UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended June 30, 2004
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________________ to _____________________________________
Commission file number _____________________________0-18630_______________________________
CATHAY GENERAL BANCORP
(Exact name of registrant as specified in its charter)
Delaware 95-4274680
(State of other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
777 North Broadway, Los Angeles, California 90012
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (213) 625-4700
&nbs p;
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
Common stock, $.01 par value, 24,918,673 shares outstanding as of July 30, 2004.
CATHAY GENERAL BANCORP AND SUBSIDIARIES
2nd QUARTER 2004 REPORT ON FORM 10-Q
table of contents
PART I - FINANCIAL INFORMATION 3
Item 1. FINANCIAL STATEMENTS (Unaudited) 3
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 7
Merger with GBC Bancorp and Related Acquisition Reserves 7
Recent Accounting Pronouncements 8
Earnings per Share 9
Stock-Based Compensation 9
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 12
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 30
Market Risk 30
PART II - OTHER INFORMATION 33
Item 2. CHANGES IN SECURITIES AND USE OF PROCEEDS 33
Item 3. DEFAULTS UPON SENIOR SECURITIES 34
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 34
PART I - FINANCIAL INFORMATION
(Unaudited)
CATHAY GENERAL BANCORP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(Unaudited)
|
(In thousands, except share and per share data) |
June 30, 2004 |
|
December 31, 2003 |
|
% change |
|
Assets |
|||||
|
Cash and due from banks |
$ 108,154 |
$ 111,699 |
(3) |
||
|
Federal funds sold and securities purchased |
|||||
|
under agreements to resell |
27,000 |
|
82,000 |
(67) |
|
|
Cash and cash equivalents |
135,154 |
193,699 |
(30) |
||
|
Investment securities (amortized cost of $1,760,058 in 2004 and $1,692,780 in 2003) |
1,746,912 |
1,707,962 |
2 |
||
|
Loans |
3,532,754 |
3,306,421 |
7 |
||
|
Less: Allowance for loan losses |
(66,007) |
(65,808) |
- |
||
|
Unamortized deferred loan fees |
(10,141) |
|
(10,862) |
(7) |
|
|
Loans, net |
3,456,606 |
3,229,751 |
7 |
||
|
Other real estate owned, net |
- |
400 |
(100) |
||
|
Affordable housing investments, net |
37,765 |
32,977 |
15 |
||
|
Premises and equipment, net |
34,660 |
35,624 |
(3) |
||
|
Customers' liability on acceptances |
15,657 |
11,731 |
33 |
||
|
Accrued interest receivable |
19,658 |
21,553 |
(9) |
||
|
Goodwill |
240,459 |
241,728 |
(1) |
||
|
Other intangible assets, net |
50,153 |
52,730 |
(5) |
||
|
Other assets |
33,105 |
13,760 |
141 |
||
|
Total assets |
$ 5,770,129 |
|
$ 5,541,915 |
4 |
|
|
Liabilities and Stockholders' Equity |
|||||
|
Deposits |
|||||
|
Non-interest-bearing demand deposits |
$ 699,884 |
$ 633,556 |
10 |
||
|
Interest-bearing deposits: |
|||||
|
NOW deposits |
267,495 |
279,679 |
(4) |
||
|
Money market deposits |
583,275 |
657,638 |
(11) |
||
|
Savings deposits |
426,759 |
425,076 |
- |
||
|
Time deposits under $100 |
537,886 |
559,305 |
(4) |
||
|
Time deposits of $100 or more |
1,992,908 |
|
1,872,827 |
6 |
|
|
Total deposits |
4,508,207 |
|
4,428,081 |
2 |
|
|
Federal funds purchased and securities sold under agreement to repurchase |
65,000 |
82,500 |
(21) |
||
|
Advances from the Federal Home Loan Bank |
429,197 |
258,313 |
66 |
||
|
Other borrowings |
10,688 |
27,622 |
(61) |
||
|
Minority interest in consolidated subsidiary |
8,620 |
4,412 |
95 |
||
|
Acceptances outstanding |
15,657 |
11,731 |
33 |
||
|
Junior subordinated notes |
53,886 |
53,856 |
- |
||
|
Other liabilities |
35,918 |
|
56,104 |
(36) |
|
|
Total liabilities |
5,127,173 |
|
4,922,619 |
4 |
|
|
Stockholders' Equity |
|||||
|
Preferred stock, $0.01 par value; 10,000,000 shares |
|||||
|
Authorized, none issued |
- |
- |
- |
||
|
Common stock, $0.01 par value, 100,000,000 shares authorized, |
|||||
| 25,124,001 issued and 24,888,141outstanding in 2004 and | |||||
|
24,804,091 outstanding in 2003 |
252 |
251 |
- |
||
|
Treasury stock, at cost (319,910 shares in 2004 and in 2003) |
(8,810) |
(8,810) |
- |
||
|
Additional paid-in-capital |
373,205 |
365,272 |
2 |
||
|
Unearned compensation |
(13,414) |
(10,834) |
24 |
||
|
Accumulated other comprehensive (loss) income, net |
(7,342) |
9,444 |
(178) |
||
|
Retained earnings |
299,065 |
|
263,973 |
13 |
|
|
Total stockholders' equity |
642,956 |
|
619,296 |
4 |
|
|
|
|
|
|
||
|
Total liabilities and stockholders' equity |
$ 5,770,129 |
|
$ 5,541,915 |
4 |
|
|
See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements |
|||||
CATHAY GENERAL BANCORP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (LOSS)
(Unaudited
)
|
Three months ended June 30, |
Six months ended June 30, |
|||||
|
(In thousands, except share and per share data) |
|
2004 |
2003 |
2004 |
2003 |
|
|
INTEREST INCOME |
||||||
|
Interest on loans |
$ 47,770 |
$ 27,034 |
$ 93,229 |
$ 53,970 |
||
|
Interest on securities available-for-sale |
18,100 |
8,676 |
36,679 |
17,547 |
||
|
Interest on federal funds sold and securities purchased under agreements to resell |
27 |
128 |
77 |
301 |
||
|
Interest on deposits with banks |
35 |
12 |
65 |
14 |
||
|
|
|
|
|
|
|
|
|
Total interest income |
|
65,932 |
35,850 |
130,050 |
71,832 |
|
|
INTEREST EXPENSE |
||||||
|
Time deposits of $100 or more |
7,391 |
5,032 |
14,625 |
10,232 |
||
|
Other deposits |
3,932 |
2,598 |
7,665 |
5,279 |
||
|
Other borrowed funds |
2,412 |
1,417 |
4,494 |
2,671 |
||
|
|
|
|
|
|
|
|
|
Total interest expense |
|
13,735 |
9,047 |
26,784 |
18,182 |
|
|
Net interest income before provision for loan losses |
52,197 |
26,803 |
103,266 |
53,650 |
||
|
Provision for loan losses |
- |
1,650 |
- |
3,300 |
||
|
|
|
|
|
|
|
|
|
Net interest income after provision for loan losses |
|
52,197 |
25,153 |
103,266 |
50,350 |
|
|
NON-INTEREST INCOME |
||||||
|
Securities gains, net |
1,420 |
3,858 |
1,218 |
5,653 |
||
|
Letters of credit commissions |
1,144 |
496 |
2,097 |
994 |
||
|
Depository service fees |
1,896 |
1,472 |
3,832 |
2,805 |
||
|
Other operating income |
2,095 |
1,140 |
3,804 |
2,200 |
||
|
|
|
|
|
|
|
|
|
Total non-interest income |
|
6,555 |
6,966 |
10,951 |
11,652 |
|
|
NON-INTEREST EXPENSE |
||||||
|
Salaries and employee benefits |
13,121 |
7,081 |
25,338 |
13,724 |
||
|
Occupancy expense |
1,804 |
924 |
3,933 |
1,905 |
||
|
Computer and equipment expense |
1,817 |
832 |
3,850 |
1,652 |
||
|
Professional services expense |
1,728 |
947 |
3,275 |
1,944 |
||
|
FDIC and State assessments |
263 |
127 |
533 |
257 |
||
|
Marketing expense |
516 |
460 |
1,215 |
849 |
||
|
Other real estate owned expense |
39 |
83 |
516 |
129 |
||
|
Operations of affordable housing investments |
646 |
703 |
1,395 |
1,228 |
||
|
Amortization of core deposit intangibles |
1,333 |
49 |
2,667 |
96 |
||
|
Other operating expense |
1,431 |
808 |
3,237 |
1,460 |
||
|
|
|
|
|
|
|
|
|
Total non-interest expense |
|
22,698 |
12,014 |
45,959 |
23,244 |
|
|
Income before income tax expense |
36,054 |
20,105 |
68,258 |
38,758 |
||
|
Income tax expense |
13,910 |
6,860 |
26,211 |
12,980 |
||
|
|
|
|
|
|
|
|
|
Net income |
|
22,144 |
13,245 |
42,047 |
25,778 |
|
|
Other comprehensive income (loss), net of tax |
||||||
|
Unrealized holding (losses) gains arising during the period |
(22,712) |
7,418 |
14,547) |
7,126 |
||
|
Unrealized losses on cash flow hedge derivatives |
(367) |
(216) |
(369) |
(189) |
||
|
Less: reclassfication adjustments included in net income |
|
1,584 |
354 |
1,870 |
1,518 |
|
|
Total other comprehensive income (loss), net of tax |
|
(24,663) |
6,848 |
(16,786) |
5,419 |
|
|
Total comprehensive income (loss) |
|
$ (2,519) |
$ 20,093 |
$ 25,261 |
$ 31,197 |
|
|
Net income per common share: |
||||||
|
Basic |
$ 0.89 |
$ 0.74 |
$ 1.69 |
$ 1.43 |
||
|
Diluted |
$ 0.88 |
$ 0.73 |
$ 1.67 |
$ 1.42 |
||
|
Cash dividends paid per common share |
$ 0.14 |
$ 0.14 |
$ 0.28 |
$ 0.28 |
||
|
Basic average common shares outstanding |
24,881,174 |
18,016,015 |
24,858,412 |
18,009,937 |
||
|
Diluted average common shares outstanding |
25,159,594 |
18,155,180 |
25,126,123 |
18,136,125 |
||
|
See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements |
||||||
CATHAY GENERAL BANCORP AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited
)
|
For the six months ended June 30, |
|||
|
(In thousands) |
2004 |
|
2003 |
|
Cash Flows from Operating Activities: |
|||
|
Net income |
$42,047 |
$25,779 |
|
|
Adjustments to reconcile net income to net cash provided (used) by operating activities: |
|||
|
Provision for loan losses |
- |
3,300 |
|
|
Provision for losses on other real estate owned |
400 |
- |
|
|
Depreciation |
1,438 |
836 |
|
|
Gain on sale of other real estate owned |
- |
- |
|
|
Gain on sales of loans |
(465) |
(294) |
|
|
Gain on sales and calls of investment securities |
(1,218) |
(5,653) |
|
|
Proceeds from sales of loans |
6,518 |
6,530 |
|
|
Amortization of investment securities |
4,615 |
1,879 |
|
|
Other non-cash interest |
(1,406) |
- |
|
|
Amortization of intangibles |
2,667 |
109 |
|
|
Stock-based compensation expense |
1,473 |
194 |
|
|
Tax benefits from stock options |
838 |
6 |
|
|
Increase (decrease) in deferred loan fees, net |
(721) |
532 |
|
|
Decrease in accrued interest receivable |
1,895 |
465 |
|
|
(Increase) decrease in other assets, net |
(19,327) |
1,117 |
|
|
Decrease in other liabilities |
(133) |
|
(44,321) |
|
Net cash provided (used) by operating activities |
38,621 |
|
(9,521) |
|
Cash Flows from Investing Activities: |
|||
|
Purchase of investment securities available-for-sale |
(462,353) |
(357,765) |
|
|
Proceeds from maturity, prepayments and call of investment securities available-for-sale |
362,452 |
79,871 |
|
|
Proceeds from sale of investment securities available-for-sale |
29,117 |
42,986 |
|
|
Purchase of investment securities held-to-maturity |
- |
(3,469) |
|
|
Proceeds from maturity, prepayments and call of investment securities held-to-maturity |
- |
84,641 |
|
|
Purchase of mortgage-backed securities held-to-maturity |
- |
(34,645) |
|
|
Net increase in loans |
(232,973) |
(83,466) |
|
|
Purchase of premises and equipment |
(474) |
(634) |
|
|
Net increase in investments in affordable housing |
(4,788) |
2 |
|
|
Additional cash payments related to acquisition of GBC Bancorp |
(7,241) |
|
- |
|
Net cash used in investing activities |
(316,260) |
|
(272,479) |
|
Cash Flows from Financing Activities: |
|||
|
Net (decrease)/ increase in demand deposits, NOW deposits, money market and savings deposits |
(18,535) |
59,575 |
|
|
Net (decrease)/ increase in time deposits |
99,737 |
70,661 |
|
|
Net (decrease) increase in Federal funds purchase and securities sold under agreements to repurchase |
(17,500) |
124,000 |
|
|
Increase in advances from Federal Home Loan Bank |
590,000 |
- |
|
|
Repayment of FHLB borrowings |
(418,000) |
- |
|
|
Increase in other borrowings |
3,096 |
- |
|
|
Repayment of other borrowings |
(20,000) |
- |
|
|
Cash dividends |
(6,955) |
(5,038) |
|
|
Issuance of preferred stock of subsidiary |
4,208 |
19,701 |
|
|
Proceeds from shares issued to the Dividend Reinvestment Plan |
1,338 |
1,336 |
|
|
Proceeds from exercise of stock options |
1,705 |
33 |
|
|
Purchase of treasury stock |
- |
|
(523) |
|
Net cash provided by financing activities |
219,094 |
|
269,745 |
|
Decrease in cash and cash equivalents |
(58,545) |
(12,255) |
|
|
Cash and cash equivalents, beginning of period |
193,699 |
|
89,777 |
|
Cash and cash equivalents, end of period |
$ 135,154 |
|
$ 77,522 |
|
Supplemental disclosure of cash flows information |
|||
|
Cash paid during the period: |
|||
|
Interest |
$ 27,519 |
$ 18,387 |
|
|
Income taxes |
$ 39,618 |
$ 35,499 |
|
|
Non-cash investing activities: |
|||
|
Transfer to investment securities available-for-sale within 90 days of maturity |
$ - |
$ 412,122 |
|
|
Net change in unrealized holding gain on securities available-for-sale, net of tax |
$ (16,417) |
$ 5,608 |
|
|
Net change in unrealized gains on cash flow hedge derivatives, net of tax |
$ (369) |
$ (189) |
|
|
See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements. |
|||
CATHAY GENERAL BANCOR