HOPE BANCORP INC
For the period ended Dec 31, 2023. Filed Feb 28, 2024.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Feb 28, 2024
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Note
- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations—Hope Bancorp, Inc. (“Hope Bancorp” on a parent-only basis and the “Company” on a consolidated basis), headquartered in Los Angeles, California, is the holding company for Bank of Hope (the “Bank”). The Bank has 54 branches andnine loan production offices in California, New York, Texas, Washington, Illinois, New Jersey, Virginia, Georgia, Alabama, Colorado and Oregon as well a representative office in Seoul, South Korea. Hope Bancorp is a corporation organized under the laws of the state of Delaware and a bank holding company registered under the Bank Holding Company Act of 1956, as amended. The Bank is a California-chartered bank and its deposits are insured by the FDIC to the extent provided by law. We offer a full suite of consumer and commercial loan, deposit and fee-based products and services, including CRE, C&I, SBA, residential mortgage and other consumer lending; treasury management services and trade finance; foreign currency exchange transactions; interest rate contracts and wealth management.
Principles of Consolidation—The accounting and reporting policies of the Company are in accordance with accounting principles generally accepted in the United States of America and conform to practices within the banking industry. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, principally the Bank. Intercompany transactions and balances are eliminated in consolidation.
Cash and Cash Equivalents—Cash and cash equivalents include cash and due from banks, interest-earning deposits, and federal funds sold, which have original maturities less than 90 days. The Company may be required to maintain reserve and clearing balances with the Federal Reserve Bank under the Federal Reserve Act. The reserve and clearing requirement balance was $0 at December 31, 2023 and 2022. Net cash flows are reported for customer loan and deposit transactions, investment transactions, federal funds purchased, deferred income taxes, and other assets and liabilities.
Interest Earning Deposits in Other Financial Institutions—Interest-bearing deposits in other financial institutions are comprised of the Company’s investments in certificates of deposits that have original maturities greater than 90 days.
Investment Securities—Securities are classified and accounted for as follows:
(i)Securities that the Company has the positive intent and ability to hold to maturity are classified as “held to maturity” and reported at amortized cost.
(ii)Securities are classified as “available for sale” when they might be sold before maturity and are reported at fair value. Unrealized holding gains and losses are reported as a separate component of stockholders’ equity in accumulated other comprehensive income, net of taxes.
Accreted discounts and amortized premiums on securities are included in interest income using the interest method, and realized gains or losses related to sales of securities recorded on trade date and are calculated using the specific identification method, without anticipating prepayments, except for mortgage-backed securities where prepayments are expected.
The Company has made a policy election to exclude accrued interest from the amortized cost basis of debt securities and report accrued interest separately in “Accrued interest” and “Other assets” on the Consolidated Statements of Financial Condition. Investment securities AFS and HTM are placed on non-accrual status when management no longer expects to receive all contractual amounts due, which is generally at 90 days past due. Accrued interest receivable is reversed against interest income when a security is placed on non-accrual status. Accordingly, the Company does not recognize an allowance for credit loss against accrued interest receivable.
Management may transfer investment securities classified as AFS to HTM when upon reassessment it is determined that the Company has both the positive intent and ability to hold these securities to maturity. The investment securities are transferred at fair value resulting in a premium or discount recorded on the transfer date. Unrealized gains or losses at the date of transfer continue to be reported as a separate component of accumulated other comprehensive income/loss, net (“AOCI”). The premium or discount and the unrealized gain or loss, net of tax, in AOCI will be amortized to interest income over the remaining life of the securities using the interest method. In 2022, the Company transferred $239.0 million in fair value of AFS securities to HTM. There were no transfers in 2023.
Investment securities AFS are recorded at fair value, with unrealized gains and losses, net of tax, reported as a separate component of AOCI. For investment securities AFS in an unrealized loss position, the Company first assesses whether it intends to sell, or it is more-likely-than-not that it will be required to sell, the securities before recovery of the amortized cost basis. If either of these criteria is met, the securities’ amortized cost basis is written down to fair value as a current period expense recorded on the Consolidated Statements of Income and Comprehensive Income. If either of the above criteria is not met, management evaluates whether the decline in fair value is the result of credit losses or other factors. In making this assessment, management may consider various factors including the extent to which fair value is less than amortized cost, performance of any underlying collateral and adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected are compared to the amortized cost basis of the security and any excess is recorded as an allowance for credit losses, limited to the amount by which the fair value is less than the amortized cost basis. Any impairment not recorded through an allowance for credit losses is recognized in AOCI, net of tax, as a non-credit related impairment.
For allowance for credit losses on investment securities AFS and HTM, refer to the Allowance for Credit Losses on Securities AFS and Allowance for Credit Losses on Securities HTM sections of Note 3 “Investment Securities” for details.
Equity Investments—Equity investments include mutual funds, correspondent bank stock, Community Development Financial Institutions Fund (“CDFI”) investments, and Community Reinvestment Act (“CRA”) investments. The Company’s mutual funds are considered equity investments with readily determinable fair values and changes to fair value are recorded in other noninterest income. The Company’s investment in correspondent bank stock, CDFI investments, and CRA investments are equity investments without readily determinable fair values. Equity investments without readily determinable fair values are measured at cost, less impairment, and are adjusted for observable price changes which is recorded in noninterest income.
Derivative Financial Instruments and Hedging Transactions—As part of the Company’s asset and liability management strategy, the Company uses derivative financial instruments, such as interest rate swaps, risk participation agreements, foreign exchange contracts, collars, and caps and floors, with the overall goal of minimizing the impact of interest rate fluctuations on net interest margin. The Company’s interest rate swaps and caps involve the exchange of fixed rate and variable rate interest payment obligations without the exchange of the underlying notional amounts and are therefore accounted for as stand-alone derivatives. Derivative instruments are included in other assets or accrued expenses and other liabilities on the Consolidated Statements of Financial Condition at fair value. At the inception of the derivative contract, the Company designates the derivative as (1) a hedge of a forecasted transaction or of the variability of cash flows to be received or paid related to a recognized asset or liability (“cash flow hedge”), or (2) an instrument with no hedging designation (“stand-alone derivative”). For a cash flow hedge, the gain or loss on the derivative is reported as a component of other comprehensive income and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Changes in the fair value of derivatives that do not qualify for hedge accounting are reported currently in earnings, in noninterest income. Net cash settlements on derivatives that do not qualify for hedge accounting are reported in noninterest income. The related cash flows are recognized on the cash flows from operating activities section on the Consolidated Statements of Cash Flows. Residential mortgage loans funded with interest rate lock commitments and forward commitments for the future delivery of mortgage loans to third party investors, are both considered derivatives. The Company accounts for loan commitments related to the origination of mortgage loans that will be held-for-sale as derivatives at fair value on the balance sheet, with changes in fair value recorded in earnings in the period in which the changes occur. As part of the Company’s overall risk management, the Company’s ALM, which meets monthly, monitors and measures interest rate risk and the sensitivity of assets and liabilities to interest rate changes, including the impact of derivative transactions.
The Company formally documents all relationships between derivatives and hedged items, as well as the risk-management objective and strategy for undertaking various hedge transactions. This documentation includes linking cash flow hedges to specific assets and liabilities on the balance sheet or to specific firm commitments or forecasted transactions. The Company also formally assesses, both at the hedge’s inception and on an ongoing basis, whether the derivative instruments that are used in hedging transactions are highly effective in offsetting changes in cash flows of the hedged items. The Company discontinues hedge accounting prospectively when it is determined that (1) the derivative is no longer effective in offsetting changes in the cash flows of the hedged item, (2) the derivative expires, is sold, or terminated, (3) the derivative instrument is de-designated as a hedge because the forecasted transaction is no longer probable of occurring, (4) a hedged firm commitment no longer meets the definition of a firm commitment, or (5) management otherwise determines that designation of the derivative as a hedging instrument is no longer appropriate. When hedge accounting is discontinued, subsequent changes in fair value of the derivative are recorded as noninterest income. When a fair value hedge is discontinued, the hedged asset or liability is no longer adjusted for changes in fair value and the existing basis adjustment is amortized or accreted over the remaining life of the asset or liability. When a cash flow hedge is discontinued but the hedged cash flows or forecasted transaction is still expected to occur, changes in value that were accumulated in other comprehensive income are amortized or accreted into earnings over the same periods which the hedged transactions will affect earnings.
The Company enters into interest rate collars which is an interest rate risk management tool that effectively creates a band within which the borrower's variable interest rate fluctuates, by combining an interest rate cap (or ceiling) with an interest rate floor. The Company entered into interest rate collar derivatives as a protection should the Fed lower interest rates in the event of a recession or other economic changes. The interest rate collars are designated as cash flow hedges.
The Company enters into risk participation agreements with outside counterparties for interest rate swaps related to loans in which it is a participant. The risk participation agreements provide credit protection to the financial institution should the borrower fail to perform on its interest rate derivative contract. Risk participation agreements are credit derivatives not designated as hedges. Credit derivatives are not speculative and are not used to manage interest rate risk in assets or liabilities. Changes in the fair value in credit derivatives are recognized directly in earnings. The fee received, less the estimate of the loss for credit exposure, was recognized in earnings at the time of the transaction.
The Company enters into foreign exchange contracts to accommodate the business needs of its customers and to manage its foreign currency risk. For the foreign exchange contracts entered with its customers, the Company entered into offsetting foreign exchange contracts with third-party financial institutions to manage its exposure. The fair value of foreign exchange contracts is determined at each reporting period based on changes in the foreign exchange rates. These are over-the-counter contracts where quoted market prices are not readily available.
Loans Held for Sale—Small Business Administration (“SBA”) and residential mortgage loans that the Company has the intent to sell prior to maturity have been designated as held for sale at origination and are recorded at the lower of cost or fair value, on an aggregate basis. Certain loans which were originated with the intent to hold to maturity are subsequently transferred to held for sale once there is an intent to sell the loan. A valuation allowance is established if the aggregate fair value of such loans is lower than their cost and charged to earnings. Gains or losses recognized upon the sale of loans are determined on a specific identification basis. Loan transfers are accounted for as sales when control over the loan has been surrendered. Control over such loans is deemed to be surrendered when (1) the assets have been isolated from the Company, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets and (3) the Company does not maintain control over the transferred assets through an agreement to repurchase them before their maturity.
Loans Receivable—Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at the amount of unpaid principal, adjusted for net deferred fees and costs, premiums and discounts, purchase accounting fair value adjustments, and allowance for credit losses. Interest income is accrued on the unpaid principal balance. Nonrefundable loan origination fees and certain direct origination costs are deferred and recognized in interest income using the level-yield method over the life of the loan. Interest on loans is credited to income as earned and is accrued only if deemed collectible.
The loan portfolio consists offour segments: commercial real estate (“CRE”) loans, commercial and industrial (“C&I”) loans, residential mortgage loans, and consumer and other loans. CRE loans are extended for the purchase and refinance of commercial real estate and are generally secured by first deeds of trust and are collateralized by residential or commercial properties. C&I loans are loans provided to businesses for various purposes such as for working capital, purchasing inventory, debt refinancing, business acquisitions, international trade finance activities, and other business related financing needs, and also include syndicated loans. The Company exited its residential mortgage warehouse line business in 2023. Residential mortgage loans are extended for personal, family, or household use and are secured by a mortgage or deed of trust. Consumer and other loans consist of home equity, credit card, and other personal loans.
Generally, loans are placed on nonaccrual status and the accrual of interest is discontinued if principal or interest payments become 90 days past due and/or management deems the collectability of the principal and/or interest to be in question. Loans to a customer whose financial condition has deteriorated are considered for nonaccrual status whether or not the loan is 90 days or more past due. Generally, payments received on nonaccrual loans are recorded as principal reductions. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.
Other loan fees and charges, representing service costs for the prepayment of loans, for delinquent payments, or for miscellaneous loan services, are recorded as income when collected.
The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt, including, but not limited to, current financial information, historical payment experience, credit documentation, public information, and current economic trends. Homogeneous loans (i.e., home mortgage loans, home equity lines of credit, overdraft loans, express business loans, and automobile loans) are not risk rated and credit risk is analyzed largely by the number of days past due. This analysis is performed at least on a quarterly basis:
Pass: Loans that meet a preponderance or more of the Company’s underwriting criteria and that evidence an acceptable level of risk.
Special Mention: Loans classified as special mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the institution’s credit position at some future date.
Substandard: Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the borrower or by the collateral pledged, if any. Loans in this classification have a well-defined weakness or weaknesses that jeopardize the repayment of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.
Doubtful/Loss: Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or repayment in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.
Allowance for Credit Losses (“ACL”)—The Company calculates its ACL by estimating expected credit losses on a collective basis for loans that share similar risk characteristics. Loans that do not share similar risk characteristics with other loans are evaluated for credit losses on an individual basis. The Company differentiates its loan segments based on shared risk characteristics for which allowance for credit losses is measured on a collective basis.
| Risk Characteristics | |
| CRE loans | Property type, location, owner occupied status |
|---|---|
| C&I loans | Delinquency status, risk rating, industry type |
| Residential mortgage loans | FICO score, LTV, delinquency status, maturity date, collateral value, location |
| Consumer and other loans | Historical losses |
The Company uses a combination of a modeled and non-modeled approach that incorporates current and future economic conditions to estimate lifetime expected losses on a collective basis. The Company uses Probability of Default (“PD”), Loss Given Default (“LGD”), and Exposure at Default (“EAD”) methodologies with quantitative factors and qualitative considerations in calculation of the allowance for credit losses for collectively assessed loans. The Company uses a reasonable and supportable period of 2 years at which point loss assumptions revert back to historical loss information by means of 1 year reversion period.
The ACL for the Company’s construction, credit card, and certain consumer loans is calculated based on a non-modeled approach utilizing historical loss rates to estimate losses. A non-modeled approach was chosen for these loans as fewer data points exist which could result in high levels of estimated loss volatility under a modeled approach. Materiality was another factor in using a non-modeled approach for these loans as in aggregate, non-modeled loans represented approximately 2% of the Company’s total loan portfolio as of December 31, 2023.
The Economic Forecast Committee (“EFC”) reviews multiple scenarios put together by an independent third party and chooses a single scenario that best aligns with management’s expectation of future economic conditions. The forecast scenarios contain certain macroeconomic variables that are incorporated into the Company’s modeling process, including GDP, unemployment rates, interest rates, and commercial real estate prices. As of December 31, 2023, the Company chose a forecast scenario that incorporated the latest projected economic assumptions. The allowance for credit losses at December 31, 2023, utilized the Moody’s consensus scenario, as well as more specific information, including updated market data that reflects the economic conditions aligned with management’s view. In the prior year, the Company also utilized Moody’s consensus scenario in its ACL calculation.
In order to quantify the credit risk impact of other trends and changes within the loan portfolio that may not be captured by the modeled and non-modeled approach, the Company utilizes qualitative adjustments to estimate total expected losses. The parameters for making adjustments are established under a Credit Risk Matrix that provides different possible scenarios for each of the factors below. The Credit Risk Matrix and the possible scenarios enable the Bank to qualitatively adjust the allowance for credit losses by as much as 25 basis points for each factor. This matrix considers the following seven factors, which are patterned after the guidelines provided under the Federal Financial Institutions Examination Council (“FFIEC”) Interagency Policy Statement on the Allowance for Loan and Lease Losses, updated to reflect the application of the CECL methodology:
Changes in lending policies and procedures, including underwriting standards and collection, charge-off, and recovery practices;
Changes in the nature and volume of the loan portfolio;
Changes in the experience, ability and depth of lending management and staff;
Changes in the trends of the volume and severity of past due loans, classified loans, nonaccrual loans, and other loan modifications;
Changes in the quality of the loan review system and the degree of oversight by the management and the Board;
The existence and effect of any concentrations of credit and changes in the level of such concentrations; and
The effect of other external factors, such as competition, legal and regulatory requirements, and others that have an impact on the level of estimated losses in the Company’s loan portfolio.
For loans that do not share similar risk characteristics such as nonaccrual loans above $1.0 million, the Company evaluates these loans on an individual basis in accordance with ASC 326. Such nonaccrual loans are considered to have different risk profiles than performing loans and are therefore evaluated individually. The Company elected to collectively assess nonaccrual loans with balances below $1.0 million along with the performing and accrual loans in order to reduce the operational burden of individually assessing small nonaccrual loans with immaterial balances. For individually assessed loans, the ACL is measured using either 1) the present value of future cash flows discounted at the loan’s effective interest rate; 2) the loan’s observable market price; or 3) the fair value of the collateral, if the loan is collateral-dependent. For the collateral-dependent loans, the Company obtains a new appraisal to determine the fair value of underlying loan collateral. The appraisals are based on an “as-is” valuation. To ensure that appraised values remain current, the Company either obtains updated appraisals every twelve months from a qualified independent appraiser or an internal evaluation of the collateral is performed by qualified personnel. If the third-party market data indicates that the value of the collateral property has declined since the most recent valuation date, management adjusts the value of the property downward to reflect current market conditions. If the fair value of the collateral is less than the amortized balance of the loan, the Company recognizes an ACL with a corresponding charge to the provision for credit losses.
With the adoption of CECL, the Company elected not to consider accrued interest receivable in its estimates of expected credit losses because the Company writes off uncollectible accrued interest receivable in a timely manner. The Company considers writing off accrued interest amounts once the amounts become 90 days past due to be considered within a timely manner for all of its loan segments. The Company has elected to write off accrued interest receivable by reversing interest income.
Loan Modifications to Borrowers Experiencing Financial Difficulty. Prior to the adoption of ASU 2022-02, the Company accounted for the modification to the contractual terms of a loan that resulted in granting a concession to a borrower experiencing financial difficulties as a troubled debt restructuring (“TDR”). Effective January 1, 2023, the Company adopted ASU 2022-02, which eliminated TDR accounting prospectively for all restructurings occurring on or after January 1, 2023. Loans that were considered a TDR prior to the adoption of ASU 2022-02 will be collectively evaluated for Allowance for Credit Losses (“ACL”) purposes until the loan is paid off, liquidated, or subsequently modified. Since its adoption of ASU 2022-02 on January 1, 2023, the Company has evaluated all loan modifications under ASC 310-20 to determine whether a modification made to a borrower results in a new loan or is a continuation of the existing loan. GAAP requires the Company to make certain disclosures related to these loans, including certain types of modifications, as well as how such loans have performed since their modifications. Please see Note 4 “Loans Receivable and the Allowance for Credit Losses” for additional information concerning loan modifications to borrowers experiencing financial difficulty.
Purchase Credit Deteriorated (“PCD”)— PCD is a classification of purchased financial assets for which there has been a more-than insignificant deterioration in credit quality since origination. The Company adds the allowance for credit losses at the date of acquisition to the purchase price to determine the initial amortized cost basis for purchased financial assets with credit deterioration. Any noncredit discount or premium resulting from acquiring loans with credit deterioration shall be allocated to each individual asset. At the acquisition date, the initial allowance for credit losses is determined on a collective basis and is allocated to individual assets to appropriately allocate any noncredit discount or premium. The Company accounts for purchased financial assets that do not have a more-than-insignificant deterioration in credit quality since origination in a manner consistent with originated financial assets. After initial recognition, the Company shall treat PCD assets like all other loans and apply one of the impairment models under CECL for instruments measured at amortized cost. The noncredit discount shall be amortized into interest income over the life of the loan. Subsequent changes to the allowance for credit losses are recorded through provision for credit losses.
OREO—OREO, which represents real estate acquired through foreclosure in satisfaction of commercial and real estate loans, is stated at fair value less estimated selling costs of the real estate. Loan balances in excess of the fair value of the real estate acquired at the date of acquisition are charged to the allowance for credit losses. Any subsequent operating expenses or income, reduction in estimated fair values, and gains or losses on disposition of such properties are charged or credited to current operations. For the year ended December 31, 2023, the Company foreclosed on properties with an aggregate carrying value of $105 thousand. The Company recorded $43 thousand in net valuation losses subsequent to the foreclosures during the year ended December 31, 2023, and the Company sold OREO properties for total proceeds of $2.1 million during the year. For the year ended December 31, 2022, the Company foreclosed on properties with an aggregate carrying value of $938 thousand. The Company recorded $415 thousand in net valuation losses subsequent to the foreclosures during the year ended December 31, 2022, and the Company sold OREO properties for total proceeds of $524 thousand during the year.
FHLB Stock—The Bank is a member of the FHLB system. Members are required to own a certain amount of stock based on the level of borrowings and other factors, and may invest in additional amounts. FHLB stock is carried at cost, classified as a restricted security, and periodically evaluated for impairment based on ultimate recovery of par value. Both cash and stock dividends are reported as income.
Premises and Equipment—Premises and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization of premises and equipment are computed on the straight-line method over the following estimated useful lives:
Buildings -15 to 39 years
Furniture, fixture, and equipment -3 to 10 years
Computer equipment -1 to 5 years
Computer software -1 to 5 years
Leasehold improvement - life of lease or improvements, whichever is shorter
BOLI—The Company has purchased life insurance policies on certain key executives and directors. BOLI is recorded at the amount that can be realized under the insurance contract at the balance sheet date, which is the cash surrender value adjusted for other charges or other amounts due that are probable at settlement.
Investments in Affordable Housing Partnerships—The Company owns limited partnership interests in projects of affordable housing for lower income tenants. Under the equity method of accounting, the annual amortization is based on the estimated tax deduction amounts the bank would receive in the year. The carrying value of such investments and commitments to fund investment in affordable housing is recorded as “Investments in affordable housing partnerships” in the Consolidated Statements of Financial Condition. Commitments to fund investments in affordable housing is also included in this line items but is also grossed up and recorded as a liability.
Leases—Operating lease right-of-use (“ROU”) assets represent the Company’s right to use the underlying asset during the lease term and operating lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and operating lease liabilities are recognized at lease commencement based on the present value of the future lease payments using the Company’s incremental borrowing rate. The Company calculates its incremental borrowing rate by adding a spread to the FHLB borrowing interest rate at a given period. The Company defines short-term operating lease liabilities as liabilities due in twelve months or less, and long term lease liabilities are due in more than twelve months at the end of each reporting period. The Company does not capitalize short-term leases, which are leases with terms of twelve months or less. ROU assets and related operating lease liabilities are remeasured when lease terms are amended, extended, or when management intends to exercise available extension options. In accordance with ASC 360 "Property, Plant, and Equipment", an impairment loss is recognized when the carrying amount of an ROU asset is not recoverable and exceeds its fair value.
Operating lease expense, which is comprised of amortization of the ROU asset and the implicit interest accreted on the operating lease liability, is recognized on a straight-line basis over the lease term and is recorded in “Occupancy” expense in the Consolidated Statements of Income. The Company’s occupancy expense also includes variable lease costs which is comprised of the Company's share of actual costs for utilities, common area maintenance, property taxes, and insurance that are not included in lease liabilities and are expensed as incurred. Variable lease costs also include rent escalations based on changes to indices, such as the Consumer Price Index.
Goodwill and Intangible Assets—Goodwill is generally determined as the excess of the fair value of the consideration transferred, plus the fair value of any non-controlling interests in the acquiree, over the fair value of the net assets acquired and liabilities assumed as of the acquisition date. Goodwill and intangible assets acquired in a purchase business combination and determined to have an indefinite useful life are not amortized but tested for impairment at least annually.
In accordance with ASC 350 “Intangibles - Goodwill and Other”, the Company makes a qualitative assessment of whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount before applying the goodwill impairment test. If management concludes that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, the step 1 impairment test is bypassed. Management assessed the qualitative factors related to goodwill as of December 31, 2023, and determined a step 1 fair value assessment was not required. Based on the qualitative assessment, management determined that goodwill was not impaired at December 31, 2023. Goodwill is assessed for impairment on an interim basis if circumstances change or an event occurs between annual assessments that would more likely than not reduce the fair value of the reporting unit below its carrying amount. The quantitative impairment assessment involves significant judgment. This judgment includes developing cash flow projections, selecting appropriate discount rates, calculation of a terminal growth rate, minimum target capitalization levels, identifying relevant market comparables, incorporating general economic and market conditions, and selecting an appropriate control premium. The selection and weighting of the various fair value techniques may result in a higher or lower fair value. Judgment is applied in determining the weighting that is most representative of fair value.
Intangible assets with definite useful lives are amortized over their estimated useful lives to their estimated residual values. Core deposit intangibles are amortized over aseven toten year period.
Loan Servicing Assets— A portion of the premium on sale of SBA loans is recognized as gain on sale of loans at the time of the sale by allocating the carrying amount between the asset sold and the retained interest, including these servicing assets, based on their relative fair values. The remaining portion of the premium is recorded as a discount on the retained interest and is amortized over the remaining life of the loan as an adjustment to yield. The retained interest, net of any discount, are included in loans receivable—net of allowance for credit losses in the accompanying Consolidated Statements of Financial Condition.
Servicing assets are recognized when SBA and residential mortgage loans are sold with servicing retained with the income statement effect recorded in gains on sales of loans. Servicing assets are initially recorded at fair value based on the present value of the contractually specified servicing fee, net of servicing costs, over the estimated life of the loan, using a discount rate. The Company’s servicing costs approximates the industry average servicing costs of 40 basis points. All classes of servicing assets are subsequently measured using the amortization method which requires servicing rights to be amortized into noninterest income in proportion to, and over the period of, the estimated future net servicing income of the underlying loans.
Management periodically evaluates servicing assets for impairment based upon the fair value of the rights as compared to carrying amount. Impairment is determined by stratifying rights into groupings based on predominant risk characteristics, such as interest rate, loan type and investor type. Impairment is recognized through a valuation allowance for an individual grouping, to the extent that fair value is less than the carrying amount. If the Company later determines that all or a portion of the impairment no longer exists for a particular grouping, a reduction of the allowance may be recorded as an increase to income. No impairment charges were recorded during the years 2023, 2022, or 2021.
Stock-Based Compensation—Compensation cost is recognized for stock options and restricted stock awards issued to employees and directors, based on the fair value of these awards at the date of grant. A Black-Scholes model is utilized to estimate the fair value of stock options, while the market price of the Company’s common stock at the date of grant is used for restricted stock awards. Compensation cost is recognized over the required service period, generally defined as the vesting period. For awards with graded vesting, compensation cost is recognized on a straight-line basis over the requisite service period for the entire award.
Income Taxes—Income tax expense is the total of the current year income tax due or refundable and the change in deferred tax assets and liabilities. Deferred income tax assets and liabilities represent the tax effects, based on current tax law, of future deductible or taxable amounts attributable to events that have been recognized in the financial statements. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, the projected future taxable income and tax planning strategies in making this assessment. A valuation allowance, if needed, reduces deferred tax assets to the amount expected to be realized.
A tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The Company recognizes interest and / or penalties related to income tax matters in income tax expense.
Section 382 of the Internal Revenue Code imposes a limitation (“382 Limitation”) on a corporation’s ability to use any net unrealized built in losses and other tax attributes, such as net operating loss and tax credit carry-forwards, when it undergoes a 50% ownership change over a designated testing period not to exceed three years (“382 Ownership Change”). As a result of the acquisition on July 29, 2016, Wilshire Bancorp underwent a 382 Ownership Change resulting in a 382 Limitation to its net operating loss and tax credit carry-forwards. Wilshire Bancorp did not have a net unrealized built in loss as of the 382 Ownership Change date. Given the applicable 382 Limitation, the Company is expected to fully utilize Wilshire Bancorp’s net operating loss and tax credit carry-forwards before expiration. However, future transactions, such as issuances of common stock or sales of shares of the Company’s stock by certain holders of the Company’s shares, including persons who have held, currently hold or may accumulate in the future 5% or more of the Company’s outstanding common stock for their own account, could trigger a future Section 382 Ownership Change of the Company which could limit the Company’s use of these tax attributes.
Earnings per Common Share—Basic Earnings per Common Share is computed by dividing net income by the weighted-average number of common shares outstanding for the period. Diluted Earnings per Common Share reflects the potential dilution of common shares that could share in the earnings of the Company.
Equity—The Company accrues for common stock dividends as declared. Common stock dividends of $67.1 million and $67.1 million, were paid in 2023 and 2022, respectively. There were no common stock dividends declared but unpaid at December 31, 2023 and 2022.
Dividend Restrictions—Banking regulations require maintaining certain capital levels and may limit the dividends paid by the Bank to the Company, or dividends paid by the Company to stockholders.
Comprehensive Income (Loss)—Comprehensive income consists of net income and other comprehensive income (loss). Other comprehensive income (loss) includes the changes in unrealized gains and losses on securities AFS, unrealized losses on transferred investment securities HTM, and interest rate swaps used in cash flow hedges which is also recognized as separate components of stockholders’ equity, net of tax.
Operating Segments—The Company is managed as a single business segment. The financial performance of the Company is reviewed by the chief operating decision maker on an aggregate basis and financial and strategic decisions are made based on the Company as a whole. “Banking Operations” is considered to be the Company’s single combined operating segment, which raises funds from deposits and borrowings for loans and investments, and provides lending products, including real estate, commercial, and consumer loans to its customers.
Revenue from Contracts with Customers—The Company recognizes revenue when obligations under the terms of a contract with customers are satisfied. Topic 606 does not apply to revenue associated with financial instruments, including revenue from loans and securities. In addition, certain noninterest income streams such as fees associated with mortgage servicing rights, financial guarantees, derivatives, and certain credit card fees are also out of scope of the new guidance. Topic 606 is applicable to noninterest revenue streams such as deposit related fees, wire transfer fees, and certain OREO related net gains or expenses.
Loss Contingencies—Loss contingencies, including claims and legal actions arising in the ordinary course of business, are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated. The Company believes there are no such matters that would have a material effect on the consolidated financial statements as of December 31, 2023 or 2022. Accrued loss contingencies for all legal claims totaled approximately $535 thousand at December 31, 2023, and $229 thousand at December 31, 2022.
Loan Commitments and Related Financial Instruments—Financial instruments include off-balance sheet credit instruments, such as commitments to make loans and commercial letters of credit, issued to meet customer financing needs. The face amount for these items represents the exposure to loss, before considering customer collateral or ability to repay. Such financial instruments are recorded when they are funded. See Note 14 “Commitments and Contingencies” for further discussion.
Allowance for Unfunded Commitments—The allowance for unfunded commitments is maintained at a level believed by management to be sufficient to absorb estimated probable losses related to these unfunded credit facilities. The determination of the adequacy of the allowance is based on periodic evaluations of the unfunded credit facilities including an assessment of the probability of commitment usage, credit risk factors for loans outstanding to these same customers, and the terms and expiration dates of the unfunded credit facilities. The allowance for unfunded commitments is included in “Other liabilities” on the Consolidated Statements of Financial Condition, with changes to the balance charged against noninterest expense.
Fair Values of Financial Instruments—Fair values of financial instruments are estimated using relevant market information and other assumptions, as more fully disclosed in a separate note. Fair value estimates involve uncertainties and matters of significant judgment regarding interest rates, credit risk, prepayments, and other factors, especially in the absence of broad markets for particular items. Changes in assumptions or in market conditions could significantly affect the estimates.
Impairment of Long-Lived Assets—The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. If the estimated future cash flows (undiscounted) over the remaining useful life of the asset are less than the carrying value, an impairment loss would be recorded to reduce the related asset to its estimated fair value.
Transfer of Financial Assets—Transfers of financial assets are accounted for as sales, when control over the assets has been relinquished. Control over transferred assets is deemed to be surrendered when the assets have been isolated from the Company, the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity.
Use of Estimates in the Preparation of Consolidated Financial Statements—The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could materially differ from those estimates.
Reclassifications—Some items in the prior year financial statements were reclassified to conform to the current presentation. The reclassifications had no effect on the prior year net income or stockholders’ equity.
Accounting Pronouncements Adopted
In March 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2022-02, Financial Instruments-Credit Losses (Topic 326): Troubled Debt Restructurings (“TDR”) and Vintage Disclosures. The standard addresses the following: 1) eliminates the accounting guidance for TDRs, and will require an entity to determine whether a modification results in a new loan or a continuation of an existing loan, 2) expands disclosures related to modifications, and 3) will require disclosure of current period gross write-offs of financing receivables within the vintage disclosures table (see Note 4 “Loans Receivable and the Allowance for Credit Losses”). The amendments in this update are effective for fiscal years beginning after December 15, 2022. On January 1, 2023, the Company adopted ASU 2022-02 by applying the amended requirements prospectively from the beginning of the fiscal year of adoption, January 1, 2023, except the recognition and measurement of existing TDRs, for which the Company elected the option to apply a modified retrospective transition method. This resulted in a cumulative effect adjustment to retained earnings of $287 thousand, net of tax. The new guidance is applied uniformly to the Company’s entire loans held for investment portfolio when estimating expected credit losses, including both TDRs existing as of December 31, 2022, and new modifications to borrowers experiencing financial difficulties. The adoption of ASU 2022-02 did not have a material impact on the Company’s consolidated financial statements.
In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The standard requires entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination. The ASU specifies for all acquired revenue contracts, regardless of their timing of payment, (1) the circumstances in which the acquirer should recognize contract assets and contract liabilities that are acquired in a business combination and (2) how to measure those contract assets and contract liabilities. The ASU does not affect the accounting for other assets or liabilities that may arise from revenue contracts with customers in accordance with Topic 606, such as refund liabilities, or in a business combination, such as customer-related intangible assets and contract-based intangible assets. For example, if acquired revenue contracts are considered to have terms that are unfavorable or favorable relative to market terms, the acquirer should recognize a liability or asset for the off-market contract terms at the acquisition date. The Company adopted ASU 2021-08 on January 1, 2023. The amendments will be applied prospectively to any business combinations subsequent to adoption. The adoption of ASU 2021-08 did not have a material impact on the Company’s consolidated financial statements.
In March 2023, the FASB issued ASU 2023-02, Investments Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method. These amendments allow reporting entities to elect to account for qualifying tax equity investments using the proportional amortization method, regardless of the program giving rise to the related income tax credits. This guidance is effective for public business entities for fiscal years including interim periods within those fiscal years, beginning after December 15, 2023. Early adoption is permitted in any interim period. The Company adopted ASU 2023-02 on January 1, 2024, and the adoption did not have a material impact on the Company’s consolidated financial statements.
Pending Accounting Pronouncements
In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” which expands segment disclosure requirements for public entities. ASU 2023-07 requires disclosure of significant segment expenses and other segment items on an annual and interim periods about a reportable segment’s profit or loss and assets that are currently required annually. This guidance is effective for public entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. ASU 2023-07 is not expected to have a material impact on the Company’s consolidated financial statements.
In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”. ASU 2023-09 requires public business entities to disclose in the rate reconciliation table additional categories of information about federal, state and foreign income taxes and to provide more details about the reconciling items in some categories if items meet a quantitative threshold. It also requires all entities to disclose income taxes paid, net of refunds, disaggregated by federal, state and foreign taxes for annual periods and to disaggregate the information by jurisdiction based on a quantitative threshold. This guidance is effective for public business entities for fiscal years beginning after December 15, 2024. Early adoption is permitted for periods for which financial statements have not yet been issued. ASU 2023-09 is not expected to have a material impact on the Company’s consolidated financial statements.
- EQUITY INVESTMENTS
Equity investments with readily determinable fair values at December 31, 2023 and 2022, consisted of mutual funds in the amounts of $4.4 million and $4.3 million, respectively, and were included in “Equity investments” on the Consolidated Statements of Financial Condition.
The changes in fair value for equity investments with readily determinable fair values for the years ended December 31, 2023 and 2022, were recorded in other noninterest income and fees as summarized in the table below:
| Year Ended December 31, | ||
|---|---|---|
| 2023 | 2022 | |
| (Dollars in thousands) | ||
| Net change in fair value recorded during the period on equity investments with readily determinable fair value | $60 | $(1,917) |
| Less: Net change in fair value recorded on equity investments sold during the period | — | (1,354) |
| Net change in fair value on equity investments with readily determinable fair values held at the end of the period | $60 | $(563) |
At December 31, 2023 and 2022, the Company also had equity investments without readily determinable fair values which are carried at cost less any determined impairment. The balance of these investments is adjusted for changes in subsequent observable prices. At December 31, 2023, the total balance of equity investments without readily determinable fair values included in “Equity investments” on the Consolidated Statements of Financial Condition was $39.4 million, consisting of $370 thousand in correspondent bank stock, $1.0 million in Community Development Financial Institutions (“CDFI”) investments, and $38.0 million in Community Reinvestment Act (“CRA”) investments. At December 31, 2022, the total balance of equity investments without readily determinable fair values was $38.1 million, consisting of $370 thousand in correspondent bank stock, $1.0 million in CDFI investments, and $36.7 million in CRA investments.
The Company hadno impairments or subsequent observable price changes for equity investments without readily determinable fair values for the years ended December 31, 2023 and 2022.
- INVESTMENT SECURITIES
The following is a summary of investment securities as of the dates indicated:
| December 31, 2023 | December 31, 2022 | |||||||
|---|---|---|---|---|---|---|---|---|
| AmortizedCost | GrossUnrealizedGains | GrossUnrealizedLosses | Fair Value | AmortizedCost | GrossUnrealizedGains | GrossUnrealizedLosses | Fair Value | |
| (Dollars in thousands) | ||||||||
| Debt securities AFS: | ||||||||
| U.S. Treasury securities | $103,691 | $21 | $(35) | $103,677 | $3,990 | $— | $(104) | $3,886 |
| U.S. Government agency and U.S. Government sponsored enterprises: | ||||||||
| Agency securities | 4,000 | — | (100) | 3,900 | 4,000 | — | (133) | 3,867 |
| CMOs | 888,631 | 367 | (141,279) | 747,719 | 947,541 | — | (153,842) | 793,699 |
| MBS: | ||||||||
| Residential | 499,431 | — | (79,133) | 420,298 | 544,084 | — | (90,907) | 453,177 |
| Commercial | 445,207 | 113 | (53,432) | 391,888 | 417,241 | — | (48,954) | 368,287 |
| Asset-backed securities | 150,992 | — | (1,322) | 149,670 | 153,539 | — | (5,935) | 147,604 |
| Corporate securities | 23,302 | — | (3,868) | 19,434 | 23,351 | — | (4,494) | 18,857 |
| Municipal securities | 314,554 | 5,698 | (11,779) | 308,473 | 195,675 | 790 | (13,713) | 182,752 |
| Total investment securities AFS | $2,429,808 | $6,199 | $(290,948) | $2,145,059 | $2,289,421 | $790 | $(318,082) | $1,972,129 |
| Debt securities HTM: | ||||||||
| U.S. Government agency and U.S. Government sponsored enterprises: | ||||||||
| MBS: | ||||||||
| Residential | $150,369 | $— | $(6,663) | $143,706 | $157,881 | $— | $(7,041) | $150,840 |
| Commercial | 113,543 | — | (6,731) | 106,812 | 113,185 | 1 | (5,619) | 107,567 |
| Total investment securities HTM | $263,912 | $— | $(13,394) | $250,518 | $271,066 | $1 | $(12,660) | $258,407 |
Accrued interest receivable for investment debt securities at December 31, 2023 and 2022, totaled $11.0 million and $7.8 million, respectively.
At December 31, 2023 and 2022, there were no holdings of securities of any one issuer, other than the U.S. Government and its agencies, in an amount greater than 10% of stockholders’ equity.
At December 31, 2023 and 2022, $200.2 million and $223.1 million in unrealized losses on investment securities AFS, net of taxes, respectively, were included in AOCI. For the years ended December 31, 2023, 2022 and 2021, there wereno reclassifications out of AOCI into earnings as there were no sales of investments securities AFS.
The following table presents a breakdown of interest income recorded for investment securities that are taxable and nontaxable.
| Year Ended December 31, | |||
|---|---|---|---|
| 2023 | 2022 | 2021 | |
| (Dollars in thousands) | |||
| Interest income on investment securities | |||
| Taxable | $61,696 | $50,043 | $34,583 |
| Nontaxable | 4,367 | 2,177 | 909 |
| Total | $66,063 | $52,220 | $35,492 |
The amortized cost and estimated fair value of investment securities at December 31, 2023, by contractual maturity, are presented in the table below. Collateralized mortgage obligations, mortgage-backed securities, and asset-backed securities are presented by final maturity. 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.
| Available for Sale | Held to Maturity | |||
|---|---|---|---|---|
| AmortizedCost | EstimatedFair Value | AmortizedCost | EstimatedFair Value | |
| (Dollars in thousands) | ||||
| Debt securities: | ||||
| Due within one year | $103,691 | $103,677 | $— | $— |
| Due after one year through five years | 158,504 | 149,926 | 25,586 | 24,968 |
| Due after five years through ten years | 103,301 | 93,934 | 8,634 | 8,317 |
| Due after ten years | 2,064,312 | 1,797,522 | 229,692 | 217,233 |
| Total | $2,429,808 | $2,145,059 | $263,912 | $250,518 |
Securities with carrying values of approximately $1.70 billion and $360.7 million at December 31, 2023 and 2022, respectively, were pledged to secure public deposits, for various borrowings, and for other purposes as required or permitted by law.
The following tables show the Company’s investments’ gross unrealized losses and estimated fair values, aggregated by investment category and the length of time that the individual securities have been in a continuous unrealized loss position as of the dates indicated. The length of time that the individual securities have been in a continuous unrealized loss position is not a factor in determining credit impairment.
| Less than 12 months | 12 months or longer | Total | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Description ofSecurities AFS | Number ofSecurities | Fair Value | GrossUnrealizedLosses | Number ofSecurities | Fair Value | GrossUnrealizedLosses | Number ofSecurities | Fair Value | GrossUnrealizedLosses |
| (Dollars in thousands) | |||||||||
| U.S. Treasury securities | — | $— | $— | 1 | $3,963 | $(35) | 1 | $3,963 | $(35) |
| U.S. Government agency and U.S. Government sponsored enterprises: | |||||||||
| Agency securities | — | — | — | 1 | 3,900 | (100) | 1 | 3,900 | (100) |
| CMOs | 3 | 19,800 | (378) | 115 | 717,662 | (140,901) | 118 | 737,462 | (141,279) |
| MBS: | |||||||||
| Residential | — | — | — | 65 | 420,298 | (79,133) | 65 | 420,298 | (79,133) |
| Commercial | 6 | 53,255 | (2,129) | 53 | 331,450 | (51,303) | 59 | 384,705 | (53,432) |
| Asset-backed securities | — | — | — | 18 | 149,670 | (1,322) | 18 | 149,670 | (1,322) |
| Corporate securities | — | — | — | 6 | 19,434 | (3,868) | 6 | 19,434 | (3,868) |
| Municipal securities | 11 | 42,760 | (263) | 42 | 91,707 | (11,516) | 53 | 134,467 | (11,779) |
| Total | 20 | $115,815 | $(2,770) | 301 | $1,738,084 | $(288,178) | 321 | $1,853,899 | $(290,948) |
| Less than 12 months | 12 months or longer | Total | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Description ofSecurities AFS | Number ofSecurities | Fair Value | GrossUnrealizedLosses | Number ofSecurities | Fair Value | GrossUnrealizedLosses | Number ofSecurities | Fair Value | GrossUnrealizedLosses |
| (Dollars in thousands) | |||||||||
| U.S. Treasury securities | 1 | $3,886 | $(104) | — | $— | $— | 1 | $3,886 | $(104) |
| U.S. Government agency and U.S. Government sponsored enterprises: | |||||||||
| Agency securities | 1 | 3,867 | (133) | — | — | — | 1 | 3,867 | (133) |
| CMOs | 61 | 150,419 | (14,888) | 59 | 643,280 | (138,954) | 120 | 793,699 | (153,842) |
| MBS: | — | — | — | ||||||
| Residential | 23 | 55,645 | (5,616) | 42 | 397,532 | (85,291) | 65 | 453,177 | (90,907) |
| Commercial | 29 | 172,963 | (12,156) | 26 | 195,324 | (36,798) | 55 | 368,287 | (48,954) |
| Asset-backed securities | 3 | 21,836 | (716) | 15 | 125,768 | (5,219) | 18 | 147,604 | (5,935) |
| Corporate securities | 1 | 3,401 | (600) | 5 | 15,456 | (3,894) | 6 | 18,857 | (4,494) |
| Municipal securities | 31 | 76,942 | (3,207) | 32 | 65,730 | (10,506) | 63 | 142,672 | (13,713) |
| Total | 150 | $488,959 | $(37,420) | 179 | $1,443,090 | $(280,662) | 329 | $1,932,049 | $(318,082) |
The Company had U.S. Treasury securities, agency securities, collateralized mortgage obligations, mortgage-backed, asset-backed, corporate, and municipal securities classified as AFS that were in a continuous loss position for twelve months or longer at December 31, 2023. The collateralized mortgage obligations and mortgage-backed securities were investments in U.S. Government agency and U.S. Government sponsored enterprises and had high credit ratings (“AA” grade or better). The interest on asset-backed, corporate, and municipal securities that were in an unrealized loss position has been paid as agreed, and the Company believes this will continue in the future and that the securities will be paid in full as scheduled. The market value declines for these securities were primarily due to movements in interest rates and were not reflective of management’s expectations of the Company’s ability to fully recover any unrealized losses, which may be at maturity. With the adoption of CECL, the length of time that the fair value of investment securities has been less than amortized cost is not considered when assessing for credit impairment.
80.2% of the Company’s investment portfolio at December 31, 2023, consisted of securities that were issued by U.S. Government agency and U.S. Government sponsored enterprises. Although a government guarantee exists on securities issued by U.S. Government sponsored agencies, these entities are not legally backed by the full faith and credit of the federal government, and the current support is subject to a cap as part of the Housing and Economic Recovery Act of 2008. Nonetheless, at this time the Company does not foresee any set of circumstances in which the government would not fund its commitments on these investments as the issuers are an integral part of the U.S. housing market in providing liquidity and stability. Therefore, the Company concluded that a zero allowance approach for these investments was appropriate. The Company also had 18 asset-backed securities, six corporate securities, and 53 municipal bonds in unrealized loss positions at December 31, 2023.
Allowance for Credit Losses on Securities AFS—The Company evaluates investment securities AFS in unrealized loss positions for impairment related to credit losses on at least a quarterly basis. Investment securities AFS in unrealized loss positions are first assessed as to whether the Company intends to sell, or if it is more likely than not that the Company will be required to sell the security before recovery of its amortized cost basis. If one of the criteria is met, the security’s amortized cost basis is written down to fair value through earnings. For securities that do not meet these criteria, the Company evaluates whether the decline in fair value resulted from credit losses or other factors. In evaluating whether a credit loss exists, the Company has set up an initial quantitative filter for impairment triggers. Once the quantitative filter has been triggered, a security is placed on a watch list and an additional assessment is performed to identify whether a credit impairment exists. In making this assessment, management considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security and the issuer, among other factors. If this assessment indicates that a credit loss exists, the Company compares the present value of cash flows expected to be collected from the security with the amortized cost basis. If the present value of cash flows expected to be collected is less than the amortized cost basis for the security, a credit loss exists and an allowance for credit losses is recorded, limited to the amount that the fair value of the security is less than its amortized cost basis. Unrealized losses that have not been recorded through an allowance for credit losses is recognized in other comprehensive income, net of applicable taxes. The Company did not have an allowance for credit losses on investment securities AFS at December 31, 2023 and 2022.
Allowance for Credit Losses on Securities HTM—For each major HTM debt security type, the allowance for credit losses is estimated collectively for groups of securities with similar risk characteristics. For securities that do not share similar risk characteristics, the losses are estimated individually. Debt securities that are issued by a U.S. government or government-sponsored enterprises are highly rated by major rating agencies, and have a long history of no credit losses. Therefore, the Company applies a zero credit loss assumption on these investments. Any expected credit loss is recorded through the allowance for credit losses on investment securities HTM and deducted from the amortized cost basis of the security, so that the balance sheet reflects the net amount the Company expects to collect. At December 31, 2023, all of the Company’s investment securities HTM were issued by a U.S. government agency or government-sponsored enterprise. The Company did not have an allowance for credit losses on investment securities HTM at December 31, 2023.
- LOANS RECEIVABLE AND THE ALLOWANCE FOR CREDIT LOSSES
The following is a summary of loans receivable by segment:
| December 31, | ||
|---|---|---|
| 2023 | 2022 | |
| (Dollars in thousands) | ||
| Loan portfolio composition | ||
| CRE loans | $8,797,884 | $9,414,580 |
| C&I loans | 4,135,044 | 5,109,532 |
| Residential mortgage loans | 883,687 | 846,080 |
| Consumer and other loans | 37,004 | 33,348 |
| Total loans receivable, net of deferred costs and fees | 13,853,619 | 15,403,540 |
| Allowance for credit losses | (158,694) | (162,359) |
| Loans receivable, net of allowance for credit losses | $13,694,925 | $15,241,181 |
The loan portfolio consists offour segments: CRE loans, C&I loans, residential mortgage loans, and consumer and other loans. CRE loans are extended for the purchase and refinance of commercial real estate and generally secured by first deeds of trust and are collateralized by residential or commercial properties. C&I loans are loans provided to businesses for various purposes such as working capital, purchasing inventory, debt refinancing, business acquisitions, international trade finance activities, and other business related financing needs, and also includes SBA loans. The Company fully exited its residential mortgage warehouse line business in 2023. Residential mortgage loans are extended for personal, family, or household use and are secured by a mortgage or deed of trust. Consumer and other loans consist of home equity, credit card, and other personal loans.
The Company had $3.4 million in loans held for sale at December 31, 2023, compared with $49.2 million at December 31, 2022. Loans held for sale at December 31, 2023, consisted of $1.1 million in residential mortgage loans and $2.3 million in CRE loans, compared with $450 thousand in residential mortgage loans, and $48.8 million in CRE loans at December 31, 2022. Loans held for sale are not included in the loans receivable table presented above.
The tables below detail the activity in the allowance for credit losses (“ACL”) by portfolio segment for the years ended December 31, 2023 and 2022, and 2021. Charge offs for the year ended December 31, 2023, included an idiosyncratic full charge off of $23.4 million related to a borrower that entered into Chapter 7 liquidation in August 2023. Recoveries for the year 2022 included $17.3 million in recoveries from a single lending relationship that had $29.6 million in charge offs during the year 2021. Charge offs for the year 2021 also included $26.2 million in charge offs related to the sale of $275.3 million in loans with elevated credit risk.
| CRE Loans | C&I Loans | Residential Mortgage Loans | Consumer and Other Loans | Total | |
|---|---|---|---|---|---|
| (Dollars in thousands) | |||||
| Balance, beginning of period | $95,884 | $56,872 | $8,920 | $683 | $162,359 |
| ASU 2022-02 day 1 adoption adjustment | 19 | (426) | — | — | (407) |
| Provision (credit) for credit losses | (2,301) | 27,233 | 3,918 | 250 | 29,100 |
| Loans charged off | (2,947) | (34,203) | — | (370) | (37,520) |
| Recoveries of charge offs | 3,285 | 1,815 | — | 62 | 5,162 |
| Balance, end of period | $93,940 | $51,291 | $12,838 | $625 | $158,694 |
| Balance, beginning of period | $108,440 | $27,811 | $3,316 | $983 | $140,550 |
| Provision (credit) for credit losses | (27,451) | 31,360 | 5,626 | 65 | 9,600 |
| Loans charged off | (6,803) | (5,160) | (22) | (404) | (12,389) |
| Recoveries of charge offs | 21,698 | 2,861 | — | 39 | 24,598 |
| Balance, end of period | $95,884 | $56,872 | $8,920 | $683 | $162,359 |
| Balance, beginning of period | $162,196 | $39,155 | $4,227 | $1,163 | $206,741 |
| Provision (credit) for credit losses | (2,051) | (9,982) | 12 | (179) | (12,200) |
| Loans charged off | (57,427) | (3,558) | (923) | (328) | (62,236) |
| Recoveries of charge offs | 5,722 | 2,196 | — | 327 | 8,245 |
| Balance, end of period | $108,440 | $27,811 | $3,316 | $983 | $140,550 |
The following tables break out the allowance for credit losses and loan balance by measurement methodology at December 31, 2023 and 2022:
| December 31, 2023 | |||||
|---|---|---|---|---|---|
| CRE Loans | C&I Loans | Residential Mortgage Loans | Consumer and Other Loans | Total | |
| (Dollars in thousands) | |||||
| Allowance for credit losses: | |||||
| Individually evaluated | $886 | $1,721 | $39 | $14 | $2,660 |
| Collectively evaluated | 93,054 | 49,570 | 12,799 | 611 | 156,034 |
| Total | $93,940 | $51,291 | $12,838 | $625 | $158,694 |
| Loans outstanding: | |||||
| Individually evaluated | $33,932 | $5,013 | $5,916 | $343 | $45,204 |
| Collectively evaluated | 8,763,952 | 4,130,031 | 877,771 | 36,661 | 13,808,415 |
| Total | $8,797,884 | $4,135,044 | $883,687 | $37,004 | $13,853,619 |
| December 31, 2022 | |||||
|---|---|---|---|---|---|
| CRE Loans | C&I Loans | Residential Mortgage Loans | Consumer and Other Loans | Total | |
| (Dollars in thousands) | |||||
| Allowance for credit losses: | |||||
| Individually evaluated | $870 | $2,941 | $24 | $21 | $3,856 |
| Collectively evaluated | 95,014 | 53,931 | 8,896 | 662 | 158,503 |
| Total | $95,884 | $56,872 | $8,920 | $683 | $162,359 |
| Loans outstanding: | |||||
| Individually evaluated | $43,461 | $12,477 | $9,775 | $436 | $66,149 |
| Collectively evaluated | 9,371,119 | 5,097,055 | 836,305 | 32,912 | 15,337,391 |
| Total | $9,414,580 | $5,109,532 | $846,080 | $33,348 | $15,403,540 |
The ACL represents management’s best estimate of future lifetime expected losses on its held for investment loan portfolio. The Company calculates its ACL by estimating expected credit losses on a collective basis for loans that share similar risk characteristics. Loans that do not share similar risk characteristics with other loans are evaluated for credit losses on an individual basis. The Company uses a combination of a modeled and non-modeled approach that incorporates current and future economic conditions to estimate lifetime expected losses on a collective basis.
The Company uses Probability of Default (“PD”), Loss Given Default (“LGD”), and Exposure at Default (“EAD”) methodologies with quantitative factors and qualitative considerations in calculation of the allowance for credit losses for collectively assessed loans. The Company uses a reasonable and supportable period of 2 years at which point loss assumptions revert back to historical loss information by means of 1 year reversion period. The Company utilizes a baseline forecast scenario published by a third party that incorporates macroeconomic variables including GDP, unemployment rates, interest rates, and commercial real estate prices to project an economic outlook. The forecast scenario is utilized to estimate losses during the reasonable and supportable period. Changes in these assumptions and forecasts could significantly affect the Company’s estimate of future credit losses. See Note 1 “Significant Accounting Policies” for further discussion of the Company’s ACL methodology.
The decrease in ACL for the year ended December 31, 2023 compared with December 31, 2022, was largely due to the year-over-year decrease in loan balances in 2023. Both ACL for individually evaluated loans and collectively evaluated loans decreased year-over-year from December 31, 2022 to December 31, 2023.
The Company maintains a separate ACL for its off-balance sheet unfunded loan commitments. The Company uses a funding rate to allocate the allowance to undrawn exposures. This funding rate is used as a credit conversion factor to capture how much undrawn can potentially become drawn at any point. The funding rate is determined based on a lookback period of 8 quarters. Credit loss is not estimated for off-balance sheet credit exposures that are unconditionally cancellable by the Company.
At December 31, 2023 and 2022, reserves for unfunded loan commitments recorded in other liabilities were $3.8 million and $1.4 million, respectively. For the years ended December 31, 2023 and 2022, the Company recorded additions to reserves for unfunded commitments in credit related expenses totaling $2.5 million and $250 thousand, respectively.
Generally, loans are placed on nonaccrual status if principal and/or interest payments become 90 days or more past due and/or management deems the collectability of the principal and/or interest to be in question, as well as when required by regulatory requirements. Loans to customers whose financial conditions have deteriorated are considered for nonaccrual status whether or not the loan is 90 days or more past due. Generally, payments received on nonaccrual loans are recorded as principal reductions. Loans are returned to accrual status only when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured. The Company does not recognize interest income while loans are on nonaccrual status.
The tables below represent the amortized cost of nonaccrual loans, as well as loans past due 90 days or more and still on accrual status, by loan segment and broken out by loans with a recorded ACL and those without a recorded ACL at December 31, 2023 and 2022.
| Nonaccrual with No ACL | Nonaccrual with an ACL | Total Nonaccrual (1) | Accruing Loans Past Due 90 Days or More | |
|---|---|---|---|---|
| (Dollars in thousands) | ||||
| CRE loans | $26,724 | $7,208 | $33,932 | $— |
| C&I loans | 2,447 | 2,566 | 5,013 | 184 |
| Residential mortgage loans | 3,002 | 2,914 | 5,916 | — |
| Consumer and other loans | — | 343 | 343 | 77 |
| Total | $32,173 | $13,031 | $45,204 | $261 |
| Nonaccrual with No ACL | Nonaccrual with an ACL | Total Nonaccrual (1) | Accruing Loans Past Due 90 Days or More | |
|---|---|---|---|---|
| (Dollars in thousands) | ||||
| CRE loans | $29,782 | $4,133 | 33,915 | $— |
| C&I loans | 1,618 | 4,002 | 5,620 | 336 |
| Residential mortgage loans | 5,959 | 3,816 | 9,775 | — |
| Consumer and other loans | — | 377 | 377 | 65 |
| Total | $37,359 | $12,328 | $49,687 | $401 |
(1) Total nonaccrual loans exclude the guaranteed portion of SBA loans that are in liquidation totaling $11.4 million and $9.8 million, at December 31, 2023 and 2022, respectively.
The following table presents the amortized cost of collateral-dependent loans at December 31, 2023 and 2022:
| December 31, 2023 | December 31, 2022 | |||||
|---|---|---|---|---|---|---|
| Real Estate Collateral | Other Collateral | Total | Real Estate Collateral | Other Collateral | Total | |
| (Dollars in thousands) | ||||||
| CRE loans | $29,803 | $— | $29,803 | $35,523 | $— | $35,523 |
| C&I loans | 2,447 | 1,708 | 4,155 | 1,618 | 2,743 | 4,361 |
| Residential mortgage loans | 3,002 | — | 3,002 | 5,959 | — | 5,959 |
| Consumer and other loans | — | — | — | — | — | — |
| Total | $35,252 | $1,708 | $36,960 | $43,100 | $2,743 | $45,843 |
Collateral on loans is a significant portion of what secures collateral-dependent loans and significant changes to the fair value of the collateral can potentially impact ACL. During the years ended December 31, 2023 and 2022, the Company did not have any significant changes to the extent to which collateral secured its collateral-dependent loans due to general deterioration or from other factors. Real estate collateral securing CRE and C&I loans consisted of commercial real estate properties including hotel/motel, building, office, gas station/carwash, warehouse, and residential mortgage properties.
Accrued interest receivable on loans totaled $49.3 million at December 31, 2023, and $47.3 million at December 31, 2022. The following table presents interest income reversals, due to loans being placed on nonaccrual status, by loan segment for the years ended December 31, 2023 and 2022:
| Year Ended December 31, | |||
|---|---|---|---|
| 2023 | 2022 | 2021 | |
| (Dollars in thousands) | |||
| CRE loans | $1,761 | $1,906 | $3,102 |
| C&I loans | 1,127 | 307 | 62 |
| Residential mortgage loans | 40 | 309 | 17 |
| Consumer and other loans | — | 1 | 3 |
| Total | $2,928 | $2,523 | $3,184 |
The following table presents the amortized cost of past due loans, including nonaccrual loans past due 30 days or more, by the number of days past due at December 31, 2023 and 2022, by loan segment:
| December 31, 2023 | December 31, 2022 | |||||||
|---|---|---|---|---|---|---|---|---|
| 30-59 Days Past Due | 60-89 Days Past Due | 90 or More Days Past Due | Total Past Due | 30-59 Days Past Due | 60-89 Days Past Due | 90 or More Days Past Due | Total Past Due | |
| (Dollars in thousands) | ||||||||
| CRE loans | $1,999 | $2,976 | $10,197 | $15,172 | $2,292 | $2,727 | $5,694 | $10,713 |
| C&I loans | 934 | 533 | 1,717 | 3,184 | 3,258 | 18 | 2,137 | 5,413 |
| Residential mortgage loans | 1,534 | — | 2,339 | 3,873 | 2,310 | — | 5,106 | 7,416 |
| Consumer and other loans | 214 | 48 | 77 | 339 | 617 | 44 | 308 | 969 |
| Total Past Due | $4,681 | $3,557 | $14,330 | $22,568 | $8,477 | $2,789 | $13,245 | $24,511 |
The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt, including, but not limited to, current financial information, historical payment experience, credit documentation, public information, and current economic trends. Homogeneous loans (i.e., home mortgage loans, home equity lines of credit, overdraft loans, express business loans, and automobile loans) are not risk rated and credit risk is analyzed largely by the number of days past due. This analysis is performed at least on a quarterly basis.
The following tables present the amortized cost basis of loans receivable by segment, risk rating, and year of origination, renewal, or major modification at December 31, 2023 and 2022.
| Term Loan by Origination Year · Revolving Loans · Total | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2023 · 2022 · 2021 · 2020 · 2019 · Prior | ||||||||
| (Dollars in thousands) | ||||||||
| CRE loans | ||||||||
| Pass | $623,058 | $2,429,146 | $2,045,863 | $1,239,654 | $996,483 | $1,297,295 | $79,426 | $8,710,925 |
| Special mention | — | 2,001 | 15,452 | 2,518 | 5,963 | 5,196 | — | 31,130 |
| Substandard | — | 1,549 | 7,300 | 2,711 | 2,083 | 42,186 | — | 55,829 |
| Subtotal | $623,058 | $2,432,696 | $2,068,615 | $1,244,883 | $1,004,529 | $1,344,677 | $79,426 | $8,797,884 |
| Year-to-date gross charge offs | $103 | $315 | $— | $233 | $355 | $1,941 | $— | $2,947 |
| C&I loans | ||||||||
| Pass | $1,107,219 | $1,208,795 | $683,821 | $203,142 | $162,815 | $61,019 | $479,266 | $3,906,077 |
| Special mention | 9,743 | 23,413 | 31,388 | 8,597 | 14,614 | — | 60,107 | 147,862 |
| Substandard | 7,158 | 53,213 | 8,480 | 8,637 | 290 | 2,358 | 969 | 81,105 |
| Subtotal | $1,124,120 | $1,285,421 | $723,689 | $220,376 | $177,719 | $63,377 | $540,342 | $4,135,044 |
| Year-to-date gross charge offs | $5,011 | $12,323 | $16,020 | $128 | $182 | $539 | $— | $34,203 |
| Residential mortgage loans | ||||||||
| Pass | $93,982 | $365,252 | $263,977 | $1,356 | $29,063 | $123,885 | $— | $877,515 |
| Special mention | — | — | — | — | — | — | — | — |
| Substandard | — | — | 314 | 1,836 | 957 | 3,065 | — | 6,172 |
| Subtotal | $93,982 | $365,252 | $264,291 | $3,192 | $30,020 | $126,950 | $— | $883,687 |
| Year-to-date gross charge offs | $— | $— | $— | $— | $— | $— | $— | $— |
| Consumer and other loans | ||||||||
| Pass | $3,985 | $944 | $278 | $2,068 | $371 | $8,221 | $20,794 | $36,661 |
| Special mention | — | — | — | — | — | — | — | — |
| Substandard | — | — | — | — | — | 343 | — | 343 |
| Subtotal | $3,985 | $944 | $278 | $2,068 | $371 | $8,564 | $20,794 | $37,004 |
| Year-to-date gross charge offs | $— | $— | $— | $— | $— | $— | $370 | $370 |
| Total loans | ||||||||
| Pass | $1,828,244 | $4,004,137 | $2,993,939 | $1,446,220 | $1,188,732 | $1,490,420 | $579,486 | $13,531,178 |
| Special mention | 9,743 | 25,414 | 46,840 | 11,115 | 20,577 | 5,196 | 60,107 | 178,992 |
| Substandard | 7,158 | 54,762 | 16,094 | 13,184 | 3,330 | 47,952 | 969 | 143,449 |
| Total | $1,845,145 | $4,084,313 | $3,056,873 | $1,470,519 | $1,212,639 | $1,543,568 | $640,562 | $13,853,619 |
| Total year-to-date gross charge offs | $5,114 | $12,638 | $16,020 | $361 | $537 | $2,480 | $370 | $37,520 |
| Term Loan by Origination Year · Revolving Loans · Total | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2022 · 2021 · 2020 · 2019 · 2018 · Prior | ||||||||
| (Dollars in thousands) | ||||||||
| CRE loans | ||||||||
| Pass | $2,421,631 | $2,194,073 | $1,372,027 | $1,076,405 | $1,018,553 | $1,064,267 | $105,274 | $9,252,230 |
| Special mention | — | 14,622 | 7,301 | 20,426 | 13,565 | 26,746 | 202 | 82,862 |
| Substandard | — | 8,240 | 1,736 | 7,881 | 10,250 | 51,381 | — | 79,488 |
| Subtotal | $2,421,631 | $2,216,935 | $1,381,064 | $1,104,712 | $1,042,368 | $1,142,394 | $105,476 | $9,414,580 |
| C&I loans | ||||||||
| Pass | $2,311,344 | $1,090,034 | $291,592 | $298,133 | $69,721 | $95,531 | $864,343 | $5,020,698 |
| Special mention | 17,911 | 37,393 | 13,707 | 110 | — | 24 | 5,256 | 74,401 |
| Substandard | — | 2,833 | 5,889 | 1,000 | 1,020 | 3,691 | — | 14,433 |
| Subtotal | $2,329,255 | $1,130,260 | $311,188 | $299,243 | $70,741 | $99,246 | $869,599 | $5,109,532 |
| Residential mortgage loans | ||||||||
| Pass | $382,935 | $283,163 | $1,386 | $30,603 | $62,976 | $75,242 | $— | $836,305 |
| Special mention | — | — | — | — | — | — | — | — |
| Substandard | — | 311 | — | 967 | 384 | 8,113 | — | 9,775 |
| Subtotal | $382,935 | $283,474 | $1,386 | $31,570 | $63,360 | $83,355 | $— | $846,080 |
| Consumer and other loans | ||||||||
| Pass | $10,005 | $723 | $3,351 | $223 | $10 | $1,420 | $17,239 | $32,971 |
| Special mention | — | — | — | — | — | — | — | — |
| Substandard | — | — | — | — | — | 377 | — | 377 |
| Subtotal | $10,005 | $723 | $3,351 | $223 | $10 | $1,797 | $17,239 | $33,348 |
| Total loans | ||||||||
| Pass | $5,125,915 | $3,567,993 | $1,668,356 | $1,405,364 | $1,151,260 | $1,236,460 | $986,856 | $15,142,204 |
| Special mention | 17,911 | 52,015 | 21,008 | 20,536 | 13,565 | 26,770 | 5,458 | 157,263 |
| Substandard | — | 11,384 | 7,625 | 9,848 | 11,654 | 63,562 | — | 104,073 |
| Total | $5,143,826 | $3,631,392 | $1,696,989 | $1,435,748 | $1,176,479 | $1,326,792 | $992,314 | $15,403,540 |
For the years ended December 31, 2023 and 2022, there wereno revolving loans converted to term loans.
The Company may reclassify loans held for investment to loans held for sale in the event that the Company plans to sell loans that were originated with the intent to hold to maturity. Loans transferred from held for investment to held for sale are carried at the lower of cost or fair value. The breakdown of loans by segment that were reclassified from held for investment to held for sale for the years ended December 31, 2023, 2022, and 2021 are presented in the following table:
| Year Ended December 31, | |||
|---|---|---|---|
| 2023 | 2022 | 2021 | |
| Transfer of loans held for investment to held for sale · (Dollars in thousands) | |||
| CRE loans | $114,186 | $257,317 | $365,426 |
| C&I loans | 307,209 | 54,218 | 100,154 |
| Residential mortgage loans | — | — | 7,018 |
| Consumer loans | — | — | — |
| Total | $421,395 | $311,535 | $472,598 |
Loan Modifications to Borrowers Experiencing Financial Difficulty
In January 2023, the Company adopted ASU 2022-02, Financial Instruments - Credit Losses (Topic 326): TDR and Vintage Disclosures (“ASU 2022-02”), which eliminated the accounting guidance for TDR while enhancing disclosure requirements for certain loan refinancing and restructurings by creditors when a borrower is experiencing financial difficulty. The Company applied this guidance on a modified retrospective transition method, which resulted in a positive cumulative effect adjustment to retained earnings of $287 thousand, net of tax. Subsequent to the adoption of ASU 2022-02, the new guidance is applied uniformly to the Company’s entire loan portfolio when estimating expected credit losses.
A summary of loans modified to borrowers experiencing financial difficulty for the periods presented, disaggregated by loan class and type of modification, is shown in the tables below:
| Year Ended December 31, 2023 | |||||
|---|---|---|---|---|---|
| CRE Loans | C&I Loans | Residential Mortgage Loans | Consumer and Other Loans | Total | |
| (Dollars in thousands) | |||||
| Principal forgiveness | $— | $— | $— | $— | $— |
| Interest rate reduction | — | — | — | — | — |
| Payment delay | — | — | — | — | — |
| Term extension | 1,111 | 27,032 | — | — | 28,143 |
| Total Loan Modifications | $1,111 | $27,032 | $— | $— | $28,143 |
| % of Loan Class | 0.01% | 0.65% | —% | —% | 0.20% |
The Company closely monitors the performance of the loans that are modified to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. All loans that have been modified to borrowers experiencing financial difficulty in the last 12 months to borrowers experiencing financial difficulty were current at December 31, 2023.
There wereno loan modifications that had payment defaults during the twelve months ended months ended December 31, 2023, and were modified in the 12 months prior to default, to borrowers experiencing financial difficulty.
Troubled Debt Restructurings
At December 31, 2022, TDR loans totaled $41.1 million, consisting of $16.9 million in TDR loans on accrual status and $24.2 million in TDR loans on nonaccrual status. The Company recorded an allowance for credit losses totaling $2.8 million for TDR loans at December 31, 2022. On January 1, 2023, the Company adopted ASU 2022-02, which eliminated the accounting guidance for TDR loans. The Company adopted ASU 2022-02 by applying the amended requirements prospectively, except the recognition and measurement of existing TDRs, for which the Company elected the option to apply a modified retrospective transition method. Therefore, the Company did not have any TDR loans at December 31, 2023.
Related Party Loans
In the ordinary course of business, the Company enters into loan transactions with certain of its directors and executives or associates of such directors or executives (“Related Parties”). All loans to Related Parties were made at substantially the same terms and conditions at the time of origination as other originated loans to borrowers that were not affiliated with the Company. All loans to Related Parties were current at December 31, 2023 and 2022, and the outstanding principal balance at December 31, 2023 and 2022, was $86.2 million and $92.8 million, respectively. Loans to Related Parties at December 31, 2023, consisted of $86.2 million in CRE loans. Loans to Related Parties at December 31, 2022, consisted of $92.8 million in CRE loans and $29 thousand in C&I loans. The decrease in Related Party loans from December 31, 2022, to December 31, 2023, was due to payoffs of $4.6 million and payments of $2.1 million.
- GOODWILL AND OTHER INTANGIBLE ASSETS
The carrying amount of the Company’s goodwill at December 31, 2023 and 2022, was $464.5 million. There wasno impairment of goodwill recorded during the year ended December 31, 2023.
Goodwill and other intangible assets generated from business combinations and deemed to have indefinite lives, are not subject to amortization and, instead, are tested for impairment annually at the reporting unit level unless a triggering event occurs, thereby requiring an updated assessment. Goodwill represents the excess of the purchase price over the sum of the estimated fair values of the tangible and identifiable intangible assets acquired less the estimated fair value of the liabilities assumed. Impairment exists when the carrying value of the goodwill exceeds the fair value of the reporting unit.
In March 2023, the impact to banks caused by the closure of well-known regional banks which caused disruption to the banking industry resulting in a decline to overall bank stock prices. As a result, the Company performed a step 1 interim goodwill impairment assessment as of June 30, 2023 and September 30, 2023 as the Company determined the decline in stock price and industry disruption to be triggering events in its qualitative assessment of goodwill impairment. Management estimated the fair value of the Company using the income approach based on the discounted free cash flows of the Company’s projected income and taking into consideration future economic forecasts available and the market approach using the guideline public company method. Based on these quantitative assessments, management concluded that the goodwill was not impaired at June 30, 2023 and September 30, 2023. At December 31, 2023, the Company performed a qualitative goodwill impairment assessment and management has concluded that goodwill was more than likely not impaired. As the Company operates as single business unit, goodwill impairment was assessed based on the Company as a whole.
The following table provides information regarding core deposit intangibles at December 31, 2023 and 2022:
| December 31, 2023 · December 31, 2022 | ||||||
|---|---|---|---|---|---|---|
| Core Deposit Intangibles Related To: | Amortization Period | GrossAmount | AccumulatedAmortization | Carrying Amount | AccumulatedAmortization | Carrying Amount |
| (Dollars in thousands) | ||||||
| Foster Bankshares acquisition | 10 years | $2,763 | $(2,763) | $— | $(2,668) | $95 |
| Wilshire Bancorp acquisition | 10 years | 18,138 | (14,203) | 3,935 | (12,507) | 5,631 |
| Total | $20,901 | $(16,966) | $3,935 | $(15,175) | $5,726 | |
Amortization expense related to core deposit intangible assets was $1.8 million, $1.9 million and $2.0 million for the years ended December 31, 2023, 2022 and 2021, respectively. The estimated future amortization expense for core deposit intangibles is as follows: $1.6 million in 2024, $1.5 million in 2025, and $829 thousand in 2026.
- PREMISES AND EQUIPMENT
The following table provides information regarding the premises and equipment at December 31, 2023 and 2022:
| December 31, | ||
|---|---|---|
| 2023 | 2022 | |
| (Dollars in thousands) | ||
| Land | $11,244 | $11,244 |
| Building and improvements | 24,289 | 24,191 |
| Furniture, fixtures, and equipment | 34,085 | 32,347 |
| Leasehold improvements | 28,739 | 29,061 |
| Vehicles | 123 | 123 |
| Software/License | 23,283 | 17,532 |
| Total premises and equipment, gross | 121,763 | 114,498 |
| Less: Accumulated depreciation and amortization | (71,152) | (67,639) |
| Total premises and equipment, net | $50,611 | $46,859 |
Depreciation and amortization expense totaled $8.4 million, $7.9 million, and $8.2 million for the years ended December 31, 2023, 2022, and 2021, respectively.
- LEASES
The Company’s operating leases are real estate leases of bank branch locations, loan production offices, and office spaces with remaining lease terms ranging fromone tonine years at December 31, 2023. Certain lease arrangements contain extension options, which are typically around five years. As these extension options are not generally considered reasonably certain of exercise, they are not included in the lease term.
The table below summarizes supplemental balance sheet information related to operating leases:
| December 31, | ||
|---|---|---|
| 2023 | 2022 | |
| (Dollars in thousands) | ||
| Operating lease ROU assets | $46,611 | $55,034 |
| Current portion of long-term lease liabilities | 14,287 | 13,769 |
| Long-term lease liabilities | 38,383 | 45,319 |
The Company uses its incremental borrowing rate to present value lease payments in order to recognize a ROU asset and the related lease liability. The Company calculates its incremental borrowing rate by adding a spread to the FHLB borrowing interest rate at a given period. During the year ended December 31, 2023, the Company extendedten leases and there weretwo new lease contracts. Lease extension terms ranged fromtwo tosix years and the Company reassessed the ROU assets and lease liabilities related to these leases.
During the year ended December 31, 2023, the Company wrote off $2.2 million in operating lease ROU assets resulting from the branch consolidation ofseven locations. There wasno operating ROU assets written off during the same period of 2022.
The table below summarizes the Company’s net operating lease cost:
| Year Ended December 31, | |||
|---|---|---|---|
| 2023 | 2022 | 2021 | |
| (Dollars in thousands) | |||
| Operating lease cost | $15,309 | $15,455 | $15,487 |
| Variable lease cost | 3,341 | 4,617 | 3,205 |
| Sublease income | (143) | (687) | (456) |
| Net lease cost | $18,507 | $19,385 | $18,236 |
Rent expense for the years ended December 31, 2023, 2022, and 2021, totaled $20.5 million, $17.8 million, and $18.3 million, respectively.
The table below summarizes supplemental information related to the Company’s operating leases:
| At or for the Year Ended December 31, | ||
|---|---|---|
| 2023 | 2022 | |
| (Dollars in thousands) | ||
| Cash paid for amounts included in the measurement of lease liabilities: | ||
| Operating cash outflows for operating leases | $15,940 | $15,830 |
| Weighted-average remaining lease term - operating leases | 4.1 years | 4.7 years |
| Weighted-average discount rate - operating leases | 2.79% | 2.44% |
The table below summarizes the maturity of remaining lease liabilities:
| December 31, 2023 | |
|---|---|
| (Dollars in thousands) | |
| 2024 | $15,524 |
| 2025 | 13,950 |
| 2026 | 13,252 |
| 2027 | 7,745 |
| 2028 | 2,943 |
| 2029 and thereafter | 2,542 |
| Total lease payments | 55,956 |
| Less: imputed interest | 3,286 |
| Total lease obligations | $52,670 |
At December 31, 2023, the Company hadno operating lease commitments that had not yet commenced.
The Company did not have any finance leases at December 31, 2023 and 2022.
- DEPOSITS
Total deposits of $14.75 billion at December 31, 2023, decreased $985.0 million, or 6.3%, from $15.74 billion at December 31, 2022.
The aggregate amount of time deposits in denominations of more than $250 thousand at December 31, 2023 and 2022, was $2.24 billion and $2.39 billion, respectively. Included in time deposits of more than $250 thousand was $300.0 million in California State Treasurer’s deposits at December 31, 2023 and 2022. The California State Treasurer’s deposits are subject to withdrawal based on the State’s periodic evaluations. The Company is required to pledge eligible collateral of at least 110% of outstanding deposits. At December 31, 2023, securities with fair values of approximately $218.7 million and a $150.0 million letter of credit issued by the FHLB were pledged as collateral for the California State Treasurer’s deposits. At December 31, 2022, securities with fair values of approximately $348.0 million were pledged as collateral for the California State Treasurer’s deposits.
Brokered deposits at December 31, 2023 and 2022, totaled $1.54 billion and $1.18 billion, respectively. Brokered deposits at December 31, 2023, consisted of $164.1 million in money market and NOW accounts and $1.37 billion in time deposit accounts. Brokered deposits at December 31, 2022, consisted of $70.2 million in money market and NOW accounts and $1.11 billion in time deposit accounts.
The aggregate amount of unplanned overdrafts of demand deposits that were reclassified as loans was $2.0 million and $1.9 million at December 31, 2023 and 2022, respectively.
At December 31, 2023, the scheduled maturities for time deposits were as follows:
| December 31, 2023 | |
|---|---|
| (Dollars in thousands) | |
| Scheduled maturities in: | |
| 2024 | $5,910,485 |
| 2025 | 12,914 |
| 2026 | 6,742 |
| 2027 | 508 |
| 2028 | 18,646 |
| 2029 and thereafter | 17,462 |
| Total | $5,966,757 |
The following table presents the maturity schedules of time deposits in amounts of more than $250 thousand at December 31, 2023:
| December 31, 2023 | |
|---|---|
| (Dollars in thousands) | |
| Three months or less | $625,801 |
| Over three months through six months | 654,165 |
| Over six months through twelve months | 951,816 |
| Over twelve months | 8,765 |
| Total | $2,240,547 |
Interest expense on deposits for the periods indicated is summarized as follows:
| Year Ended December 31, | |||
|---|---|---|---|
| 2023 | 2022 | 2021 | |
| (Dollars in thousands) | |||
| Money market and NOW | $152,893 | $68,961 | $22,867 |
| Savings deposits | 8,858 | 3,802 | 3,623 |
| Time deposits | 279,480 | 42,076 | 15,521 |
| Total deposit interest expense | $441,231 | $114,839 | $42,011 |
- BORROWINGS
At December 31, 2023, borrowings totaled $1.80 billion, compared with $865.0 million at December 31, 2022. All of the Company’s borrowings at December 31, 2023 and December 31, 2022, had maturities of less than 12 months. The tables below summarize the Company’s borrowing lines at December 31, 2023 and 2022:
| December 31, 2023 | ||||
|---|---|---|---|---|
| TotalBorrowing Capacity · Borrowings Outstanding · Available Borrowing Capacity | ||||
| Amount · Weighted Average Rate | ||||
| (Dollars in thousands) | ||||
| FHLB | $4,167,168 | $100,000 | 5.73% | $4,067,168 |
| FRB Discount Window | 630,369 | — | —% | 630,369 |
| FRB Bank Term Funding Program (“BTFP”) | 1,707,909 | 1,695,726 | 4.47% | 12,183 |
| Unsecured Federal Funds lines | 312,315 | — | —% | 312,315 |
| Total | $6,817,761 | $1,795,726 | 4.54% | $5,022,035 |
| December 31, 2022 | ||||
|---|---|---|---|---|
| TotalBorrowing Capacity · Borrowings Outstanding · Available Borrowing Capacity | ||||
| Amount · Weighted Average Rate | ||||
| (Dollars in thousands) | ||||
| FHLB | $4,583,277 | $600,000 | 3.40% | $3,983,277 |
| FRB Discount Window | 670,058 | 265,000 | 4.50% | 405,058 |
| Unsecured Federal Funds lines | 451,180 | — | —% | 451,180 |
| Total | $5,704,515 | $865,000 | 3.74% | $4,839,515 |
The Company maintains a line of credit with the FHLB of San Francisco as a secondary source of funds. The borrowing capacity with the FHLB is limited to the lower of either 25% of the Bank’s total assets or the Bank’s collateral capacity. The terms of this credit facility require the Company to pledge eligible collateral with the FHLB equal to at least 100% of outstanding advances. At December 31, 2023 and 2022, loans with a carrying amount of approximately $7.60 billion and $8.08 billion, respectively, were pledged at the FHLB for outstanding advances and remaining borrowing capacity. At December 31, 2023 and 2022, other than FHLB stock, no securities were pledged as collateral at the FHLB. The purchase of FHLB stock is a prerequisite to become a member of the FHLB system, and the Company is required to own a certain amount of FHLB stock based on total asset size and outstanding borrowings. At December 31, 2023, $100.0 million in FHLB advances had a fixed interest rate until maturity.
As a member of the FRB system, the Bank may also borrow from the FRB discount window. The maximum amount that the Bank may borrow from the FRB’s discount window is up to 99% of the fair market value of the qualifying loans and securities that are pledged. At December 31, 2023, the outstanding principal balance of the qualifying loans pledged at the FRB discount window was $739.9 million. There wereno investment securities pledged at the discount window at December 31, 2023.
The Company availed itself of the BTFP, which was created in March 2023 to enhance banking system liquidity by allowing institutions to pledge certain securities at par value and borrow at terms of up to one year, with no prepayment penalties. In 2023, the BTFP was available to federally insured depository institutions in the U.S. at a fixed rate of ten basis points over the one-year overnight index swap rate, but in 2024, the interest rate is no lower than the interest rate on reserve balances in effect on the day the loan is made. At December 31, 2023, the Company had a total par value of $1.71 billion in investment securities that were pledged under the BTFP.
The Company also maintains unsecured federal funds borrowing lines with other banks. There wereno borrowings outstanding from other banks at December 31, 2023 and 2022.
- CONVERTIBLE NOTES ANDSUBORDINATED DEBENTURES
In 2018, the Company issued $217.5 million aggregate principal amount of 2.00% convertible senior notes maturing on May 15, 2038, in a private offering to qualified institutional buyers under Rule 144A of the Securities Act of 1933. The convertible notes can be converted into shares of the Company’s common stock at an initial rate of 45.0760 shares per $1,000 principal amount of the notes (equivalent to an initial conversion price of approximately $22.18 per share of common stock, which represented a premium of 22.50% to the closing stock price on the date of the pricing of the notes). Holders of the convertible notes had the option to convert all or a portion of the notes at any time on or after February 15, 2023. The convertible notes were callable by the Company, in part or in whole, on or after May 20, 2023, for 100% of the principal amount in cash. Holders of the convertible notes also have the option to put the notes back to the Company on May 15, 2028, or May 15, 2033, for 100% of the principal amount in cash. The convertible notes can be settled in cash, stock, or a combination of stock and cash at the option of the Company.
On May 15, 2023, most of the Company’s holders of the convertible notes elected to exercise their optional put right and the Company paid off $197.1 million principal amount of notes in cash. In addition, during the year ended December 31, 2023, the Company repurchased its notes in the aggregate principal amount of $19.9 million and recorded a gain on debt extinguishment of $405 thousand. The repurchased notes were immediately cancelled subsequent to the repurchase. These repurchases are separate from the optional put and were made through a third-party broker.
The convertible notes issued by the Company were initially separated into a debt component and an equity component, which represented the stock conversion options. In 2021, the Company early adopted ASU 2020-06 under the modified retrospective approach, subsequent to which, the Company now accounts for its convertible notes as a single debt instrument. At the adoption of ASU 2020-06, portions previously allocated to equity and the remaining convertible notes discount, which were both attributable to the equity component, were reversed. The reversal of the equity portions of the convertible notes totaled $18.3 million, net of taxes, which was recorded as a reduction to additional paid-in capital. The adoption of ASU 2020-06 also resulted in a$10.7 million net positive adjustment to beginning retained earnings.
The value of the convertible notes at issuance and the carrying value at December 31, 2023, 2022 and 2021, are presented in the tables below:
| CapitalizationPeriod · GrossCarryingAmount · December 31, 2023 | ||||
|---|---|---|---|---|
| Total Capitalization · Carrying Amount | ||||
| (Dollars in thousands) | ||||
| Convertible notes principal balance | $444 | $— | $444 | |
| Issuance costs to be capitalized | 5 years | — | — | — |
| Carrying balance of convertible notes | $444 | $— | $444 | |
| CapitalizationPeriod · GrossCarryingAmount · December 31, 2022 | ||||
|---|---|---|---|---|
| Total Capitalization · Carrying Amount | ||||
| (Dollars in thousands) | ||||
| Convertible notes principal balance | $217,500 | $— | $217,500 | |
| Issuance costs to be capitalized | 5 years | (4,119) | 3,767 | (352) |
| Carrying balance of convertible notes | $213,381 | $3,767 | $217,148 | |
| CapitalizationPeriod · GrossCarryingAmount · December 31, 2021 | ||||
|---|---|---|---|---|
| Accumulated Capitalization · Carrying Amount | ||||
| (Dollars in thousands) | ||||
| Convertible notes principal balance | $217,500 | $— | $217,500 | |
| Issuance costs to be capitalized | 5 years | (4,119) | 2,828 | (1,291) |
| Carrying balance of convertible notes | $213,381 | $2,828 | $216,209 | |
Interest expense on the convertible notes for the years ended December 31, 2023, 2022 and 2021, totaled $1.9 million, $5.3 million, and $5.3 million, respectively. Interest expense for the Company’s convertible notes consisted of accrued interest on the convertible note coupon and interest expense from capitalized issuance costs. Issuance cost capitalization expense was recorded for only the first five outstanding years of the convertible notes.
At December 31, 2023, the Company hadnine wholly-owned subsidiary grantor trusts that had issued $126.0 million of pooled trust preferred securities. Trust preferred securities accrue and pay distributions periodically at specified annual rates as provided in the indentures. The trusts used the net proceeds from the offering to purchase a like amount of subordinated debentures. The subordinated debentures are the sole assets of the trusts. The Company’s obligations under the subordinated debentures and related documents, taken together, constitute a full and unconditional guarantee by the Company of the obligations of the trusts. The trust preferred securities are mandatorily redeemable upon the maturity of the subordinated debentures, or upon earlier redemption as provided in the indentures. The Company has the right to redeem the subordinated debentures in whole (but not in part) on a quarterly basis at a redemption price specified in the indentures plus any accrued but unpaid interest to the redemption date. The Company also has a right to defer consecutive payments of interest on the subordinated debentures for up tofive years.
The following table is a summary of trust preferred securities and subordinated debentures at December 31, 2023:
| Issuance Trust | Issuance Date | Trust Preferred Security Amount | Carrying Value of Subordinated Debentures | Rate Type | Current Rate | Maturity Date |
|---|---|---|---|---|---|---|
| (Dollars in thousands) | ||||||
| Nara Capital Trust III | 06/05/2003 | $5,000 | $5,155 | Variable | 8.796% | 06/15/2033 |
| Nara Statutory Trust IV | 12/22/2003 | 5,000 | 5,155 | Variable | 8.505% | 01/07/2034 |
| Nara Statutory Trust V | 12/17/2003 | 10,000 | 10,310 | Variable | 8.589% | 12/17/2033 |
| Nara Statutory Trust VI | 03/22/2007 | 8,000 | 8,248 | Variable | 7.296% | 06/15/2037 |
| Center Capital Trust I | 12/30/2003 | 18,000 | 15,197 | Variable | 8.505% | 01/07/2034 |
| Wilshire Trust II | 03/17/2005 | 20,000 | 16,681 | Variable | 7.429% | 03/17/2035 |
| Wilshire Trust III | 09/15/2005 | 15,000 | 11,931 | Variable | 7.046% | 09/15/2035 |
| Wilshire Trust IV | 07/10/2007 | 25,000 | 19,245 | Variable | 7.026% | 09/15/2037 |
| Saehan Capital Trust I | 03/30/2007 | 20,000 | 15,903 | Variable | 7.212% | 06/30/2037 |
| Total | $126,000 | $107,825 | ||||
The carrying value of the subordinated debentures at December 31, 2023 and 2022, was $107.8 million and $106.6 million, respectively. At December 31, 2023 and 2022, acquired subordinated debentures had remaining discounts of $22.1 million and $23.3 million, respectively. The carrying balance of the subordinated debentures is net of remaining discounts and includes common trust securities.
The Company’s investment in the common trust securities of the issuer trusts was $3.9 million at December 31, 2023 and 2022, and was included in “Other assets” on the Company’s Consolidated Statements of Financial Condition. Although the subordinated debentures issued by the trusts are not included as a component of stockholders’ equity in the Consolidated Statements of Financial Condition, the debt is treated as capital for regulatory purposes. The Company’s trust preferred security debt issuances (less common trust securities) are includable in Tier 1 capital up to a maximum of 25% of capital on an aggregate basis, as they were grandfathered in under BASEL III.
- INCOME TAXES
The following presents a summary of income tax provision for the years ended December 31:
| Current | Deferred | Total | |
|---|---|---|---|
| (Dollars in thousands) | |||
| Federal | $22,076 | $3,158 | $25,234 |
| State | 17,998 | 982 | 18,980 |
| $40,074 | $4,140 | $44,214 | |
| Federal | $52,676 | $(6,366) | $46,310 |
| State | 34,050 | (2,589) | 31,461 |
| $86,726 | $(8,955) | $77,771 | |
| Federal | $28,382 | $12,599 | $40,981 |
| State | 22,692 | 7,027 | 29,719 |
| $51,074 | $19,626 | $70,700 | |
A reconciliation of the difference between the federal statutory income tax rate and the effective tax rate is shown in the following table for the years indicated:
| Year Ended December 31, | |||
|---|---|---|---|
| 2023 | 2022 | 2021 | |
| Statutory tax rate | 21.00% | 21.00% | 21.00% |
| State taxes-net of federal tax effect | 8.79% | 8.58% | 8.59% |
| CRA investment tax credit | (4.67)% | (2.99)% | (3.75)% |
| Bank owned life insurance | (0.24)% | (0.22)% | (0.17)% |
| Tax exempt municipal bonds and loans | (0.82)% | (0.26)% | (0.17)% |
| State tax rate change | 0.02% | 0.15% | (0.04)% |
| Changes in uncertain tax positions | (0.59)% | (0.23)% | 0.07% |
| Other | 1.37% | 0.24% | 0.15% |
| Effective income tax rate | 24.86% | 26.27% | 25.68% |
Deferred tax assets and liabilities at December 31, 2023 and 2022, were comprised of the following:
| December 31, | ||
|---|---|---|
| 2023 | 2022 | |
| (Dollars in thousands) | ||
| Deferred tax assets: | ||
| Depreciation | $651 | $— |
| Statutory bad debt deduction less than financial statement provision | 50,402 | 53,225 |
| Net operating loss carry-forward | 1,238 | 1,396 |
| Investment security provision | 607 | 469 |
| State tax deductions | 2,962 | 5,210 |
| Accrued compensation | 28 | 45 |
| Deferred compensation | 113 | 107 |
| Mark to market on loans held for sale | 4 | 3 |
| Nonaccrual loan interest | 4,246 | 4,044 |
| Other real estate owned | 14 | 455 |
| Non-qualified stock option and restricted share expense | 3,902 | 4,322 |
| Lease liabilities | 16,734 | 18,751 |
| Unrealized loss on securities AFS | 85,386 | 96,319 |
| Other | 7,132 | 8,178 |
| Total deferred tax assets | $173,419 | $192,524 |
| Deferred tax liabilities: | ||
| Purchase accounting fair value adjustment | $(7,667) | $(6,583) |
| Depreciation | — | (293) |
| FHLB stock dividends | (79) | (332) |
| Deferred loan costs | (8,410) | (9,983) |
| State taxes deferred and other | (3,660) | (3,875) |
| Prepaid expenses | (2,228) | (1,677) |
| Amortization of intangibles | (1,351) | (1,908) |
| ROU assets | (14,809) | (17,464) |
| Total deferred tax liabilities | $(38,204) | $(42,115) |
| Net deferred tax assets | $135,215 | $150,409 |
Income tax expense is the total of the current year income tax due or refundable and the change in deferred tax assets and liabilities. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion, or all, of the deferred tax asset will not be realized. In assessing the realization of deferred tax assets, management evaluates both positive and negative evidence, including the existence of any cumulative losses in the current year and the prior two years, the amount of taxes paid in available carry-back years, the forecasts of future income, applicable tax planning strategies, and assessments of current and future economic and business conditions. This analysis is updated quarterly and adjusted as necessary.
Based on the analysis, the Company has determined that a valuation allowance for deferred tax assets was not required at December 31, 2023 and 2022.
A summary of the Company’s net operating loss carry-forwards at December 31, 2023 and 2022, is as follows:
| Federal | State | |||||
|---|---|---|---|---|---|---|
| RemainingAmount | Expires | AnnualLimitation | RemainingAmount | Expires | AnnualLimitation | |
| (Dollars in thousands) | ||||||
| Saehan Bank (acquired by Wilshire) | $1,583 | 2030 | $226 | $2,035 | 2032 | $226 |
| Pacific International Bank | 3,570 | 2032 | 420 | — | N/A | — |
| Total | $5,153 | $646 | $2,035 | $226 | ||
| Saehan Bank (acquired by Wilshire) | $1,809 | 2030 | $226 | $2,261 | 2032 | $226 |
| Pacific International Bank | 3,989 | 2032 | 420 | — | N/A | — |
| Total | $5,798 | $646 | $2,261 | $226 | ||
In 2020, the California Assembly Bill 85 (A.B. 85) was signed into law. A.B. 85 suspends the use of the net operating loss (“NOL”) for the 2020, 2021, and 2022 tax years. For NOL incurred in tax years before 2020 for which a deduction is denied, the carryover period is extended by three years. On February 9, 2022, Senate Bill 113 (“S.B. 113”) was signed into law, and among other changes, S.B. reinstates the California NOL deductions for tax years beginning in 2022, in effect shortening the suspension period for NOL deductions from A.B. 85 by one year.
The Company and its subsidiaries are subject to U.S. federal income tax as well as income tax of the state of California and various other states. The statute of limitations for the assessment of taxes for the consolidated Federal income tax return is closed for all tax years up to and including 2019. The expiration of the statute of limitations for the assessment of taxes for the various state income and franchise tax returns for the Company and subsidiaries varies by state. The Company is currently under examination by the New York City Department of Finance for the 2016, 2017 and 2018 tax years. While the outcome of the examination is unknown, the Company expects no material adjustments. During 2023, The California Franchise Tax Board concluded an examination for the 2017 tax year with no material adjustments.
A reconciliation of the beginning and ending amount of unrecognized tax benefits for the years ended December 31, 2023 and 2022, is as follows:
| Year Ended December 31, | ||
|---|---|---|
| 2023 | 2022 | |
| (Dollars in thousands) | ||
| Balance at January 1, | $2,951 | $3,278 |
| Additions based on tax positions related to prior years | 169 | 434 |
| Settlement of tax positions related to prior years | (1,234) | — |
| Expiration of statute of limitations | (1,417) | (761) |
| Balance at December 31, | $469 | $2,951 |
The total amount of unrecognized tax benefits was $469 thousand at December 31, 2023, and $3.0 million at December 31, 2022. The total amount of tax benefits, if recognized, would favorably impact the effective tax rate by $434 thousand and $2.6 million at December 31, 2023 and 2022, respectively. Management believes it is reasonably possible that the unrecognized tax benefits may decrease by approximately $177 thousand within the next twelve months due to an anticipated settlement with a state tax authority and the expiration of statute of limitations.
- STOCK-BASED COMPENSATION
In 2019, the Company’s stockholders approved the 2019 stock-based incentive plan (the “2019 Plan”), which provides for grants of stock options, stock appreciation rights (“SARs”), restricted stock, performance shares, and performance units to non-employee directors and employees the Company. Stock options may be either incentive stock options (“ISOs”), as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), or nonqualified stock options (“NQSOs”).
The 2019 Plan provides the Company flexibility to (i) attract and retain qualified non-employee directors, executives and other key employees with appropriate equity-based awards; (ii) motivate high levels of performance; (iii) recognize employees’ contributions to the Company’s success; and (iv) align the interests of the participants with those of the Company’s stockholders. The 2019 Plan initially had 4,400,000 shares that were available for grant to participants. In 2023, an additional 150,000 shares of common stock were made available to be issued in connection with grants of restricted stock to be granted as inducement awards for potential new employment with the Company under the 2019 Plan as Exempt Awards and pursuant to Nasdaq Listing Rule 5635(c)(4); this pool was not previously approved by stockholders. These additional shares are not available to persons who previously served as an employee or director of the Company, other than following a bona fide period of non-employment. The Company has not issued, and does not expect to issue, any shares under this 150,000 inducement award pool. At December 31, 2023, there were 121,962 remaining shares available for future grants under the 2019 plan, excluding the 150,000 shares for inducement awards. The pool of available shares can be partially replenished for future grants to the extent there are forfeitures, expirations or otherwise terminations of existing equity awards without issuance of the shares underlying such awards. The exercise price for shares under an ISO may not be less than 100% of fair market value on the date the award is granted under the Code. Similarly, under the terms of the 2019 Plan, the exercise price for SARs and NQSOs may not be less than 100% of fair market value on the date of grant. Performance units are awarded to participants at the market price of the Company’s common stock on the date of award, after the lapse of the restriction period and the attainment of the performance criteria. All options not exercised generally expire 10 years after the date of grant.
ISOs, SARs, and NQSOs have vesting periods ofthree tofive years and have 10-year contractual terms. Restricted stock, performance shares, and performance units are granted with a restriction period of not less thanone year from the grant date for performance-based awards and not more than three years from the grant date for time-based vesting of grants. Compensation expense for awards is recognized over the vesting period.
With the exception of the shares that are underlying stock options and restricted stock awards, the Board of Directors may choose to settle the awards by paying the equivalent cash value or by delivering the appropriate number of shares.
The following is a summary of the Company’s stock option activity for the year ended December 31, 2023:
| Number of Shares | Weighted-Average Exercise Price Per Share | Weighted-AverageRemaining Contractual Life (Years) | Aggregate Intrinsic Value (Dollars in thousands) | |
|---|---|---|---|---|
| Outstanding - January 1, 2023 | 649,367 | $16.63 | ||
| Granted | — | — | ||
| Exercised | — | — | ||
| Expired | (20,000) | 17.18 | ||
| Forfeited | — | — | ||
| Outstanding - December 31, 2023 | 629,367 | $16.61 | 1.90 | $— |
| Options exercisable - December 31, 2023 | 629,367 | $16.61 | 1.90 | $— |
The following is a summary of the Company’s restricted stock and performance unit activity for the year ended December 31, 2023:
| Number of Shares | Weighted-Average Grant Date Fair Value | |
|---|---|---|
| Outstanding (unvested) - January 1, 2023 | 1,760,373 | $13.89 |
| Granted | 1,524,903 | 10.12 |
| Vested | (971,664) | 12.30 |
| Forfeited | (269,991) | 11.92 |
| Outstanding (unvested) - December 31, 2023 | 2,043,621 | $12.09 |
The total fair value of restricted stock and performance units vested for the years ended December 31, 2023, 2022, and 2021, was $9.5 million, $9.7 million, and $9.5 million, respectively.
The amount charged against income related to stock-based payment arrangements was $12.3 million, $12.3 million, and $8.4 million for the years ended December 31, 2023, 2022, and 2021, respectively. The income tax benefit recognized was approximately $3.1 million, $3.2 million, and $2.2 million for the years ended December 31, 2023, 2022, and 2021, respectively.
At December 31, 2023, unrecognized compensation expense related to non-vested stock option grants, restricted stock awards, performance share units and long term incentive plan totaled $11.5 million and was expected to be recognized over a remaining weighted average vesting period of 1.5 years.
In July 2022, the Company discontinued the Hope Employee Stock Purchase Plan (“ESPP”), which allowed eligible employees to purchase the Company’s common shares through payroll deductions, which build up between the offering date and the purchase date. At the purchase date, the Company used the accumulated funds to purchase shares of the Company’s common stock on behalf of the participating employees at a 10% discount to the closing price of the Company’s common shares. The closing price is the lower of either the closing price on the first day of the offering period or the closing price on the purchase date. The dollar amount of common shares purchased under the ESPP must not exceed 20% of the participating employee’s base salary, subject to a cap of $25 thousand in stock value based on the grant date. The ESPP was considered compensatory under GAAP and compensation expense for the ESPP was recognized as part of the Company’s stock-based compensation expense. No compensation expense was incurred for the ESPP during the year ended December 31, 2023, due to the plan’s discontinuation. The compensation expense for ESPP for the years ended December 31, 2022 and 2021, was $284 thousand and $431 thousand, respectively.
- EMPLOYEE BENEFIT PLANS
Deferred Compensation Plan—The Company established a deferred compensation plan that permits eligible officers, key executives, and directors to defer a portion of their compensation. The deferred compensation plan is still in effect and was amended in 2007 to be in compliance with IRC §409(A) regulations. The deferred compensation, together with accrued accumulated interest, is distributable in cash after retirement or termination of service. The deferred compensation liabilities at December 31, 2023 and 2022 amounted to $445 thousand and $482 thousand, respectively, and were included in “Other liabilities” in the Consolidated Statements of Financial Condition.
The Company established and the Board approved a Long Term Incentive Plan (“LTIP”) that rewards certain executive officers with deferred compensation if the Company meets certain performance goals, the NEOs meet individual performance goals, and the NEOs remain employed for a pre-determined period (between five andten years, depending on the officer). All NEOs are currently participating in the LTIP. The liabilities related to the LTIP at December 31, 2023 and 2022, totaled $590 thousand and $555 thousand, respectively, and were included in “Other liabilities” in the Consolidated Statements of Financial Condition.
401(k) Savings Plan—The Company established a 401(k) savings plan, which is open to all eligible employees who are 21 years old or over and have completed 3 months of service. The Company matches 75% of the first 8% of the employee’s compensation contributed. Employer matching is vested 25% after 2 years of service,50% after 3 years of service,75% after 4 years of service, and 100% after 5 or more years of service. Total employer contributions to the plan amounted to approximately $6.9 million, $5.9 million, and $5.8 million for 2023, 2022, and 2021, respectively.
Post-Retirement Benefit Plans—The Company purchased life insurance policies and entered into split dollar life insurance agreements with certain directors and officers. Under the terms of the split dollar life insurance agreements, a portion of the death benefits received by the Company will be paid to beneficiaries named by the directors and officers. Total death benefits received by the Company was $587 thousand, $1.2 million, and $1.3 million, for 2023, 2022, and 2021, respectively.
In 2016, the Company assumed Wilshire Bank’s Survivor Income Plans which was originally adopted in 2003 and 2005 for the benefit of the directors and officers in order to encourage their continued employment and service, and to reward them for their past contributions. Wilshire Bank had also entered into separate Survivor Income Agreements with officers and directors relating to the Survivor Income Plan. Under the terms of the Survivor Income Plan, each participant is entitled to a base amount of death proceeds as set forth in the participant’s election to participate, which base amount increases three percent per calendar year, but only until normal retirement age, which is 65. If the participant remains employed after age 65, the death benefit will be fixed at the amount determined at age 65. If a participant has attained age 65 prior to becoming a participant in the Survivor Income Plan, the death benefit shall be equal to the base amount set forth in their election to participate with no increases. The Company is obligated to pay any death benefit owed under the Survivor Income Plan in a lump sum within 90 days following the participant’s death.
In 2011, the Company assumed Center Bank’s Survivor Income Plan which was adopted in 2004 for the benefit of the directors and officers of the bank in order to encourage their continued employment and service, and to reward them for their past contributions. Under the terms of the Survivor Income Plan, each participant is entitled to a base amount of death proceeds as set forth in the participant’s election to participate. The Company is obligated to pay any death benefit owed under the Survivor Income Plan in a lump sum within 90 days following the participant’s death.
The participant’s rights under the Survivor Income Plans terminate upon termination of employment. Upon termination of employment (except for termination for cause), if the participant has achieved the vesting requirements outlined in the plan, the participant will have the option to convert the amount of death benefits calculated at such termination to a split dollar arrangement, provided such arrangement is available under bank regulations and/or tax laws. If available, the Company and the participant will enter into a split dollar agreement and a split dollar policy endorsement. Under such an arrangement, the Company would annually impute income to the officer or the director based on tax laws or rules in force upon conversion. The Company’s accumulated post-retirement benefit obligation at December 31, 2023, 2022, and 2021 was $6.3 million, $6.8 million, and $8.6 million, respectively.
- COMMITMENTS AND CONTINGENCIES
Legal Contingencies
In the normal course of business, the Company is involved in various legal claims. The Company has reviewed all legal claims against the Company with counsel for the year ended December 31, 2023, and has taken into consideration the views of such counsel as to the potential outcome of the claims. Loss contingencies for all legal claims totaled $535 thousand and $229 thousand at December 31, 2023 and 2022, respectively. It is reasonably possible that the Company may incur losses in excess of the amounts currently accrued. However, at this time, the Company is unable to estimate the range of additional losses that are reasonably possible because of a number of factors, including the fact that certain of these litigation matters are still in their early stages. Management believes that none of these legal claims, individually or in the aggregate, will have a material adverse effect on the results of operations or financial condition of the Company.
Unfunded Commitments and Letters of Credit
The following table presents a summary of commitments described below, as of the dates indicated below:
| December 31, | ||
|---|---|---|
| 2023 | 2022 | |
| (Dollars in thousands) | ||
| Unfunded commitments to extend credit | $2,274,239 | $2,856,263 |
| Standby letters of credit | 132,132 | 132,538 |
| Other letters of credit | 51,983 | 22,376 |
| Commitments to fund investments in affordable housing partnerships | 21,017 | 11,792 |
The Company is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit, standby letters of credit, commercial letters of credit, and commitments to fund investments in affordable housing partnerships. These instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the Consolidated Statements of Financial Condition. The Company’s exposure to credit loss in the event of nonperformance on commitments to extend credit and standby letters of credit is represented by the contractual notional amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as the Company does for extending loan facilities to customers. The Company evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary upon extension of credit, is based on the Company’s credit evaluation of the counterparty. The types of collateral that the Company may hold can vary and may include accounts receivable, inventory, property, plant and equipment, and income-producing properties.
The estimated exposure to loss from these commitments is included in the reserve for unfunded loan commitments, which is calculated by loan type using estimated line utilization rates based on historical usage. Loss rates for outstanding loans is applied to the estimated utilization rates to calculate the reserve for unfunded loan commitments. At December 31, 2023 and 2022, the reserve for unfunded loan commitments amounted to $3.8 million and $1.4 million, respectively.
Commitments and letters of credit generally have variable rates that are tied to the prime rate. The amount of fixed rate commitments is not considered material to this presentation. From time to time, the Company enters into certain types of contracts that contingently require the Company to indemnify parties against third party claims and other obligations customarily indemnified in the ordinary course of the Company’s business. The terms of such obligations vary, and, generally, a maximum obligation is not explicitly stated. Therefore, the overall maximum amount of the obligations cannot be reasonably estimated. The most significant of these contracts relate to certain agreements with the Company’s officers and directors under which the Company may be required to indemnify such persons for liabilities arising out of their employment or directorship relationship. Historically, the Company has not been obligated to make significant payments for these obligations, and no liabilities have been recorded for these obligations in its Consolidated Statements of Financial Condition at December 31, 2023 and 2022.
- FAIR VALUE MEASUREMENTS
Fair value is defined as the exchange price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date reflecting assumptions that a market participant would use when pricing an asset or liability. There are three levels of inputs that may be used to measure fair value. The fair value inputs of the instruments are classified and disclosed in one of the following categories pursuant to ASC 820:
Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. The quoted price shall not be adjusted for any blockage factor (i.e., size of the position relative to trading volume).
Level 2 - Pricing inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Fair value is determined through the use of models or other valuation methodologies, including the use of pricing matrices. If the asset or liability has a specified (contractual) term, a Level 2 input must be observable for substantially the full term of the asset or liability.
Level 3 - Pricing inputs are unobservable for the asset or liability. Unobservable inputs are used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date. The inputs into the determination of fair value require significant management judgment or estimation.
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an asset’s or liability’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.
The Company uses the following methods and assumptions in estimating fair value disclosures for financial instruments. Financial assets and liabilities recorded at fair value on a recurring and non-recurring basis are listed as follows:
Investment Securities
The fair values of investment securities AFS and HTM are determined by obtaining quoted prices on nationally recognized securities exchanges (Level 1 inputs) or matrix pricing, which is a technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities, but rather by relying on the securities’ relationship to other benchmark quoted securities (Level 2 inputs).
The fair value of the Company’s Level 3 security AFS was measured using an income approach valuation technique. The primary inputs and assumptions used in the fair value measurement was derived from the security’s underlying collateral, which included discount rate, prepayment speeds, payment delays, and an assessment of the risk of default of the underlying collateral, among other factors. Significant increases or decreases in any of the inputs or assumptions could result in a significant increase or decrease in the fair value measurement.
Equity Investments With Readily Determinable Fair Value
The fair value of the Company’s equity investments with readily determinable fair value is comprised of mutual funds. The fair value for these investments is obtained from unadjusted quoted prices in active markets on the date of measurement and is therefore classified as Level 1.
Interest Rate Contracts
The Company offers interest rate contracts to certain loan customers to allow them to hedge the risk of rising interest rates on their variable rate loans. The Company originates a variable rate loan and enters into a variable-to-fixed interest rate contract with the customer. The Company also enters into an offsetting interest rate contract with a correspondent bank. These back-to-back agreements are intended to offset each other and allow the Company to originate a variable rate loan, while providing a contract for fixed interest payments for the customer. The net cash flow for the Company is equal to the interest income received from a variable rate loan originated with the customer. The fair value of these derivatives is based on a discounted cash flow approach. The fair value of these derivatives is based on a discounted cash flow approach. The fair value assets and liabilities of centrally cleared interest rate contracts are net of variation margin settled-to-market. Due to the observable nature of the inputs used in deriving the fair value of these derivative contracts, the valuation of interest rate contracts is classified as Level 2.
Mortgage Banking Derivatives
Mortgage banking derivative instruments consist of interest rate lock commitments and forward sale contracts that trade in liquid markets. The fair value is based on the prices available from third party investors. Due to the observable nature of the inputs used in deriving the fair value, the valuation of mortgage banking derivatives is classified as Level 2.
Other Derivatives
Other derivatives consist of interest rate contracts designated as cash flow hedges, foreign exchange contracts and risk participation agreements. The fair values of these other derivative financial instruments are based upon the estimated amount the Company would receive or pay to terminate the instruments, taking into account current interest rates, foreign exchange rates and, when appropriate, the current credit worthiness of the counterparties. Fair value assets and liabilities of centrally cleared derivatives are net of variation margin settled-to-market. Interest rate contracts designated as cash flow hedges and foreign exchange contracts, which includes non-deliverable forward contracts, are classified within Level 2 due to the observable nature of the inputs used in deriving the fair value of these contracts. Credit derivatives such as risk participation agreements are valued based on credit worthiness of the underlying borrower, which is a significant unobservable input and therefore is classified as Level 3.
Collateral Dependent Loans
The fair values of collateral dependent loans are generally measured for ACL using the practical expedients permitted by ASC 326-20-35-5 including collateral dependent loans measured at an observable market price (if available), or at the fair value of the loan’s collateral (if the loan is collateral dependent). Fair value of the loan’s collateral, when the loan is dependent on collateral, is determined by appraisals or independent valuation, less costs to sell of 8.5%. Appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and income approach. Adjustment may be made in the appraisal process by the independent appraiser to adjust for differences between the comparable sales and income data available for similar loans and the underlying collateral. For C&I and asset backed loans, independent valuations may include a 20-60% discount for eligible accounts receivable and a 50-70% discount for inventory. These result in a Level 3 classification.
OREO
OREO is fair valued at the time the loan is foreclosed upon and the asset is transferred to OREO. The value is based primarily on third party appraisals, less costs to sell of up to 8.5% and result in a Level 3 classification of the inputs for determining fair value. OREO is reviewed and evaluated on at least a quarterly basis for additional impairment and adjusted to lower of cost or market accordingly, based on the same factors identified above.
Loans Held For Sale
Loans held for sale are carried at the lower of cost or fair value, as determined by outstanding commitments from investors, or based on recent comparable sales (Level 2 inputs), if available. If Level 2 inputs are not available, carrying values are based on discounted cash flows using current market rates applied to the estimated life and credit risk (Level 3 inputs) or may be assessed based upon the fair value of the collateral, which is obtained from recent real estate appraisals (Level 3 inputs). These appraisals may utilize a single valuation approach or a combination of approaches including the income approach. Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are typically significant and result in a Level 3 classification of the inputs for determining fair value.
Assets and liabilities measured at fair value on a recurring basis are summarized below:
| Fair Value Measurements at the End of the Reporting Period Using | ||||
|---|---|---|---|---|
| December 31, 2023 | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | |
| (Dollars in thousands) | ||||
| Assets: | ||||
| Investment securities AFS: | ||||
| U.S. Treasury securities | $103,677 | $103,677 | $— | $— |
| U.S. Government agency and U.S. Government sponsored enterprises: | ||||
| Agency securities | 3,900 | — | 3,900 | — |
| Collateralized mortgage obligations | 747,719 | — | 747,719 | — |
| Mortgage-backed securities: | ||||
| Residential | 420,298 | — | 420,298 | — |
| Commercial | 391,888 | — | 391,888 | — |
| Asset-backed securities | 149,670 | — | 149,670 | — |
| Corporate securities | 19,434 | — | 19,434 | — |
| Municipal securities | 308,473 | — | 307,615 | 858 |
| Equity investments with readily determinable fair value | 4,363 | 4,363 | — | — |
| Interest rate contracts | 54,302 | — | 54,302 | — |
| Mortgage banking derivatives | 7 | — | 7 | — |
| Other derivatives | 11,021 | — | 11,021 | — |
| Liabilities: | ||||
| Interest rate contracts | 55,622 | — | 55,622 | — |
| Mortgage banking derivatives | 17 | — | 17 | — |
| Other derivatives | 1,379 | — | 1,351 | 28 |
| Fair Value Measurements at the End of the Reporting Period Using | ||||
|---|---|---|---|---|
| December 31, 2022 | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | |
| (Dollars in thousands) | ||||
| Assets: | ||||
| Investment securities AFS: | ||||
| U.S. Treasury securities | $3,886 | $3,886 | $— | $— |
| U.S. Government agency and U.S. Government sponsored enterprises: | ||||
| Agency securities | 3,867 | — | 3,867 | — |
| Collateralized mortgage obligations | 793,699 | — | 793,699 | — |
| Mortgage-backed securities: | ||||
| Residential | 453,177 | — | 453,177 | — |
| Commercial | 368,287 | — | 368,287 | — |
| Asset-backed securities | 147,604 | — | 147,604 | — |
| Corporate securities | 18,857 | — | 18,857 | — |
| Municipal securities | 182,752 | — | 181,809 | 943 |
| Equity investments with readily determinable fair value | 4,303 | 4,303 | — | — |
| Interest rate contracts | 73,389 | — | 73,389 | — |
| Mortgage banking derivatives | 29 | — | 29 | — |
| Other derivatives | 25,462 | — | 25,462 | — |
| Liabilities: | ||||
| Interest rate contracts | 73,389 | — | 73,389 | — |
| Mortgage banking derivatives | 23 | — | 23 | — |
| Other derivatives | 2,160 | — | 2,128 | 32 |
There were no transfers between Levels 1, 2, and 3 during the year ended December 31, 2023 and 2022.
The table below presents a reconciliation and income statement classification of gains (losses) for the municipal security and risk participation agreements measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the years ended December 31, 2023 and 2022:
| Year Ended December 31, | ||
|---|---|---|
| 2023 | 2022 | |
| (Dollars in thousands) | ||
| Municipal securities: | ||
| Beginning Balance | $943 | $1,038 |
| Change in fair value included in other comprehensive income | (85) | (95) |
| Ending Balance | $858 | $943 |
| Risk participation agreements: | ||
| Beginning Balance | $32 | $93 |
| Change in fair value included in expense | (4) | (61) |
| Ending Balance | $28 | $32 |
The Company measures certain assets at fair value on a non-recurring basis including collateral dependent loans, loans held for sale, and OREO. These fair value adjustments result from individually evaluated ACL recognized during the period, application of the lower of cost or fair value on loans held for sale, and the application of fair value less cost to sell on OREO.
Assets measured at fair value on a non-recurring basis at December 31, 2023 and 2022, are summarized below:
| Fair Value Measurements at the End of the Reporting Period Using | ||||
|---|---|---|---|---|
| December 31, 2023 | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs(Level 3) | |
| (Dollars in thousands) | ||||
| Assets: | ||||
| Collateral dependent loans receivable at fair value: | ||||
| CRE loans | $3,475 | $— | $— | $3,475 |
| C&I loans | 2,701 | — | — | 2,701 |
| Loans held for sale, net | 2,287 | — | 2,287 | — |
| OREO | 63 | — | — | 63 |
| Fair Value Measurements at the End of the Reporting Period Using | ||||
|---|---|---|---|---|
| December 31, 2022 | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | |
| (Dollars in thousands) | ||||
| Assets: | ||||
| Collateral dependent loans receivable at fair value: | ||||
| CRE loans | $807 | $— | $— | $807 |
| C&I loans | 2,744 | — | — | 2,744 |
| Loans held for sale, net | 48,795 | — | 48,795 | — |
| OREO | 1,050 | — | — | 1,050 |
For assets measured at fair value on a non-recurring basis, the total net losses, which include charge offs, recoveries, recorded ACL, valuations, and recognized gains and losses on sales in 2023 and 2022 are summarized below:
| Year Ended December 31, | ||
|---|---|---|
| 2023 | 2022 | |
| (Dollars in thousands) | ||
| Assets: | ||
| Collateral dependent loans receivable at fair value: | ||
| CRE loans | $(1,511) | $(727) |
| C&I loans | (1,968) | (2,526) |
| Loans held for sale, net | (798) | (3,989) |
| OREO | (315) | (941) |
Fair Value of Financial Instruments
Carrying amounts and estimated fair values of financial instruments, not previously presented, at December 31, 2023 and 2022, were as follows:
| December 31, 2023 | |||
|---|---|---|---|
| Carrying Amount | Estimated Fair Value | Fair Value Measurement Using | |
| (Dollars in thousands) | |||
| Financial Assets: | |||
| Cash and cash equivalents | $1,928,967 | $1,928,967 | Level 1 |
| Investment securities HTM | 263,912 | 250,518 | Level 2 |
| Equity investments without readily determinable fair values | 39,387 | 39,387 | Level 2 |
| Loans held for sale | 3,408 | 3,419 | Level 2 |
| Loans receivable, net | 13,694,925 | 13,270,444 | Level 3 |
| Accrued interest receivable | 61,720 | 61,720 | Level 2/3 |
| Servicing assets, net | 9,631 | 14,853 | Level 3 |
| Customers’ liabilities on acceptances | 471 | 471 | Level 2 |
| Financial Liabilities: | |||
| Noninterest bearing deposits | $3,914,967 | $3,914,967 | Level 2 |
| Money market, interest bearing demand and savings deposits | 4,872,029 | 4,872,029 | Level 2 |
| Time deposits | 5,966,757 | 5,974,125 | Level 2 |
| FHLB and FRB borrowings | 1,795,726 | 1,795,820 | Level 2 |
| Convertible notes | 444 | 451 | Level 1 |
| Subordinated debentures | 107,825 | 99,358 | Level 3 |
| Accrued interest payable | 168,174 | 168,174 | Level 2 |
| Acceptances outstanding | 471 | 471 | Level 2 |
| December 31, 2022 | |||
| Carrying Amount | Estimated Fair Value | Fair Value Measurement Using | |
| (Dollars in thousands) | |||
| Financial Assets: | |||
| Cash and cash equivalents | $506,776 | $506,776 | Level 1 |
| Interest earning deposits in other financial institutions | 735 | 733 | Level 2 |
| Investment securities HTM | 271,066 | 258,407 | Level 2 |
| Equity investments without readily determinable fair values | 38,093 | 38,093 | Level 2 |
| Loans held for sale | 49,245 | 49,248 | Level 2 |
| Loans receivable, net | 15,241,181 | 14,745,881 | Level 3 |
| Accrued interest receivable | 55,460 | 55,460 | Level 2/3 |
| Servicing assets, net | 11,628 | 17,375 | Level 3 |
| Customers’ liabilities on acceptances | 818 | 818 | Level 2 |
| Financial Liabilities: | |||
| Noninterest bearing deposits | $4,849,493 | $4,849,493 | Level 2 |
| Money market, interest bearing demand and savings deposits | 5,899,248 | 5,899,248 | Level 2 |
| Time deposits | 4,990,060 | 5,020,093 | Level 2 |
| FHLB and FRB borrowings | 865,000 | 867,088 | Level 2 |
| Convertible notes, net | 217,148 | 213,937 | Level 1 |
| Subordinated debentures | 106,565 | 107,944 | Level 3 |
| Accrued interest payable | 26,668 | 26,668 | Level 2 |
| Acceptances outstanding | 818 | 818 | Level 2 |
The Company measures assets and liabilities for its fair value disclosures based on an exit price notion. Although the exit price notion represents the value that would be received to sell an asset or paid to transfer a liability, the actual price received for a sale of assets or paid to transfer liabilities could be different from exit price disclosed. The methods and assumptions used to estimate fair value are described as follows:
The carrying amount was the estimated fair value for cash and cash equivalents, savings and other nonmaturity interest bearing demand deposits, equity investments without readily determinable fair values, customers’ and Bank’s liabilities on acceptances, noninterest bearing deposits, short-term debt, secured borrowings, and variable rate loans or deposits that reprice frequently and fully. The fair value of loans was determined through a discounted cash flow analysis, which incorporates probability of default and loss given default rates on an individual loan basis. For fixed rate loans, the discount rate used in a discounted cash flow analysis was based on the SOFR Swap Rate. For variable loans, the discount rate started with the underlying index rate and an adjustment was made on certain loans, which considered factors such as servicing costs, capital charges, duration, asset type incremental costs, and use of projected cash flows. Fair values of residential real estate loans included Fannie Mae and Freddie Mac prepayment speed assumptions or a third-party index based on historical prepayment speeds. Fair value of time deposits was based on discounted cash flow analyses using recent issuance rates over the prior three months and a market rate analysis of recent offering rates for retail products. Wholesale time deposit fair values incorporated brokered time deposit offering rates. The fair value of the Company’s debt was based on current rates for similar financing with a liquidity premium added to assumed market spreads to reflect exit pricing and the marketability/liquidity costs contained with consummating an orderly transaction. Fair value for the Company’s convertible notes was based on the actual last traded price of the notes. The fair value of commitments to fund loans represents fees currently charged to enter into similar agreements with similar remaining maturities and was not presented herein, as the fair value of these financial instruments was not material to the consolidated financial statements.
- DERIVATIVE FINANCIAL INSTRUMENTS
As part of the Company’s overall interest rate risk management, the Company enters into derivative instruments, including interest rate swaps, collars, caps, floors, foreign exchange contracts, risk participation agreements and mortgage banking derivatives. The notional amount does not represent amounts exchanged by the parties. The amount exchanged is determined by reference to the notional amount and the other terms of the individual agreements. Derivative instruments are recognized on the balance sheet at their fair value and are not reported on a net basis.
The tables below present the fair value of the Company’s derivative financial instruments at December 31, 2023 and 2022. The Company’s derivative assets and derivative liabilities are located within “Other assets” and “Other liabilities”, respectively, on the Company’s Consolidated Statements of Financial Condition.
| December 31, 2023 | |||
|---|---|---|---|
| NotionalAmount · Fair Value | |||
| Other Assets · Other Liabilities | |||
| (Dollars in thousands) | |||
| Derivatives designated as cash flow hedges | |||
| Interest rate swaps | $725,000 | $— | $— |
| Interest rate collars | 250,000 | — | 1,149 |
| Forward interest rate swaps | 1,000,000 | 10,812 | — |
| Forward interest rate collars | 250,000 | 148 | — |
| Total | $2,225,000 | $10,960 | $1,149 |
| Derivatives not designated as hedges | |||
| Interest rate contracts with correspondent banks | $1,096,292 | $53,185 | $1,117 |
| Interest rate contracts with customers | 1,096,292 | 1,117 | 54,505 |
| Foreign exchange contracts with correspondent banks | 10,739 | 4 | 202 |
| Foreign exchange contracts with customers | 1,744 | 57 | — |
| Risk participation agreement | 130,365 | — | 28 |
| Mortgage banking derivatives | 1,377 | 7 | 17 |
| Total | $2,336,809 | $54,370 | $55,869 |
(1) The fair values of centrally-cleared derivative contracts are presented net of settled-to-market margin.
| December 31, 2022 | |||
|---|---|---|---|
| NotionalAmount · Fair Value | |||
| Other Assets · Other Liabilities | |||
| (Dollars in thousands) | |||
| Derivatives designated as cash flow hedges | |||
| Interest rate swaps | $614,000 | $19,773 | $1,227 |
| Forward interest rate swaps | 111,000 | 5,428 | — |
| Forward interest rate collars | 500,000 | 182 | 828 |
| Total | $1,225,000 | $25,383 | $2,055 |
| Derivatives not designated as hedges | |||
| Interest rate contracts with correspondent banks | $1,013,407 | $73,059 | $330 |
| Interest rate contracts with customers | 1,013,407 | 330 | 73,059 |
| Foreign exchange contracts with correspondent banks | 2,359 | 79 | — |
| Foreign exchange contracts with customers | 2,359 | — | 73 |
| Risk participation agreement | 134,282 | — | 32 |
| Mortgage banking derivatives | 2,801 | 29 | 23 |
| Total | $2,168,615 | $73,497 | $73,517 |
Derivatives designated as cash flow hedges
The Company had 23 interest rate contracts at December 31, 2023, with a total notional amount of $2.23 billion designated as cash flow hedges of loans, deposits and borrowings tied to SOFR and Federal Funds. The designated hedged interest rate swap contracts consisted of 15 non-forward starting interest rate swaps with a notional amount of $725.0 million and a weighted average term of 3.1 years, one non-forward starting interest rate option with dealers (collars) with a notional amount of $250.0 million and a weighted average term of 3.0 years, six forward starting interest rate swaps with a notional amount of $1.00 billion and a weighted average term of 3.0 years, andone forward starting interest rate option with dealers (collars) with a notional amount of $250.0 million and a weighted average term of 3.0 years.
The Company had 17 interest rate contracts at December 31, 2022, with a total notional amount of $1.23 billion designated as cash flow hedges of liabilities tied to SOFR and Federal Funds. The designated hedged interest rate swap contracts consisted of 13 non-forward starting interest rate swaps with a notional amount of $614.0 million and a weighted average term of 4.1 years, two forward starting interest rate swaps with a notional amount of $111.0 million and a weighted average term of 3.9 years, andtwo forward starting interest rate options with dealers (collars) with a notional amount of $500.0 million and a weighted average term of 3.0 years.
The Company’s swaps were determined to be fully effective during the periods presented. The aggregate fair value of the swaps was recorded in assets or liabilities with changes in fair value recorded in other comprehensive income. The gain or loss on derivatives was recorded in AOCI and is subsequently reclassified into interest income and interest expense in the period during which the hedged forecasted transaction affects earnings. Amounts reported in AOCI related to interest rate swap derivatives will be reclassified to interest income and interest expense as interest payments are received or paid on the Company’s derivatives. The Company expects the hedges to remain fully effective throughout the remaining terms. The Company expects to reclassify, during the next 12 months, approximately $2.3 million from AOCI as a decrease to interest income, and $9.8 million from AOCI as a decrease to interest expense.
The table below presents the gains (losses) on derivative instruments designated as cash flow hedges, that were reclassified from AOCI into earnings for the periods indicated:
| Year Ended December 31, | ||||
|---|---|---|---|---|
| Derivative Instruments Designated as Cash Flow Hedges | Location of Gain (Loss)Recognized in Income | 2023 | 2022 | 2021 |
| (Dollars in thousands) | ||||
| Interest rate contracts | Interest income on cash and deposits at other banks | $— | $574 | $— |
| Interest rate contracts | Interest income and fees on loans | (96) | — | — |
| Interest rate contracts | Interest expense on deposits | 11,589 | — | — |
| Interest rate contracts | Interest expense on FHLB and FRB borrowings | 4,836 | 1,451 | — |
| Interest rate contracts | Swap fees income | — | — | (319) |
| Total | $16,329 | $2,025 | $(319) | |
Total cash held as collateral for interest rate contracts designated as cash flow hedges was $22.9 million at December 31, 2023, and $3.1 million at December 31, 2022.
Derivatives not designated as hedges
The Company’s derivatives not designated as hedges are not speculative and result from a service the Company provides to certain customers.
The Company offers a loan hedging program to certain loan customers. Through this program, the Company originates a variable rate loan with the customer. The Company and the customer will then enter into a fixed interest rate swap. Simultaneously, an identical offsetting swap is entered into by the Company with a correspondent bank. These “back-to-back” swap arrangements are intended to offset each other and allow the Company to book a variable rate loan, while providing the customer with a contract for fixed interest payments. In these arrangements, the Company’s net cash flow is equal to the interest income received from the variable rate loan originated with the customer. These customer interest rate contracts are not designated as hedging instruments and are recorded at fair value in other assets and other liabilities. The change in fair value is recognized in the income statement as other income and fees. The Company is required to hold cash as collateral for the interest rate contracts that are not centrally cleared, which is recorded in “Other assets” on the Consolidated Statements of Financial Condition. Total cash held as collateral for back-to-back interest rate contracts was $0 at December 31, 2023, and $9.1 million at December 31, 2022.
The Company offers foreign exchange contracts to customers to purchase and/or sell foreign currencies at set rates in the future. The foreign exchange contracts allow customers to hedge the foreign exchange rate risk of their deposits and loans denominated in foreign currencies. In conjunction with this, the Company enters into offsetting back-to-back contracts with institutional counterparties to hedge the Company’s foreign exchange rate risk. The Company also enters into certain foreign exchange contracts with institutional counterparties, including non-deliverable forward contracts, to manage its foreign exchange rate risk. These foreign exchange contracts are not designated as hedging instruments and are recorded at fair value in other assets and other liabilities. During the years ended December 31, 2023 and 2022, the changes in fair value on foreign exchange contracts were a loss of $147 thousand and a gain of $6 thousand, respectively, and were recognized in the Consolidated Statements of Income as other income and fees.
At December 31, 2023, the Company had risk participation agreements with an outside counterparty for interest rate swaps related to loans in which it is a participant. The risk participation agreements provide credit protection to the financial institution should the borrowers fail to perform on their interest rate derivative contracts. Risk participation agreements are credit derivatives not designated as hedges. Credit derivatives are not speculative and are not used to manage interest rate risk in assets or liabilities. Changes in the fair value of credit derivatives are recognized directly in earnings. The fee received, less the estimate of the loss for credit exposure, is recognized in earnings at the time of the transaction. At December 31, 2023, the notional amount of the risk participation agreements sold was $130.4 million with a credit valuation adjustment of $28 thousand. At December 31, 2022, the notional amount of the risk participation agreements sold was $134.3 million with a credit valuation adjustment of $32 thousand.
The Company enters into various stand-alone mortgage-banking derivatives in order to hedge the risk associated with the fluctuation of interest rates. Changes in fair value are recorded as mortgage banking revenue. Residential mortgage loans funded with interest rate lock commitments and forward commitments for the future delivery of mortgage loans to third party investors are considered derivatives. At December 31, 2023, the Company had approximately $1.4 million in interest rate lock commitments and total forward sales commitments for the future delivery of residential mortgage loans. At December 31, 2022, the Company had approximately $2.8 million in interest rate lock commitments and total forward sales commitments for the future delivery of residential mortgage loans.
- STOCKHOLDERS’ EQUITY
Total stockholders’ equity at December 31, 2023, was $2.12 billion, compared with $2.02 billion at December 31, 2022. The increase in stockholders’ equity was due primarily to increases in retained earnings from income earned during the year and in AOCI, offset partially by a decrease from cash dividends paid in 2023.
In July 2021, the Company’s Board of Directors approved a share repurchase program that authorized the Company to repurchase $50.0 million of its common stock. In 2021, the Company completed the repurchase plan through the repurchase of 3,682,268 shares of common stock totaling $50.0 million. In January 2022, the Company’s Board of Directors approved another share repurchase program that authorized the Company to repurchase up to an additional $50.0 million of its common stock, of which $35.3 million remained available at December 31, 2023. During the year ended December 31, 2023, the Company didnot repurchase any shares of common stock as part of this program (see Part II, Item 5 “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities” for additional information). Repurchased shares were recorded as treasury stock and reduced the total number of common stock outstanding.
Dividends
The Company’s Board of Directors approved and the Company paid quarterly dividends of $0.14 per common share in each quarter of 2023 and 2022. The Company paid aggregate dividends of $67.1 million and $67.1 million to common stockholders in 2023 and 2022, respectively.
Accumulated Other Comprehensive Income (Loss)
The following table presents the changes to AOCI for the years ended December 31, 2023, 2022, and 2021:
| Year Ended December 31, | |||
|---|---|---|---|
| 2023 | 2022 | 2021 | |
| (Dollars in thousands) | |||
| Balance at beginning of period | $(230,857) | $(11,412) | $32,753 |
| Unrealized net gains (losses) on securities AFS | 32,543 | (297,919) | (65,551) |
| Unrealized net losses on securities AFS transferred to HTM | — | (36,576) | — |
| Unrealized net gains on interest rate swaps used for cash flow hedge | 17,024 | 23,062 | 2,893 |
| Reclassification adjustments for net (gains) losses realized in net income | (12,514) | 253 | 319 |
| Tax effect | (10,934) | 91,735 | 18,174 |
| Other comprehensive income (loss), net of tax | 26,119 | (219,445) | (44,165) |
| Balance at end of period | $(204,738) | $(230,857) | $(11,412) |
Reclassifications for net gains and losses realized in net income for the years ended December 31, 2023, 2022, and 2021, related to net gains on interest rate contracts designated as cash flow hedges and amortization on unrealized losses from transferred investment securities to HTM. Gains and losses on interest rate contracts are recorded in interest income, interest expense and noninterest income under other income and fees in the Consolidated Statements of Income. The unrealized holding losses at the date of transfer on securities HTM will continue to be reported, net of taxes, in AOCI as a component of stockholders’ equity and be amortized over the remaining life of the securities as an adjustment of yield, offsetting the impact on yield of the corresponding discount amortization.
For the year ended December 31, 2023, the Company reclassified net gains of $16.3 million from other comprehensive income to interest income and interest expense. For the year ended December 31, 2022, the Company reclassified net gains of $2.0 million from other comprehensive income to interest income and interest expense. For the year ended December 31, 2021, the Company reclassified net losses of $319 thousand from other comprehensive income to losses from cash flow hedge relationships.
For the year ended December 31, 2023, the Company recorded reclassification adjustments as a reduction to interest income of $3.8 million from other comprehensive losses to amortize transferred unrealized losses to investment securities HTM, compared with $2.3 million and $0 for the same periods in 2022 and 2021, respectively.
- REGULATORY MATTERS
The Company and the Bank are subject to various regulatory capital requirements administered by the federal and state banking agencies. Failure to meet minimum capital requirements can result in certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a material and adverse effect on the Company’s and the Bank’s business, financial condition and results of operation, such as restrictions on growth or the payment of dividends or other capital distributions or management fees. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and the Bank must meet specific capital guidelines that involve quantitative measures of their assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.
On January 1, 2020, the Company adopted ASU 2016-13 and implemented the CECL methodology. In response to the COVID-19 pandemic, federal regulatory agencies published a final rule that provides the option to delay the cumulative effect of the day 1 impact of CECL adoption on regulatory capital, along with 25% of the change in the adjusted allowance for credit losses (as computed for regulatory capital purposes, which excludes purchased credit deteriorated (“PCD”) loans), for two years, followed by a three-year phase-in period. The Company has elected the five-year transition period consistent with the final rule issued by the federal regulatory agencies. At December 31, 2023, the ratios for the Company and the Bank were sufficient to meet the fully phased-in conservation buffer.
At December 31, 2023 and 2022, the Bank’s capital levels exceeded the minimums necessary to be considered “well-capitalized” under the regulatory framework for prompt corrective action. To generally be categorized as “well-capitalized”, the Bank must maintain a minimum total capital ratio, Tier 1 capital ratio, common equity Tier 1 capital ratio, and leverage ratio as set forth in the following table. Management is not aware of any conditions or events since December 31, 2023 that would cause management to believe the institution would be considered to be in a lower capital category.
The Company’s and the Bank’s capital levels and regulatory ratios are presented in the tables below for the dates indicated and include the effects of the Company’s election to utilize the five-year transition described above:
| Actual · Ratio Required for Capital Adequacy Purposes · Ratio Required To Be Well-Capitalized · Ratio Required for Minimum Capital Adequacy With Capital Conservation Buffer | |||||
|---|---|---|---|---|---|
| December 31, 2023 · Amount · Ratio | |||||
| (Dollars in thousands) | |||||
| Common equity Tier 1 capital(to risk weighted assets): | |||||
| Company | $1,869,774 | 12.28% | 4.50% | N/A | 7.00% |
| Bank | $1,940,303 | 12.75% | 4.50% | 6.50% | 7.00% |
| Tier 1 capital (to risk-weighted assets): | |||||
| Company | $1,973,698 | 12.96% | 6.00% | N/A | 8.50% |
| Bank | $1,940,303 | 12.75% | 6.00% | 8.00% | 8.50% |
| Total capital (to risk-weighted assets): | |||||
| Company | $2,120,157 | 13.92% | 8.00% | N/A | 10.50% |
| Bank | $2,086,762 | 13.71% | 8.00% | 10.00% | 10.50% |
| Leverage capital (to average assets): | |||||
| Company | $1,973,698 | 10.11% | 4.00% | N/A | N/A |
| Bank | $1,940,303 | 9.94% | 4.00% | 5.00% | N/A |
| Actual · Ratio Required for Capital Adequacy Purposes · Ratio Required To Be Well-Capitalized · Ratio Required for Minimum Capital Adequacy With Capital Conservation Buffer | |||||
|---|---|---|---|---|---|
| December 31, 2022 · Amount · Ratio | |||||
| (Dollars in thousands) | |||||
| Common equity Tier 1 capital(to risk weighted assets): | |||||
| Company | $1,799,020 | 10.55% | 4.50% | N/A | 7.00% |
| Bank | $2,049,973 | 12.03% | 4.50% | 6.50% | 7.00% |
| Tier 1 capital (to risk-weighted assets): | |||||
| Company | $1,901,685 | 11.15% | 6.00% | N/A | 8.50% |
| Bank | $2,049,973 | 12.03% | 6.00% | 8.00% | 8.50% |
| Total capital (to risk-weighted assets): | |||||
| Company | $2,041,319 | 11.97% | 8.00% | N/A | 10.50% |
| Bank | $2,189,607 | 12.85% | 8.00% | 10.00% | 10.50% |
| Leverage capital (to average assets): | |||||
| Company | $1,901,685 | 10.15% | 4.00% | N/A | N/A |
| Bank | $2,049,973 | 10.94% | 4.00% | 5.00% | N/A |
- REVENUE RECOGNITION
Noninterest revenue streams within the scope of Topic 606 are discussed below.
Service Charges on Deposit Accounts and Wire Transfer Fees
Service charges on noninterest and interest bearing deposit accounts consist of monthly service charges, customer analysis charges, non-sufficient funds (“NSF”) charges, and other deposit account related charges. The Company’s performance obligation for account analysis charges and monthly service charges is generally satisfied, and the related revenue is recognized, over the period in which the service is provided. NSF charges, other deposit account related charges, and wire transfer fees are transaction based, and therefore the Company’s performance obligation is satisfied at the point of the transaction, and related revenue recognized at that point in time. Payment for service charges on deposit accounts is primarily received immediately or in the following month through a direct charge to customers’ accounts.
Service charges on deposit accounts and wire transfers are summarized below:
| Year Ended December 31, | |||
|---|---|---|---|
| 2023 | 2022 | 2021 | |
| (Dollars in thousands) | |||
| Noninterest bearing deposit account income: | |||
| Monthly service charges | $969 | $997 | $1,065 |
| Customer analysis charges | 5,043 | 4,602 | 3,219 |
| NSF charges | 2,991 | 2,889 | 2,554 |
| Other service charges | 365 | 355 | 345 |
| Total noninterest bearing deposit account income | 9,368 | 8,843 | 7,183 |
| Interest bearing deposit account income: | |||
| Monthly service charges | 98 | 95 | 92 |
| Total service fees on deposit accounts | $9,466 | $8,938 | $7,275 |
| Wire transfer fee income: | |||
| Wire transfer fees | $2,749 | $3,005 | $3,082 |
| Foreign exchange fees | 573 | 472 | 437 |
| Total wire transfer fees | $3,322 | $3,477 | $3,519 |
- EARNINGS PER SHARE (“EPS”)
Earnings per share are computed by dividing net income by the weighted average number of common shares outstanding for the period. Basic EPS does not reflect the possibility of dilution that could result from the issuance of additional shares of common stock upon exercise or conversion of outstanding equity awards or convertible notes. Diluted EPS reflects the potential dilution that could occur if stock options, convertible notes, employee stock purchase program (“ESPP”) shares, or other contracts to issue common stock were exercised or converted to common stock that would then share in earnings. For the years ended December 31, 2023, 2022 and 2021, stock options and restricted share awards of 866,959,693,668, and 772,707 shares of common stock, respectively, were excluded in computing diluted earnings per common share because they were anti-dilutive.
In 2018, the Company issued $217.5 million in convertible senior notes maturing on May 15, 2038, of which $444 thousand remained outstanding at December 31, 2023. The convertible notes can be converted into the Company’s shares of common stock at an initial rate of 45.0760 shares per $1,000 principal amount of the notes (See Note 10 “Convertible Notes and Subordinated Debentures” for additional information regarding convertible notes issued). For the years ended December 31, 2023, 2022 and 2021, shares related to the convertible notes issued were not included in the Company’s diluted EPS calculation. In accordance with the terms of the convertible notes and settlement options available to the Company, no shares would have been delivered to investors of the convertible notes upon assumed conversion based on the Company’s common stock price during the years ended December 31, 2023, 2022 and 2021 as the conversion price exceeded the market price of the Company’s stock.
In July 2021, the Company’s Board of Directors approved a share repurchase program that authorized the Company to repurchase $50.0 million of its common stock. In January 2022, the Company’s Board of Directors approved a share repurchase program that authorizes the Company to repurchase up to an additional $50.0 million of its common stock. During the year ended December 31, 2021, the Company repurchased 3,682,268 shares of common stock totaling $50.0 million. During the year ended December 31, 2022, the Company repurchased 1,038,986 shares of common stock totaling $14.7 million. During the year ended December 31, 2023, the Company didnot repurchase any shares of common stock as part of the share repurchase program.
The following table presents the computation of basic and diluted EPS for the years ended December 31, 2023, 2022, and 2021.
| Net Income(Numerator) · Weighted-Average Shares(Denominator) · EarningsPerShare | ||||
|---|---|---|---|---|
| (Dollars in thousands, except share and per share data) | ||||
| Basic EPS - common stock | $133,673 | 119,906,109 | $1.11 | |
| Effect of dilutive securities: | ||||
| Stock options and restricted stock | 487,148 | |||
| Diluted EPS - common stock | $133,673 | 120,393,257 | $1.11 | |
| Basic EPS - common stock | $218,277 | 119,824,970 | $1.82 | |
| Effect of dilutive securities: | ||||
| Stock options, restricted stock, and ESPP shares | 647,375 | |||
| Diluted EPS - common stock | $218,277 | 120,472,345 | $1.81 | |
| Basic EPS - common stock | $204,572 | 122,321,768 | $1.67 | |
| Effect of dilutive securities: | ||||
| Stock options, restricted stock, and ESPP shares | 811,257 | |||
| Diluted EPS - common stock | $204,572 | 123,133,025 | $1.66 | |
- SERVICING ASSETS
Total servicing assets at December 31, 2023, totaled $9.6 million and were comprised of $7.6 million in SBA servicing assets and $2.1 million in mortgage related servicing assets. At December 31, 2022, servicing assets totaled $11.6 million, comprised of $8.9 million in SBA servicing assets and $2.7 million in mortgage related servicing assets. At December 31, 2023 and 2022, the Company did not have a valuation allowance on its servicing assets.
The changes in servicing assets for the years ended December 31, 2023, 2022 and 2021, were as follows:
| Year Ended December 31, | |||
|---|---|---|---|
| 2023 | 2022 | 2021 | |
| (Dollars in thousands) | |||
| Balance at beginning of period | $11,628 | $10,418 | $12,692 |
| Additions through originations of servicing assets | 1,892 | 5,200 | 2,880 |
| Amortization | (3,889) | (3,990) | (5,154) |
| Balance at end of period | $9,631 | $11,628 | $10,418 |
Loans serviced for others are not reported as assets. The principal balances of loans serviced for other institutions were $987.4 million and $1.10 billion at December 31, 2023 and 2022, respectively.
The Company utilizes the discounted cash flow method to calculate the initial excess servicing assets. The inputs used in evaluating servicing assets for impairment at December 31, 2023 and 2022, are presented below.
| December 31, | ||
|---|---|---|
| 2023 | 2022 | |
| SBA Servicing Assets: | ||
| Weighted-average discount rate | 11.12% | 8.76% |
| Constant prepayment rate | 12.17% | 12.09% |
| Mortgage Servicing Assets: | ||
| Weighted-average discount rate | 11.00% | 11.38% |
| Constant prepayment rate | 9.52% | 9.61% |
- CONDENSED FINANCIAL STATEMENTS OF PARENT COMPANY
The following presents the unconsolidated condensed statements of financial condition for only the parent company, Hope Bancorp, at December 31, 2023 and 2022:
| December 31, | ||
|---|---|---|
| 2023 | 2022 | |
| (Dollars in thousands) | ||
| ASSETS: | ||
| Cash and cash equivalents | $27,217 | $62,380 |
| Other assets | 11,503 | 11,689 |
| Investment in bank subsidiary | 2,191,747 | 2,270,280 |
| Total assets | $2,230,467 | $2,344,349 |
| LIABILITIES: | ||
| Convertible notes, net | $444 | $217,148 |
| Subordinated debentures, net | 107,825 | 106,565 |
| Accounts payable and other liabilities | 955 | 1,308 |
| Total liabilities | 109,224 | 325,021 |
| Stockholders’ equity | 2,121,243 | 2,019,328 |
| Total liabilities and stockholders’ equity | $2,230,467 | $2,344,349 |
The following presents the unconsolidated condensed statements of income for only the parent company, Hope Bancorp, for the years ended December 31, 2023, 2022 and 2021:
STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
| Year Ended December 31, | |||
|---|---|---|---|
| 2023 | 2022 | 2021 | |
| (Dollars in thousands) | |||
| Interest income | $— | $— | $— |
| Interest expense | (12,421) | (11,330) | (9,186) |
| Noninterest income | 405 | — | — |
| Noninterest expense | (6,808) | (7,212) | (5,633) |
| Dividends from subsidiary, net | 260,500 | 133,000 | 128,000 |
| Equity in undistributed earnings of subsidiary | (113,559) | 98,354 | 87,025 |
| Income before income tax benefit | 128,117 | 212,812 | 200,206 |
| Income tax benefit | 5,556 | 5,465 | 4,366 |
| Net income | 133,673 | 218,277 | 204,572 |
| Other comprehensive income (loss), net of tax | 26,119 | (219,445) | (44,165) |
| Comprehensive income (loss) | $159,792 | $(1,168) | $160,407 |
The following presents the unconsolidated condensed statements of cash flows for only the parent company, Hope Bancorp, for the years ended December 31, 2023, 2022 and 2021:
STATEMENTS OF CASH FLOWS
| Year Ended December 31, | |||
|---|---|---|---|
| 2023 | 2022 | 2021 | |
| (Dollars in thousands) | |||
| CASH FLOWS FROM OPERATING ACTIVITIES: | |||
| Net income | $133,673 | $218,277 | $204,572 |
| Adjustments to reconcile net income to net cash from operating activities: | |||
| Amortization and capitalization | 1,602 | 2,150 | 2,115 |
| Stock-based compensation expense | 340 | 502 | 141 |
| Net gain on convertible notes repurchased | (405) | — | — |
| Change in other assets | 186 | (307) | (326) |
| Change in accounts payable and other liabilities | (353) | 368 | 25 |
| Equity in undistributed earnings of bank subsidiary | 113,559 | (98,354) | (87,025) |
| Net cash provided by operating activities | 248,602 | 122,636 | 119,502 |
| CASH FLOWS FROM INVESTING ACTIVITIES: | |||
| Proceeds from sale of equity investments | — | — | — |
| Net cash provided by investing activities | — | — | — |
| CASH FLOWS USED IN FINANCING ACTIVITIES: | |||
| Issuance of additional stock pursuant to various stock plans | 1 | 531 | — |
| Repurchase and repayment of convertible notes | (216,641) | — | — |
| Purchase of treasury stock | — | (14,667) | (50,000) |
| Payments of cash dividends | (67,125) | (67,126) | (68,666) |
| Net cash used in financing activities | (283,765) | (81,262) | (118,666) |
| NET CHANGE IN CASH AND CASH EQUIVALENTS | (35,163) | 41,374 | 836 |
| CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR | 62,380 | 21,006 | 20,170 |
| CASH AND CASH EQUIVALENTS, END OF YEAR | $27,217 | $62,380 | $21,006 |
- QUARTERLY FINANCIAL DATA (UNAUDITED)
Summarized unaudited quarterly financial data follows for the three months ended:
| 2023 Three Months Ended, | ||||
|---|---|---|---|---|
| March 31 | June 30 | September 30 | December 31 | |
| (Dollars in thousands, except per share data) | ||||
| Interest income | $236,677 | $267,184 | $275,793 | $269,224 |
| Interest expense | 102,799 | 136,495 | 140,415 | 143,308 |
| Net interest income before provision for credit losses | 133,878 | 130,689 | 135,378 | 125,916 |
| Provision for credit losses | 1,700 | 8,900 | 16,800 | 1,700 |
| Net interest income after provision for credit losses | 132,178 | 121,789 | 118,578 | 124,216 |
| Noninterest income | 10,978 | 17,014 | 8,305 | 9,280 |
| Noninterest expense | 90,354 | 87,333 | 86,873 | 99,891 |
| Income before income tax provision | 52,802 | 51,470 | 40,010 | 33,605 |
| Income tax provision | 13,681 | 13,448 | 9,961 | 7,124 |
| Net income | $39,121 | $38,022 | $30,049 | $26,481 |
| Basic earnings per common share | $0.33 | $0.32 | $0.25 | $0.22 |
| Diluted earnings per common share | $0.33 | $0.32 | $0.25 | $0.22 |
| 2022 Three Months Ended, | ||||
|---|---|---|---|---|
| March 31 | June 30 | September 30 | December 31 | |
| (Dollars in thousands, except per share data) | ||||
| Interest income | $144,872 | $157,824 | $189,182 | $224,237 |
| Interest expense | 11,696 | 16,286 | 35,996 | 73,716 |
| Net interest income before provision (credit) for credit losses | 133,176 | 141,538 | 153,186 | 150,521 |
| Provision (credit) for credit losses | (11,000) | 3,200 | 9,200 | 8,200 |
| Net interest income after provision (credit) for credit losses | 144,176 | 138,338 | 143,986 | 142,321 |
| Noninterest income | 13,186 | 12,746 | 13,355 | 12,110 |
| Noninterest expense | 75,373 | 80,365 | 83,914 | 84,518 |
| Income before income tax provision | 81,989 | 70,719 | 73,427 | 69,913 |
| Income tax provision | 21,251 | 18,631 | 19,679 | 18,210 |
| Net income | $60,738 | $52,088 | $53,748 | $51,703 |
| Basic earnings per common share | $0.51 | $0.43 | $0.45 | $0.43 |
| Diluted earnings per common share | $0.50 | $0.43 | $0.45 | $0.43 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.