of deferred loan origination fees and the allowance for possible loan losses. SBA loans held-for-sale are carried at the lower of cost or market. Interest on all loans is accrued daily on a simple interest basis. Once a loan is placed on non-accrual status, accrual of interest is discontinued and previously accrued interest is reversed. Loans are placed on a non-accrual status when principal and interest on a loan is past due 90 days or more, unless a loan is both well-secured and in process of collection.
As of September 30, 2002, our gross loans (net of unearned fees), including loans held for sale, increased by $159.5 million or 31.3% to $668.4 million from $508.9 million at December 31, 2001. The commercial loans, which include domestic commercial, international trade finance, SBA loans, and equipment leasing, at September 30, 2002 increased by $36.3 million or 13.7% to $300.6 million from $264.3 million at December 31, 2001. Real estate and construction loans increased by $112.8 million or 56.8% to $311.4 million from $198.6 million at December 31, 2001. There has been an increase in demand for real estate loans during the past months since the interest rate remains at a 40 year low.
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The following table illustrates our loan portfolio by amount and percentage of gross loans in each major loan category at the dates indicated:
* Includes loans held for sale of $5,002,735 at September 30, 2002 and $3,657,842 at December 31, 2001.
We do not normally extend lines of credit and make loan commitments to business customers for periods in excess of one year. We use the same credit policies in making commitments and conditional obligations as we do for extending loan facilities to our customers. We perform annual reviews of such commitments prior to the renewal. The following table shows our loan commitments and letters of credit outstanding at the dates indicated:
At September 30, 2002, our nonperforming assets (nonaccrual loans, loans 90 days or more past due and still accruing interest, restructured loans, and other real estate owned) were $2.1 million, which represented an increase of $300,000 or 16.67% from $1.8 million at December 31, 2001. As of September 30, 2002, a total of $870,000 loans were restructured. At September 31, 2002, nonperforming assets to total assets was 0.25%, compared to 0.26% at December 31, 2001. The nonperforming loans were $1.2 million, which represented a decrease of approximately $600,000 or 33.3% from $1.8 million at December 31, 2001. At September 30, 2002, nonperforming loans to total gross loans was 0.18%, compared to 0.35% at December 31, 2001.
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The following table illustrates the composition of our nonperforming assets as of the dates indicated.
Allowance for Loan Losses
The allowance for loan losses represents the amounts that we have set aside for the specific purpose of absorbing losses that may occur in our loan portfolio. The provision for loan losses is an expense charged against operating income and added to the allowance for loan losses. Actual loan losses or recoveries are charged or credited, respectively, directly to the allowance for loan losses.
We continue to carefully monitor the allowance of loan losses in relation to the size of our loan portfolio and known risks or problem loans. Central to our credit risk management is our credit risk rating system. Both internal, contracted external, and regulatory credit reviews are used to determine and validate loan risk grades. Our credit review system takes into consideration factors such as: borrowers background and experience; historical and current financial condition; credit history and payment performance; industry and the economy; type, market value, and volatility of market value of collateral, and our lien position; and the financial strength of guarantors.
We use three different methodologies to determine the adequacy of the Allowance: (1) the Migration Analysis; (2) the Reasonableness Test; and (3) the Specific Allocation method.
The Migration Analysis is a formula method based on our actual historical net charge-off experience for each loan type pools and undisbursed commitments graded Pass (less cash secured loans), Special Mention, Substandard, and Doubtful.
We use an eight-quarter rolling average of historical losses detailing charge-offs, recoveries, and loan type pool balances to determine the estimated credit losses for non-classified and classified loans. Also, in order to reflect the impact of recent events, the eight-quarter rolling average has been weighted. The most recent four quarters have been assigned a 60% weighted average and the older four quarters have been assigned a 40% weighted average.
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However, if information exists to warrant adjustment to the Migration Analysis, we make the changes in accordance with the established parameters supported by narrative and/or statistical analysis. Our Credit Risk Matrix and the seven possible scenarios enable us to adjust the Migration Analysis as much as 50 basis points in either direction (positive or negative) for each loan type pool.
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* Total loans are net of unearned fees
Deposits and Other Borrowings
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In October of 2000, we established a borrowing line with the FHLB of San Francisco. Advances may be obtained from the FHLB of San Francisco to supplement our supply of lendable funds. Advances from the FHLB of San Francisco are typically secured by a pledge of mortgage loan and/or securities, with a market value at least equal to outstanding advances plus investment in FHLB stocks. The following table shows our outstanding borrowings from FHLB at September 30, 2002.
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guaranteed by Nara Bancorp to the extent the trusts have funds available thereof. The obligation of Nara Bancorp under the guarantees and the Junior Subordinated Debentures are subordinate and junior in right of payment to all indebtedness of Nara Bancorp and are structurally subordinated to all liabilities and obligations of Nara Bancorps subsidiaries. The table below summarizes the outstanding Junior Subordinated Debentures issued by each special purpose trust and the debentures issued by Nara Bancorp to each trust as of September 30, 2002.
Stockholders Equity and Regulatory Capital
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Regulatory Issues Consent Order
On February 20, 2002, Nara Bank and its Board of Directors signed a Stipulation and Consent to the Issuance of a Consent Order (the Consent Order) with the Office of the Comptroller of the Currency (the OCC). Nara Bank, without admitting to any allegations, entered into the Consent Order in connection with alleged deficiencies relating to the lack of sufficient internal controls, procedures and inadequate compliance with the Bank Secrecy Act. Failure to comply with a consent order permits the OCC to take various actions, including assessing civil monetary penalties or initiating termination of insurance proceedings, either of which, if taken against Nara Bank, would materially and adversely affect or render it impossible for us to continue our business and operations. In May 2002, the OCC completed a preliminary examination of Nara Bank to evaluate its progress in complying with the Consent Order. Although Nara Bank had not yet fully complied with the Consent Order, Management is taking all necessary steps to comply with the Consent Order, the Bank Secrecy Act and anti-money laundering regulations and anticipates being in full compliance with the Consent Order before the OCCs re-evaluation, which is expected before the end of this year.
Item 3. Quantitative and qualitative disclosures about market risk
General
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Liquidity and Interest Rate Sensitivity
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The Asset Liability Committee meets monthly to monitor the interest rate risk, the sensitivity of our assets and liabilities to those interest rate changes, investment activities and direct changes in the composition of the balance sheet. The Asset Liability Committee is also authorized to utilize a wide variety of off-balance sheet financial techniques to assist in the management of interest rate risk. We have used derivative instruments, primarily interest rate swaps as part of our management of asset and liability positions in connection with our overall goal of minimizing the impact of interest rate fluctuations on our net interest margin or equity. These contracts are entered into for purposes of reducing our interest rate risk and not for trading purposes. At September 30, 2002, we had two interest rate swaps maturing on April 29, 2005 and April 30, 2007 with a notional value of $20 million each for a total of $40 million. On September 30, 2002 the fair value of the swaps was $2.2 million.
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Item 4. Controls and Procedures
Limitations on the Effectiveness of Controls: We do not expect that our disclosure controls or our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
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PART II.
OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities and Use of Proceeds
Item 3. Defaults upon Senior Securities
Item 4. Submission of Matters to a vote of Security Holders
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Item 5. Other information
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
(b) Reports on Form 8-K
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SIGNATURES
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.
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CERTIFICATION
I, Benjamin Hong, certify that:
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I, Bon T. Goo, certify that:
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INDEX TO EXHIBITS
* Filed herein
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