Unassociated Document
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 1934

For the quarterly period ended June 30, 2007
 
OR
 
o 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

(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 a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer x
Accelerated filer ¨
Non-accelerated filer ¨
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  
Yes ¨
No x
 
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, 49,983,127 shares outstanding as of July 31, 2007.
 

 
CATHAY GENERAL BANCORP AND SUBSIDIARIES
2ND QUARTER 2007 REPORT ON FORM 10-Q
TABLE OF CONTENTS
 
PART I - FINANCIAL INFORMATION
4
   
Item 1. FINANCIAL STATEMENTS (Unaudited)
4
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
7
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
17
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
38
Item 4. CONTROLS AND PROCEDURES
40
   
PART II - OTHER INFORMATION
40
   
Item 1. LEGAL PROCEEDINGS
40
Item 1A.RISK FACTORS
40
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
40
Item 3. DEFAULTS UPON SENIOR SECURITIES
41
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
41
Item 5. OTHER INFORMATION
42
Item 6. EXHIBITS
42
   
SIGNATURES
43
 
2

 
Forward-Looking Statements
 
In this quarterly Report on Form 10-Q, the term “Bancorp” refers to Cathay General Bancorp and the term “Bank” refers to Cathay Bank. The terms “Company,” “we,” “us,” and “our” refer to Bancorp and the Bank collectively. The statements in this report include forward-looking statements within the meaning of the applicable provisions of the Private Securities Litigation Reform Act of 1995 regarding management’s beliefs, projections, and assumptions concerning future results and events. These forward-looking statements may include, but are not limited to, such words as "believes," "expects," "anticipates," "intends," "plans," "estimates," "may," "will," "should," "could," "predicts," "potential," "continue," or the negative of such terms and other comparable terminology or similar expressions. Forward-looking statements are not guarantees. They involve known and unknown risks, uncertainties, and other factors that may cause the actual results, performance, or achievements of the Company to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements. Such risks and uncertainties and other factors include, but are not limited to adverse developments or conditions related to or arising from: 
 
·  
expansion into new market areas;
·  
acquisitions of other banks, if any;
·  
fluctuations in interest rates;
·  
demographic changes;
·  
earthquake or other natural disasters;
·  
competitive pressures;
·  
deterioration in asset or credit quality;
·  
legislative and regulatory developments;
·  
changes in business strategy; and
·  
general economic or business conditions in California and other regions where the Bank has operations.
 
These and other factors are further described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006, (at Item 1A in particular) its reports and registration statements filed with the Securities and Exchange Commission (“SEC”) and other filings it makes in the future with the SEC from time to time. Actual results in any future period may also vary from the past results discussed in this report. Given these risks and uncertainties, we caution readers not to place undue reliance on any forward-looking statements, which speak as of the date of this report. The Company has no intention and undertakes no obligation to update any forward-looking statement or to publicly announce the results of any revision of any forward-looking statement to reflect future developments or events. 
 
The Company’s filings with the SEC are available to the public from commercial document retrieval services and at the website maintained by the SEC at http://www.sec.gov, or by requests directed to Cathay General Bancorp, 777 North Broadway, Los Angeles, California 90012, Attn: Investor Relations (213) 625-4749.
 
3

 
PART I - FINANCIAL INFORMATION
 
Item 1. FINANCIAL STATEMENTS (Unaudited).

CATHAY GENERAL BANCORP AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
 
   
June 30, 2007
 
December 31, 2006
 
% change
 
   
(In thousands, except share and per share data)
     
Assets
                   
Cash and due from banks
 
$
112,814
 
$
114,798
   
(2
)
Federal funds sold
   
-
   
18,000
   
(100
)
Cash and cash equivalents
   
112,814
   
132,798
   
(15
)
Short-term investments
   
25,027
   
16,379
   
53
 
Securities purchased under agreements to resell
   
204,000
   
-
   
100
 
Long-term certificates of deposit
   
50,000
   
-
   
100
 
Securities available-for sale, at fair value (amortized cost of
                   
$1,738,456 at June 30, 2007 and $1,543,667 at December 31, 2006)
   
1,711,128
   
1,522,223
   
12
 
Trading securities
   
10,294
   
5,309
   
94
 
Loans
   
6,174,834
   
5,747,546
   
7
 
Less: Allowance for loan losses
   
(65,360
)
 
(64,689
)
 
1
 
Unamortized deferred loan fees, net
   
(11,325
)
 
(11,984
)
 
(5
)
Loans, net
   
6,098,149
   
5,670,873
   
8
 
Federal Home Loan Bank stock
   
50,298
   
34,348
   
46
 
Other real estate owned, net
   
374
   
5,259
   
(93
)
Affordable housing investments, net
   
85,316
   
87,289
   
(2
)
Premises and equipment, net
   
73,558
   
72,934
   
1
 
Customers’ liability on acceptances
   
25,604
   
27,040
   
(5
)
Accrued interest receivable
   
51,998
   
39,267
   
32
 
Goodwill
   
320,653
   
316,752
   
1
 
Other intangible assets, net
   
39,744
   
42,987
   
(8
)
Other assets
   
42,071
   
53,050
   
(21
)
                     
Total assets
 
$
8,901,028
 
$
8,026,508
   
11
 
                     
Liabilities and Stockholders’ Equity
                   
Deposits
                   
Non-interest-bearing demand deposits
 
$
795,836
 
$
781,492
   
2
 
Interest-bearing deposits:
                   
NOW deposits
   
235,769
   
239,589
   
(2
)
Money market deposits
   
671,671
   
657,689
   
2
 
Savings deposits
   
349,442
   
358,827
   
(3
)
Time deposits under $100,000
   
1,095,452
   
1,007,637
   
9
 
Time deposits of $100,000 or more
   
2,693,869
   
2,630,072
   
2
 
Total deposits
   
5,842,039
   
5,675,306
   
3
 
                     
Federal funds purchased
   
38,000
   
50,000
   
(24
)
Securities sold under agreement to repurchase
   
880,102
   
400,000
   
120
 
Advances from the Federal Home Loan Bank
   
899,680
   
714,680
   
26
 
Other borrowings
   
19,000
   
10,000
   
90
 
Other borrowings for affordable housing investments
   
19,746
   
19,981
   
(1
)
Long-term debt
   
171,136
   
104,125
   
64
 
Acceptances outstanding
   
25,604
   
27,040
   
(5
)
Minority interest in consolidated subsidiary
   
8,500
   
8,500
   
-
 
Other liabilities
   
80,279
   
73,802
   
9
 
Total liabilities
   
7,984,086
   
7,083,434
   
13
 
Commitments and contingencies
   
-
   
-
   
-
 
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,
                   
53,445,630 issued and 49,963,215 outstanding at June 30, 2007 and
                   
53,309,317 issued and 51,930,955 outstanding at December 31, 2006
   
534
   
533
   
0
 
Additional paid-in-capital
   
474,400
   
467,591
   
1
 
Accumulated other comprehensive loss, net
   
(15,838
)
 
(12,428
)
 
27
 
Retained earnings
   
562,665
   
520,689
   
8
 
Treasury stock, at cost (3,482,415 shares at June 30, 2007
                   
and 1,378,362 shares at December 31, 2006)
   
(104,819
)
 
(33,311
)
 
215
 
Total stockholders’ equity
   
916,942
   
943,074
   
(3
)
Total liabilities and stockholders’ equity
 
$
8,901,028
 
$
8,026,508
   
11
 

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements
 
4

 
CATHAY GENERAL BANCORP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(Unaudited)
 
 
 
Three months ended June 30,
 
Six months ended June 30,
 
 
 
2007
 
2006
 
2007
 
2006
 
 
 
(In thousands, except share and per share data)
 
 
 
 
 
INTEREST AND DIVIDEND INCOME
 
 
 
 
 
 
 
 
 
Loan receivable, including loan fees
 
$
118,737
 
$
104,158
 
$
232,916
 
$
194,244
 
Investment securities- taxable
   
24,439
   
15,381
   
46,254
   
28,527
 
Investment securities- nontaxable
   
583
   
707
   
1,182
   
1,429
 
Federal Home Loan Bank stock
   
541
   
369
   
1,050
   
717
 
Agency preferred stock
   
174
   
295
   
338
   
504
 
Federal funds sold and securities
                 
purchased under agreements to resell
   
3,965
   
102
   
7,767
   
130
 
Deposits with banks
   
1,254
   
87
   
2,040
   
154
 
Total interest and dividend income
   
149,693
   
121,099
   
291,547
   
225,705
 
 
                 
INTEREST EXPENSE
                 
Time deposits of $100,000 or more
   
31,900
   
24,390
   
63,052
   
45,828
 
Other deposits
   
18,684
   
12,714
   
36,671
   
22,607
 
Securities sold under agreements to repurchase
   
7,544
   
4,013
   
13,261
   
6,526
 
Advances from Federal Home Loan Bank
   
11,677
   
6,894
   
23,458
   
10,693
 
Long-term debt
   
2,899
   
1,110
   
4,875
   
2,151
 
Short-term borrowings
   
492
   
928
   
981
   
1,709
 
Total interest expense
   
73,196
   
50,049
   
142,298
   
89,514
 
 
                 
Net interest income before provision for loan losses
   
76,497
   
71,050
   
149,249
   
136,191
 
Provision for loan losses
   
2,100
   
1,500
   
3,100
   
3,000
 
Net interest income after provision for loan losses
   
74,397
   
69,550
   
146,149
   
133,191
 
 
                 
NON-INTEREST INCOME
                 
Securities (losses) gains, net
   
-
   
2
   
191
   
29
 
Letters of credit commissions
   
1,435
   
1,537
   
2,727
   
2,606
 
Depository service fees
   
1,037
   
1,238
   
2,383
   
2,493
 
Other operating income
   
3,690
   
2,974
   
6,745
   
5,698
 
Total non-interest income
   
6,162
   
5,751
   
12,046
   
10,826
 
 
                 
NON-INTEREST EXPENSE
                 
Salaries and employee benefits
   
16,886
   
16,071
   
33,863
   
30,111
 
Occupancy expense
   
3,107
   
2,727
   
5,876
   
4,807
 
Computer and equipment expense
   
2,553
   
2,058
   
4,777
   
3,668
 
Professional services expense
   
2,543
   
1,578
   
4,271
   
3,219
 
FDIC and State assessments
   
261
   
254
   
520
   
503
 
Marketing expense
   
904
   
911
   
1,805
   
1,606
 
Other real estate owned expense
   
17
   
411
   
261
   
496
 
Operations of affordable housing investments , net
   
1,444
   
1,299
   
2,388
   
2,598
 
Amortization of core deposit intangibles
   
1,767
   
1,576
   
3,531
   
2,977
 
Other operating expense
   
2,803
   
2,184
   
5,222
   
4,410
 
Total non-interest expense
   
32,285
   
29,069
   
62,514
   
54,395
 
 
                 
Income before income tax expense
   
48,274
   
46,232
   
95,681
   
89,622
 
Income tax expense
   
17,693
   
17,180
   
35,134
   
33,234
 
Net income
   
30,581
   
29,052
   
60,547
   
56,388
 
 
                 
Other comprehensive loss, net of tax
                 
Unrealized holding losses arising during the period
   
(8,111
)
 
(4,277
)
 
(3,611
)
 
(11,141
)
Less: reclassification adjustments included in net income
   
(18
)
 
1
   
(201
)
 
(24
)
Total other comprehensive loss, net of tax
   
(8,093
)
 
(4,278
)
 
(3,410
)
 
(11,117
)
Total comprehensive income
 
$
22,488
 
$
24,774
 
$
57,137
 
$
45,271
 
 
                 
Net income per common share:
                 
Basic
 
$
0.60
 
$
0.57
 
$
1.18
 
$
1.11
 
Diluted
 
$
0.60
 
$
0.56
 
$
1.17
 
$
1.10
 
 
                 
Cash dividends paid per common share
 
$
0.105
 
$
0.090
 
$
0.195
 
$
0.180
 
Basic average common shares outstanding
   
50,558,218
   
51,390,534
   
51,118,374
   
50,811,866
 
Diluted average common shares outstanding
   
51,158,029
   
51,990,604
   
51,723,487
   
51,397,526
 
             
See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements.
       
 
5

 
CATHAY GENERAL BANCORP AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 
 
 
Six Months Ended June 30
 
 
 
2007
 
2006
 
 
 
(In thousands)
 
Cash Flows from Operating Activities
         
Net income
 
$
60,547
 
$
56,388
 
Adjustments to reconcile net income to net cash provided by operting activities:
             
Provision for loan losses
   
3,100
   
3,000
 
Provision for losses on other real estate owned
   
210
   
283
 
Deferred tax liabilities (benefit)
   
1,182
   
(335
)
Depreciation
   
2,150
   
1,665
 
Net gains on sale of other real estate owned
   
(29
)
 
-
 
Net gains on sale of loans held for sale
   
(65
)
 
(99
)
Proceeds from sale of loans held for sale
   
934
   
2,202
 
Originations of loans held for sale
   
(855
)
 
(2,047
)
Purchase of trading securities
   
(5,000
)
 
-
 
Write-downs on venture capital investments
   
268
   
-
 
Gain on sales and calls of securities
   
(191
)
 
(9
)
Decrease / (increase) in fair value of warrants
   
41
   
(929
)
Other non-cash interest
   
147
   
577
 
Amortization of security premiums, net
   
944
   
2,406
 
Amortization of intangibles
   
3,594
   
3,034
 
Excess tax benefit from stock options
   
(450
)
 
(362
)
Stock based compensation expense
   
3,791
   
3,883
 
Gain on sale of premises and equipment
   
(9
)
 
-
 
Increase in accrued interest receivable
   
(12,460
)
 
(5,042
)
Decrease/(increase) in other assets, net
   
6,356
   
(2,110
)
Increase in other liabilities
   
11,896
   
6,475
 
Net cash provided by operating activities
   
76,101
   
68,980
 
 
             
Cash Flows from Investing Activities
             
Increase in short-term investments
   
(8,648
)
 
-
 
Increase in long-term investment
   
(50,000
)
 
-
 
Increase in securities purchased under agreements to resell
   
(204,000
)
 
-
 
Purchase of investment securities available-for-sale
   
(559,976
)
 
(238,204
)
Proceeds from maturity and call of investment securities available-for-sale
   
219,204
   
19,731
 
Proceeds from sale of investment securities available-for-sale
   
86,187
   
2
 
Proceeds from repayment and sale of mortgage-backed securities available-for-sale
   
73,359
   
84,776
 
Exercise of warrants to acquire common stock
   
-
   
(2,209
)
Proceeds from sale of common stock acquired from exercise of warrants
   
-
   
3,679
 
Purchase of Federal Home Loan Bank stock
   
(15,248
)
 
(4,137
)
Redemption of Federal Home Loan Bank stock
   
326
   
1,295
 
Net increase in loans
   
(387,899
)
 
(540,845
)
Purchase of premises and equipment
   
(4,705
)
 
(15,800
)
Proceeds from sales of premises and equipment
   
608
   
-
 
Proceeds from sale of other real estate owned
   
1,717
   
-
 
Net increase in investment in affordable housing
   
(4,488
)
 
(4,757
)
Acquisition, net of cash acquired
   
(3,655
)
 
(25,810
)
Net cash used in investing activities
   
(857,218
)
 
(722,279
)
 
             
Cash Flows from Financing Activities
             
Net increase/(decrease) in demand deposits, NOW accounts, money market and saving deposits
   
136
   
(49,762
)
Net increase in time deposits
   
112,431
   
93,275
 
Net increase in federal funds purchased and securities sold under agreement to repurchase
   
468,102
   
125,000
 
Advances from Federal Home Loan Bank
   
1,863,000
   
1,534,630
 
Repayment of Federal Home Loan Bank borrowings
   
(1,678,000
)
 
(1,042,050
)
Cash dividends
   
(10,047
)
 
(9,150
)
Issuance of long-term debt
   
65,000
   
-
 
Proceeds from other borrowings
   
19,000
   
8,000
 
Repayment of other borrowings
   
(10,000
)
 
-
 
Proceeds from shares issued to Dividend Reinvestment Plan
   
1,228
   
1,400
 
Proceeds from exercise of stock options
   
1,341
   
1,496
 
Excess tax benefits from share-based payment arrangements
   
450
   
362
 
Purchases of treasury stock
   
(71,508
)
 
-
 
Net cash provided by financing activities
   
761,133
   
663,201
 
(Decrease)/Increase in cash and cash equivalents
   
(19,984
)
 
9,902
 
Cash and cash equivalents, beginning of the period
   
132,798
   
109,275
 
Cash and cash equivalents, end of the year
 
$
112,814
 
$
119,177
 
 
             
Supplemental disclosure of cash flow information
             
Cash paid during the period:
             
Interest
 
$
134,909
 
$
85,866
 
Income taxes
 
$
27,375
 
$
32,354
 
Non-cash investing and financing activities:
             
Net change in unrealized holding loss on securities available-for-sale, net of tax
 
$
(3,410
)
$
(11,117
)
Cumulative effect adjustment as result of adoption of FASB Interpretation No. 48
             
Accounting for Uncertainty in Income Taxes
 
$
(8,524
)
$
-
 
Transfers to other real estate owned
 
$
373
 
$
3,087
 
Loans to facilitate the sale of other real estate owned
 
$
3,360
 
$
-
 
Loans to facilitate the sale of fixed assets
 
$
1,940
 
$
-
 

See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements.
 
6


CATHAY GENERAL BANCORP AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

1. Business

Cathay General Bancorp (the “Bancorp”) is the holding company for Cathay Bank (the “Bank”), six limited partnerships investing in affordable housing investments in which the Bank is the sole limited partner, and GBC Venture Capital, Inc., (together the “Company” or “we”, “us,” or “our”). The Bancorp also owns 100% of the common stock of five statutory business trusts created for the purpose of issuing capital securities. The Bank was founded in 1962 and offers a wide range of financial services. As of July 31, 2007, the Bank operates twenty one branches in Southern California, ten branches in Northern California, three branches in Washington State, nine branches in New York State, one branch in Massachusetts, two branches in Texas, three branches in Illinois, one branch in New Jersey, one branch in Hong Kong, and representative offices in Taipei and Shanghai.

2. Acquisitions and Investments
 
We continue to look for opportunities to expand the Bank’s branch network by seeking new branch locations and/or by acquiring other financial institutions to diversify our customer base in order to compete for new deposits and loans, and to be able to serve our customers more effectively. At the close of business on March 30, 2007, the Company completed the acquisition of New Jersey-based United Heritage Bank (“UHB”) for cash of $9.4 million. As of March 30, 2007, UHB had $58.9 million in assets and $4.3 million in stockholders’ equity.
 
The acquisition was accounted for using the purchase method of accounting in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 141, “Business Combinations.” The assets acquired and liabilities assumed were recorded by the Company at their fair values as of March 31, 2007:
 
 
 
United Heritage Bank
 
Assets acquired:
 
 
 
Cash and cash equivalents
 
$
5,745
 
Securities available-for-sale
   
14,305
 
Loans, net
   
37,681
 
Premises and equipment, net
   
432
 
Goodwill
   
3,866
 
Core deposit intangible
   
341
 
Other assets
   
2,339
 
 
     
Total assets acquired
   
64,709
 
 
     
Liabilities assumed:
     
Deposits
   
54,166
 
Accrued interest payable
   
9
 
Other liabilities
   
1,134
 
Total liabilities assumed
   
55,309
 
Net assets acquired
 
$
9,400
 
 
     
Cash paid
 
$
9,400
 
Fair value of common stock issued
   
-
 
Total consideration paid
 
$
9,400
 
 
7

 
No loans acquired as part of the acquisition of UHB were determined to be impaired and therefore no loans were within the scope of Statement of Position (SOP) 03-3, “Accounting for Certain Loans or Debt Securities Acquired in a Transfer”. In addition, the estimated other costs related to the acquisition were recorded as a liability at closing when allocating the related purchase price. The purchase price allocation is still preliminary and subject to final determination and valuation of the fair value of assets acquired and liabilities assumed.
 
For each acquisition, we developed an integration plan for the consolidated company that addressed, among other things, requirements for staffing, systems platforms, branch locations and other facilities. The established plans are evaluated regularly during the integration process and modified as required. Merger and integration expenses are summarized in the following primary categories: (i) severance and employee-related charges; (ii) system conversion and integration costs, including contract termination charges; (iii) asset write-downs, lease termination costs for abandoned space and other facilities-related costs; and (iv) other charges. Other charges include investment banking fees, legal fees, other professional fees relating to due diligence activities and expenses associated with preparation of securities filings, as appropriate. These costs were included in the allocation of the purchase price at the acquisition date based on our formal integration plans. Goodwill increased by $3.9 million to $320.7 million at June 30, 2007 from $316.8 million at December 30, 2006 primarily due to the UHB acquisition.
 
The following table presents the activity in the merger-related liability account that was allocated to the purchase price as of June 30, 2007:

 
(Dollar in thousands)
 
Severance and
Employee-related
 
Asset
Write-downs
 
Legal and
Professional Fees
 
Lease
Liability
 
 
Total
 
Balance at December 31, 2006
 
$
37
 
$
-
 
$
5
 
$
778
 
$
820
 
United Heritage Bank acquisition
   
300
   
17
   
377
   
-
   
694
 
Non-cash write-downs and other
   
-
   
(17
)
 
-
   
-
   
(17
)
Cash outlays
   
(49
)
 
-
   
(124
)
 
(79
)
 
(252
)
Balance at June 30, 2007
 
$
288
 
$
-
 
$
258
 
$
699
 
$
1,245
 
 
On March 31, 2006, the Bank announced an agreement to buy a 20% stake in First Sino Bank, a Shanghai-based joint venture bank, for an estimated purchase price of $52.2 million. This investment was subject to regulatory approval from the China Bank Regulatory Commission in China and Cathay Bank's regulators in the United States and other customary closing conditions. The agreement provided that it could be terminated by either party if all conditions to closing were not fulfilled or waived prior to September 30, 2006. By mutual agreement of the parties, this closing date was extended to November 15, 2006. The parties have not further extended this closing date and the agreement can therefore be terminated by either party upon written notice.

3. Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the interim periods presented are not necessarily indicative of the results that may be expected for the year ending December 31, 2007. For further information, refer to the audited consolidated financial statements and footnotes included in the Company’s annual report on Form 10-K for the year ended December 31, 2006.
 
8


The preparation of the consolidated financial statements in accordance with GAAP requires management of the Company to make a number of estimates and assumptions relating to the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates. The most significant estimate subject to change relates to the allowance for loan losses.

4. Recent Accounting Pronouncements
 
SFAS No. 155, "Accounting for Certain Hybrid Financial Instruments - an amendment of FASB Statements No. 133 and 140." (“SFAS 155”) amends SFAS 133, "Accounting for Derivative Instruments and Hedging Activities" and SFAS 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities." SFAS 155 (i) permits fair value remeasurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation, (ii) clarifies which interest-only strips and principal-only strips are not subject to the requirements of SFAS 133, (iii) establishes a requirement to evaluate interests in securitized financial assets to identify interests that are freestanding derivatives or that are hybrid financial instruments that contain an embedded derivative requiring bifurcation, (iv) clarifies that concentrations of credit risk in the form of subordination are not embedded derivatives, and (v) amends SFAS 140 to eliminate the prohibition on a qualifying special purpose entity from holding a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument. SFAS 155 is effective for the Company on January 1, 2007. There was no material impact on the Company's financial statements from adoption of this standard.
 
SFAS No. 156, "Accounting for Servicing of Financial Assets - an amendment of FASB Statement No. 140" (“SFAS 156”) amends SFAS 140. "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities - a replacement of FASB Statement No. 125," by requiring, in certain situations, an entity to recognize a servicing asset or servicing liability each time it undertakes an obligation to service a financial asset by entering into a servicing contract. All separately recognized servicing assets and servicing liabilities are required to be initially measured at fair value. Subsequent measurement methods include the amortization method, whereby servicing assets or servicing liabilities are amortized in proportion to and over the period of estimated net servicing income or net servicing loss or the fair value method, whereby servicing assets or servicing liabilities are measured at fair value at each reporting date and changes in fair value are reported in earnings in the period in which they occur. If the amortization method is used, an entity must assess servicing assets or servicing liabilities for impairment or increased obligation based on the fair value at each reporting date. SFAS 156 is effective for the Company on January 1, 2007. There was no material impact on the Company’s consolidated financial statements from adoption of this standard.
 
9

 
In September 2006, the FASB issued Statement No. 157, “Fair Value Measurements” (“SFAS 157”). SFAS 157 clarifies the definition of fair value, together with a framework for measuring fair value, and expands disclosures about fair value measurements. SFAS 157 emphasizes that fair value is a market-based measurement, not an entity-specific measurement and requires a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability. Market participant assumptions include assumptions about the risk, the effect of a restriction on the sale or use of an asset, and the effect of a nonperformance risk for a liability. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The Company has not completed its analysis to determine the impact on the Company’s consolidated financial statements from adoption of SFAS 157.
 
In February 2007, the FASB issued Statement No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“SFAS 159”). SFAS 159 permits a business entity to choose to measure financial instruments and certain other items at fair value to mitigate volatility in reported earnings caused by measuring financial instruments differently without having to apply complex hedge accounting provisions. The fair value option may be applied instrument by instrument, is irrevocable and is applied only to entire instruments. Following the initial fair value measurement date, a business entity shall report unrealized gains and losses on financial instruments for which the fair value option has been elected in earnings at each subsequent reporting date. SFAS 159 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The Company has not completed its analysis to elect the fair value option on the Company’s consolidated financial statements at the date of adoption of SFAS 159.
 
5. Earnings per Share

Basic earnings per share excludes dilution and is computed by dividing net income available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock and resulted in the issuance of common stock that then shared in earnings.
 
Outstanding stock options with anti-dilutive effect were not included in the computation of diluted earnings per share. The following table sets forth the basic and diluted earnings per share calculations and the average shares of stock options with anti-dilutive effect:

10


 
 
For the three months ended June 30,
 
For the six months ended June 30,
 
(Dollars in thousands, except share and per share data)
 
2007
 
2006
 
2007
 
2006
 
Net income
 
$
30,581
 
$
29,052
 
$
60,547
 
$
56,388
 
 
                 
Weighted-average shares:
                 
Basic weighted-average number of common shares outstanding
   
50,558,218
   
51,390,534
   
51,118,374
   
50,811,866
 
Dilutive effect of weighted-average outstanding common shares equivalents
                 
Stock Options
   
595,656
   
596,511
   
600,061
   
579,988
 
Restricted Stock
   
4,155
   
3,559
   
5,052
   
5,672
 
Diluted weighted-average number of common shares outstanding
   
51,158,029
   
51,990,604
   
51,723,487
   
51,397,526
 
 
                 
Average shares of stock options with anti-dilutive effect
   
1,448,872
   
1,494,687
   
1,450,074
   
1,548,945
 
Earnings per share:
                 
Basic
 
$
0.60
 
$
0.57
 
$
1.18
 
$
1.11
 
Diluted
 
$
0.60
 
$
0.56
 
$
1.17
 
$
1.10
 

6. Stock-Based Compensation
 
In 1998, the Board adopted the Cathay Bancorp, Inc. Equity Incentive Plan. Under the Equity Incentive Plan, as amended in September, 2003, directors and eligible employees may be granted incentive or non-statutory stock options, or awarded non-vested stock, for up to 7,000,000 shares of the Company’s common stock on a split adjusted basis. In May 2005, the stockholders of the Company approved the 2005 Incentive Plan which provides that 3,131,854 shares of the Company’s common stock may be granted as incentive or non-statutory stock options, or as non-vested stock. In conjunction with the approval of the 2005 Incentive Plan, the Bancorp agreed to cease granting awards under the Equity Incentive Plan. As of June 30, 2007, the only options granted by the Company under the 2005 Incentive Plan were non-statutory stock options to selected bank officers and non-employee directors at exercise prices equal to the fair market value of a share of the Company’s common stock on the date of grant. Such options have a maximum ten-year term and vest in 20% annual increments (subject to early termination in certain events) except for 245,060 shares granted on March 22, 2005 of which 30% vested immediately, 10% vested on November 20, 2005 and an additional 20% would vest on November 20, 2006, 2007 and 2008, respectively, and 264,694 shares granted on May 22, 2005 of which 40% vested on November 20, 2005 and an additional 20% would vest on November 20, 2006, 2007, and 2008, respectively. If such options expire or terminate without having been exercised, any shares not purchased will again be available for future grants or awards. Stock options are typically granted in the first quarter of the year. The Company has postponed awarding stock options in 2007 because it is considering changes to its stock option program. The Company expects to issue new shares to satisfy stock option exercises.
 
Stock-based compensation expense for stock options is calculated based on the fair value of the award at the grant date for those options expected to vest, and is recognized as an expense over the vesting period of the grant. The Company uses the Black-Scholes option pricing model to estimate the value of granted options. This model takes into account the option exercise price, the expected life, the current price of the underlying stock, the expected volatility of the Company’s stock, expected dividends on the stock and a risk-free interest rate. The Company estimates the expected volatility based on the Company’s historical stock prices for the period corresponding to the expected life of the stock options. Option compensation expense totaled $3.5 million for the six months ended June 30, 2007 and $3.7 million for the six months ended June 30, 2006. For the three months ended June 30, option compensation expense totaled $1.6 million for 2007 and $2.0 million for 2006. Stock-based compensation is recognized ratably over the requisite service period for all awards. Unrecognized stock-based compensation expense related to stock options totaled $16.7 million at June 30, 2007 and is expected to be recognized over the next 2.8 years.
 
11

 
The weighted average per share fair value on the date of grant of the options granted was $13.46 during the first six months of 2006 and $14.44 for the three months ended June 30, 2006. There was no option granted for the first six months of 2007. The Company estimated the expected life of the options based on the average of the contractual period and the vesting period. The fair value of stock options has been determined using the Black-Scholes option pricing model with the following assumptions:
 
 
 
Three months ended
 
Six months ended
 
 
 
June 30, 2006
 
June 30, 2006
 
Expected life- number of years
   
6.50
   
6.50
 
Risk-free interest rate
   
4.96
%
 
4.39
%
Volatility
   
32.86
%
 
33.17
%
Dividend yield
   
1.20
%
 
1.20
%
 
Cash received from exercises of stock options totaled $1.3 million from 78,236 exercised shares during the six months ended June 30, 2007 and $1.5 million from 71,082 exercised shares during the six months ended June 30, 2006. Cash received from exercises of stock options totaled $219,000 from 9,370 exercised shares for the three months ended June 30, 2007 and $748,000 from 31,166 exercised shares for the three months ended June 30, 2006. The fair value of stock options vested during the first quarter of 2007 was $5.1 million compared to $4.4 million for the first quarter of 2006. The fair value of stock options vested during the second quarter of 2007 was $108,000 compared to $77,000 for the second quarter of 2006. Aggregate intrinsic value for options exercised was $1.3 million during the six months ended June 30, 2007 and $1.1 million during the six months ended June 30, 2006. The aggregate intrinsic value for options exercised was $98,000 during the second quarter of 2007 and $442,000 during the second quarter of 2006. The table below summarizes stock option activity for the first two quarters of 2007:
 
12

 
   
Shares
 
Weighted-Average
Exercise Price
 
Weighted-Average
Remaining Contractual
Life (in years)
 
Aggregate
Intrinsic
Value (in thousands)
 
Balance at December 31, 2006
   
4,783,027
 
$
28.09
   
7.0
 
$
34,011
 
 
                         
Granted
   
-
   
-
             
Forfeited
   
(9,706
)
 
36.19
             
Exercised
   
(63,522
)
 
16.22
             
 
                         
Balance at March 31, 2007
   
4,709,799
 
$
28.24
   
6.8
 
$
31,114
 
 
                         
Granted
   
-
   
-
             
Forfeited
   
(17,642
)
 
32.67
             
Exercised
   
(14,714
)
 
21.06
             
 
                         
Balance at June 30, 2007
   
4,677,443
 
$
28.24
   
6.5
 
$
30,869
 
 
                         
Exercisable at June 30, 2007
   
2,771,365
 
$
25.40
   
5.8
 
$
24,996
 
 
At June 30, 2007, 2,236,407 shares were available under the Company’s 2005 Incentive Plan for future grants.
 
The Company has granted non-vested stock to its Chairman of the Board, President, and Chief Executive Officer. The shares vest ratably over certain years if certain annual performance criteria are met. The following table presents information relating to the non-vested stock grants as of June 30, 2007:
 
 
 
Grant date
 
Grant date
 
 
 
January 25, 2006
 
January 31, 2007
 
Grant shares
   
30,000
   
20,000
 
Vested ratably over
   
3 years
   
2 years
 
Price per share at grant
 
$
36.24
 
$
34.66
 
Vested shares
   
10,000
   
-
 
Unvested shares
   
20,000
   
20,000
 

13

 
The stock compensation expense recorded related to non-vested stock above was $326,000 for the six months ended June 30, 2007 and $151,000 for the six months ended June 30, 2006. For the three months ended June 30, non-vested stock compensation expense was $177,000 for 2007 and $91,000 for 2006. Unrecognized stock-based compensation expense related to non-vested stock awards was $1.1 million at June 30, 2007, and is expected to be recognized over the next 1.6 years.
 
Prior to 2006, the Company presented the entire amount of the tax benefit on options exercised as operating activities in the consolidated statements of cash flows. After adoption of SFAS No. 123R in January 2006, the Company reports only the benefits of tax deductions in excess of grant-date fair value as cash flows from financing activity. The following table summarizes the tax benefit from options exercised:
 
 
 
For the three months ended June 30,
 
For the six months ended June 30,
 
(Dollars in thousands)
 
2007
 
2006
 
2007
 
2006
 
Benefit of tax deductions in excess of
 
 
 
 
 
 
 
 
 
grant-date fair value
 
$
30
 
$
120
 
$
450
 
$
362
 
Benefit of tax deductions on
                 
grant-date fair value
   
48
   
66
   
91
   
111
 
Total benefit of tax deductions
 
$
78
 
$
186
 
$
541
 
$
473
 
 
7. Securities Purchased Under Agreements to Resell
 
In January 2007, the Company entered into three long-term resale agreements totaling $150.0 million with the same counterparty. The agreements have terms of ten years with interest rates of 8.10%, 8.15%, and 8.30%, respectively. The counterparty has the right to a quarterly call after the first year. After the first year, there are no interest payments on these agreements if certain swap yield curves are inverted by more than five basis points. The collateral for these resale agreements consists of U.S. Government agency securities. In May 2007, the Company entered into a $54 million 90-day short term resale agreement at a rate of 5.14%.
 
As of June 30, 2007, securities purchased under agreements to resell totaled $204.0 million at a weighted average rate of 7.39%.  
 
8. Commitments and Contingencies

In the normal course of business, the Company becomes a party to financial instruments with off-balance sheet risk to meet the financing needs of its customers. These financial instruments include commitments to extend credit in the form of loans, or through commercial or standby letters of credit, and financial guarantees. Those instruments represent varying degrees of exposure to risk in excess of the amounts included in the accompanying condensed consolidated balance sheets. The contractual or notional amount of these instruments indicates a level of activity associated with a particular class of financial instrument and is not a reflection of the level of expected losses, if any.
 
The Company's exposure to credit loss in the event of non-performance by the other party to the financial instrument for commitments to extend credit is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments. The following table summarizes the outstanding commitments as of the dates indicated:
 
(In thousands)
 
At June 30, 2007
 
At December 31, 2006
 
Commitments to extend credit
 
$
2,404,222
 
$
2,178,640
 
Standby letters of credit
   
64,980
   
81,292
 
Other letters of credit
   
83,262
   
79,803
 
Bill of lading guarantee
   
237
   
223
 
Total
 
$
2,552,701
 
$
2,339,958
 
 
14

 
As of June 30, 2007, $18.1 million unfunded commitments for affordable housing limited partnerships were recorded under other liabilities.

Commitments to extend credit are agreements to lend to a customer provided there is no violation of any condition established in the commitment agreement. These commitments generally have fixed expiration dates and the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customers creditworthiness on a case-by-case basis. The amount of collateral obtained if deemed necessary by the Company upon extension of credit is based on management's credit evaluation of the borrowers. Letters of credit, including standby letters of credit and bill of lading guarantees, are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. The credit risk involved in issuing these types of instrument is essentially the same as that involved in making loans to customers.

9. Securities Sold Under Agreements to Repurchase
 
The Company has entered into several long-term transactions involving the sale of securities under repurchase agreements which total $700.0 million at June 30, 2007 and $400.0 million at December 31, 2006. The terms of these agreements at June 30, 2007, were as follows: $150.0 million for five years, $350.0 million for seven years, and $200.0 million for ten years. The rates are all initially floating rate for a period of time ranging from six months to one year, with the floating rates ranging from the three-month LIBOR minus 100 basis points to the three-month LIBOR minus 340 basis points. Thereafter, the rates are fixed for the remainder of the term, with interest rates ranging from 4.29% to 5.07%. After the initial floating rate term, the counterparties have the right to terminate the transaction at par at the fixed rate reset date and quarterly thereafter. The Company may be required to provide additional collateral for the repurchase agreements. At June 30, 2007, included in long-term transactions are two repurchase agreements totaling $100.0 million that were callable but had not been called. The interest rates on these two repurchase agreements were 4.75% and 4.79%, respectively, until their final maturities in March 2011. In addition, there were seven short term repurchase agreements totaling $180.1 million which will mature in the third quarter of 2007 with a weighted average interest rate of 5.47% at June 30, 2007. Securities sold under agreements to repurchase total $880.1 million at a weighted average interest rate of 3.69% at June 30, 2007 compared to $400.0 million at a weighted average interest rate of 4.40% at December 31, 2006. 
 
10. Line of Credit and Subordinated Note
 
On May 31, 2005, the Bancorp entered into a $30.0 million 364-day unsecured revolving loan agreement with a commercial bank bearing an interest rate of LIBOR plus 90 basis points and a commitment fee of 12.5 basis points on unused commitments. This loan was paid off in April 2007.
 
On September 29, 2006, the Bank issued $50.0 million in subordinated debt in a private placement transaction. This instrument matures on September 29, 2016 and bears interest at a per annum rate based on the three month LIBOR plus 110 basis points, payable on a quarterly basis. At June 30, 2007, the per annum interest rate on the subordinated debt was 6.46%. The subordinated debt was issued through the Bank and qualifies as Tier 2 capital for regulatory reporting purposes and is included in long-term debt in the accompanying condensed consolidated statement of financial condition.
 
15

 
11. Junior Subordinated Debt
 
The Bancorp issued junior subordinated debt securities of $46.4 million on March 30, 2007, and $20.6 million on May 31, 2007, in connection with pooled offerings of trust preferred securities by two newly formed and wholly-owned subsidiaries, Cathay Capital Trust III and Cathay Capital Trust IV, both of which are Delaware statutory business trusts.
 
On March 30, 2007, Cathay Capital Trust III issued and sold $45.0 million of trust preferred securities in a private placement to institutional investors and $1.4 million of common securities to the Bancorp. Similarly, on May 31, 2007, Cathay Capital Trust IV issued and sold $20.0 million of trust preferred securities in a private placement to institutional investors and $619,000 of common securities to the Bancorp.
 
The trust preferred securities issued by Cathay Capital Trust III have a scheduled maturity of June 15, 2037, and bear interest at a per annum rate based on the three-month LIBOR plus 148 basis points, payable on a quarterly basis. The trust preferred securities issued by Cathay Capital Trust IV have a scheduled maturity of September 6, 2037, and bear interest at a per annum rate based on the three-month LIBOR plus 140 basis points, payable on a quarterly basis. The Bancorp acts as a guarantor on the payment of certain obligations associated with these trust preferred securities.
 
Cathay Capital Trust III and Cathay Capital Trust IV used the proceeds from the sale of these trust preferred and common securities to purchase junior subordinated debt securities of the Bancorp that have identical maturity and payment terms as the respective trust preferred securities issued by these trusts.
 
Interest on the Bancorp's junior subordinated debt securities may be deferred at any time or from time-to-time for a period not exceeding 20 consecutive quarterly payments, provided there is no event of default and the deferral does not extend beyond maturity. If the Bancorp elects to defer interest on the junior subordinated debt securities, or if a default occurs, the Bancorp will generally not be able to declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Bancorp's common stock. The entire principal of the junior subordinated debt securities may become due and payable immediately if an event of default occurs.
 
At June 30, 2007, junior subordinated debt securities totaled $121.1 million with a weighted average interest rate of 7.52%. The junior subordinated debt issued qualifies as Tier 1 capital for regulatory reporting purposes.
 
12. Implementation of FASB Interpretation No. 48
 
As previously disclosed, on December 31, 2003, the California Franchise Tax Board (FTB) announced its intent to list certain transactions that in its view constitute potentially abusive tax shelters. Included in the transactions subject to this listing were transactions utilizing regulated investment companies (RICs) and real estate investment trusts (REITs). While the Company continues to believe that the tax benefits recorded in 2000, 2001, and 2002 with respect to its regulated investment company were appropriate and fully defensible under California law, the Company participated in Option 2 of the Voluntary Compliance Initiative of the Franchise Tax Board, and paid all California taxes and interest on these disputed 2000 through 2002 tax benefits, and at the same time filed a claim for refund for these years while avoiding certain potential penalties. The Company retains potential exposure for assertion of an accuracy-related penalty should the FTB prevail in its position in addition to the risk of not being successful in its refund claims.
 
16

 
The FASB issued Interpretation No. 48 Accounting for Uncertainty in Income Taxes (“FIN 48”) which requires that the amount of recognized tax benefit should be the maximum amount which is more-likely-than-not to be realized and that amounts previously recorded that do not meet the requirements of FIN 48 be charged as a cumulative effect adjustment to retained earnings. As of December 31, 2006, the Company reflected a $12.1 million net state tax receivable related to payments it made in April 2004 under the Voluntary Compliance Initiative program for the years 2000, 2001, and 2002, after giving effect to reserves for loss contingencies on the refund claims. The Company has determined that its refund claim related to its regulated investment company is not more-likely-than-not to be realized and consequently, charged a total of $8.5 million, comprised of the $7.9 million after tax amount related to its refund claims as well as a $0.6 million after tax amount related to California Net Operating Losses generated in 2001 as a result of its regulated investment company, to the balance of retained earnings as of the January 1, 2007, effective date of FIN 48.
 
At the January 1, 2007 adoption date of FIN 48, the total amount of the Company’s unrecognized tax benefits was $5.5 million, of which $1.7 million, if recognized, would affect the effective tax rate. The Company recognized interest and penalties accrued related to unrecognized tax benefits in income tax expense. At January 1, 2007, the adoption date of FIN 48, the total amount of accrued interest and penalties was $1.7 million.
 
The Company’s tax returns are open for audits by the Internal Revenue Service back to 2003 and by the Franchise Tax Board of the State of California back to 2000. The Company is currently under audit by the California Franchise Tax Board for the years 2000 to 2002. During the second quarter of 2007, the Internal Revenue Service completed an examination of the Company’s 2004 and 2005 tax returns and did not propose adjustments which were material.
 
13. Stock Repurchase Program

During the second quarter of 2007, the Company repurchased 1,226,150 shares of its common stock for $41.6 million, or $33.90 average cost per share. For the six months ended June 30, 2007, the Company repurchased 2,104,053 shares of its common stock for $71.5 million, or $33.99 average cost per share. At June 30, 2007, 347,650 shares remain under the Company’s May 8, 2007, repurchase program.

In August, the Company repurchased 175,500 additional shares of its common stock for $5.4 million through August 8, 2007.

14. Premises and Equipment

In 2005, $3.6 million was transferred from premises and equipment to other assets when management decided to sell a bank owned building, land, and related improvements. The $3.6 million is the lower of the carrying amount or fair value less estimated selling costs and is recorded as other assets as of June 30, 2007, and December 31, 2006.
 
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
 
The following discussion is given based on the assumption that the reader has access to and has read the Annual Report on Form 10-K for the year ended December 31, 2006, of Cathay General Bancorp (“Bancorp”) and its wholly-owned subsidiary Cathay Bank (the “Bank” and, together, the “Company” or “we”, “us,” or “our”).
 
17

 
Critical Accounting Policies

The discussion and analysis of the Company’s unaudited condensed consolidated balance sheets and results of operations are based upon its unaudited condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these consolidated financial statements requires management to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities at the date of our financial statements. Actual results may differ from these estimates under different assumptions or conditions.
 
Accounting for the allowance for loan losses involves significant judgments and assumptions by management, which have a material impact on the carrying value of net loans; management considers this accounting policy to be a critical accounting policy. The judgments and assumptions used by management are based on historical experience and other factors, which are believed to be reasonable under the circumstances as described under the heading “Accounting for the allowance for loan losses” under Item 7 to Part II of the Company’s annual report on Form 10-K for the year ended December 31, 2006.

Accounting for investment securities involves significant judgments and assumptions by management, which have a material impact on the carrying value of securities and the recognition of any “other-than-temporary” impairment to our investment securities. The judgments and assumptions used by management are described under the heading “Investment Securities” under Item 7 to Part II of the Company’s annual report on Form 10-K for the year ended December 31, 2006.

Accounting for income taxes involves significant judgments and assumptions by management, which have a material impact on the amount of taxes currently payable and the income tax expense recorded in the financial statements. The judgments and assumptions used by management are described under the heading “Income Taxes” under Item 7 to Part II of the Company’s annual report on Form 10-K for the year ended December 31, 2006.

HIGHLIGHTS

·  
Second quarter earnings increased $1.5 million, or 5.3%, compared to the same quarter a year ago.
·  
Second quarter diluted earnings per share reached $0.60, increasing 7.1%, compared to the same quarter a year ago.
·  
Return on average assets was 1.40% for the quarter ended June 30, 2007, compared to 1.45% for the quarter ended March 31, 2007, and compared to 1.59% for the same quarter a year ago.
·  
Return on average stockholders’ equity was 13.13% for the quarter ended June 30, 2007, compared to 12.87% for the quarter ended March 31, 2007, and compared to 13.70% for the same quarter a year ago.
·  
Gross loans increased by $278.1 million, or 4.7%, from $5.9 billion at March 31, 2007, to $6.2 billion at June 30, 2007.

Income Statement Review

Net Income
 
18

 
Net income for the second quarter of 2007 was $30.6 million, or $0.60 per diluted share, a $1.5 million, or 5.3%, increase compared with net income of $29.1 million or $0.56 per diluted share for the same quarter a year ago. Return on average assets was 1.40% and return on average stockholders’ equity was 13.13% for the second quarter of 2007 compared with a return on average assets of 1.59% and a return on average stockholders’ equity of 13.70% for the three months ended June 30, 2006.
 
Financial Performance
 
 
 
Second Quarter 2007
 
Second Quarter 2006
 
 
 
 
 
 
 
Net income
 
$
30.6 million
 
$
29.1 million
 
Basic earnings per share
 
$
0.60
 
$
0.57
 
Diluted earnings per share
 
$
0.60
 
$
0.56
 
Return on average assets
   
1.40
%
 
1.59
%
Return on average stockholders’ equity
   
13.13
%
 
13.70
%
Efficiency ratio
   
39.06
%
 
37.85
%
 
Net Interest Income Before Provision for Loan Losses
 
The comparability of financial information is affected by our acquisitions. Operating results included the operations of acquired entities from the date of acquisition.
 
Net interest income before provision for loan losses increased $5.4 million, or 7.7%, to $76.5 million during the second quarter of 2007 from $71.1 million during the same quarter a year ago. The increase was due primarily to the strong growth in loans and securities.
 
The net interest margin, on a fully taxable-equivalent basis, was 3.78% for the second quarter of 2007. The net interest margin decreased 5 basis points from 3.83% in the first quarter of 2007 and decreased 49 basis points from 4.27% in the second quarter of 2006. The decrease in the net interest margin was primarily a result of the repricing of time deposits to reflect higher market interest rates, and increased reliance on more expensive wholesale deposits and borrowings.
 
For the second quarter of 2007, the yield on average interest-earning assets was 7.39% on a fully taxable-equivalent basis, and the cost of funds on average interest-bearing liabilities equaled 4.22%. In comparison, for the second quarter of 2006, the yield on average interest-earning assets was 7.26% and cost of funds on average interest-bearing liabilities equaled 3.60%. The interest spread, defined as the difference between the yield on average interest-earning assets and the cost of funds on average interest-bearing liabilities, decreased primarily due to the reasons discussed above.
 
Average daily balances, together with the total dollar amounts, on a taxable-equivalent basis, of interest income and interest expense, and the weighted-average interest rate and net interest margin are as follows:
 
19

 
Interest-Earning Assets and Interest-Bearing Liabilities
 
Three months ended June 30,
 
2007
 
2006
 
 
 
 
 
Interest
 
Average
 
 
 
Interest
 
Average
 
Taxable-equivalent basis
 
Average
 
Income/
 
Yield/
 
Average
 
Income/
 
Yield/
 
(Dollars in thousands)
 
Balance
 
Expense
 
Rate (1)(2)
 
Balance
 
Expense
 
Rate (1)(2)
 
Interest Earning Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial loans
 
$
1,267,840
 
$
25,876
   
8.19
%
$
1,087,104
 
$
22,090
   
8.15
%
Residential mortgage
   
596,757
   
9,308
   
6.24
   
452,683
   
6,868
   
6.07
 
Commercial mortgage
   
3,400,833
   
65,893
   
7.77
   
3,100,893
   
60,197
   
7.79
 
Real estate construction loans
   
719,031
   
17,343
   
9.67
   
613,109
   
14,741
   
9.64
 
Other loans and leases
   
26,497
   
317
   
4.80
   
31,442
   
263
   
3.36
 
Total loans and leases (1)
   
6,010,958
   
118,737
   
7.92
   
5,285,231
   
104,159
   
7.90
 
Taxable securities
   
1,734,645
   
24,439
   
5.65
   
1,289,299
   
15,381
   
4.79
 
Tax-exempt securities (3)
   
66,206
   
1,137
   
6.89
   
85,393
   
1,493
   
7.01
 
Federal Home Loan Bank Stock
   
50,165
   
541
   
4.33
   
30,171
   
369
   
4.91
 
Interest bearing deposits
   
68,177
   
1,254
   
7.38
   
17,235
   
87
   
2.02
 
Federal funds sold & securities purchased
                         
under agreements to resell
   
216,646
   
3,965
   
7.34
   
9,723
   
102
   
4.21
 
Total interest-earning assets
   
8,146,797
   
150,073
   
7.39
   
6,717,052
   
121,591
   
7.26
 
Non-interest earning assets
                         
Cash and due from banks
   
88,781
           
104,392
         
Other non-earning assets
   
629,234
           
565,025
         
Total non-interest earning assets
   
718,015
           
669,417
         
Less: Allowance for loan losses
   
(65,426
)
         
(64,243
)
       
Deferred loan fees
   
(11,861
)
         
(13,360
)
       
Total assets
 
$
8,787,525
         
$
7,308,866
         
 
                         
Interest bearing liabilities:
                         
Interest bearing demand accounts
 
$
233,260
 
$
753
   
1.29
 
$
245,933
 
$
765
   
1.25
 
Money market accounts
   
675,753
   
5,207
   
3.09
   
577,276
   
3,819
   
2.65
 
Savings accounts
   
353,562
   
887
   
1.01
   
405,519
   
933
   
0.92
 
Time deposits
   
3,683,089
   
43,737
   
4.76
   
3,258,591
   
31,587
   
3.89
 
Total interest-bearing deposits
   
4,945,664
   
50,584
   
4.10
   
4,487,319
   
37,104
   
3.32
 
 
                         
Federal funds purchased
   
34,780
   
464
   
5.35
   
45,357
   
563
   
4.98
 
Securities sold under agreement to repurchase
   
831,625
   
7,544
   
3.64
   
400,000
   
4,012
   
4.02
 
Other borrowings
   
982,126
   
11,705
   
4.78
   
593,262
   
7,259
   
4.91
 
Long-term debt
   
157,541
   
2,899
   
7.38
   
53,997
   
1,110
   
8.25
 
Total interest-bearing liabilities
   
6,951,736
   
73,196
   
4.22
   
5,579,935
   
50,048
   
3.60
 
Non-interest bearing liabilities
                         
Demand deposits
   
784,033
           
776,203
         
Other liabilities
   
117,443
           
101,885
         
Stockholders' equity
   
934,313
           
850,843
         
Total liabilities and stockholders' equity
 
$
8,787,525
         
$
7,308,866
         
Net interest spread (4)
           
3.17
%
         
3.66
%
Net interest income (4)
     
$
76,877
         
$
71,543
     
Net interest margin (4)
           
3.78
%
         
4.27
%

(1)
Yields and amounts of interest earned include loan fees. Non-accrual loans are included in the average balance.
(2)
Calculated by dividing net interest income by average outstanding interest-earning assets.
(3)
The average yield has been adjusted to a fully taxable-equivalent basis for certain securities of states and political subdivisions and other securities held using a statutory Federal income tax rate of 35%.
(4)
Net interest income, net interest spread, and net interest margin on interest-earning assets have been adjusted to a fully taxable-equivalent basis using a statutory Federal income tax rate of 35%.
 
Following table summarizes the changes in interest income and interest expense attributable to changes in volume and changes in interest rates:
 
20


Taxable-Equivalent Net Interest Income — Changes Due to Rate and Volume(1)
 
 
 
Three months ended June 30,
 
 
 
2007-2006
 
 
 
Increase (Decrease) in
 
 
 
Net Interest Income Due to:
 
(Dollars in thousands)
 
Changes in Volume
 
Changes in Rate
 
Total Change
 
 
 
 
 
 
 
 
 
Interest-Earning Assets:
             
Loans and leases
   
14,335
   
243
   
14,578
 
Taxable securities
   
5,944
   
3,114
   
9,058
 
Tax-exempt securities (2)
   
(330
)
 
(26
)
 
(356
)
FHLB and FRB stocks
   
220
   
(48
)
 
172
 
Deposits with other banks
   
616
   
551
   
1,167
 
Federal funds sold and securities purchased
                   
under agreements to resell
   
3,732
   
131
   
3,863
 
 
                   
Total increase in interest income
   
24,517
   
3,965
   
28,482
 
 
                   
Interest-Bearing Liabilities:
                   
Interest bearing demand accounts
   
(40
)
 
28
   
(12
)
Money market accounts
   
706
   
682
   
1,388
 
Savings accounts
   
(126
)
 
80
   
(46
)
Time deposits
   
4,454
   
7,696
   
12,150
 
Federal funds purchased
   
(139
)
 
40
   
(99
)
Securities sold under agreement to repurchase
   
3,951
   
(419
)
 
3,532
 
Other borrowed funds
   
4,640
   
(194
)
 
4,446
 
Long-term debt
   
1,918
   
(129
)
 
1,789
 
Total increase in interest expense
   
15,364
   
7,784
   
23,148
 
Changes in net interest income 
 
$
9,153
 
$
(3,819
)
$
5,334
 

(1)
Changes in interest income and interest expense attributable to changes in both volume and rate have been allocated proportionately to changes due to volume and changes due to rate.
(2)
The amount of interest earned on certain securities of states and political subdivisions and other securities held has been adjusted to a fully taxable-equivalent basis, using a statutory federal income tax rate of 35%.

Provision for Loan Losses
 
The provision for loan losses was $2.1 million for the second quarter of 2007 compared to $1.5 million provision for loan losses for the second quarter of 2006 and a $1.0 million provision for loan losses for the first quarter of 2007. The provision for loan losses was based on the review of the adequacy of the allowance for loan losses at June 30, 2007. The provision for loan losses represents the charge or credit against current earnings that is determined by management, through a credit review process, as the amount needed to establish an allowance that management believes to be sufficient to absorb loan losses inherent in the Company’s loan portfolio. During the second quarter of 2007, the Company charged off $2.6 million in loans to a commercial borrower who ceased operations. The following table summarizes the charge-offs and recoveries for the periods as indicated:
 
 
 
For the three months ended June 30,
 
For the six months ended June 30,
 
(Dollars in thousands)
 
2007
 
2006
 
2007
 
2006
 
 
 
 
 
 
 
 
 
 
 
Charge-offs:
 
 
 
 
 
 
 
 
 
Commercial loans
 
$
2,712
 
$
540
 
$
5,742
 
$
805
 
Construction loans
   
-
   
-
   
190
   
-
 
Real estate loans
   
57
   
-
   
118
   
-
 
Installment and other loans
   
1
   
4
   
1
   
4
 
Total charge-offs
   
2,770
   
544
   
6,051
   
809
 
Recoveries:
                 
Commercial loans
   
302
   
410
   
2,773
   
644
 
Construction loans
   
190
   
-
   
190
   
-
 
Real estate loans
   
202
   
-
   
202
   
3
 
Installment and other loans
   
19
   
12
   
25
   
16
 
Total recoveries
   
713
   
422
   
3,190
   
663
 
Net Charge-offs
 
$
2,057
 
$
122
 
$
2,861
 
$
146
 
 
21

 
Non-Interest Income
 
Non-interest income, which includes revenues from depository service fees, letters of credit commissions, securities gains (losses), gains (losses) on loan sales, wire transfer fees, and other sources of fee income, was $6.2 million for the second quarter of 2007, an increase of $411,000, or 7.1%, compared to the non-interest income of $5.8 million for the second quarter of 2006.
 
Letter of credit commissions decreased $102,000, or 6.6%, to $1.4 million in the second quarter of 2007 from $1.5 million in the second quarter of 2006 primarily due to decrease in standby letter of credit commissions.  
 
Depository service fees decreased $201,000, or 16.2%, from $1.2 million in the second quarter of 2006 to $1.0 million in the second quarter of 2007 due primarily to the decreases in account analysis charges.
 
The above decreases were offset by an increase of $716,000, or 24.1%, in other operating income, due primarily to a $594,000 increase in venture capital investment income.
 
Non-Interest Expense
 
Non-interest expense increased $3.2 million, or 11.1%, to $32.3 million in the second quarter of 2007 compared to $29.1 million in the same quarter a year ago. The efficiency ratio was 39.06% for the second quarter of 2007 compared to 37.85% in the same quarter a year ago and 38.44% for the first quarter of 2007.
 
The increase of non-interest expense in the second quarter of 2007 compared to the same quarter a year ago was primarily due to the following:
 
·  
Salaries and employee benefits increased $815,000, or 5.1%, due primarily to the Company’s acquisitions and the hiring of additional staff.
·  
Occupancy expenses increased $380,000, or 13.9%, primarily due to the additions of new branches through acquisitions and new branch openings.
·  
Computer and equipment expenses increased $495,000, or 24.1%, primarily due to a $421,000 increase in software license fees under new data processing contracts.
·  
Professional services expenses increased $965,000, or 61.2%, due primarily to a $321,000 increase in legal expenses related to loan collection efforts and a $330,000 increase in consulting expenses due in part to our new Hong Kong branch.
·  
Expenses from operation of affordable housing investments increased $145,000, or 11.2%, to $1.4 million compared to $1.3 million in the same quarter a year ago as a result of additional investments in affordable housing projects.
·  
Amortization of core deposit premiums increased $191,000, or 12.1%, due to the acquisitions of New Asia Bank and United Heritage Bank.
·  
Other operating expenses increased $619,000, or 28.3%, primarily due to increases in insurance expenses of $149,000, recruiting expenses of $125,000, communication expenses of $122,000, and other miscellaneous expenses.
·  
Partially offsetting the above increases, OREO expenses decreased $394,000 primarily due to a $283,000 writedown of OREO in 2006.
 
22

 
Income taxes
 
The effective tax rate was 36.7% for the second quarter of 2007, compared to 37.2% for the same quarter a year ago and 36.4% for the full year 2006.
 
As previously disclosed, on December 31, 2003, the California Franchise Tax Board (FTB) announced its intent to list certain transactions that in its view constitute potentially abusive tax shelters. Included in the transactions subject to this listing were transactions utilizing regulated investment companies (RICs) and real estate investment trusts (REITs). While the Company continues to believe that the tax benefits recorded in 2000, 2001, and 2002 with respect to its regulated investment company were appropriate and fully defensible under California law, the Company participated in Option 2 of the Voluntary Compliance Initiative of the Franchise Tax Board, and paid all California taxes and interest on these disputed 2000 through 2002 tax benefits, and at the same time filed a claim for refund for these years while avoiding certain potential penalties. The Company retains potential exposure for assertion of an accuracy-related penalty should the FTB prevail in its position in addition to the risk of not being successful in its refund claims.
 
The FASB issued Interpretation No. 48 Accounting for Uncertainty in Income Taxes (“FIN 48”) which requires that the amount of recognized tax benefit should be the maximum amount which is more-likely-than-not to be realized and that amounts previously recorded that do not meet the requirements of FIN 48 be charged as a cumulative effect adjustment to retained earnings. As of December 31, 2006, the Company reflected a $12.1 million net state tax receivable related to payments it made in April 2004 under the Voluntary Compliance Initiative program for the years 2000, 2001, and 2002, after giving effect to reserves for loss contingencies on the refund claims. The Company has determined that its refund claim related to its regulated investment company is not more-likely-than-not to be realized and consequently, charged a total of $8.5 million, comprised of the $7.9 million after tax amount related to its refund claims as well as a $0.6 million after tax amount related to California Net Operating Losses generated in 2001 as a result of its regulated investment company, to the opening balance of retained earnings as of the January 1, 2007, effective date of FIN 48.
 
Year-to-Date Income Statement Review
 
Net income was $60.5 million, or $1.17 per diluted share for the six months ended June 30, 2007, an increase of $4.1 million, or 7.4%, in net income over the $56.4 million, or $1.10 per diluted share for the same period a year ago due primarily to increases in net interest income. The net interest margin for the six months ended June 30, 2007, decreased 50 basis points to 3.80% compared to 4.30% in the same period a year ago.
 
Return on average stockholders’ equity was 13.00% and return on average assets was 1.42% for the six months of 2007, compared to a return on average stockholders’ equity of 13.87% and a return on average assets of 1.63% for the six months of 2006. The efficiency ratio for the six months ended June 30, 2007 was 38.76% compared to 37.00% during the same period a year ago.
 
The average daily balances, together with the total dollar amounts, on a taxable-equivalent basis, of interest income and interest expense, and the weighted-average interest rates, the net interest spread and the net interest margins are as follows:
 
23


Interest-Earning Assets and Interest-Bearing Liabilities
 
Six months ended June 30,
 
2007
 
2006
 
 
 
 
 
Interest
 
Average
 
 
 
Interest
 
Average
 
Taxable-equivalent basis
 
Average
 
Income/
 
Yield/
 
Average
 
Income/
 
Yield/
 
(Dollars in thousands)
 
Balance
 
Expense
 
Rate (1)(2)
 
Balance
 
Expense
 
Rate (1)(2)
 
Interest Earning Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial loans
 
$
1,251,015
 
$
50,859
   
8.20
%
$
1,077,739
 
$
41,666
   
7.80
%
Residential mortgage
   
586,058
   
18,162
   
6.20
   
443,462
   
13,173
   
5.94
 
Commercial mortgage
   
3,325,670
   
129,324
   
7.84
   
2,927,441
   
111,390
   
7.67
 
Real estate construction loans
   
709,495
   
33,938
   
9.65
   
583,579
   
27,546
   
9.52
 
Other loans and leases
   
27,836
   
633
   
4.59
   
30,953
   
469
   
3.06
 
Total loans and leases (1)
   
5,900,074
   
232,916
   
7.96
   
5,063,174
   
194,244
   
7.74
 
Taxable securities
   
1,657,107
   
46,254
   
5.63
   
1,225,901
   
28,527
   
4.69
 
Tax-exempt securities (3)
   
70,851
   
2,283
   
6.50
   
86,070
   
2,893
   
6.78
 
FHLB and FRB stocks
   
47,575
   
1,050
   
4.45
   
29,964
   
717
   
4.83
 
Interest bearing deposits
   
58,056
   
2,041
   
7.09
   
18,281
   
154
   
1.70
 
Federal funds sold & securities purchased
                         
under agreements to resell
   
217,151
   
7,767
   
7.21
   
6,192
   
130
   
4.23
 
Total interest-earning assets
   
7,950,814
   
292,311
   
7.41
   
6,429,582
   
226,665
   
7.11
 
Non-interest earning assets
                         
Cash and due from banks
   
91,324
           
99,721
         
Other non-earning assets
   
625,517
           
516,876
         
Total non-interest earning assets
   
716,841
           
616,597
         
Less: Allowance for loan losses
   
(65,864
)
         
(62,313
)
       
Deferred loan fees
   
(12,046
)
         
(13,138
)
       
Total assets
 
$
8,589,745
         
$
6,970,728
         
 
                         
Interest bearing liabilities:
                         
Interest bearing demand accounts
 
$
232,960
 
$
1,475
   
1.28
 
$
244,207
 
$
1,331
   
1.10
 
Money market accounts
   
671,130
   
10,272
   
3.09
   
576,522
   
7,079
   
2.48
 
Savings accounts
   
348,974
   
1,733
   
1.00
   
381,789
   
1,613
   
0.85
 
Time deposits
   
3,669,048
   
86,243
   
4.74
   
3,177,397
   
58,412
   
3.71
 
Total interest-bearing deposits
   
4,922,112
   
99,723
   
4.09
   
4,379,915
   
68,435
   
3.15
 
 
                         
Federal funds purchased
   
30,039
   
796
   
5.35
   
45,193
   
1,066
   
4.76
 
Securities sold under agreement to repurchase
   
724,616
   
13,261
   
3.69
   
340,331
   
6,526
   
3.87
 
Other borrowings
   
952,862
   
23,643
   
5.00
   
489,663
   
11,336
   
4.67
 
Junior subordinated notes
   
131,493
   
4,875
   
7.48
   
53,990
   
2,151
   
8.03
 
Total interest-bearing liabilities
   
6,761,122
   
142,298
   
4.24
   
5,309,092
   
89,514
   
3.40
 
Non-interest bearing liabilities
                         
Demand deposits
   
778,183
           
747,063
         
Other liabilities
   
111,154
           
94,697
         
Stockholders' equity
   
939,286
           
819,876
         
Total liabilities and stockholders' equity
 
$
8,589,745
         
$
6,970,728
         
Net interest spread (4)
           
3.17
%
         
3.71
%
Net interest income (4)
     
$
150,013
         
$
137,151
     
Net interest margin (4)
           
3.80
%
         
4.30
%
 
(1)
Yields and amounts of interest earned include loan fees. Non-accrual loans are included in the average balance.
(2)
Calculated by dividing net interest income by average outstanding interest-earning assets.
(3)
The average yield has been adjusted to a fully taxable-equivalent basis for certain securities of states and political subdivisions and other securities held using a statutory Federal income tax rate of 35%.
(4)
Net interest income, net interest spread, and net interest margin on interest-earning assets have been adjusted to a fully taxable-equivalent basis using a statutory Federal income tax rate of 35%.
 
24


Taxable-Equivalent Net Interest Income — Changes Due to Rate and Volume(1)
 
 
 
Six months ended June 30,
 
 
 
2007-2006
 
 
 
Increase (Decrease) in
 
 
 
Net Interest Income Due to:
 
(Dollars in thousands)
 
Changes in Volume
 
Changes in Rate
 
Total Change
 
 
 
 
 
 
 
 
 
Interest-Earning Assets:
             
Loans and leases
   
32,899
   
5,773
   
38,672
 
Taxable securities
   
11,312
   
6,415
   
17,727
 
Tax-exempt securities (2)
   
(494
)
 
(116
)
 
(610
)
FHLB and FRB stocks
   
393
   
(60
)
 
333
 
Deposits with other banks
   
768
   
1,119
   
1,887
 
Federal funds sold and securities purchased
                   
under agreements to resell
   
7,482
   
155
   
7,637
 
 
                   
Total increase in interest income
   
52,360
   
13,286
   
65,646
 
 
                   
Interest-Bearing Liabilities:
                   
Interest bearing demand accounts
   
(64
)
 
208
   
144
 
Money market accounts
   
1,276
   
1,917
   
3,193
 
Savings accounts
   
(148
)
 
268
   
120
 
Time deposits
   
9,937
   
17,894
   
27,831
 
Federal funds purchased
   
(393
)
 
123
   
(270
)
Securities sold under agreement to repurchase
   
7,050
   
(315
)
 
6,735
 
Other borrowed funds
   
11,439
   
868
   
12,307
 
Long-term debt
   
2,886
   
(162
)
 
2,724
 
Total increase in interest expense
   
31,983
   
20,801
   
52,784
 
Changes in net interest income 
 
$
20,377
 
$
(7,515
)
$
12,862
 

(1)
Changes in interest income and interest expense attributable to changes in both volume and rate have been allocated proportionately to changes due to volume and changes due to rate.
(2)
The amount of interest earned on certain securities of states and political subdivisions and other securities held has been adjusted to a fully taxable-equivalent basis, using a statutory federal income tax rate of 35%.
 
Balance Sheet Review

Assets
 
Total assets increased by $874.5 million, or 10.9%, to $8.9 billion at June 30, 2007, from year-end 2006 assets of $8.0 billion. The increase in total assets was represented primarily by increases in loans, securities purchased under agreements to resell, and investment securities funded by growth of deposits and borrowings.
 
Securities purchased under agreements to resell increased $204.0 million and long-term certificates of deposit increased $50.0 million during the first six months of 2007 due to attractive rates available on these investments. Securities available-for-sale increased by $188.9 million during the first six months of 2007 primarily due to purchases of callable agency securities which provided collateral for repurchase agreements.
 
Securities
 
Total securities were $1.7 billion, or 19.2%, of total assets at June 30, 2007, compared with $1.5 billion, or 19.0%, of total assets at December 31, 2006. The increase of $188.9 million, or 12.4%, was primarily due to purchases of $560.0 million of securities offset primarily by pay-downs, matured and called securities totaling $292.6 million and the sales of securities of $86.2 million during the first six months of 2007.
 
The net unrealized loss on securities available-for-sale, which represented the difference between fair value and amortized cost, totaled $27.3 million at June 30, 2007, compared to a net unrealized loss of $21.4 million at year-end 2006. The change was caused by increases in market interest rates. Net unrealized gains(losses) in the securities available-for-sale are included in accumulated other comprehensive income or loss, net of tax.
 
25

 
The average taxable-equivalent yield on investment securities increased 78 basis points to 5.70% for the three months ended June 30, 2007, compared with 4.92% for the same period a year ago, as lower yielding securities matured, prepaid, or were sold and the proceeds were reinvested at the higher prevailing interest rates.
 
The following tables summarize the composition, amortized cost, gross unrealized gains, gross unrealized losses, and fair value of securities available-for-sale, as of June 30, 2007, and December 31, 2006:
 
 
 
June 30, 2007
 
 
 
 
 
Gross
 
Gross
 
 
 
 
 
Amortized
 
Unrealized
 
Unrealized
 
 
 
 
 
Cost
 
Gains
 
Losses
 
Fair Value
 
 
 
(In thousands)
 
U.S. government sponsored entities
 
$
624,047
 
$
36
 
$
1,963
 
$
622,120
 
State and municipal securities
   
52,178
   
381
   
173
   
52,386
 
Mortgage-backed securities
   
499,868
   
413
   
19,725
   
480,556
 
Commercial mortgage-backed securities
   
16,728
   
-
   
505
   
16,223
 
Collateralized mortgage obligations
   
231,399
   
37
   
6,767
   
224,669
 
Asset-backed securities
   
702
   
-
   
2
   
700
 
Corporate bonds
   
201,784
   
44
   
514
   
201,314
 
Preferred stock of government sponsored entities
   
11,750
   
1,672
   
-
   
13,422
 
Foreign corporate bonds
   
100,000
   
38
   
300
   
99,738
 
Total
 
$
1,738,456
 
$
2,621
 
$
29,949
 
$
1,711,128
 
 
 
 
December 31, 2006
 
 
 
 
 
Gross
 
Gross
 
 
 
 
 
Amortized
 
Unrealized
 
Unrealized
 
 
 
 
 
Cost
 
Gains
 
Losses
 
Fair Value
 
 
 
(In thousands)
 
U.S. treasury securities
 
$
994
 
$
-
 
$
1
 
$
993
 
U.S. government sponsored entities
   
364,988
   
67
   
3,556
   
361,499
 
State and municipal securities
   
54,843
   
769
   
80
   
55,532
 
Mortgage-backed securities
   
549,150
   
687
   
15,070
   
534,767
 
Commercial mortgage-backed securities
   
20,554
   
-
   
588
   
19,966
 
Collateralized mortgage obligations
   
251,997
   
46
   
6,417
   
245,626
 
Asset-backed securities
   
783
   
-
   
3
   
780
 
Corporate bonds
   
206,008
   
325
   
396
   
205,937
 
Preferred stock of government sponsored entities
   
19,350
   
2,660
   
-
   
22,010
 
Foreign corporate bonds
   
75,000
   
126
   
13
   
75,113
 
Total
 
$
1,543,667
 
$
4,680
 
$
26,124
 
$
1,522,223
 
 
26

 
The following table summarizes the scheduled maturities by security type of securities available-for-sale, as of June 30, 2007:

 
 
As of June 30, 2007
 
 
 
 
 
After One
 
After Five
 
 
 
 
 
 
 
One Year
 
Year to
 
Years to
 
Over Ten
 
 
 
 
 
or Less
 
Five Years
 
Ten Years
 
Years
 
Total
 
 
 
(Dollars in thousands)
 
Maturity Distribution:
 
 
 
 
 
 
 
 
 
 
 
U.S. government sponsored entities
 
$
15,124
 
$
601,659
 
$
3,942
 
$
1,395
 
$
622,120
 
State and municipal securities
   
1,077
   
7,426
   
26,073
   
17,810
   
52,386
 
Mortgage-backed securities(1)
   
185
   
23,653
   
2,517
   
454,201
   
480,556
 
Commercial mortgage-backed securities(1)
   
-
   
182
   
-
   
16,041
   
16,223
 
Collateralized mortgage obligations(1)
   
-
   
-
   
7,811
   
216,858
   
224,669
 
Asset-backed securities(1)
   
-
   
-
   
-
   
700
   
700
 
Corporate bonds
   
1,397
   
386
   
199,531
   
-
   
201,314
 
Preferred stock of government sponsored entities (2)
   
-
   
-
   
-
   
13,422
   
13,422
 
Foreign corporate bonds
   
-
   
-
   
99,738
   
-
   
99,738
 
Total
 
$
17,783
 
$
633,306
 
$
339,612
 
$
720,427
 
$
1,711,128
 
 
(1)
Securities reflect stated maturities and do not reflect the impact of anticipated prepayments.
(2)
These securities have no final maturity date.
 
The Company has the ability and intent to hold the securities for a period of time sufficient for a recovery of cost for those issues with unrealized losses. The temporarily impaired securities represent 83.8% of the fair value of the Company’s securities as of June 30, 2007. Unrealized losses for securities with unrealized losses for less than twelve months represent 0.3%, and securities with unrealized losses for twelve months or more represent 3.8% of the historical cost of these securities and generally resulted from increases in interest rates from the date that these securities were purchased. At June 30, 2007, 125 issues of securities had unrealized losses for 12 months or longer and 108 issues of securities had unrealized losses of less than 12 months. All of these securities are investment grade, as of June 30, 2007. At June 30, 2007, management believes the impairment is temporary and, accordingly, no impairment loss has been recognized in the Company’s consolidated statements of income. The table below shows the fair value, unrealized losses and number of issuances as of June 30, 2007, of the temporarily impaired securities in the Company’s available-for-sale securities portfolio:
 
 
 
Temporarily Impaired Securities as of June 30, 2007
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Less than 12 months
 
12 months or longer
 
Total
 
 
 
Fair
 
Unrealized
 
No. of
 
Fair
 
Unrealized
 
No. of
 
Fair
 
Unrealized
 
No. of
 
 
 
Value
 
Losses
 
Issuances
 
Value
 
Losses
 
Issuances
 
Value
 
Losses
 
Issuances
 
 
 
(In thousands)
 
 
 
Description of securities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S. government sponsored entities
 
$
563,042
 
$
1,020
   
67
 
$
48,034
 
$
943
   
5
 
$
611,076
 
$
1,963
   
72
 
State and municipal securities
   
6,681
   
95
   
15
   
3,041
   
78
   
6
   
9,722
   
173
   
21
 
Mortgage-backed securities
   
34,720
   
364
   
17
   
416,343
   
19,361
   
75
   
451,063
   
19,725
   
92
 
Commercial mortgage-backed securities
   
-
   
-
   
-
   
16,223
   
505
   
3
   
16,223
   
505
   
3
 
Collateralized mortgage obligations
   
5,711
   
71
   
2
   
215,085
   
6,696
   
34
   
220,796
   
6,767
   
36
 
Asset-backed securities
   
-
   
-
   
-
   
700
   
2
   
2
   
700
   
2
   
2
 
Corporate bonds
   
99,722
   
514
   
6
   
-
   
-
   
-
   
99,722
   
514
   
6
 
Foreign corporate bonds
   
24,700
   
300
   
1
   
-
   
-
   
-
   
24,700
   
300
   
1
 
Total
 
$
734,576
 
$
2,364
   
108
 
$
699,426
 
$
27,585
   
125
 
$
1,434,002
 
$
29,949
   
233
 
 
Loans
 
Gross loans at June 30, 2007, were $6.2 billion compared with $5.7 billion at year-end 2006. Gross loan growth during the six months in 2007 equaled $427.3 million, an increase of 7.4% from December 31, 2006, reflecting primarily increases in commercial mortgage loans, commercial loans, and real estate construction loans. The acquisition of United Heritage Bank on March 30, 2007 increased loans by $38.6 million.
 
27

 
Commercial mortgage loans increased $264.9 million, or 8.21%, to $3.5 billion at June 30, 2007, compared to $3.2 billion at year-end 2006. At June 30, 2007, this portfolio represented approximately 56.5% of the Bank’s gross loans compared to 56.1% at year-end 2006. Commercial loans increased $64.2 million, or 5.2%, to $1.31 billion at June 30, 2007, compared to $1.24 billion at year-end 2006. Real estate construction loans increased $64.0 million, or 9.3%, to $749.2 million at June 30, 2007, compared to $685.2 million at year-end 2006.
 
The following table sets forth the classification of loans by type, mix, and percentage change as of the dates indicated:

(Dollars in thousands)
 
June 30, 2007
 
% of Gross Loans
 
December 31, 2006
 
% of Gross Loans
 
% Change
 
Type of Loans
                     
Commercial
 
$
1,307,937
   
21.2
%
$
1,243,756
   
21.7
%
 
5.2
%
Residential mortgage
   
500,977
   
8.1
   
455,949
   
7.9
   
9.9
 
Commercial mortgage
   
3,491,591
   
56.5
   
3,226,658
   
56.1
   
8.2
 
Equity lines
   
107,226
   
1.8
   
118,473
   
2.1
   
(9.5
)
Real estate construction
   
749,229
   
12.1
   
685,206
   
11.9
   
9.3
 
Installment
   
13,497
   
0.2
   
13,257
   
0.2
   
1.8
 
Other
   
4,377
   
0.1
   
4,247
   
0.1
   
3.1
 
Gross loans and leases
 
$
6,174,834
   
100
%
$
5,747,546
   
100
%
 
7.4
%
                                 
Allowance for loan losses
   
(65,360
)
     
(64,689
)
       
1.0
 
Unamortized deferred loan fees
   
(11,325
)
     
(11,984
)
       
(5.5
)
                               
Total loans and leases, net
 
$
6,098,149
     
$
5,670,873
         
7.5
%
 
Asset Quality Review
 
Non-performing Assets
 
Non-performing assets to gross loans and other real estate owned was 0.61% at June 30, 2007, compared to 0.62% at December 31, 2006. Total non-performing assets increased $2.0 million to $37.6 million at June 30, 2007, compared with $35.6 million at December 31, 2006, primarily due to a $12.6 million increase in non-accrual loans offset by a $4.9 million decrease in other real estate owned and by a $5.7 million decrease in accruing loans past due 90 days or more. At June 30, 2007, total non-accrual loans included $18.2 million in loans secured by real estate collateral in Texas comprised of a $9.7 million apartment loan, a $6.8 million shopping center construction loan, and a $1.7 million office building loan.
 
The allowance for loan losses amounted to $65.4 million at June 30, 2007, and represented the amount that the Company believes to be sufficient to absorb loan losses inherent in the Company’s loan portfolio. The allowance for loan losses represented 1.06% of period-end gross loans and 176% of non-performing loans at June 30, 2007. The comparable ratios were 1.13% of gross loans and 213% of non-performing loans at December 31, 2006.
 
28

 
The following table sets forth the breakdown of non-performing assets by category as of the dates indicated:
 
(Dollars in thousands)
 
June 30, 2007
 
December 31, 2006
 
Non-performing assets
 
 
 
 
 
Accruing loans past due 90 days or more
 
$
2,251
 
$
8,008
 
Non-accrual loans:
         
Construction
   
12,037
   
5,786
 
Commercial real estate
   
16,326
   
1,276
 
Commercial
   
5,172
   
14,424
 
Real Estate Mortgage
   
1,372
   
836
 
Other
   
18
   
-
 
Total non-accrual loans:
   
34,925
   
22,322
 
Total non-performing loans
   
37,176
   
30,330
 
Other real estate owned
   
374
   
5,259
 
Total non-performing assets
 
$
37,550
 
$
35,589
 
Troubled debt restructurings
 
$
938
 
$
955
 
 
         
Non-performing assets as a percentage of gross loans and OREO
   
0.61
%
 
0.62
%
Allowance for loan losses as a percentage of gross loans and leases
   
1.06
%
 
1.13
%
Allowance for loan losses as a percentage of non-performing loans
   
175.81
%
 
213.28
%
 
Non-accrual Loans
 
Non-accrual loans increased by $12.6 million to $34.9 million at June 30, 2007, from $22.3 million at December 31, 2006.
 
The following table presents non-accrual loans by type of collateral securing the loans, as of the dates indicated:

   
June 30, 2007
 
December 31, 2006
 
 
 
Real Estate (1)
 
Commercial
 
Other
 
Real Estate (1)
 
Commercial
 
   
(In thousands)
 
Type of Collateral
                     
Single/ multi-family residence
 
$
23,104
 
$
179
 
$
-
 
$
7,111
 
$
180
 
Commercial real estate
   
5,226
   
-
         
674
   
1,265
 
Land
   
1,405
   
-
         
113
   
-
 
UCC
   
-
   
4,921
         
-
   
12,779
 
Unsecured
   
-
   
72
   
18
   
-
   
200
 
Total  
 
$
29,735
 
$
5,172
 
$
18
 
$
7,898
 
$
14,424
 
 
(1)
Real estate includes commercial mortgage loans, real estate construction loans, and residential mortgage loans.
 
29

 
The following table presents non-accrual loans by type of businesses in which the borrowers are engaged, as of the dates indicated:

   
June 30, 2007
 
December 31, 2006
 
   
Real Estate (1)
 
Commercial
 
Other
 
Real Estate (1)
 
Commercial
 
   
(In thousands)
 
Type of Business
                               
Real estate development
 
$
27,788
 
$
-
 
$
-
 
$
6,651
 
$
-
 
Wholesale/Retail
   
575
   
1,967
   
18
   
130
   
8,631
 
Food/Restaurant
   
-
   
92
   
-
   
282
   
3,126
 
Import/Export
   
-
   
3,113
   
-
   
-
   
2,667
 
Other
   
1,372
   
-
   
-
   
835
   
-
 
Total
 
$
29,735
 
$
5,172
 
$
18
 
$
7,898
 
$
14,424
 
 
(1)
Real estate includes commercial mortgage loans, real estate construction loans, and residential mortgage loans.
 
Troubled Debt Restructurings
 
A troubled debt restructuring (“TDR”) is a formal restructure of a loan when the lender, for economic or legal reasons related to the borrower’s financial difficulties, grants a concession to the borrower. The concession may be granted in various forms, including reduction in the stated interest rate, reduction in the loan balance or accrued interest, or extension of the maturity date.
 
Troubled debt restructurings were $938,000 as of June 30, 2007, and $955,000 as of December 31, 2006.
 
Impaired Loans
 
A loan is considered impaired when it is probable that a creditor will be unable to collect all amounts due according to the contractual terms of the loan agreement based on current circumstances and events. The assessment for impairment occurs when and while such loans are on non-accrual, or the loan has been restructured. Those loans less than our defined selection criteria, generally the loan amount less than $100,000, are treated as a homogeneous portfolio. If loans meeting the defined criteria are not collateral dependent, we measure the impairment based on the present value of the expected future cash flows discounted at the loan’s effective interest rate. If loans meeting the defined criteria are collateral dependent, we measure the impairment by using the loan’s observable market price or the fair value of the collateral. If the measurement of the impaired loan is less than the recorded amount of the loan, we then recognize impairment by creating or adjusting an existing valuation allowance with a corresponding charge to the provision for loan losses.
 
None of the loans acquired as part of the acquisition of UHB were determined to be impaired and therefore were all excluded from the scope of Statement of Position (SOP) 03-3, “Accounting for Certain Loans or Debt Securities Acquired in a Transfer”.
 
The Company identified impaired loans with a recorded investment of $34.9 million at June 30, 2007, compared with $22.3 million at year-end 2006. The Company considers all non-accrual loans to be impaired.  The following table presents impaired loans and the related allowance, as of the dates indicated:
 
30

 
 
 
At June 30, 2007
 
At December 31, 2006
 
 
 
(In thousands)
 
Balance of impaired loans with no allocated allowance
 
$
30,887
 
$
10,522
 
Balance of impaired loans with an allocated allowance
   
4,038
   
11,800
 
Total recorded investment in impaired loans
 
$
34,925
 
$
22,322
 
Amount of the allowance allocated to impaired loans
 
$
3,212
 
$
4,310
 
 
Loan Concentration
 
Most of the Company’s business activity is with customers located in the predominantly Asian areas of Southern and Northern California; New York City; Dallas and Houston, Texas; Seattle, Washington; Boston, Massachusetts; Chicago, Illinois; and New Jersey. The Company has no specific industry concentration, and generally its loans are collateralized with real property or other pledged collateral of the borrowers. Loans are generally expected to be paid off from the operating profits of the borrowers, refinancing by another lender, or through sale by the borrowers of the secured collateral.
 
There were no loan concentrations to multiple borrowers in similar activities which exceeded 10% of total loans as of June 30, 2007, or December 31, 2006.
 
Allowance for Loan Losses
 
The Bank’s management is committed to managing the risk in its loan portfolio by maintaining the allowance for loan losses at a level that is considered to be equal to the estimated and known risks in the loan portfolio. With a risk management objective, the Bank’s management has an established monitoring system that is designed to identify impaired and potential problem loans, and to permit periodic evaluation of impairment and the adequacy level of the allowance for loan losses in a timely manner.
 
In addition, our Board of Directors has established a written loan policy that includes an effective loan review and control system to ensure that the Bank maintains an adequate allowance for loan losses. The Board of Directors provides oversight for the allowance evaluation process, including quarterly evaluations, and judges that the allowance is adequate to absorb inherent losses in the loan portfolio. The determination of the amount of the allowance for loan losses and the provision for loan losses is based on management’s current judgment about the credit quality of the loan portfolio and takes into consideration known relevant internal and external factors that affect collectibility when determining the appropriate level for the allowance for loan losses. The nature of the process by which the Bank determines the appropriate allowance for loan losses requires the exercise of considerable judgment. Additions to the allowance for loan losses are made by charges to the provision for loan losses. While management utilizes its best judgment and information available, the ultimate adequacy of the allowance is dependent upon a variety of factors beyond the Bank’s control, including the performance of the Bank’s loan portfolio, the economy, changes in interest rates, and the view of the regulatory authorities toward loan classifications. Identified credit exposures that are determined to be uncollectible are charged against the allowance for loan losses. Recoveries of previously charged off amounts, if any, are credited to the allowance for loan losses. A weakening of the economy or other factors that adversely affect asset quality could result in an increase in the number of delinquencies, bankruptcies, or defaults, and a higher level of non-performing assets, net charge-offs, and provision for loan losses in future periods.
 
31

 
The allowance for loan losses amounted to $65.4 million at June 30, 2007, and represented the amount that the Company believes to be sufficient to absorb loan losses inherent in the Company’s loan portfolio. The allowance for loan losses represented 1.06% of period-end gross loans and 176% of non-performing loans at June 30, 2007. The comparable ratios were 1.13% of gross loans and 213% of non-performing loans at December 31, 2006.
 
The following table sets forth information relating to the allowance for loan losses for the periods indicated:
 
(Dollars in thousands)
 
For the six months ended
June 30, 2007
 
For the year ended
December 31, 2006
 
           
Balance at beginning of period
 
$
64,689
 
$
60,251
 
Provision of loan losses
   
3,100
   
2,000
 
Loans charged off
   
(6,051
)
 
(2,030
)
Recoveries of loans charged off
   
3,190
   
1,315
 
Allowance from acquisitions
   
432
   
3,153
 
Balance at end of period
 
$
65,360
 
$
64,689
 
               
Average loans outstanding during the period
 
$
5,900,074
 
$
5,310,564
 
Total gross loans outstanding, at period-end
 
$
6,174,834
 
$
5,747,546
 
Total non-performing loans, at period-end
 
$
37,176
 
$
30,330
 
Ratio of net charge-offs to average loans outstanding during the period (annualized)
   
0.10
%
 
0.01
%
Provision for loan losses to average loans outstanding during the period (annualized)
   
0.11
%
 
0.04
%
Allowance to non-performing loans, at period-end
   
175.81
%
 
213.28
%
Allowance to gross loans, at period-end
   
1.06
%
 
1.13
%
 
For impaired loans, we provide specific allowances based on an evaluation of impairment. For the portfolio of classified loans we determine an allowance based on an assigned loss percentage. The percentage assigned depends on a number of factors including loan classification, the current financial condition of the borrowers and guarantors, the prevailing value of the underlying collateral, charge-off history, management’s knowledge of the portfolio, and general economic conditions.
 
The unclassified portfolio is segmented on a group basis. Segmentation is determined by loan type and by identifying risk characteristics that are common to the groups of loans. The allowance is provided to each segmented group based on the group’s historical loan loss experience, the trends in delinquencies and non-accrual loans, and other significant factors, such as national and local economy, trends and conditions, strength of management and loan staff, underwriting standards and the concentration of credit.
 
To determine the allowance, the Bank employs two primary methodologies, the classification process and the individual loan review analysis methodology. These methodologies support the basis for determining allocations between the various loan categories and the overall adequacy of the Bank’s allowance to provide for probable loss in the loan portfolio. These methodologies are further supported by additional analysis of relevant factors such as the historical losses in the portfolio, trends in the non-performing/non-accrual loans, loan delinquencies, the volume of the portfolio, peer group comparisons, and federal regulatory policy for loan and lease losses. Other significant factors of portfolio analysis include changes in lending policies/underwriting standards, portfolio composition, concentrations of credit, and trends in the national and local economy.
 
32

 
The table set forth below reflects management’s allocation of the allowance for loan losses by loan category and the ratio of each loan category to the total loans as of the dates indicated:
 
(Dollars in thousands)
 
June 30, 2007
 
December 31, 2006
 
 
 
 
 
Percentage of
 
 
 
Percentage of
 
 
 
 
 
Loans in Each
 
 
 
Loans in Each
 
 
 
 
 
Category
 
 
 
Category
 
 
 
 
 
to Average
 
 
 
to Average
 
Type of Loans:
 
Amount
 
Gross Loans
 
Amount
 
Gross Loans
 
Commercial loans
 
$
30,376
   
21.2
%
$
35,569
   
20.9
%
Residential mortgage loans
   
1,159
   
9.9
   
1,510
   
9.1
 
Commercial mortgage loans
   
23,277
   
56.4
   
22,160
   
57.6
 
Real estate construction loans
   
10,518
   
12.0
   
5,431
   
11.8
 
Installment loans
   
20
   
0.3
   
10
   
0.3
 
Other loans
   
10
   
0.2
   
9
   
0.3
 
Total
 
$
65,360
   
100
%
$
64,689
   
100
%
 
The allowance allocated to commercial loans decreased from $35.6 million at December 31, 2006, to $30.4 million at June 30, 2007, due primarily to charge-offs of certain impaired commercial loans and the decrease in the reserve factor based on a 5-year moving average of loss experience in commercial loans. Non-accrual commercial loans by collateral type were $5.2 million, or 14.8% of non-accrual loans at June 30, 2007, compared to $14.4 million, or 64.6% at December 31, 2006.
 
The allowance allocated to residential mortgage loans also decreased $351,000 from $1.5 million at December 31, 2006, to $1.2 million at June 30, 2007 due to a decrease in the environmental risk identification reserve factor.
 
The allowance allocated to commercial mortgage loans increased from $22.2 million at December 31, 2006, to $23.3 million at June 30, 2007, due to loan growth and the increase in the level of problem loans. As of June 30, 2007, there were $16.3 million commercial mortgage loans on non-accrual status. Non-accrual commercial mortgage loans as a percentage to total non-accrual loans was 46.8% at June 30, 2007.
 
The allowance allocated to construction loans has increased from $5.4 million at December 31, 2006, to $10.5 million at June 30, 2007, due primarily to an increase in the amount of construction loans risk graded as Special Mention and Substandard during 2007 as a result of slower housing sales and lower selling prices in California. The allowance allocated to construction loans as a percentage of total construction loans was 1.5% of construction loans at June 30, 2007 compared to 0.9% at December 31, 2006. At June 30, 2007, there were two construction loans totaling $12.0 million on non-accrual status which comprised 34.5% of non-accrual loans.
 
Allowances for other risks of potential loan losses equaling $2.4 million as of June 30, 2007, compared to $2.5 million at December 31, 2006, have been included in the allocations above. Based on the assessment of the risk of higher energy prices on the ability of the Bank’s borrowers to service their loans, management has determined that the allowance of $2.4 million at June 30, 2007 was appropriate. 
 
33

 
Deposits
 
Total deposits increased $166.7 million, or 2.9%, to $5.8 billion at June 30, 2007, from $5.7 billion at December 31, 2006, of which $54.2 million was from the acquisition of United Heritage Bank at March 30, 2007. Non-interest-bearing demand deposits, interest-bearing demand deposits, and savings deposits comprised 35.1% of total deposits at June 30, 2007, time deposit accounts of less than $100,000 comprised 18.8% of total deposits, while the remaining 46.1% was comprised of time deposit accounts of $100,000 or more. Due to the continued increases in interest rates through 2007, the Company’s lower yielding interest bearing deposits have decreased.
 
The following table display the deposit mix as of the dates indicated:
 
 
 
June 30, 2007
 
% of Total
 
December 31, 2006
 
% of Total
 
% Change
 
Deposits
 
(Dollars in thousands)
 
 
 
Non-interest-bearing demand
 
$
795,836
   
13.6
%
$
781,492
   
13.8
%
 
1.8
%
NOW
   
235,769
   
4.0
   
239,589
   
4.2
   
(1.6
)
Money market
   
671,671
   
11.5
   
657,689
   
11.6
   
2.1
 
Savings
   
349,442
   
6.0
   
358,827
   
6.3
   
(2.6
)
Time deposits under $100,000
   
1,095,452
   
18.8
   
1,007,637
   
17.8
   
8.7
 
Time deposits of $100,000 or more
   
2,693,869
   
46.1
   
2,630,072
   
46.3
   
2.4
 
Total deposits
 
$
5,842,039
   
100.0
%
$
5,675,306
   
100.0
%
 
2.9
%
 
At June 30, 2007, brokered deposits increased $125.3 million to $373.0 million from $247.7 million at December 31, 2006.
 
Borrowings
 
Borrowings include Federal funds purchased, securities sold under agreements to repurchase, funds obtained as advances from the Federal Home Loan Bank (“FHLB”) of San Francisco, borrowing from other financial institutions, subordinated and junior subordinated notes issued.
 
Federal funds purchased were $38.0 million with a weighted average rate of 5.38% as of June 30, 2007, compared to $50.0 million with a weighted average rate of 5.31% as of December 31, 2006.
 
Securities sold under agreements to repurchase were $880.1 million with a weighted average rate of 3.69% as of June 30, 2007, compared to $400.0 million with a weighted average rate of 4.40% at December 31, 2006.  At June 30, 2007, the terms of the long-term repurchase agreements were as follows: $150.0 million for five years, $350.0 million for seven years, and $200.0 million for ten years. The rates are all initially floating for a period of time ranging from six months to one year, with the floating rates ranging from the three-month LIBOR minus 100 basis points to the three-month LIBOR minus 340 basis points. Thereafter, the rates are fixed for the remainder of the term, with interest rates ranging from 4.29% to 5.07%. After the initial floating rate term, the counterparties have the right to terminate the transaction at par at the fixed rate reset date and quarterly thereafter. The Company may be required to provide additional collateral for the repurchase agreements. At June 30, 2007, included in long-term transactions are two repurchase agreements totaling $100.0 million that were callable but had not been called. The interest rates on these two repurchase agreements were 4.79% and 4.75%, respectively, until their final maturities in March 2011. In addition, short-term repurchase agreements totaling $180.1 million with a weighted average interest rate of 5.47% at June 30, 2007, will mature in the third quarter of 2007.  
 
34

 
 Total advances from the FHLB of San Francisco increased $185.0 million to $899.7 million at June 30, 2007 from $714.7 million at December 31, 2006. Non-puttable advances totaled $449.7 million with a weighted rate of 5.39% and puttable advances totaled $450.0 million with a weighted average rate of 4.33% at June 30, 2007. The FHLB has the right to terminate the puttable transaction at par at the first anniversary date and quarterly thereafter for $300.0 million of the advances and at the second anniversary date and quarterly thereafter for $150.0 million of the advances.  
 
On May 31, 2005, the Bancorp entered into a $30.0 million 364-day unsecured revolving loan agreement with a commercial bank bearing an interest rate of LIBOR plus 90 basis points and a commitment fee of 12.5 basis points on unused commitments. This loan was paid off in April, 2007.
 
Long-term Debt
 
On September 29, 2006, the Bank issued $50.0 million in subordinated debt. The debt has a maturity term of 10 years and bears interest at a rate of LIBOR plus 110 basis points. As of June 30, 2007, $50.0 million was outstanding with a rate of 6.46% under this note compared to $50.0 million at a rate of 6.46% at December 31, 2006.
 
The Company issued additional junior subordinated debt securities of $46.4 million at March 30, 2007, and $20.6 million at May 31, 2007. The securities of $46.4 million issued on March 30, 2007 have a scheduled maturity of June 15, 2037, and bear interest at a per annum rate based on the three-month LIBOR plus 148 basis points, payable on a quarterly basis. The securities of $20.6 million issued on May 31, 2007 have a scheduled maturity of September 7, 2037, and bear interest at a per annum rate based on the three-month LIBOR plus 140 basis points, payable on a quarterly basis.
 
At June 30, 2007, junior subordinated debt securities totaled $121.1 million with a weighted average interest rate of 7.52% compared to $54.1 million with a weighted average rate of 8.39% at December 31, 2006. The junior subordinated debt issued qualifies as Tier 1 capital for regulatory reporting purposes.
 
Off-Balance-Sheet Arrangements and Contractual Obligations

The following table summarizes the Company’s contractual obligations to make future payments as of June 30, 2007. Payments for deposits and borrowings do not include interest. Payments related to leases are based on actual payments specified in the underlying contracts.
 
35


 
 
Payment Due by Period
 
   
1 year
or less
 
More than
1 year but
less than
3 years
 
3 years or
more but
less than
5 years
 
5 years
or more
 
Total
 
 
 
(Dollars in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
Contractual obligations:
                     
Deposits with stated maturity dates
 
$
3,698,282
 
$
89,366
 
$
1,662
 
$
11
 
$
3,789,321
 
Federal funds purchased
   
38,000
   
-
   
-
   
-
   
38,000
 
Securities sold under agreements to repurchase (1)
   
180,102
   
-
   
150,000
   
550,000
   
880,102
 
Advances from the Federal Home Loan Bank (2)
   
304,500
   
-
   
595,180
   
-
   
899,680
 
Other borrowings
   
19,000
   
-
   
-
   
19,746
   
38,746
 
Long-term debt
   
-
   
-
   
-
   
171,136
   
171,136
 
Operating leases
   
7,449
   
11,016
   
6,566
   
7,037
   
32,068
 
Total contractual obligations and other commitments
 
$
4,247,333
 
$
100,382
 
$
753,408
 
$
747,930
 
$
5,849,053
 

(1)
These repurchase agreements have a final maturity of 5-year, 7-year and 10-year from origination date but are callable on a quarterly basis after six months for the 7-year term or one year for the 5-year and 10-year term.
(2)
FHLB advances of $450.0 million that mature in 2012 have a callable option. On a quarterly basis, $300.0 million are callable at the first anniversary date and $150.0 million are callable at the second anniversary date.
 
Capital Resources

Stockholders’ equity of $916.9 million at June 30, 2007, decreased by $26.1 million, or 2.8%, compared to $943.1 million at December 31, 2006. The following table summarizes the activity in stockholders’ equity:
 
(Dollars in thousands)
 
Six months ended
 
 
 
June 30, 2007
 
Net income
 
$
60,547
 
Proceeds from shares issued to the Dividend Reinvestment Plan
   
1,228
 
Proceeds from exercise of stock options
   
1,341
 
Tax benefits from stock-based compensation expense
   
450
 
Share-based compensation
   
3,791
 
Purchase of treasury stock
   
(71,508
)
Changes in other comprehensive income
   
(3,410
)
Cumulative effect adjustment as a result of adoption of FASB Interpretation
     
No. 48 - Accounting for Uncertainty in Income Taxes
   
(8,524
)
Cash dividends paid
   
(10,047
)
Net decrease in stockholders' equity
 
$
(26,132
)
 
During the second quarter of 2007, the Company repurchased 1,226,150 shares of its common stock for $41.6 million, or $33.90 average cost per share. During the first half of 2007, the Company repurchased 2,104,053 shares of its common stock for $71.5 million, or $33.99 average cost per share. At June 30, 2007, 347,650 shares remain under the Company’s May 8, 2007, repurchase program.
 
36

 
In August, the Company repurchased 175,500 additional shares of its common stock for $5.4 million through August 8, 2007.
 
The Company declared a cash dividend of 9 cents per share for distribution in January 2007 on 51,953,759 shares outstanding and declared a cash dividend of 10.5 cents per share for distribution in April on 51,158,476 shares outstanding. In July, 2007, the Company declared a cash dividend of 10.5 cents per share on 49,963,215 shares outstanding. Total cash dividends paid in 2007, including the $5.2 million paid in July, amounted to $15.3 million.
 
Capital Adequacy Review

Management seeks to maintain the Company's capital at a level sufficient to support future growth, protect depositors and stockholders, and comply with various regulatory requirements.
 
On September 29, 2006, the Bank issued $50.0 million in subordinated debt in a private placement transaction. This instrument matures on September 29, 2016. The subordinated debt was issued through the Bank and qualifies as Tier 2 capital for regulatory reporting purposes.
 
In the first half of 2007, the Bancorp issued $67.0 million of junior subordinated debt which generated $65.0 million of Tier 1 capital.
 
Both the Bancorp’s and the Bank’s regulatory capital continued to exceed the regulatory minimum requirements as of June 30, 2007. In addition, the capital ratios of the Bank place it in the “well capitalized” category which is defined as institutions with a total risk-based ratio equal to or greater than 10.0%, Tier 1 risk-based capital ratio equal to or greater than 6.0%, and Tier 1 leverage capital ratio equal to or greater than 5.0%.
 
The following table presents the Bancorp’s and the Bank’s capital and leverage ratios as of June 30, 2007, and December 31, 2006:
 

   
June 30, 2007
 
December 31, 2006
 
June 30, 2007
 
December 31, 2006
 
(Dollars in thousands)
 
Balance
 
%
 
Balance
 
%
 
Balance
 
%
 
Balance
 
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Tier 1 capital (to risk-weighted assets)
 
$
713,932
   
9.21
 
$
673,705
   
9.40
 
$
703,128
   
9.09
 
$
670,206
   
9.37
 
Tier 1 capital minimum requirement
   
309,988
   
4.00
   
286,744
   
4.00
   
309,988
   
4.00
   
286,238
   
4.00
 
Excess
 
$
403,944
   
5.21
 
$
386,961
   
5.40
 
$
393,140
   
5.09
 
$
383,968
   
5.37
 
 
                                                 
Total capital (to risk-weighted assets)
 
$
828,737
   
10.69
 
$
788,284
   
11.00
 
$
819,240
   
10.59
 
$
786,092
   
10.99
 
Total capital minimum requirement
   
619,976
   
8.00
   
573,488
   
8.00
   
619,976
   
8.00
   
572,476
   
8.00
 
Excess
 
$
208,761
   
2.69
 
$
214,796
   
3.00
 
$
199,264
   
2.59
 
$
213,616
   
2.99
 
 
                                                 
Tier 1 capital (to average assets)
                                                 
- Leverage ratio
 
$
713,932
   
8.46
 
$
673,705
   
8.98
 
$
703,128
   
8.35
 
$
670,206
   
8.95
 
Minimum leverage requirement
   
337,707
   
4.00
   
300,055
   
4.00
   
336,982
   
4.00
   
299,409
   
4.00
 
Excess
 
$
376,225
   
4.46
 
$
373,650
   
4.98
 
$
366,146
   
4.35
 
$
370,797
   
4.95
 
 
                                                 
Risk-weighted assets
 
$
7,749,701
       
$
7,168,601
       
$
7,733,245
       
$
7,155,951
       
Total average assets (1)
 
$
8,442,678
       
$
7,501,371
       
$
8,424,549
       
$
7,485,214
       

(1)
The quarterly total average assets reflect all debt securities at amortized cost, equity security with readily determinable fair values at the lower of cost or fair value, and equity securities without readily determinable fair values at historical cost.
 
37

 
Liquidity

Liquidity is our ability to maintain sufficient cash flow to meet maturing financial obligations and customer credit needs, and to take advantage of investment opportunities as they are presented in the marketplace. Our principal sources of liquidity are growth in deposits, proceeds from the maturity or sale of securities and other financial instruments, repayments from securities and loans, federal funds purchased, securities sold under agreements to repurchase, and advances from the Federal Home Loan Bank (“FHLB”). At June 30, 2007, our liquidity ratio (defined as net cash, short-term and marketable securities to net deposits and short-term liabilities) was at 14.8%, which decreased from 15.4% at year-end 2006.
 
To supplement its liquidity needs, the Bank maintains credit lines which total $214.0 million for federal funds with four correspondent banks, and master agreements with brokerage firms for the sale of securities subject to repurchase. The Bank is also a shareholder of the FHLB of San Francisco, enabling it to have access to lower cost FHLB financing when necessary. As of June 30, 2007, the Bank had an approved credit line with the FHLB of San Francisco totaling $1.2 billion. The total advances outstanding with the FHLB of San Francisco at June 30, 2007, was $899.7 million. These borrowings are secured by loans and securities.
 
Liquidity can also be provided through the sale of liquid assets, which consist of federal funds sold, securities sold under agreements to repurchase, and unpledged investment securities available-for-sale. At June 30, 2007, investment securities available-for-sale at fair value totaled $1.7 billion, with $1.3 billion pledged as collateral for borrowings and other commitments. The remaining $384.0 million was available as additional liquidity or to be pledged as collateral for additional borrowings.
 
Approximately 98% of the Company’s time deposits are maturing within one year or less as of June 30, 2007. Management anticipates that there may be some outflow of these deposits upon maturity due to the keen competition in the Bank’s marketplace. However, based on our historical runoff experience, we expect that the outflow will be minimal and can be replenished through our normal growth in deposits. Management believes the above-mentioned sources will provide adequate liquidity to the Bank to meet its daily operating needs.
 
The Bancorp obtains funding for its activities primarily through dividend income contributed by the Bank and proceeds from the issuance of securities, including proceeds from the issuance of its common stock pursuant to its Dividend Reinvestment Plan and the exercise of stock options. Dividends paid to the Bancorp by the Bank are subject to regulatory limitations. The business activities of the Bancorp consist primarily of the operation of the Bank with limited activities in other investments. Management believes the Bancorp’s liquidity generated from its prevailing sources is sufficient to meet its operational needs.
 
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
 
Market Risk

We use a net interest income simulation model to measure the extent of the differences in the behavior of the lending and funding rates to changing interest rates, so as to project future earnings or market values under alternative interest rate scenarios. Interest rate risk arises primarily through the Companys traditional business activities of extending loans and accepting deposits. Many factors, including economic and financial conditions, movements in interest rates and consumer preferences affect the spread between interest earned on assets and interest paid on liabilities. The net interest income simulation model is designed to measure the volatility of net interest income and net portfolio value, defined as net present value of assets and liabilities, under immediate rising or falling interest rate scenarios in 100 basis point increments.
 
38

 
Although the modeling is very helpful in managing interest rate risk, it does require significant assumptions for the projection of loan prepayment rates on mortgage related assets, loan volumes and pricing, and deposit and borrowing volume and pricing, that might prove inaccurate. Because these assumptions are inherently uncertain, the model cannot precisely estimate net interest income, or precisely predict the effect of higher or lower interest rates on net interest income. Actual results will differ from simulated results due to the timing, magnitude, and frequency of interest rates changes, the differences between actual experience and the assumed volume, changes in market conditions, and management strategies, among other factors. The Company monitors its interest rate sensitivity and attempts to reduce the risk of a significant decrease in net interest income caused by a change in interest rates.
 
We establish a tolerance level in our policy to define and limit interest income volatility to a change of plus or minus 15% when the hypothetical rate change is plus or minus 200 basis points. When the net interest rate simulation projects that our tolerance level will be met or exceeded, we seek corrective action after considering, among other things, market conditions, customer reaction, and the estimated impact on profitability. The Company’s simulation model also projects the net economic value of our portfolio of assets and liabilities. We have established a tolerance level in our policy to value the net economic value of our portfolio of assets and liabilities to a change of plus or minus 15% when the hypothetical rate change is plus or minus 200 basis points. At June 30, 2007, the market value of equity exceeded management’s 15% limit for a hypothetical upward rate change of 200 basis points. Management intends to take steps over the remainder of the year to reduce this exposure.

The table below shows the estimated impact of changes in interest rate on net interest income and market value of equity as of June 30, 2007:
 

 
 
Net Interest
 
Market Value
 
 
 
Income
 
of Equity
 
 
 
Volatility (1)
 
Volatility (2)
 
Change in Interest Rate (Basis Points)
 
June 30, 2007
 
June 30, 2007
 
+200
   
-2.91
   
-20.43
 
+100
   
-1.38
   
-11.37
 
-100
   
-4.98
   
2.55
 
-200
   
-8.33
   
6.26
 

(1)
The percentage change in this column represents net interest income of the Company for 12 months in a stable interest rate environment versus the net interest income in the various rate scenarios.
(2)
The percentage change in this column represents net portfolio value of the Company in a stable interest rate environment versus the net portfolio value in the various rate scenarios.
 
39

 
Item 4. CONTROLS AND PROCEDURES.
 
The Company’s principal executive officer and principal financial officer have evaluated the effectiveness of the Company’s “disclosure controls and procedures,” as such term is defined in Rule 13(a)-15(e) of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) as of the end of the period covered by this quarterly report. Based upon their evaluation, the principal executive officer and principal financial officer have concluded that the Company's disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports filed or submitted by it under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and include controls and procedures designed to ensure that information required to be disclosed by the Company in such reports is accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
 
There has not been any change in our internal control over financial reporting, that occurred during the fiscal quarter covered by this report, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
 
PART II - OTHER INFORMATION
 
Item 1. LEGAL PROCEEDINGS.
 
The Bancorp’s wholly-owned subsidiary, Cathay Bank, is a party to ordinary routine litigation from time to time incidental to various aspects of its operations. Management is not currently aware of any litigation that is expected to have a material adverse impact on the Company’s consolidated financial condition or the results of operations.
 
Item 1a. RISK FACTORS.

There is no material change from risk factors as previously disclosed in Item 1A to Part I of the Company’s Annual Report on Form 10-K for the year ended December 31, 2006.
 
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
 
ISSUER PURCHASES OF EQUITY SECURITIES
 
Period
 
(a) Total Number of Shares (or Units) Purchased
 
(b) Average Price Paid per Share (or Unit)
 
(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs
 
(d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs
 
Month #1 (April 1, 2007 - April 30, 2007)
   
NONE
               
573,800
 
Month #2 (May 1, 2007 - May 31, 2007)
   
815,300
 
$
33.87
   
   
758,500
 
Month #3 (June 1, 2007 - June 30, 2007)
   
410,850
 
$
33.94
         
347,650
 
Total
   
1,226,150
 
$
33.90
         
347,650
 
 
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During the second quarter of 2007, the Company repurchased 1,226,150 shares of its common stock for $41.6 million, or $33.90 average cost per share. During the first half of 2007, the Company repurchased 2,104,053 shares of its common stock for $71.5 million, or $33.99 average cost per share. At June 30, 2007, 347,650 shares remain under the Company’s May 8, 2007 repurchase program.
 
In August, the Company repurchased 175,500 additional shares of its common stock for $5.4 million through August 8, 2007.
 
Item 3. DEFAULTS UPON SENIOR SECURITIES.

Not applicable.

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

The annual meeting of stockholders of Cathay General Bancorp was held on May 21, 2007, for the purpose of considering and acting upon the following:

Election of Directors: Four directors were elected as Class II directors to serve until the 2010 Annual Meeting and the votes cast for or withheld were as follows:
 
   
Votes FOR
 
% FOR
 
WITHHELD
 
               
Kelly L. Chan
   
37,729,903
   
87.2
%
 
5,561,473
 
                     
Dunson K. Cheng
   
37,969,620
   
87.7
%
 
5,321,756
 
                     
Thomas C.T. Chiu
   
37,679,366
   
87.0
%
 
5,612,010
 
                     
Joseph C.H. Poon
   
37,765,462
   
87.2
%
 
5,525,914
 
  
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Other Directors whose terms of office continued after the meeting:
 
Term ending in 2008 (Class III)
 
Term ending in 2009 (Class I)
     
Patrick S.D. Lee
 
Michael M.Y. Chang
Ting Y. Liu
 
Anthony M. Tang
Nelson Chung
 
Thomas G. Tartaglia
 
Item 5. OTHER INFORMATION.

Not applicable.

Item 6. EXHIBITS.
 
     (i)
 
Exhibit 31.1 Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
   (ii)
 
Exhibit 31.2 Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
   (iii)
 
Exhibit 32.1 Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
   (iv)
 
Exhibit 32.2 Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
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SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
     
 
Cathay General Bancorp
 
(Registrant)
 
 
 
 
 
 
Date: August 9, 2007 
By:   /s/ Dunson K. Cheng
 
Dunson K. Cheng
 
Chairman, President, and
Chief Executive Officer
 
     
Date: August 9, 2007 
By:   /s/ Heng W. Chen
 
Heng W. Chen
 
Executive Vice President and
Chief Financial Officer
 
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