CATY 10-Q Quarterly Report March 31, 2012 | Alphaminr
CATHAY GENERAL BANCORP

CATY 10-Q Quarter ended March 31, 2012

CATHAY GENERAL BANCORP
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10-Q 1 caty_10q-033112.htm FORM 10-Q caty_10q-033112.htm
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 March 31, 2012
OR
¨
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 or organization)
(I.R.S. Employer
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 R No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes R No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See definition of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
þ
Accelerated filer
¨
Non-accelerated filer
¨ (Do not check if a smaller reporting company)
Smaller reporting company
¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No R
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, 78,708,975 shares outstanding as of April 30, 2012.
1

CATHAY GENERAL BANCORP AND SUBSIDIARIES
1ST QUARTER 2012 REPORT ON FORM 10-Q
TABLE OF CONTENTS
PART I – FINANCIAL INFORMATION
5
Item 1.
FINANCIAL STATEMENTS (Unaudited)
5
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
8
Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
34
Item 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
62
Item 4.
CONTROLS AND PROCEDURES.
63
PART II - OTHER INFORMATION
64
Item 1.
LEGAL PROCEEDINGS.
64
Item 1A.
RISK FACTORS.
64
Item 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
64
Item 3.
DEFAULTS UPON SENIOR SECURITIES.
65
Item 4.
MINE SAFETY DISCLOSURES.
65
Item 5.
OTHER INFORMATION.
65
Item 6.
EXHIBITS.
65
SIGNATURES
66
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. We intend such forward-looking statements to be covered by the safe harbor provision for forward-looking statements in these provisions. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including statements about anticipated future operating and financial performance, financial position and liquidity, growth opportunities and growth rates, growth plans, acquisition and divestiture opportunities, business prospects, strategic alternatives, business strategies, financial expectations, regulatory and competitive outlook, investment and expenditure plans, financing needs and availability, and other similar forecasts and statements of expectation and statements of assumptions underlying any of the foregoing. Words such as “aims,” “anticipates,” “believes,” “can,” “could,” “estimates,” “expects,” “hopes,” “intends,” “may,” “plans,” “projects,” “seeks,” “shall,” “should,” “will,” “predicts,” “potential,” “continue,” “possible,” “optimistic,” and variations of these words and similar expressions are intended to identify these forward-looking statements. Forward-looking statements by us are based on estimates, beliefs, projections, and assumptions of management and are not guarantees of future performance. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our historical experience and our present expectations or projections. Such risks and uncertainties and other factors include, but are not limited to, adverse developments or conditions related to or arising from:
·
U.S. and international business and economic conditions;
·
credit risks of lending activities and deterioration in asset or credit quality;
·
current and potential future supervisory action by bank supervisory authorities;
·
increased costs of compliance and other risks associated with changes in regulation and the current regulatory environment, including the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), and the potential for substantial changes in the legal, regulatory, and enforcement framework and oversight applicable to financial institutions in reaction to recent adverse financial market events, including changes pursuant to the Dodd-Frank Act;
·
potential goodwill impairment;
·
liquidity risk;
·
fluctuations in interest rates;
·
inflation and deflation;
·
risks associated with acquisitions and the expansion of our business into new markets;
·
real estate market conditions and the value of real estate collateral;
·
environmental liabilities;
·
the effect of repeal of the federal prohibition on payment of interest on demand deposit accounts;
·
our ability to compete with larger competitors;
3

·
the possibility of higher capital requirements, including implementation of the Basel III capital standards of the Basel Committee;
·
our ability to retain key personnel;
·
successful management of reputational risk;
·
natural disasters and geopolitical events;
·
general economic or business conditions in California, Asia, and other regions where the Bank has operations;
·
restrictions on compensation paid to our executives as a result of our participation in the TARP Capital Purchase Program;
·
failures, interruptions or security breaches of systems or data breaches;
·
our ability to adapt our systems to technological changes, including successfully implementing our core system conversion;
·
changes in accounting standards or tax laws and regulations;
·
market disruption and volatility;
·
restrictions on dividends and other distributions by laws and regulations and by our regulators and our capital structure;
·
successfully raising additional capital, if needed, and the resulting dilution of interests of holders of our common stock; and
·
the soundness of other financial institutions.
These and other factors are further described in Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2011 (Item 1A in particular), other reports and registration statements filed with the Securities and Exchange Commission (“SEC”), and other filings it makes 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, readers are cautioned not to place undue reliance on any forward-looking statements, which speak to the date of this report. We have no intention and undertake no obligation to update any forward-looking statement or to publicly announce any revision of any forward-looking statement to reflect future developments or events, except as required by law.
Bancorp’s filings with the SEC are available at the website maintained by the SEC at http://www.sec.gov, or by request directed to Cathay General Bancorp, 9650 Flair Drive, El Monte, California 91731, Attention: Investor Relations (626) 279-3286.
4


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

CATHAY GENERAL BANCORP AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
March 31, 2012
December 31, 2011
(In thousands, except share data)
ASSETS
Cash and due from banks
$ 119,106 $ 117,888
Short-term investments and interest bearing deposits
275,056 294,956
Securities purchased under agreements to resell
50,000 -
Securities held-to-maturity (market value of $1,131,524 in 2012 and $1,203,977 in 2011)
1,084,708 1,153,504
Securities available-for-sale (amortized cost of $1,361,571 in 2012 and $1,309,521 in 2011)
1,353,742 1,294,478
Trading securities
104,453 4,542
Loans held for sale
3,709 760
Loans
6,908,544 7,059,212
Less:  Allowance for loan losses
(194,743 ) (206,280 )
Unamortized deferred loan fees
(7,921 ) (8,449 )
Loans, net
6,705,880 6,844,483
Federal Home Loan Bank stock
50,456 52,989
Other real estate owned, net
87,806 92,713
Investments in affordable housing partnerships, net
80,789 78,358
Premises and equipment, net
105,157 105,961
Customers' liability on acceptances
29,790 37,300
Accrued interest receivable
31,544 32,226
Goodwill
316,340 316,340
Other intangible assets
10,314 11,598
Other assets
164,586 206,768
Total assets
$ 10,573,436 $ 10,644,864
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits
Non-interest-bearing demand deposits
$ 1,080,209 $ 1,074,718
Interest-bearing accounts:
NOW accounts
490,173 451,541
Money market accounts
981,237 951,516
Savings accounts
434,899 420,030
Time deposits under $100,000
901,768 832,997
Time deposits of $100,000 or more
3,471,488 3,498,329
Total deposits
7,359,774 7,229,131
Securities sold under agreements to repurchase
1,400,000 1,400,000
Advances from the Federal Home Loan Bank
- 225,000
Other borrowings from financial institutions
- 880
Other borrowings for affordable housing investments
18,868 18,920
Long-term debt
171,136 171,136
Acceptances outstanding
29,790 37,300
Other liabilities
48,345 46,864
Total liabilities
9,027,913 9,129,231
Commitments and contingencies
- -
Stockholders' equity
Preferred stock, 10,000,000 shares authorized, 258,000 issued and outstanding at March 31, 2012, and at December 31, 2011
251,884 250,992
Common stock, $0.01 par value; 100,000,000 shares authorized, 82,915,962 issued and 78,708,397 outstanding at March 31, 2012, and 82,860,122 issued and 78,652,557 outstanding at December 31, 2011
829 829
Additional paid-in-capital
766,435 765,641
Accumulated other comprehensive loss, net
(4,537 ) (8,732 )
Retained earnings
648,201 624,192
Treasury stock, at cost (4,207,565 shares at March 31, 2012, and at December 31, 2011)
(125,736 ) (125,736 )
Total Cathay General Bancorp stockholders' equity
1,537,076 1,507,186
Noncontrolling interest
8,447 8,447
Total equity
1,545,523 1,515,633
Total liabilities and equity
$ 10,573,436 $ 10,644,864
See accompanying notes to unaudited condensed consolidated financial statements
5

CATHAY GENERAL BANCORP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(Unaudited )
Three months ended March 31,
2012
2011
(in thousands, except share and per share data)
INTEREST AND DIVIDEND INCOME
Loans receivable, including loan fees
$ 90,701 $ 90,558
Investment securities- taxable
17,723 21,854
Investment securities- nontaxable
1,052 1,056
Federal Home Loan Bank stock
66 47
Federal funds sold and securities purchased under agreements to resell
5 41
Deposits with banks
588 221
Total interest and dividend income
110,135 113,777
INTEREST EXPENSE
Time deposits of $100,000 or more
9,540 10,725
Other deposits
3,916 5,720
Securities sold under agreements to repurchase
14,655 16,171
Advances from Federal Home Loan Bank
53 4,849
Long-term debt
1,320 1,206
Short-term borrowings
- 1
Total interest expense
29,484 38,672
Net interest income before provision for credit losses
80,651 75,105
Provision (credit) for loan losses
(4,000 ) 6,000
Net interest income after provision for loan losses
84,651 69,105
NON-INTEREST INCOME
Securities gains, net
2,215 6,232
Letters of credit commissions
1,526 1,278
Depository service fees
1,389 1,361
Other operating income
3,701 3,755
Total non-interest income
8,831 12,626
NON-INTEREST EXPENSE
Salaries and employee benefits
19,878 18,271
Occupancy expense
3,584 3,538
Computer and equipment expense
2,463 2,183
Professional services expense
4,742 3,729
FDIC and State assessments
2,489 4,317
Marketing expense
1,406 695
Other real estate owned expense
4,693 221
Operations of affordable housing investments, net
1,960 1,976
Amortization of core deposit intangibles
1,457 1,481
Cost associated with debt redemption
2,750 8,811
Other operating expense
2,449 2,561
Total non-interest expense
47,871 47,783
Income before income tax expense
45,611 33,948
Income tax expense
16,547 11,734
Net income
29,064 22,214
Less: net income attributable to noncontrolling interest
151 151
Net income attributable to Cathay General Bancorp
28,913 22,063
Dividends on preferred stock
(4,117 ) (4,105 )
Net income attributable to common stockholders
24,796 17,958
Other comprehensive income/(loss), net of tax
Unrealized holding gain/(loss) arising during the period
5,479 (950 )
Less: reclassification adjustments included in net income
1,284 2,620
Total other comprehensive gain/(loss), net of tax
4,195 (3,570 )
Total comprehensive income
$ 33,108 $ 18,493
Net income per common share:
Basic
$ 0.32 $ 0.23
Diluted
$ 0.32 $ 0.23
Cash dividends paid per common share
$ 0.01 $ 0.01
Average common shares outstanding
Basic
78,678,645 78,609,460
Diluted
78,690,132 78,635,620
See accompanying notes to unaudited condensed consolidated financial statements.
6

CATHAY GENERAL BANCORP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited )
Three Months Ended March 31
2012
2011
(In thousands)
Cash Flows from Operating Activities
Net income
$ 29,064 $ 22,214
Adjustments to reconcile net income to net cash provided by/(used in) operating activities:
Provision (credit) for loan losses
(4,000 ) 6,000
Provision for losses on other real estate owned
2,740 1,979
Deferred tax liability
2,356 5,425
Depreciation
1,471 1,521
Net losses/(gains) on sale and transfer of other real estate owned
712 (3,605 )
Net gains on sale of loans
(278 ) -
Proceeds from sales of loans
25,140 -
Originations of loans held-for-sale
(24,836 ) -
Increase in trading securities, net
(99,930 ) -
Write-downs on venture capital investments
137 57
Gain on sales and calls of securities
(2,215 ) (6,232 )
Decrease in unrealized loss from interest rate swaps mark-to-market
(789 ) (874 )
Amortization/accretion of security premiums/discounts, net
1,314 1,236
Amortization of other intangible assets
1,491 1,498
Excess tax short-fall from share-based payment arrangements
565 234
Stock based compensation expense
546 463
(Decrease)/increase in deferred loan fees, net
(527 ) 207
Decrease in accrued interest receivable
682 1,858
Decrease/(increase) in other assets, net
38,001 (7,148 )
Increase in other liabilities
2,316 298
Net cash (used in)/provided by operating activities
(26,040 ) 25,131
Cash Flows from Investing Activities
Decrease in short-term investments
19,900 36,360
(Increase)/decrease in securities purchased under agreements to resell
(50,000 ) 110,000
Purchase of investment securities available-for-sale
(116,807 ) (7,768 )
Proceeds from maturities and calls of investment securities available-for-sale
200,000 -
Proceeds from sale of investment securities available-for-sale
30,550 217,261
Purchase of mortgage-backed securities available-for-sale
(307,830 ) (100,496 )
Proceeds from repayment and sale of mortgage-backed securities available-for-sale
143,757 356,931
Purchase of investment securities held-to-maturity
- (419,460 )
Proceeds from maturities and calls of investment securities held-to-maturity
67,979 26,971
Redemptions of Federal Home Loan Bank stock
2,533 2,509
Net decrease/(increase) in loans
131,822 (47,686 )
Purchase of premises and equipment
(905 ) (1,069 )
Proceeds from sale of other real estate owned
10,186 16,064
Net increase in investment in affordable housing
(4,902 ) (265 )
Net cash provided by investing activities
126,283 189,352
Cash Flows from Financing Activities
Net increase in demand deposits, NOW accounts, money market and savings deposits
88,712 62,800
Net increase in time deposits
42,005 24,839
Net decrease in federal funds purchased and securities sold under agreements to repurchase
- (102,000 )
Advances from Federal Home Loan Bank
260,000 286,000
Repayment of Federal Home Loan Bank borrowings
(485,000 ) (486,000 )
Dividends paid on common stock
(787 ) (786 )
Dividends paid on preferred stock
(3,225 ) (3,225 )
Proceeds from other borrowings
- 2,526
Repayment of other borrowings
(879 )
Proceeds from shares issued under Dividend Reinvestment Plan
67 54
Proceeds from exercise of stock options
647 1,307
Excess tax short-fall from share-based payment arrangements
(565 ) (234 )
Net cash used in financing activities
(99,025 ) (214,719 )
Increase/(decrease) in cash and cash equivalents
1,218 (236 )
Cash and cash equivalents, beginning of the period
117,888 87,347
Cash and cash equivalents, end of the period
$ 119,106 $ 87,111
Supplemental disclosure of cash flow information
Cash paid during the period:
Interest
$ 30,699 $ 40,765
Income taxes (refunded)/paid
$ (20,424 ) $ 21,600
Non-cash investing and financing activities:
Net change in unrealized holding (loss)/gain on securities available-for-sale, net of tax
$ 4,195 $ (3,571 )
Transfers to other real estate owned from loans held for investment
$ 8,338 $ 14,035
Transfers to other real estate owned from loans held for sale
$ - $ 2,874
Loans transferred from held for investment to held for sale
$ 15,986 $ 2,388
Loans to facilitate the sale of other real estate owned
$ - $ 4,625
See accompanying notes to unaudited condensed consolidated financial statements.
7

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

1. Business

Cathay General Bancorp (“Bancorp”) is the holding company for Cathay Bank (the “Bank” and, together, the “Company”), six limited partnerships investing in affordable housing investments in which the Bank is the sole limited partner, and GBC Venture Capital, Inc.  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 March 31, 2012, the Bank operated twenty branches in Southern California, eleven branches in Northern California, eight branches in New York State, three branches in Illinois, three branches in Washington State, two branches in Texas, one branch in Massachusetts, one branch in New Jersey, one branch in Hong Kong, and a representative office in Shanghai and in Taipei.  Deposit accounts at the Hong Kong branch are not insured by the Federal Deposit Insurance Corporation (the “FDIC”).

2. 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 footnotes 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, 2012.  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, 2011.

The preparation of the condensed 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 estimates subject to change are the allowance for loan losses, goodwill impairment, and other-than-temporary impairment.

3. Recent Accounting Pronouncements
In April 2011, the Financial Accounting Standards Board (“FASB”) issued ASU 2011-02 “A Creditor’s Determination  of Whether a Restructuring Is a Troubled Debt Restructuring.” ASU 2011-02 clarifies the guidance on a creditor’s evaluation of whether a restructuring constitutes a troubled debt restructuring.  A restructuring constitutes a troubled debt restructuring if it meets both of the following criteria: (a) the restructuring constitutes a concession; and (b) the debtor is experiencing financial difficulties.  ASU 2011-02 was effective for interim and annual periods beginning on or after June 15, 2011, and was applied retrospectively to restructurings occurring on or after January 1, 2011.  Adoption of ASU 2011-02 did  not have a significant impact on the Company’s consolidated financial statements.
8

In April 2011, the FASB issued ASU 2011-03 “Transfers and Servicing: Reconsideration of Effective Control for Repurchase Agreements.” ASU 2011-03 improves the accounting for repurchase agreements and other similar transactions by removing the criterion requiring the transferor to have the ability to repurchase or redeem the financial assets on substantially the agreed terms even in the event of default by the transferee, and the collateral maintenance implementation guidance related to that criterion. ASU 2011-03 was effective for interim and annual periods beginning on or after December 15, 2011, and applied prospectively.  Adoption of ASU 2011-03 did not have a significant impact on the Company’s consolidated financial statements.
In May 2011, the FASB issued ASU 2011-04, “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs.” The provisions of ASU 2011-04 result in a consistent definition of fair value and common requirements for the measurement of and disclosure about fair value between U.S. GAAP and International Financial Reporting Standards (“IFRS”).  The changes to U.S. GAAP as a result of ASU 2011-04 are as follows: (1) The concepts of highest and best use and valuation premise are only relevant when measuring the fair value of nonfinancial assets (that is, it does not apply to financial assets or any liabilities); (2) U.S. GAAP currently prohibits application of a blockage factor in valuing financial instruments with quoted prices in active markets.  ASU 2011-04 extends that prohibition to all fair value measurements; (3) An exception is provided to the basic fair value measurement principles for an entity that holds a group of financial assets and financial liabilities with offsetting positions in market risks or counterparty credit risk that are managed on the basis of the entity’s net exposure to either of those risks.  This exception allows the entity, if certain criteria are met, to measure the fair value of the net asset or liability position in a manner consistent with how market participants would price the net risk position; (4) Aligns the fair value measurement of instruments classified within an entity’s shareholders’ equity with the guidance for liabilities; and (5) Disclosure requirements have been enhanced for Level 3 fair value measurements to disclose quantitative information about unobservable inputs and assumptions used, to describe the valuation processes used by the entity, and to qualitatively describe the sensitivity of fair value measurements to changes in unobservable inputs and the interrelationships between those inputs.  In addition, entities must report the level in the fair value hierarchy of items that are not measured at fair value in the statement of condition but whose fair value must be disclosed.  Adoption of ASU 2011-04 did not have a significant impact on the Company’s consolidated financial statements.
In September 2011, the FASB issued ASU 2011-08 “Intangibles -Goodwill and Other.” ASU 2011-08 permits an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test described in ASC Topic 350. ASU 2011-08 was effective for interim and annual goodwill impairment tests performed after December 15, 2011.  Adoption of ASU 2011-08 did not have a significant impact on the Company’s consolidated financial statements.
4. Earnings per Share
Basic earnings per share exclude 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.  Potential dilution is excluded from computation of diluted per-share amounts when a net loss from operations exists.
9

Outstanding stock options with anti-dilutive effect were not included in the computation of diluted earnings per share.   The following table sets forth earnings per common stock share calculations:
For the three months ended March 31,
(Dollars in thousands, except share and per share data)
2012
2011
Net income attributable to Cathay General Bancorp
$ 28,913 $ 22,063
Dividends on preferred stock
(4,117 ) (4,105 )
Net income available to common stockholders
$ 24,796 $ 17,958
Weighted-average shares:
Basic weighted-average number of common shares outstanding
78,678,645 78,609,460
Dilutive effect of weighted-average outstanding common share equivalents
Stock options
11,487 26,160
Diluted weighted-average number of common shares outstanding
78,690,132 78,635,620
Average stock options and warrants with anti-dilutive effect
6,227,224 6,198,286
Earnings per common share:
Basic
$ 0.32 $ 0.23
Diluted
$ 0.32 $ 0.23
Options to purchase an additional 4.2 million shares, restricted stock units for an additional 218,539 shares, and warrants to purchase an additional 1.8 million shares at March 31, 2012, were not included in the computation of diluted earnings per share because their inclusion would have had an anti-dilutive effect.

5. Stock-Based Compensation
Under the Company’s equity incentive plans, directors and eligible employees may be granted incentive or non-statutory stock options and/or restricted stock units, or awarded non-vested stock. As of March 31, 2012, the only options granted by the Company 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 certain options granted to the Chief Executive Officer of the Company in 2005 and 2008.  If such options expire or terminate without having been exercised, any shares not purchased will again be available for future grants or awards.  There were no options granted during 2011 or during the first three months of 2012.
Option compensation expense totaled $194,000 for the three months ended March 31, 2012, and $366,000 for the three months ended March 31, 2011.  Stock-based compensation is recognized ratably over the requisite service period for all awards.  Unrecognized stock-based compensation expense related to stock options totaled $710,000 at March 31, 2012, and is expected to be recognized over the next 10 months.
10

Stock options covering 39,784 shares were exercised in the first quarter of 2012 compared to 86,860 shares in the first quarter of 2011.  Cash received totaled $647,000 and the aggregate intrinsic value totaled $34,000 from the exercise of stock options during the three months ended March 31, 2012, compared to cash received of $1.3 million and the aggregate intrinsic value of $172,000 from the exercise of stock options during the three months ended March 31, 2011.  The fair value of stock options for 108,027 shares that vested during the first quarter of 2012 was $745,000 compared to the fair value of $2.6 million for 247,842 stock option shares that vested during the first quarter of 2011.  The table below summarizes stock option activity for the periods indicated:
Weighted-Average
Aggregate
Weighted-Average
Remaining Contractual
Intrinsic
Shares
Exercise Price
Life (in years)
Value (in thousands)
Balance, December 31, 2011
4,356,985 $ 28.86 3.0 $ 37
Exercised
(39,784 ) 16.28
Forfeited
(249,506 ) 22.27
Balance, March 31, 2012
4,067,695 $ 29.40 3.0 $ 65
Exercisable, March 31, 2012
3,959,668 $ 29.57 2.9 $ 65
At March 31, 2012, 2,445,258 shares were available under the Company’s 2005 Incentive Plan for future grants.
In 2011, the Company granted restricted stock units for 147,661 shares.  On March 30, 2012, the Company granted 1,943 restricted stock units.  The restricted stock units granted in 2011 and 2012 are scheduled to vest two years from grant date.
The following table presents information relating to the restricted stock units as of March 31, 2012:
Units
Balance at December 31, 2011
171,410
Granted
1,943
Forfeited
(122 )
Vested
(11,814 )
Balance at March 31, 2012
161,417
The compensation expense recorded related to the restricted stock units was $353,000 for the three months ended March 31, 2012, compared to $96,000 for the three months ended March 31, 2011.  Unrecognized stock-based compensation expense related to restricted stock units was $1.8 million at March 31, 2012, and is expected to be recognized over the next 1.4 years.
The following table summarizes the tax short-fall from share-based payment arrangements:
For the three months ended March 31,
(Dollars in thousands)
2012
2011
Short-fall of tax deductions in excess of grant-date fair value
$ (565 ) $ (234 )
Benefit of tax deductions on grant-date fair value
663 306
Total benefit of tax deductions
$ 98 $ 72
11

6. Investment  Securities

The following table reflects the amortized cost, gross unrealized gains, gross unrealized losses, and fair values of investment securities as of March 31, 2012, and December 31, 2011:

March 31, 2012
Gross
Gross
Amortized
Unrealized
Unrealized
Cost
Gains
Losses
Fair Value
(In thousands)
Securities Held-to-Maturity
U.S. government sponsored entities
$ 99,978 $ 945 $ - $ 100,923
State and municipal securities
129,444 6,057 - 135,501
Mortgage-backed securities
845,314 39,860 - 885,174
Corporate debt securities
9,972 - 46 9,926
Total securities held-to-maturity
$ 1,084,708 $ 46,862 $ 46 $ 1,131,524
Securities Available-for-Sale
U.S. treasury securities
$ 99,904 $ - $ 49 $ 99,855
U.S. government sponsored entities
300,000 270 106 300,164
Mortgage-backed securities
493,043 9,889 537 502,395
Collateralized mortgage obligations
14,234 519 90 14,663
Asset-backed securities
164 - 5 159
Corporate debt securities
410,195 552 23,397 387,350
Mutual funds
6,000 40 16 6,024
Preferred stock of government sponsored entities
569 1,056 - 1,625
Trust preferred securities
35,993 853 - 36,846
Other equity securities
1,469 3,192 - 4,661
Total securities available-for-sale
$ 1,361,571 $ 16,371 $ 24,200 $ 1,353,742
Total investment securities
$ 2,446,279 $ 63,233 $ 24,246 $ 2,485,266
December 31, 2011
Gross
Gross
Amortized
Unrealized
Unrealized
Cost
Gains
Losses
Fair Value
(In thousands)
Securities Held-to-Maturity
U.S. government sponsored entities
$ 99,966 $ 1,406 $ - $ 101,372
State and municipal securities
129,577 7,053 - 136,630
Mortgage-backed securities
913,990 42,351 - 956,341
Corporate debt securities
9,971 - 337 9,634
Total securities held-to-maturity
$ 1,153,504 $ 50,810 $ 337 $ 1,203,977
Securities Available-for-Sale
U.S. government sponsored entities
$ 500,007 $ 1,226 $ 7 $ 501,226
State and municipal securities
1,869 59 - 1,928
Mortgage-backed securities
325,706 12,361 436 337,631
Collateralized mortgage obligations
16,184 540 238 16,486
Asset-backed securities
172 - 6 166
Corporate debt securities
412,045 113 31,729 380,429
Mutual funds
6,000 48 13 6,035
Preferred stock of government sponsored entities
569 1,085 - 1,654
Trust preferred securities
45,501 486 24 45,963
Other equity securities
1,468 1,492 - 2,960
Total securities available-for-sale
$ 1,309,521 $ 17,410 $ 32,453 $ 1,294,478
Total investment securities
$ 2,463,025 $ 68,220 $ 32,790 $ 2,498,455
The amortized cost and fair value of investment securities at March 31, 2012, by contractual maturities are shown below.  Actual maturities may differ from contractual maturities because borrowers may have the right to call or repay obligations with or without call or repayment penalties.

12

Securities Available-for-Sale
Securities Held-to-Maturity
Amortized Cost
Fair Value
Amortized Cost
Fair Value
(In thousands)
Due in one year or less
$ 34,890 $ 34,950 $ 99,978 $ 100,923
Due after one year through five years
225,252 224,709 - -
Due after five years through ten years
631,327 614,458 39,105 40,722
Due after ten years (1)
470,102 479,625 945,625 989,879
Total
$ 1,361,571 $ 1,353,742 $ 1,084,708 $ 1,131,524
(1) Equity securities are reported in this category
Proceeds from sales of mortgage-backed securities were $117.6 million and repayments of mortgage-backed securities were $94.2 million during the first quarter of 2012 compared to proceeds from sales of $315.3 million and repayment of $41.6 million during the same quarter a year ago.  Proceeds from sales of other investment securities were $30.6 million during the first quarter of 2012 compared to $217.3 million during the same quarter a year ago.  Proceeds from maturity and calls of investment securities were $200.0 million during the first quarter of 2012 compared to $27.0 million during the same quarter a year ago.  Gains of $2.8 million and losses of $595,000 were realized on sales and calls of investment securities during the first quarter of 2012 compared to gains of $6.2 million  and no losses realized for the same quarter a year ago.

The Company's unrealized loss on investments in corporate bonds relates to a number of investments in bonds of financial institutions, all of which were investment grade at the date of acquisition and as of March 31, 2012.  The unrealized losses were primarily caused by the widening of credit spreads since the dates of acquisition. The contractual terms of those investments do not permit the issuers to settle the security at a price less than the amortized cost of the investment. The Company currently does not believe it is probable that it will be unable to collect all amounts due according to the contractual terms of the investments. Therefore, it is expected that these bonds would not be settled at a price less than the amortized cost of the investment. Because the Company does not intend to sell and would not be required to sell these investments until a recovery of fair value, which may be maturity, it does not consider its investments in these corporate bonds to be other-than-temporarily impaired at March 31, 2012.

The temporarily impaired securities represent 25.1% of the fair value of investment securities as of March 31, 2012.  Unrealized losses for securities with unrealized losses for less than twelve months represent 2.1%, and securities with unrealized losses for twelve months or more represent 8.1%, of the historical cost of these securities.  Unrealized losses on these securities generally resulted from increases in interest rate spreads subsequent to the date that these securities were purchased.
At March 31, 2012, management believed the impairment was temporary and, accordingly, no impairment loss has been recognized in our condensed consolidated statements of operations.  The Company expects to recover the amortized cost basis of its debt securities, and has no intent to sell and will not be required to sell available-for-sale debt securities that have declined below their cost before their anticipated recovery.
13

The table below shows the fair value, unrealized losses, and number of issuances of the temporarily impaired securities in our investment securities portfolio as of March 31, 2012, and December 31, 2011:

As of March 31, 2012
Temporarily Impaired Securities
Less than 12 months
12 months or longer
Total
Fair
Unrealized
Fair
Unrealized
Fair
Unrealized
Value
Losses
Value
Losses
Value
Losses
(Dollars in thousands)
Securities Held-to-Maturity
Corporate debt securities
$ 9,925 $ 46 - - $ 9,925 $ 46
Total securities held-to-maturity
$ 9,925 $ 46 $ - $ - $ 9,925 $ 46
Securities Available-for-Sale
U.S. treasury securities
$ 99,855 $ 49 $ - $ - $ 99,855 $ 49
U.S. government sponsored entities
49,894 106 - - 49,894 106
Mortgage-backed securities
154,114 532 535 3 154,649 535
Mortgage-backed securities-Non-agency
- - 99 2 99 2
Collateralized mortgage obligations
- - 503 90 503 90
Asset-backed securities
- - 158 5 158 5
Corporate debt securities
145,771 9,180 160,783 14,217 306,554 23,397
Mutual funds
1,983 16 - - 1,983 16
Total securities available-for-sale
$ 451,617 $ 9,883 $ 162,078 $ 14,317 $ 613,695 $ 24,200
Total investment securities
$ 461,542 $ 9,929 $ 162,078 $ 14,317 $ 623,620 $ 24,246
As of December 31, 2011
Temporarily Impaired Securities
Less than 12 months
12 months or longer
Total
Fair
Unrealized
Fair
Unrealized
Fair
Unrealized
Value
Losses
Value
Losses
Value
Losses
(Dollars in thousands)
Securities Held-to-Maturity
Corporate debt securities
$ 9,635 $ 337 $ - $ - $ 9,635 $ 337
Total securities held-to-maturity
$ 9,635 $ 337 $ - $ - $ 9,635 $ 337
Securities Available-for-Sale
U.S. government sponsored entities
$ 49,993 $ 7 $ - $ - $ 49,993 $ 7
Mortgage-backed securities
564 4 35 1 599 5
Mortgage-backed securities-Non-agency
- - 6,719 431 6,719 431
Collateralized mortgage obligations
- - 570 238 570 238
Asset-backed securities
- - 166 6 166 6
Corporate debt securities
185,577 14,201 172,857 17,528 358,434 31,729
Mutual funds
1,987 13 - - 1,987 13
Trust preferred securities
5,674 24 - - 5,674 24
Total securities available-for-sale
$ 243,795 $ 14,249 $ 180,347 $ 18,204 $ 424,142 $ 32,453
Total investment securities
$ 253,430 $ 14,586 $ 180,347 $ 18,204 $ 433,777 $ 32,790

14

Investment securities having a carrying value of $1.52 billion at March 31, 2012, and $1.68 billion at December 31, 2011, were pledged to secure public deposits, other borrowings, treasury tax and loan, Federal Home Loan Bank advances, securities sold under agreements to repurchase, interest rate swaps, and foreign exchange transactions.
7. Loans
Most of the Company’s business activity is predominately with Asian customers located in Southern and Northern California; New York City; Houston and Dallas, Texas; Seattle, Washington; Boston, Massachusetts; Chicago, Illinois; Edison, New Jersey; and Hong Kong.  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.
The components of loans in the condensed consolidated balance sheets as of March 31, 2012, and December 31, 2011, were as follows:
March 31, 2012
December 31, 2011
(In thousands)
Type of Loans:
Commercial loans
$ 1,844,849 $ 1,868,275
Residential mortgage loans
985,105 972,262
Commercial mortgage loans
3,662,436 3,748,897
Equity lines
208,602 214,707
Real estate construction loans
188,081 237,372
Installment and other loans
19,471 17,699
Gross loans
6,908,544 7,059,212
Less:
Allowance for loan losses
(194,743 ) (206,280 )
Unamortized deferred loan fees
(7,921 ) (8,449 )
Total loans, net
$ 6,705,880 $ 6,844,483
Loans held for sale
$ 3,709 $ 760
Loans held for sale of $3.7 million at March 31, 2012, increased $3.0 million from $760,000 at December 31, 2011.  In the first quarter of 2012, we added three new loans of $16.0 million and sold three loans of $13.0 million for a net loss on sale of $26,000.  At March 31, 2012, loans held for sale were comprised of a residential construction loan of $500,000 and a commercial real estate loans of $3.2 million.

At March 31, 2012, recorded investment in impaired loans totaled $275.2 million and was comprised of nonaccrual loans of $131.5 million, nonaccrual loans held for sale of $500,000, and accruing troubled debt restructured (“TDR”) loans of $143.2 million.  At December 31, 2011, recorded investment in impaired loans totaled $322.0 million and was comprised of nonaccrual loans of $201.2 million, nonaccrual loans held for sale of $760,000, and accruing TDR’s of $120.0 million.  For impaired loans, the amounts previously charged off represent 22.4% at March 31, 2012, and 25.6% at December 31, 2011, of the contractual balances for impaired loans.  The following table presents the average balance and interest income recognized related to impaired loans for the periods  indicated:

15

Impaired Loans
Average Recorded Investment
Interest Income Recognized
For the three months ended March 31,
2012
2011
2012
2011
(In thousands)
Commercial loans
$ 45,142 $ 41,982 $ 257 $ 272
Real estate construction loans
66,455 86,024 176 330
Commercial mortgage loans
184,867 253,130 1,088 1,066
Residential mortgage and equity lines
17,715 16,519 40 25
Subtotal
$ 314,179 $ 397,655 $ 1,561 $ 1,693
The following table presents impaired loans and the related allowance for credit losses as of the dates indicated:
Impaired Loans
March 31, 2012
December 31, 2011
Unpaid Principal Balance
Recorded Investment
Allowance
Unpaid Principal Balance
Recorded Investment
Allowance
(In thousands)
With no allocated allowance
Commercial loans
$ 38,012 $ 28,077 $ - $ 46,671 $ 38,194 $ -
Real estate construction loans
65,839 43,426 - 134,836 78,767 -
Commercial mortgage loans
174,252 134,562 - 187,580 149,034 -
Residential mortgage and equity lines
4,347 4,273 - 8,555 7,987 -
Subtotal
$ 282,450 $ 210,338 $ - $ 377,642 $ 273,982 $ -
With allocated allowance
Commercial loans
$ 20,689 $ 17,329 $ 1,272 $ 11,795 $ 7,587 $ 3,336
Commercial mortgage loans
36,200 34,191 2,529 29,722 28,023 2,969
Residential mortgage and equity lines
15,480 13,372 1,806 13,813 12,381 1,247
Subtotal
$ 72,369 $ 64,892 $ 5,607 $ 55,330 $ 47,991 $ 7,552
Total impaired loans
$ 354,819 $ 275,230 $ 5,607 $ 432,972 $ 321,973 $ 7,552

The following table presents the aging of the loan portfolio by type as of March 31, 2012 and as of December 31, 2011:

16

As of March 31, 2012
30-59 Days Past Due
60-89 Days Past Due
Greater than 90 Days Past Due
Non-accrual Loans
Total Past Due
Loans Not Past Due
Total
Type of Loans:
(In thousands)
Commercial loans
$ 16,248 $ 605 $ 845 $ 30,329 $ 48,027 $ 1,796,822 $ 1,844,849
Real estate construction loans
22,674 3,553 - 10,711 36,938 151,143 188,081
Commercial mortgage loans
11,718 591 544 76,619 89,472 3,572,964 3,662,436
Residential mortgage and equity lines
6,175 668 - 13,838 20,681 1,173,026 1,193,707
Installment and other loans
- - - - - 19,471 19,471
Total loans
$ 56,815 $ 5,417 $ 1,389 $ 131,497 $ 195,118 $ 6,713,426 $ 6,908,544
As of December 31, 2011
30-59 Days Past Due
60-89 Days Past Due
Greater than 90 Days Past Due
Non-accrual Loans
Total Past Due
Loans Not Past Due
Total
Type of Loans:
(In thousands)
Commercial loans
$ 1,683 $ - $ - $ 30,661 $ 32,344 $ 1,835,931 $ 1,868,275
Real estate construction loans
20,326 - - 46,012 66,338 171,034 237,372
Commercial mortgage loans
13,627 20,277 6,726 107,784 148,414 3,600,483 3,748,897
Residential mortgage and equity lines
5,871 - - 16,740 22,611 1,164,358 1,186,969
Installment and other loans
- - - - - 17,699 17,699
Total loans
$ 41,507 $ 20,277 $ 6,726 $ 201,197 $ 269,707 $ 6,789,505 $ 7,059,212
The determination of the amount of the allowance for credit losses for impaired loans 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 credit losses.   The nature of the process by which the Bank determines the appropriate allowance for credit losses requires the exercise of considerable judgment.   This allowance evaluation process is also applied to troubled debt restructurings since trouble debt restructurings are  considered  to be impaired loans.

A troubled debt restructuring (“TDR”) is a formal modification of the terms 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 concessions may be granted in various forms, including change in the stated interest rate, reduction in the loan balance or accrued interest, or extension of the maturity date that causes significant delay in payment.

At March 31, 2012, accruing TDRs were $143.2 million and non-accrual TDRs were $21.5 million compared to accruing TDRs of $120.0 million and non-accrual TDRs of $50.9 million at December 31, 2011.  The Company has allocated specific reserves of $2.2 million to accruing TDRs and $288,000 to non-accrual TDRs at March 31, 2012, and $1.4 million to accruing TDRs and $1.6 million to non-accrual TDRs at December 31, 2011.  The following table presents TDRs that were modified during the first quarters of 2012 and 2011, their specific reserve at March 31, and charge-offs during the first quarters of 2012 and 2011:

17

For the Three Months Ended March 31, 2012
As of March 31, 2012
No. of Contracts
Pre-Modification Outstanding Recorded Investment
Post-Modification Outstanding Recorded Investment
Charge-offs
Specific Reserve
(Dollars in thousands)
Commercial loans
5 $ 1,988 $ 1,988 $ - $ 68
Commercial mortgage loans
9 26,693 23,375 3,318 268
Residential mortgage and equity lines
2 1,587 1,587 - -
Total
16 $ 30,268 $ 26,950 $ 3,318 $ 336
For the Three Months Ended March 31, 2011
As of March 31, 2011
No. of Contracts
Pre-Modification Outstanding Recorded Investment
Post-Modification Outstanding Recorded Investment
Charge-offs
Specific Reserve
(Dollars in thousands)
Commercial loans
4 $ 14,862 $ 14,862 $ - $ 5
Commercial mortgage loans
2 1,930 1,929 1 1
Residential mortgage and equity lines
1 591 501 90 93
Total
7 $ 17,383 $ 17,292 $ 91 $ 99
Modifications of the loan terms during the first three months of 2012 and 2011 were in the form of changes in the stated interest rate, multiple note structure, or extensions of the maturity date.  Modifications involving a reduction of the stated interest rate were for periods ranging from ten months to four years.  Modifications involving an extension of the maturity date were for periods ranging from ten months to four years.

Accruing TDRs at March 31, 2012, were comprised of loans collateralized by thirteen retail shopping and commercial use buildings of $80.7 million, eleven office and commercial use buildings of $29.0 million, two hotels of $12.8 million, eleven single family residences of $19.3 million, two multi-family residences of $805,000,  one land of $537,000, and four commercial loans of $106,000. We expect that the troubled debt restructuring loans on accruing status as of March 31, 2012, which were all performing in accordance with their restructured terms, will continue to comply with the restructured terms because of the reduced principal or interest payments on these loans. A summary of TDRs by type of concession, by type of loan as of March 31, 2012, and as of December 31, 2011, is shown below:

18

As of March 31, 2012
Accruing TDRs
Principal Deferral
Rate Reduction
Rate Reduction and Forgiveness of Principal
Rate Reduction and Payment Deferral
Total
(In thousands)
Commercial loans
$ 12,911 $ 1,738 $ - $ 427 $ 15,076
Real estate construction loans
16,820 9,620 - 5,776 32,216
Commercial mortgage loans
14,275 37,600 1,506 38,753 92,134
Residential mortgage loans
1,291 1,032 - 1,484 3,807
Total accruing TDRs
$ 45,297 $ 49,990 $ 1,506 $ 46,440 $ 143,233
As of March 31, 2012
Non-accrual TDRs
Interest Deferral
Principal Deferral
Rate Reduction
Rate Reduction and Forgiveness of Principal
Rate Reduction and Payment Deferral
Total
(In thousands)
Commercial loans
$ - $ 1,073 $ 1,397 $ 1,145 $ - $ 3,615
Commercial mortgage loans
2,614 6,859 1,167 - 5,006 15,646
Residential mortgage loans
302 1,349 - - 631 2,282
Total non-accrual TDRs
$ 2,916 $ 9,281 $ 2,564 $ 1,145 $ 5,637 $ 21,543
As of December 31, 2011
Accruing TDRs
Principal Deferral
Rate Reduction
Rate Reduction and Forgiveness of Principal
Rate Reduction and Payment Deferral
Total
(In thousands)
Commercial loans
$ 12,933 $ 1,756 $ - $ 431 $ 15,120
Real estate construction loans
16,820 9,659 - 5,776 32,255
Commercial mortgage loans
471 37,796 2,071 28,935 69,273
Residential mortgage loans
1,294 587 - 1,487 3,368
Total accruing TDRs
$ 31,518 $ 49,798 $ 2,071 $ 36,629 $ 120,016
As of December 31, 2011
Non-accrual TDRs
Interest Deferral
Principal Deferral
Rate Reduction
Rate Reduction and Forgiveness of Principal
Rate Reduction and Payment Deferral
Total
(In thousands)
Commercial loans
$ - $ 616 $ 1,859 $ 1,506 $ - $ 3,981
Real estate construction loans
- 13,579 12,376 - - 25,955
Commercial mortgage loans
2,633 9,727 - - 5,076 17,436
Residential mortgage loans
311 2,427 449 - 311 3,498
Total non-accrual TDRs
$ 2,944 $ 26,349 $ 14,684 $ 1,506 $ 5,387 $ 50,870
The activity within our TDR loans for three months ended March 31, 2012, and  for the three months ended March 31, 2011, are shown below:
19

For the Three Months Ended March 31,
Accruing TDRs
2012
2011
(In thousands)
Beginning balance
$ 120,016 $ 136,800
New restructurings
21,712 13,736
Restructured loans restored to accrual status
2,853 -
Payments
(1,348 ) (1,660 )
Restructured loans placed on nonaccrual
- (12,816 )
Expiration of loan concession
- (733 )
Ending balance
$ 143,233 $ 135,327
For the Three Months Ended March 31,
Non-accrual TDRs
2012
2011
(In thousands)
Beginning balance
$ 50,870 $ 28,147
New restructurings
5,238 3,679
Restructured loans placed on nonaccrual
- 12,816
Charge-offs
(4,018 ) (1,104 )
Payments
(27,694 ) (408 )
Restructured loans restored to accrual status
(2,853 ) -
Ending balance
$ 21,543 $ 43,130
A loan is considered to be in payment default once it is 60 to 90 days contractually past due under the modified terms.  Two commercial real estate TDRs of $6.4 million, three commercial TDRs of $1.4 million, and one land TDR of $1.2 million had payments defaults within the twelve months ended March 31, 2012.  The TDRs that subsequently defaulted incurred charge-off of $495,000 within the  twelve months ended March 31, 2012.
Under the Company’s internal underwriting policy, an evaluation is performed of the probability that the borrower will be in payment default on any of its debt in the foreseeable future without the modification in order to determine whether a borrower is experiencing financial difficulty.
As of March 31, 2012, there were no commitments to lend additional funds to those borrowers whose loans have been restructured, were considered impaired, or were on non-accrual status.
As part of the on-going monitoring of the credit quality of our loan portfolio, the Company utilizes a risk grading matrix to assign a risk grade to each loan.  The risk rating categories can be generally described by the following grouping for non-homogeneous loans:

·
Pass/Watch – These loans range from minimal credit risk to lower than average, but still acceptable, credit risk.
·
Special Mention Borrower is fundamentally sound and loan is currently protected but adverse trends are apparent that, if not corrected, may affect ability to repay.  Primary source of loan repayment remains viable but there is increasing reliance on collateral or guarantor support.

·
Substandard These loans are inadequately protected by current sound net worth, paying capacity or pledged collateral.  Well-defined weaknesses exist that could jeopardize repayment of debt.  Loss may not be imminent, but if weaknesses are not corrected, there is a good possibility of some loss.
20

·
Doubtful – The possibility of loss is extremely high, but due to identifiable and important pending events (which may strengthen the loan) a loss classification is deferred until the situation is better defined.
·
Loss – These loans are considered uncollectible and of such little value that to continue to carry the loan as an active asset is no longer warranted.
The following table presents loan portfolio by risk rating as of March 31, 2012, and as of December 31, 2011:

As of March 31, 2012
Pass/Watch
Special Mention
Substandard
Doubtful
Total
(In thousands)
Commercial loans
$ 1,697,108 $ 66,297 $ 74,643 $ 6,801 $ 1,844,849
Real estate construction loans
110,965 21,718 48,280 7,118 188,081
Commercial mortgage loans
3,245,353 112,335 304,748 - 3,662,436
Residential mortgage and equity lines
1,173,660 403 19,500 144 1,193,707
Installment and other loans
19,405 66 - - 19,471
Total gross loans
$ 6,246,491 $ 200,819 $ 447,171 $ 14,063 $ 6,908,544
Loans held for sale
$ 3,209 $ - $ - $ 500 $ 3,709
As of December 31, 2011
Pass/Watch
Special Mention
Substandard
Doubtful
Total
(In thousands)
Commercial loans
$ 1,689,842 $ 64,290 $ 108,858 $ 5,285 $ 1,868,275
Real estate construction loans
115,538 23,555 90,132 8,147 237,372
Commercial mortgage loans
3,275,431 69,925 403,541 - 3,748,897
Residential mortgage and equity lines
1,149,225 4,439 33,160 145 1,186,969
Installment and other loans
17,636 63 - - 17,699
Total gross loans
$ 6,247,672 $ 162,272 $ 635,691 $ 13,577 $ 7,059,212
Loans held for sale
$ - $ - $ 260 $ 500 $ 760
The allowance for loan losses and the reserve for off-balance sheet credit commitments are significant estimates that can and do change based on management’s process in analyzing the loan portfolio and on management’s assumptions about specific borrowers, underlying collateral, and applicable economic and environmental conditions, among other factors.

The following table presents the balance in the allowance for loan losses by portfolio segment and based on impairment method as of March 31, 2012, and as of December 31, 2011.

21


Real Estate
Commercial
Residential
Commercial
Construction
Mortgage
Mortgage Loans
Consumer and
Loans
Loans
Loans
and Equity Lines
Other Loans
Total
(In thousands)
March 31, 2012
Loans individually evaluated for impairment
Allowance
$ 1,272 $ - $ 2,529 $ 1,806 $ - $ 5,607
Balance
$ 45,406 $ 43,426 $ 168,753 $ 17,645 $ - $ 275,230
Loans collectively evaluated for impairment
Allowance
$ 59,119 $ 17,993 $ 103,657 $ 8,317 $ 50 $ 189,136
Balance
$ 1,799,443 $ 144,655 $ 3,493,683 $ 1,176,062 $ 19,471 $ 6,633,314
Total allowance
$ 60,391 $ 17,993 $ 106,186 $ 10,123 $ 50 $ 194,743
Total balance
$ 1,844,849 $ 188,081 $ 3,662,436 $ 1,193,707 $ 19,471 $ 6,908,544
December 31, 2011
Loans individually evaluated for impairment
Allowance
$ 3,336 $ - $ 2,969 $ 1,247 $ - $ 7,552
Balance
$ 45,781 $ 78,766 $ 177,058 $ 20,368 $ - $ 321,973
Loans collectively evaluated for impairment
Allowance
$ 62,322 $ 21,749 $ 105,052 $ 9,548 $ 57 $ 198,728
Balance
$ 1,822,494 $ 158,606 $ 3,571,839 $ 1,166,601 $ 17,699 $ 6,737,239
Total allowance
$ 65,658 $ 21,749 $ 108,021 $ 10,795 $ 57 $ 206,280
Total balance
$ 1,868,275 $ 237,372 $ 3,748,897 $ 1,186,969 $ 17,699 $ 7,059,212
The following table details activity in the allowance for loan losses by portfolio segment for the three months ended March 31, 2012, and for the three months ended March 31, 2011.  Allocation of a portion of the allowance to one category of loans does not preclude its availability to absorb losses in other categories.

22

For the Three Months Ended March 31, 2012 and 2011
Commercial
Loans
Real Estate
Construction
Loans
Commercial
Mortgage
Loans
Residential
Mortgage
and Equity Line
Installment
and Other
Loans
Total
(In thousands)
2012 Beginning Balance
$ 65,658 $ 21,749 $ 108,021 $ 10,795 $ 57 $ 206,280
Provision for possible credit losses
(1,041 ) (6,439 ) 4,318 (260 ) 15 (3,407 )
Charge-offs
(4,959 ) (875 ) (8,222 ) (779 ) (25 ) (14,860 )
Recoveries
746 3,557 2,058 366 3 6,730
Net charge-offs
(4,213 ) 2,682 (6,164 ) (413 ) (22 ) (8,130 )
March 31, 2012 Ending Balance
$ 60,404 $ 17,992 $ 106,175 $ 10,122 $ 50 $ 194,743
Reserve for impaired loans
$ 1,272 $ - $ 2,529 $ 1,806 $ - $ 5,607
Reserve for non-impaired loans
$ 59,119 $ 17,993 $ 103,657 $ 8,317 $ 50 $ 189,136
Reserve for off-balance sheet credit commitments
$ 720 $ 635 $ 84 $ 34 $ 2 $ 1,475
2011 Beginning Balance
$ 63,919 $ 43,261 $ 128,347 $ 9,668 $ 36 $ 245,231
Provision for possible credit losses
(122 ) 4,654 1,218 423 (10 ) 6,163
Charge-offs
(1,378 ) (6,248 ) (5,123 ) (226 ) - (12,975 )
Recoveries
775 887 853 84 12 2,611
Net charge-offs
(603 ) (5,361 ) (4,270 ) (142 ) 12 (10,364 )
March 31, 2011 Ending Balance
$ 63,194 $ 42,554 $ 125,295 $ 9,949 $ 38 $ 241,030
Reserve for impaired loans
$ 2,953 $ 7,569 $ 3,664 $ 1,106 $ - $ 15,292
Reserve for non-impaired loans
$ 60,241 $ 34,985 $ 121,631 $ 8,843 $ 38 $ 225,738
Reserve for off-balance sheet credit commitments
$ 689 $ 1,355 $ 93 $ 35 $ 2 $ 2,174
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.  These 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.
9. Securities Sold Under Agreements to Repurchase
Securities sold under agreements to repurchase were $1.4 billion with a weighted average rate of 4.14% at March 31, 2012, compared to $1.4 billion with a weighted average rate of 4.14% at December 31, 2011.  In May 2011, the Company prepaid a security sold under agreement to repurchase of $50 million with a rate of 4.83% and incurred a prepayment penalty of $1.7 million.  Fourteen floating-to-fixed rate agreements totaling $750.0 million have initial floating rates for a period of time ranging from six months to one year, with floating rates ranging from the three-month LIBOR minus 100 basis points to 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 counter parties have the right to terminate the transaction at par at the fixed rate reset date and quarterly thereafter. Thirteen fixed-to-floating rate agreements totaling $650.0 million have initial fixed rates ranging from 1.00% to 3.50% with initial fixed rate terms ranging from six months to 18 months.  For the remainder of the seven year term, the rates float at 8% minus the three-month LIBOR rate with a maximum rate ranging from 3.25% to 3.75% and minimum rate of 0.0%.  After the initial fixed rate term, the counter parties have the right to terminate the transaction at par at the floating rate reset date and quarterly thereafter. The table below provides summary data for long-term securities sold under agreements to repurchase as of March 31, 2012:
23

(Dollars in millions)
Fixed-to-floating
Floating-to-fixed
Total
Callable
Rate type
All callable at March 31, 2012
Float Rate
All callable at
March 31, 2012
Rate index
8% minus 3 month LIBOR
Fixed Rate
Maximum rate
3.75 % 3.53 % 3.50 % 3.50 % 3.53 % 3.25 %
Minimum rate
0.0 % 0.0 % 0.0 % 0.0 % 0.0 % 0.0 %
No. of agreements
3 1 4 3 1 1 10 4 27
Amount
$ 150.0 $ 50.0 $ 200.0 $ 150.0 $ 50.0 $ 50.0 $ 550.0 $ 200.0 $ 1,400.0
Weighted average rate
3.75 % 3.53 % 3.50 % 3.50 % 3.53 % 3.25 % 4.54 % 5.00 % 4.14 %
Final maturity
2014 2014 2014 2015 2015 2015 2014 2017
These transactions are accounted for as collateralized financing transactions and recorded at the amounts at which the securities were sold. The Company may have to provide additional collateral for the repurchase agreements, as necessary.  The underlying collateral pledged for the repurchase agreements consists of U.S. Treasury securities, U.S. government agency security debt, and mortgage-backed securities with a fair value of $1.5 billion as of March 31, 2012, and $1.6 billion as of December 31, 2011.
10. Income Taxes
Income tax expense totaled $16.5 million, or an effective tax rate of 36.4%, for the first quarter of 2012, compared to an income tax expense of $11.7 million, or an effective tax rate of 34.7%, for the same quarter a year ago.  The effective tax rate includes the impact of the utilization of low income housing tax credits.
As of December 31, 2011, the Company had income tax receivables of approximately $39.3 million, of which $11.2 million relates to the carryback of the Company’s net operating loss for 2009 to the 2007 tax year and $9.1 million relates to the carryback of the Company’s low income housing tax credits for 2009 to the 2008 tax year.  The refunds receivable from the carryback of the Company’s net operating loss for 2009 were issued in January 2012.  These income tax receivables are included in other assets in the accompanying Consolidated Balance Sheets.
The Company’s tax returns are open for audits by the Internal Revenue Service back to 2010 and by the California Franchise Tax Board back to 2003.  The Company is under audit by the California Franchise Tax Board for the years 2003 to 2007.  As the Company is presently under audit by a number of tax authorities, it is reasonably possible that unrecognized tax benefits could change significantly over the next twelve months. The Company does not expect that any such changes would have a material impact on its annual effective tax rate.
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11. Fair Value Measurements

The Company adopted ASC Topic 820 on January 1, 2008, and determined the fair values of our financial instruments based on the following:

·
Level 1 - Quoted prices in active markets for identical assets or liabilities.
·
Level 2 - Observable prices in active markets for similar assets or liabilities; prices for identical or similar assets or liabilities in markets that are not active; directly observable market inputs for substantially the full term of the asset and liability; market inputs that are not directly observable but are derived from or corroborated by observable market data.
·
Level 3 – Unobservable inputs based on the Company’s own judgments about the assumptions that a market participant would use.

The Company uses the following methodologies to measure the fair value of its financial assets and liabilities on a recurring basis:
Securities Available for Sale . For certain actively traded agency preferred stocks, mutual funds, and U.S. Treasury securities, the Company measures the fair value based on quoted market prices in active exchange markets at the reporting date, a Level 1 measurement.  The Company also measures securities by using quoted market prices for similar securities or dealer quotes, a Level 2 measurement.  This category generally includes U.S. Government agency securities, state and municipal securities, mortgage-backed securities (“MBS”), commercial MBS, collateralized mortgage obligations, asset-backed securities, corporate bonds and trust preferred securities.
Trading Securities . The Company measures the fair value of trading securities based on quoted market prices in active exchange markets at the reporting date, a Level 1 measurement. The Company also measures the fair value for other trading securities based on quoted market prices for similar securities or dealer quotes, a Level 2 measurement.
Warrants . The Company measures the fair value of warrants based on unobservable inputs based on assumption and management judgment, a Level 3 measurement.
Currency Option and Foreign Exchange Contracts . The Company measures the fair value of currency option and foreign exchange contracts based on dealer quotes on a recurring basis, a Level 2 measurement.
Interest Rate Swaps . Fair value of interest rate swaps is derived from observable market prices for similar assets on a recurring basis, a Level 2 measurement.
The valuation techniques for the assets and liabilities valued on a nonrecurring basis are as follows:
Impaired Loans. The Company does not record loans at fair value on a recurring basis.  However, from time to time, nonrecurring fair value adjustments to collateral dependent impaired loans are recorded based on either the current appraised value of the collateral, a Level 2 measurement, or management’s judgment and estimation of value reported on old appraisals which are then adjusted based on recent market trends, a Level 3 measurement.
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Loans Held for Sale .  The Company records loans held for sale at fair value based on quoted prices from third party sale analyses, existing sale agreements or appraisal reports adjusted by sales commission assumptions, a Level 3 measurement.
Goodwill. The Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test described in ASC Topic 350.  The two-step impairment testing process conducted by us, if needed, begins by assigning net assets and goodwill to our three reporting units- Commercial Lending, Retail Banking, and East Coast Operations.  The Company then completes “step one” of the impairment test by comparing the fair value of each reporting unit (as determined based on the discussion below) with the recorded book value (or “carrying amount”) of its net assets, with goodwill included in the computation of the carrying amount.  If the fair value of a reporting unit exceeds its carrying amount, goodwill of that reporting unit is not considered impaired, and “step two” of the impairment test is not necessary.  If the carrying amount of a reporting unit exceeds its fair value, step two of the impairment test is performed to determine the amount of impairment.  Step two of the impairment test compares the carrying amount of the reporting unit’s goodwill to the “implied fair value” of that goodwill.  The implied fair value of goodwill is computed by assuming that all assets and liabilities of the reporting unit would be adjusted to the current fair value, with the offset as an adjustment to goodwill.  This adjusted goodwill balance is the implied fair value used in step two.  An impairment charge is recognized for the amount by which the carrying amount of goodwill exceeds its implied fair value. In connection with the determination of fair value, certain data and information is utilized, including earnings forecasts at the reporting unit level for the next four years.  Other key assumptions include terminal values based on future growth rates and discount rates for valuing the cash flows, which have inputs for the risk-free rate, market risk premium and adjustments to reflect inherent risk and required market returns.  Because of the significance of unobservable inputs in the valuation of goodwill impairment, goodwill subject to nonrecurring fair value adjustments is classified as a Level 3 measurement.
Core Deposit Intangibles. Core deposit intangibles is initially recorded at fair value based on a valuation of the core deposits acquired and is amortized over its estimated useful life to its residual value in proportion to the economic benefits consumed.  The Company assesses the recoverability of this intangible asset on a nonrecurring basis using the core deposits remaining at the assessment date and the fair value of cash flows expected to be generated from the core deposits, a Level 3 measurement.
Other Real Estate Owned. Real estate acquired in the settlement of loans is initially recorded at fair value based on the appraised value of the property on the date of transfer, less estimated costs to sell, a Level 2 measurement.  From time to time, nonrecurring fair value adjustments are made to other real estate owned based on the current updated appraised value of the property, also a Level 2 measurement, or management’s judgment and estimation of value reported on old appraisals which are then adjusted based on recent market trends, a Level 3 measurement.
Investments in Venture Capital. The Company periodically reviews its investments in venture capital for other-than-temporary impairment on a nonrecurring basis.  Investments in venture capital were written down to their fair value based on available financial reports from venture capital partnerships and management’s judgment and estimation, a Level 3 measurement.
26

Equity Investments . The Company records equity investments at fair value on a nonrecurring basis based on quoted market prices in active exchange markets at the reporting date, a Level 1 measurement.
The following table presents the Company’s hierarchy for its assets and liabilities measured at fair value on a recurring basis at March 31, 2012, and at December 31, 2011:
As of March 31, 2012
Fair Value Measurements Using
Total at
Level 1
Level 2
Level 3
Fair Value
Assets
(In thousands)
Securities available-for-sale
U.S. Treasury securities
$ 99,855 $ - $ - $ 99,855
U.S. government sponsored entities
- 300,164 - 300,164
State and municipal securities
- - - -
Mortgage-backed securities
- 502,395 - 502,395
Collateralized mortgage obligations
- 14,663 - 14,663
Asset-backed securities
- 158 - 158
Corporate debt securities
- 387,351 - 387,351
Mutual funds
6,024 - - 6,024
Preferred stock of government sponsored entities
- 1,625 - 1,625
Trust preferred securities
- 36,846 - 36,846
Other equity securities
4,661 - - 4,661
Total securities available-for-sale
110,540 1,243,202 - 1,353,742
Trading securities
2 104,451 - 104,453
Warrants
- - 163 163
Option contracts
- 25 - 25
Foreign exchange contracts
- 1,680 - 1,680
Total assets
$ 110,542 $ 1,349,358 $ 163 $ 1,460,063
Liabilities
Interest rate swaps
$ - $ 1,845 $ - $ 1,845
Option contracts
- 1 - 1
Foreign exchange contracts
- 1,353 - 1,353
Total liabilities
$ - $ 3,199 $ - $ 3,199

27

As of December 31, 2011
Fair Value Measurements Using
Total at
Level 1
Level 2
Level 3
Fair Value
Assets
(In thousands)
Securities available-for-sale
U.S. government sponsored entities
$ - $ 501,226 $ - $ 501,226
State and municipal securities
- 1,928 - 1,928
Mortgage-backed securities
- 337,631 - 337,631
Collateralized mortgage obligations
- 16,486 - 16,486
Asset-backed securities
- 166 - 166
Corporate debt securities
- 380,429 - 380,429
Mutual funds
6,035 - - 6,035
Preferred stock of government sponsored entities
- 1,654 - 1,654
Trust preferred securities
- 45,963 - 45,963
Other equity securities
2,960 - - 2,960
Total securities available-for-sale
8,995 1,285,483 - 1,294,478
Trading securities
2 4,540 - 4,542
Warrants
- - 218 218
Option contracts
- 34 - 34
Foreign exchange contracts
- 2,151 - 2,151
Total assets
$ 8,997 $ 1,292,208 $ 218 $ 1,301,423
Liabilities
Interest rate swaps
$ - $ 2,634 $ - $ 2,634
Option contracts
- 5 - 5
Foreign exchange contracts
- 486 - 486
Total liabilities
$ - $ 3,125 $ - $ 3,125
The Company measured the fair value of its warrants on a recurring basis using significant unobservable inputs.  The fair value of warrants was $163,000 at March 31, 2012, compared to $218,000 at December 31, 2011.  The fair value adjustment of warrants was included in other operating income in the first quarter of 2012.
For financial assets measured at fair value on a nonrecurring basis that were still reflected in the balance sheet at March 31, 2012, the following table provides the level of valuation assumptions used to determine each adjustment and the carrying value of the related individual assets  at March 31, 2012, and at December 31, 2011, and the total losses for the periods indicated:
As of March 31, 2012
Total Losses
Fair value measurements using
Total at
For the three months ended
Level 1
Level 2
Level 3
fair value
March 31, 2012
March 31, 2011
Assets
(In thousands)
Impaired loans by type:
Commercial loans
$ - $ - $ 16,056 $ 16,056 $ 859 $ 675
Real estate loans
- - 30,470 30,470 1,357 1,191
Land loans
- - 1,191 1,191 - 84
Residential mortgage loans
- - 11,566 11,566 526 142
Total impaired loans
- - 59,283 59,283 2,742 2,092
Loans held-for-sale
- - 3,709 3,709 - -
Other real estate owned (1)
- 80,732 5,073 85,805 2,824 294
Investments in venture capital
- - 8,822 8,822 137 273
Equity investments
323 - - 323 - -
Total assets
$ 323 $ 80,732 $ 76,887 $ 157,942 $ 5,703 $ 2,659
(1) Other real estate owned balance of $87.8 million in the condensed consolidated balance sheet is net of estimated disposal costs.
28

As of December 31, 2011
Total Losses
Fair value measurements using
Total
For the Twelve months ended
Level 1
Level 2
Level 3
at
Fair Value
December 31,
2011
December 31,
2010
Assets
(In thousands)
Impaired loans by type:
Commercial loans
$ - $ - $ 4,251 $ 4,251 $ 877 $ 3,411
Construction- residential
- - - - - 1,295
Real estate loans
- - 35,576 35,576 820 1,407
Land loans
- - 611 611 46 1,003
Total impaired loans
- - 40,438 40,438 1,743 7,116
Loans held-for-sale
- - 760 760 - 3,160
Other real estate owned (1)
- 79,029 1,093 80,122 7,003 20,139
Investments in venture capital
- - 8,693 8,693 379 760
Equity investments
323 - - 323 200 304
Total assets
$ 323 $ 79,029 $ 50,984 $ 130,336 $ 9,325 $ 31,479
(1) Other real estate owned balance of $77.7 million in the condensed consolidated balance sheet is net of estimated disposal costs.
The significant unobservable (Level 3) inputs used in the fair value measurement of collateral for collateral-dependent impaired loans was primarily based on the appraised value of collateral adjusted by estimated sales cost and commissions.  The Company generally obtains new appraisal reports every six months.  As the Company’s primary objective in the event of default would be to monetize the collateral to settle the outstanding balance of the loan, less marketable collateral would receive a larger discount. During the reported periods, collateral discounts ranged from 45% in the case of accounts receivable collateral to 65% in the case of inventory collateral.
The significant unobservable inputs used in the fair value measurement of loan held for sale was primarily based on the quoted price or sale price adjusted by estimated sales cost and commissions.  The significant unobservable inputs used in the fair value measurement of OREO was primarily based on the appraised value of OREO adjusted by estimated sales cost and commissions.
The company applies estimated sales cost and commission ranging from 3% to 6% to collateral value of impaired loans, quoted price or loan sale price of loans held for sale, and appraised value of OREOs.
The significant unobservable input in Black-Scholes option pricing model for fair value of warrants are expected life of warrant ranging from 1 to 5 years, risk-free interest rate from 0.34% to 1.01%, stock volatility of the Company from 18.1% to 23.6%.

12. Fair Value of Financial Instruments
The following methods and assumptions were used to estimate the fair value of each class of financial instruments.
Cash and Cash Equivalents. For cash and cash equivalents, the carrying amount was assumed to be a reasonable estimate of fair value and a Level 1 measurement.
Short-term Investments. For short-term investments, the carrying amount was assumed to be a reasonable estimate of fair value and a Level 1 measurement.
29

Securities Purchased under Agreements to Resell. The fair value of securities purchased under agreements to resell is based on dealer quotes and a Level 2 measurement.
Securities. For securities, including securities held-to-maturity, available-for-sale and for trading, fair values were based on quoted market prices at the reporting date.  If a quoted market price was not available, fair value was estimated using quoted market prices for similar securities or dealer quotes.  For certain actively traded agency preferred stocks and U.S. Treasury securities, the Company measures the fair value based on quoted market prices in active exchange markets at the reporting date, a Level 1 measurement.  The Company also measures securities by using quoted market prices for similar securities or dealer quotes, a Level 2 measurement.  This category generally includes U.S. Government agency securities, state and municipal securities, mortgage-backed securities (“MBS”), commercial MBS, collateralized mortgage obligations, asset-backed securities, and corporate bonds.
Loans Held for Sale .  The Company records loans held for sale at fair value based on quoted prices from third party sources, or appraisal reports adjusted by sales commission assumptions and a Level 3 measurement.
Loans. Fair values were estimated for portfolios of loans with similar financial characteristics.  Each loan category was further segmented into fixed and adjustable rate interest terms and by performing and non-performing categories.
The fair value of performing loans was calculated by discounting scheduled cash flows through the estimated maturity using estimated market discount rates that reflect the credit and interest rate risk inherent in the loan and a Level 3 measurement.
The fair value of impaired loans was calculated based on the net realized fair value of the collateral or the observable market price of the most recent sale or quoted price from loans held for sale.  The Company does not record loans at fair value on a recurring basis.  Nonrecurring fair value adjustments to collateral dependent impaired loans are recorded based on the current appraised value of the collateral and a Level 2 measurement.
Deposit Liabilities. The fair value of demand deposits, savings accounts, and certain money market deposits was assumed to be the amount payable on demand at the reporting date.  The fair value of fixed-maturity certificates of deposit was estimated using the rates currently offered for deposits with similar remaining maturities and a Level 3 measurement.
Securities Sold under Agreements to Repurchase. The fair value of securities sold under agreements to repurchase is based on dealer quotes and a Level 2 measurement.
Advances from Federal Home Loan Bank. The fair value of the advances is based on quotes from the FHLB to settle the advances and a Level 2 measurement.
Other Borrowings. This category includes federal funds purchased, revolving lines of credit, and other short-term borrowings.  The fair value of other borrowings is based on current market rates for borrowings with similar remaining maturities and a Level 1 measurement.
Long-term Debt. The fair value of long-term debt is estimated based on the quoted market prices or dealer quotes and a Level 2 measurement.
30

Currency Option and Foreign Exchange Contracts . The Company measures the fair value of currency option and foreign exchange contracts based on dealer quotes and a Level 2 measurement.
Interest Rate Swaps . Fair value of interest rate swaps was derived from observable market prices for similar assets and a Level 2 measurement.
Off-Balance-Sheet Financial Instruments. The fair value of commitments to extend credit, standby letters of credit, and financial guarantees written were estimated using the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present creditworthiness of the counter parties.  The fair value of guarantees and letters of credit was based on fees currently charged for similar agreements or on the estimated cost to terminate them or otherwise settle the obligations with the counter parties at the reporting date.  Off-balance-sheet financial instruments were fair valued based on the assumptions that a market participant would use and a Level 3 measurement.
Fair value was estimated in accordance with ASC Topic 825, formerly SFAS 107.  Fair value estimates were made at specific points in time, based on relevant market information and information about the financial instrument.  These estimates do not reflect any premium or discount that could result from offering for sale at one time the Bank’s entire holdings of a particular financial instrument.  Because no market exists for a significant portion of the Bank’s financial instruments, fair value estimates were based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments, and other factors.  These estimates were subjective in nature and involved uncertainties and matters of significant judgment and therefore cannot be determined with precision.  Changes in assumptions could significantly affect the estimates.  The following table presents the estimated fair value of financial instruments at March 31, 2012, and at December 31, 2011:
31

Fair Value of Financial Instruments
As of March 31, 2012
As of December 31, 2011
Carrying
Carrying
Amount
Fair Value
Amount
Fair Value
(In thousands)
Financial Assets
Cash and due from banks
$ 119,106 $ 119,106 $ 117,888 $ 117,888
Short-term investments
275,056 275,056 294,956 294,956
Securities purchased under agreements to resell
50,000 50,000 - -
Securities held-to-maturity
1,084,708 1,131,524 1,153,504 1,203,977
Securities available-for-sale
1,353,742 1,353,742 1,294,478 1,294,478
Trading securities
104,453 104,453 4,542 4,542
Loans held-for-sale
3,709 3,709 760 760
Loans, net
6,705,880 6,681,964 6,844,483 6,825,571
Investment in Federal Home Loan Bank stock
50,456 50,456 52,989 52,989
Warrants
163 163 218 218
Notional
Notional
Amount
Fair Value
Amount
Fair Value
Option contracts
$ 4,595 $ 25 $ 3,026 $ 34
Foreign exchange contracts
159,241 1,680 238,581 2,151
Carrying
Carrying
Amount
Fair Value
Amount
Fair Value
Financial Liabilities
Deposits
$ 7,359,774 $ 7,370,498 $ 7,229,131 $ 7,240,857
Securities sold under agreements to repurchase
1,400,000 1,541,580 1,400,000 1,547,900
Advances from Federal Home Loan Bank
- - 225,000 227,825
Other borrowings
18,868 18,868 19,800 19,801
Long-term debt
171,136 94,970 171,136 98,676
Notional
Notional
Amount
Fair Value
Amount
Fair Value
Option contracts
$ 932 $ 1 $ 1,282 $ 5
Interest rate swaps
300,000 1,845 300,000 2,634
Foreign exchange contracts
171,359 1,353 128,215 486
Notional
Notional
Amount
Fair Value
Amount
Fair Value
Off-Balance Sheet Financial Instruments
Commitments to extend credit
$ 1,727,202 $ (1,162 ) $ 1,626,523 $ (1,253 )
Standby letters of credit
58,820 (279 ) 62,076 (367 )
Other letters of credit
67,753 (43 ) 64,233 (38 )
Bill of lading guarantees
849 (3 ) 187 -

13. Goodwill and Goodwill Impairment

The Company’s policy is to assess goodwill for impairment at the reporting unit level on an annual basis or between annual assessments if a triggering event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount.  Impairment is the condition that exists when the carrying amount of goodwill exceeds its implied fair value.  Accounting standards require management to estimate the fair value of each reporting unit in making the assessment of impairment at least annually.
32

The Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test described in ASC Topic 350.  The two-step impairment testing process conducted by us, if needed, begins by assigning net assets and goodwill to our three reporting units- Commercial Lending, Retail Banking, and East Coast Operations.  The Company then completes “step one” of the impairment test by comparing the fair value of each reporting unit (as determined based on the discussion below) with the recorded book value (or “carrying amount”) of its net assets, with goodwill included in the computation of the carrying amount.  If the fair value of a reporting unit exceeds its carrying amount, goodwill of that reporting unit is not considered impaired, and “step two” of the impairment test is not necessary.  If the carrying amount of a reporting unit exceeds its fair value, step two of the impairment test is performed to determine the amount of impairment.  Step two of the impairment test compares the carrying amount of the reporting unit’s goodwill to the “implied fair value” of that goodwill.  The implied fair value of goodwill is computed by assuming that all assets and liabilities of the reporting unit would be adjusted to the current fair value, with the offset as an adjustment to goodwill.  This adjusted goodwill balance is the implied fair value used in step two.  An impairment charge is recognized for the amount by which the carrying amount of goodwill exceeds its implied fair value.
At March 31, 2012, the Company’s market capitalization was above book value and there was no triggering event that required the Company to assess goodwill for impairment as of an interim date.

14. Financial Derivatives
It is the policy of the Company not to speculate on the future direction of interest rates.  However, the Company enters into financial derivatives in order to seek mitigation of exposure to interest rate risks related to our interest-earning assets and interest-bearing liabilities.  We believe that these transactions, when properly structured and managed, may provide a hedge against inherent interest rate risk in the Company’s assets or liabilities and against risk in specific transactions.  In such instances, the Company may protect its position through the purchase or sale of interest rate futures contracts for a specific cash or interest rate risk position.  Other hedge transactions may be implemented using interest rate swaps, interest rate caps, floors, financial futures, forward rate agreements, and options on futures or bonds.  Prior to considering any hedging activities, we seek to analyze the costs and benefits of the hedge in comparison to other viable alternative strategies.  All hedges will require an assessment of basis risk and must be approved by the Bank’s Investment Committee.
The Company follows ASC Topic 815 which establishes accounting and reporting standards for financial derivatives, including certain financial derivatives embedded in other contracts, and hedging activities. It requires the recognition of all financial derivatives as assets or liabilities in the Company’s consolidated balance sheet and measurement of those financial derivatives at fair value.  The accounting treatment of changes in fair value is dependent upon whether or not a financial derivative is designated as a hedge and, if so, the type of hedge.
As of March 31, 2012, and December 31, 2011, we had entered into five interest rate swap agreements with two major financial institutions in the notional amount of $300.0 million for a period of three years.  These interest rate swaps were not structured to hedge against inherent interest rate risks related to our interest-earning assets and interest-bearing liabilities.  At March 31, 2012, the Company paid a fixed rate at a weighted average of 1.95% and received a floating 3-month LIBOR rate at a weighted average of 0.48% on these agreements.  The net amount accrued on these interest rate swaps was recorded as a reduction to other non-interest income in the amount of $1.1 million for the first quarter of 2012 compared to $1.2 million in the same quarter a year ago.  At March 31, 2012, the Company recorded $1.8 million within other liabilities to recognize the negative fair value of these interest rate swaps compared to the $2.6 million negative fair value at December 31, 2011.
33

The Company enters into foreign exchange forward contracts and foreign currency option contracts with various counter parties to mitigate the risk of fluctuations in foreign currency exchange rates for foreign exchange certificates of deposit, foreign exchange contracts, or foreign currency option contracts entered into with our clients. These contracts are not designated as hedging instruments and are recorded at fair value in our condensed consolidated balance sheets. Changes in the fair value of these contracts as well as the related foreign exchange certificates of deposit, foreign exchange contracts or foreign currency option contracts are recognized immediately in net income as a component of non-interest income. Period end gross positive fair values are recorded in other assets and gross negative fair values are recorded in other liabilities.  At March 31, 2012, the notional amount of option contracts totaled $5.5 million with a net negative fair value of $23,000. Spot and forward contracts in the total notional amount of $159.2 million had a positive fair value of $1.7 million at March 31, 2012.  Spot and forward contracts in the total notional amount of $171.4 million had a negative fair value of $1.4 million at March 31, 2012. At December 31, 2011, the notional amount of option contracts totaled $4.3 million with a net positive fair value of $29,000.  Spot and forward contracts in the total notional amount of $238.6 million had a positive fair value, in the amount of $2.2 million, at December 31, 2011.  Spot and forward contracts in the total notional amount of $128.2 million had a negative fair value, in the amount of $486,000, at December 31, 2011.
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 Company’s Annual Report on Form 10-K for the year ended December 31, 2011.
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 condensed 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.
Management of the Company considers the following to be critical accounting policies:
Accounting for the allowance for credit losses involves significant judgments and assumptions by management, which have a material impact on the carrying value of net loans.  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” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011.
34

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” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011.
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” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011.
Accounting for goodwill and goodwill impairment involves significant judgments and assumptions by management, which have a material impact on the amount of goodwill and noninterest expense recorded in the financial statements.  The judgments and assumptions used by management are described under the heading “Goodwill and Goodwill Impairment” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011.
Accounting for other real estate owned involves significant judgments and assumptions by management, which have a material impact on the value of other real estate owned and noninterest expense recorded in the financial statements.  The judgments and assumptions used by management are described under the heading “Valuation of Other Real Estate Owned” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011.
Highlights

·
Decrease in non-accrual loans – Non-accrual loans decreased $69.7 million, or 34.6%, to $131.5 million at March 31, 2012, from $201.2 million at December 31, 2011, and decreased $143.0 million, or 52.1%, from $274.5 million at March 31, 2011.
·
Improved profitability – First quarter net income was $28.9 million compared to net income of $27.7 million in the fourth quarter of 2011 and net income of $22.1 million in the same quarter a year ago.

Statement of Operations Review

Net Income

Net income available to common stockholders for the first quarter of 2012, was $24.8 million, an increase of $6.8 million, or 38.1%, compared to a net income available to common stockholders of $18.0 million for the same quarter a year ago.  Diluted earnings per share available to common stockholders for the first quarter of 2012, was $0.32 compared to $0.23 for the same quarter a year ago due primarily to decreases in the provision for credit losses, decreases in prepayment penalties on the repayment of Federal Home Loan Bank (“FHLB”) advances, increases in net interest income, and decreases in FDIC assessments which were partially offset by decreases in gains on sales of securities, increases in other real estate owned (“OREO”) expense, increases in salaries and employee benefits, and increases in professional service expenses.

35

Return on average stockholders’ equity was 7.62% and return on average assets was 1.10% for the quarter ended March 31, 2012, compared to a return on average stockholders’ equity of 6.20% and a return on average assets of 0.83% for the same quarter a year ago.

Financial Performance
For the Three Months Ended March 31,
2012
2011
Net income
$28.9 million
$22.1 million
Net income available to common stockholders
$24.8 million
$18.0 million
Basic earnings per common share
$0.32
$0.23
Diluted earnings per common share
$0.32
$0.23
Return on average assets
1.10%
0.83%
Return on average total stockholders' equity
7.62%
6.20%
Efficiency ratio
53.50%
54.47%

Net Interest Income Before Provision for Credit Losses
Net interest income before provision for credit losses increased $5.6 million, or 7.4%, to $80.7 million during the first quarter of 2012 compared to $75.1 million during the same quarter a year ago.  The increase was due primarily to the decrease in rates paid on time certificates of deposit and the prepayment of FHLB advances and maturities of securities sold under agreements to repurchase.
The net interest margin, on a fully taxable-equivalent basis, was 3.33% for the first quarter of 2012, an increase of 5 basis points from 3.28% for the fourth quarter of 2011, and an increase of 27 basis points from 3.06% for the first quarter of 2011.  The decrease in the rate on interest bearing deposits and the prepayment of FHLB advances and decreases in securities sold under agreements to repurchase contributed to the increase in the net interest margin from the same quarter a year ago.
For the first quarter of 2012, the yield on average interest-earning assets was 4.54%, on a fully taxable-equivalent basis, the cost of funds on average interest-bearing liabilities equaled 1.51%, and the cost of interest bearing deposits was 0.86%.  In comparison, for the first quarter of 2011, the yield on average interest-earning assets was 4.63%, on a fully taxable-equivalent basis, the cost of funds on average interest-bearing liabilities equaled 1.90%, and the cost of interest bearing deposits was 1.10%. 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, increased 30 basis points to 3.03% for the quarter ended March 31, 2012, from 2.73% for the same quarter a year ago, primarily due to the reasons discussed above.
Average daily balances for the three months ended March 31, 2012, and March 31, 2011, 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:
36

Interest-Earning Assets and Interest-Bearing Liabilities
Three months ended March 31,
2012
2011
Interest
Average
Interest
Average
Average
Income/
Yield/
Average
Income/
Yield/
(Dollars in thousands)
Balance
Expense
Rate (1)(2)
Balance
Expense
Rate (1)(2)
Interest earning assets:
Commercial loans
$ 1,857,339 $ 19,366 4.19 % $ 1,491,335 $ 16,360 4.45 %
Residential mortgage loans
1,183,518 15,030 5.08 1,084,392 13,635 5.03
Commercial mortgage loans
3,701,953 53,412 5.80 3,922,616 55,894 5.78
Real estate construction loans
235,771 2,802 4.78 381,337 4,543 4.83
Other loans and leases
19,005 91 1.93 17,429 126 2.93
Total loans and leases (1)
6,997,586 90,701 5.21 6,897,109 90,558 5.32
Taxable securities
2,323,166 17,723 3.07 2,671,826 21,854 3.32
Tax-exempt securities (3)
133,094 1,619 4.89 133,516 1,625 4.94
Federal Home Loan Bank stock
52,627 66 0.50 63,789 47 0.30
Interest bearing deposits
267,157 588 0.88 168,492 221 0.53
Federal funds sold & securities purchased
under agreements to resell
22,802 5 0.09 81,889 41 0.20
Total interest-earning assets
9,796,432 110,702 4.54 10,016,621 114,346 4.63
Non-interest earning assets:
Cash and due from banks
115,447 97,992
Other non-earning assets
853,392 869,405
Total non-interest earning assets
968,839 967,397
Less: Allowance for loan losses
(206,241 ) (248,746 )
Deferred loan fees
(7,860 ) (7,539 )
Total assets
$ 10,551,170 $ 10,727,733
Interest bearing liabilities:
Interest bearing demand accounts
$ 465,921 $ 175 0.15 $ 412,990 $ 201 0.20
Money market accounts
976,109 1,395 0.57 1,026,770 2,131 0.84
Savings accounts
424,198 88 0.08 380,344 135 0.14
Time deposits
4,395,102 11,798 1.08 4,267,781 13,978 1.33
Total interest-bearing deposits
6,261,330 13,456 0.86 6,087,885 16,445 1.10
Federal funds purchased
- - - 111 0 1.27
Securities sold under agreements to repurchase
1,400,000 14,655 4.21 1,548,600 16,171 4.23
Other borrowings
30,117 53 0.71 465,649 4,850 4.22
Long-term debt
171,136 1,320 3.10 171,136 1,206 2.86
Total interest-bearing liabilities
7,862,583 29,484 1.51 8,273,381 38,672 1.90
Non-interest bearing liabilities:
Demand deposits
1,071,387 937,650
Other liabilities
82,227 65,663
Total equity
1,534,973 1,451,039
Total liabilities and  equity
$ 10,551,170 $ 10,727,733
Net interest spread (4)
3.03 % 2.73 %
Net interest income (4)
$ 81,218 $ 75,674
Net interest margin (4)
3.33 % 3.06 %
(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%.
The following table summarizes the changes in interest income and interest expense attributable to changes in volume and changes in interest rates:
37


Taxable-Equivalent Net Interest Income — Changes Due to Rate and Volume(1)
Three months ended March 31,
2012-2011
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
1,637 (1,494 ) 143
Taxable securities
(2,623 ) (1,508 ) (4,131 )
Tax-exempt securities (2)
(2 ) (4 ) (6 )
Federal Home Loan Bank stock
(9 ) 28 19
Deposits with other banks
172 195 367
Federal funds sold and securities purchased under agreements to resell
(20 ) (16 ) (36 )
Total decrease in interest income
(845 ) (2,799 ) (3,644 )
Interest-bearing liabilities:
Interest bearing demand accounts
25 (51 ) (26 )
Money market accounts
(99 ) (637 ) (736 )
Savings accounts
15 (62 ) (47 )
Time deposits
430 (2,610 ) (2,180 )
Securities sold under agreements to repurchase
(1,429 ) (87 ) (1,516 )
Other borrowed funds
(2,538 ) (2,259 ) (4,797 )
Long-term debts
- 114 114
Total decrease in interest expense
(3,596 ) (5,592 ) (9,188 )
Changes in net interest income
$ 2,751 $ 2,793 $ 5,544
(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 Credit Losses
The provision for credit losses was a credit of $4.0 million for the first quarter of 2012 compared to a charge of $2.0 million for the fourth quarter of 2011 and a charge of $6.0 million in the same quarter a year ago.  The provision for credit losses was based on the review of the adequacy of the allowance for loan losses at March 31, 2012. The provision for credit losses represents the charge 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 credit losses inherent in the Company’s loan portfolio, including unfunded commitments.  The following table summarizes the charge-offs and recoveries for the periods indicated:

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For the three months ended
March 31, 2012
December 31, 2011
March 31, 2011
(In thousands)
Charge-offs:
Commercial loans
$ 4,959 $ 530 $ 1,378
Construction loans- residential
140 2,452 2,885
Construction loans- other
735 654 3,363
Real estate loans (1)
8,927 3,208 4,945
Real estate- land loans
74 46 404
Installment and other loans
25 - -
Total charge-offs
14,860 6,890 12,975
Recoveries:
Commercial loans
746 206 775
Construction loans- residential
1,899 141 660
Construction loans- other
1,658 36 227
Real estate loans (1)
1,631 1,874 932
Real estate- land loans
793 3 5
Installment and other loans
3 - 12
Total recoveries
6,730 2,260 2,611
Net charge-offs
$ 8,130 $ 4,630 $ 10,364
(1) Real estate loans include commercial mortgage loans, residential mortgage loans and equity lines.
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 $8.8 million for the first quarter of 2012, a decrease of $3.8 million, or 30.1%, compared to $12.6 million for the first quarter of 2011. The decrease in non-interest income in the first quarter of 2012 was primarily due to decreases of $4.0 million from gains on sale of securities and increases of $697,000 in trading security losses offset by a $304,000 increase in venture capital income, a $278,000 increase in gains on sale of loans, and a $248,000 increase in letters of credit commissions.
Non-Interest Expense
Non-interest expense decreased $88,000, or 0.2%, to $47.9 million in the first quarter of 2012 compared to $47.8 million in the same quarter a year ago.  The efficiency ratio was 53.50% in the first quarter of 2012 compared to 54.47% for the same quarter a year ago due primarily to increases in OREO expenses and lower gains on sale of securities.
Prepayment penalties from prepaying $100.0 million of FHLB advances were $2.8 million in the first quarter of 2012 compared to prepaying $200.0 million of FHLB advances with penalties of $8.8 million in the same quarter a year ago.  FDIC assessments decreased $1.8 million, or 42.3%, to $2.5 million in the first quarter of 2012 from $4.3 million for the same quarter a year ago.
Offsetting the above decreases were the increases of $4.5 million in other real estate owned (“OREO”) expenses to $4.7 million in the first quarter of 2012 compared to $221,000 in the same quarter a year ago primarily due to decreases of $4.3 million in gains from OREO in the prior year.  Salaries and employee benefits increased $1.6 million, or 8.7% in the first quarter of 2012 compared to the same quarter a year ago primarily due to increases in incentive compensation and the hiring of new employees.  Professional service expense increased $1.0 million, or 27.1%, primarily due to increases in legal collection expenses and consulting expenses related to the upcoming core system conversion.  Marketing expense increased $711,000 primarily due to increases in media and promotion expenses, and contributions to Cathay Bank Foundation.
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Income Taxes
The effective tax rate for the first quarter of 2012 was 36.4% compared to 34.7% in the first quarter of 2011.  The effective tax rate includes the impact of the utilization of low income housing tax credits.
Balance Sheet Review

Assets
Total assets were $10.57 billion at March 31, 2012, a decrease of $71.4 million, or 0.7%, from $10.64 billion at December 31, 2011, primarily due to the decrease of $144.8 million in gross loans and the decrease of $40.3 million in tax refund receivable and deferred tax assets offset by increases of $99.9 million in trading securities.
Investment Securities
Investment securities represented 23.06% of total assets at March 31, 2012, compared with 23.00% of total assets at December 31, 2011. The carrying value of investment securities at March 31, 2012, was $2.44 billion compared with $2.45 billion at December 31, 2011.  Securities available-for-sale are carried at fair value and had a net unrealized loss of $7.8 million at March 31, 2012, compared with a net unrealized loss of $15.0 million at December 31, 2011.  Book value for securities held-to-maturity was $1.08 billion at March 31, 2012, compared to $1.15 billion at December 31, 2011.
The following table reflects the amortized cost, gross unrealized gains, gross unrealized losses, and fair values of investment securities as of March 31, 2012, and December 31, 2011:
March 31, 2012
Gross
Gross
Amortized
Unrealized
Unrealized
Cost
Gains
Losses
Fair Value
(In thousands)
Securities Held-to-Maturity
U.S. government sponsored entities
$ 99,978 $ 945 $ - $ 100,923
State and municipal securities
129,444 6,057 - 135,501
Mortgage-backed securities
845,314 39,860 - 885,174
Corporate debt securities
9,972 - 46 9,926
Total securities held-to-maturity
$ 1,084,708 $ 46,862 $ 46 $ 1,131,524
Securities Available-for-Sale
U.S. treasury securities
$ 99,904 $ - $ 49 $ 99,855
U.S. government sponsored entities
300,000 270 106 300,164
Mortgage-backed securities
493,043 9,889 537 502,395
Collateralized mortgage obligations
14,234 519 90 14,663
Asset-backed securities
164 - 5 159
Corporate debt securities
410,195 552 23,397 387,350
Mutual funds
6,000 40 16 6,024
Preferred stock of government sponsored entities
569 1,056 - 1,625
Trust preferred securities
35,993 853 - 36,846
Other equity securities
1,469 3,192 - 4,661
Total securities available-for-sale
$ 1,361,571 $ 16,371 $ 24,200 $ 1,353,742
Total investment securities
$ 2,446,279 $ 63,233 $ 24,246 $ 2,485,266

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December 31, 2011
Gross
Gross
Amortized
Unrealized
Unrealized
Cost
Gains
Losses
Fair Value
Securities Held-to-Maturity
(In thousands)
U.S. government sponsored entities
$ 99,966 $ 1,406 $ - $ 101,372
State and municipal securities
129,577 7,053 - 136,630
Mortgage-backed securities
913,990 42,351 - 956,341
Corporate debt securities
9,971 - 337 9,634
Total securities held-to-maturity
$ 1,153,504 $ 50,810 $ 337 $ 1,203,977
Securities Available-for-Sale
U.S. government sponsored entities
$ 500,007 $ 1,226 $ 7 $ 501,226
State and municipal securities
1,869 59 - 1,928
Mortgage-backed securities
325,706 12,361 436 337,631
Collateralized mortgage obligations
16,184 540 238 16,486
Asset-backed securities
172 - 6 166
Corporate debt securities
412,045 113 31,729 380,429
Mutual funds
6,000 48 13 6,035
Preferred stock of government sponsored entities
569 1,085 - 1,654
Trust preferred securities
45,501 486 24 45,963
Other equity securities
1,468 1,492 - 2,960
Total securities available-for-sale
$ 1,309,521 $ 17,410 $ 32,453 $ 1,294,478
Total investment securities
$ 2,463,025 $ 68,220 $ 32,790 $ 2,498,455
For complete discussion and disclosure see Note 6 to the Company’s condensed consolidated financial statements presented elsewhere in this report.
Investment securities having a carrying value of $1.52 billion at March 31, 2012, and $1.68 billion at December 31, 2011, were pledged to secure public deposits, other borrowings, treasury tax and loan, Federal Home Loan Bank advances, securities sold under agreements to repurchase, interest rate swaps, and foreign exchange transactions.
Loans
Gross loans, excluding loans held for sale, were $6.9 billion at March 31, 2012, a decrease of $150.7 million, or 2.1%, from $7.1 billion at December 31, 2011, primarily due to a decrease of $86.5 million, or 2.3%, in commercial real estate loans, a decrease of $49.3 million, or 20.8%, in construction loans, and a decrease of $23.4 million, or 1.3%, in commercial loans.  The following table sets forth the classification of loans by type, mix, and percentage change as of the dates indicated:

41

March 31, 2012
% of Gross Loans
December 31, 2011
% of Gross Loans
% Change
Type of Loans
(Dollars in thousands)
Commercial loans
$ 1,844,849 26.7 % $ 1,868,275 26.5 % -1.3 %
Residential mortgage loans
985,105 14.3 972,262 13.8 1.3
Commercial mortgage loans
3,662,436 53.0 3,748,897 53.1 (2.3 )
Equity lines
208,602 3.0 214,707 3.0 (2.8 )
Real estate construction loans
188,081 2.7 237,372 3.4 (20.8 )
Installment and other loans
19,471 0.3 17,699 0.2 10.0
Gross loans
$ 6,908,544 100 % $ 7,059,212 100 % -2.1 %
Allowance for loan losses
(194,743 ) (206,280 ) (5.6 )
Unamortized deferred loan fees
(7,921 ) (8,449 ) (6.2 )
Total loans, net
$ 6,705,880 $ 6,844,483 -2.0 %
Loans held for sale
$ 3,709 $ 760 388.0 %
Non-performing Assets
Non-performing assets include loans past due 90 days or more and still accruing interest, non-accrual loans, and other real estate owned.   The Company’s policy is to place loans on non-accrual status if interest and/or principal is past due 90 days or more, or in cases where management deems the full collection of principal and interest unlikely.  After a loan is placed on non-accrual status, any previously accrued but unpaid interest is reversed and charged against current income and subsequent  payments received are generally first applied towards the outstanding principal balance of the loan.  Depending on the circumstances, management may elect to continue the accrual of interest on certain past due loans if partial payment is received and/or the loan is well collateralized and in the process of collection.   The loan is generally returned to accrual status when the borrower has brought the past due principal and interest payments current and, in the opinion of management, the borrower has demonstrated the ability to make future payments of principal and interest as scheduled.
Management reviews the loan portfolio regularly for problem loans.  During the ordinary course of business, management becomes aware of borrowers that may not be able to meet the contractual requirements of the loan agreements.  Such loans are placed under closer supervision with consideration given to placing the loans on non-accrual status, the need for an additional allowance for loan losses, and (if appropriate) partial or full charge-off.
The ratio of non-performing assets, excluding non-accrual loans held for sale, to total assets was 2.1% at March 31, 2012, compared to 2.8% at December 31, 2011.  Total non-performing portfolio assets decreased $79.9 million, or 26.6%, to $220.7 million at March 31, 2012, compared to $300.6 million at December 31, 2011, primarily due to a $69.7 million decrease in non-accrual loans, a $5.3 million decrease in accruing loans past due 90 days or more and a $4.9 million decrease in OREO.
As a percentage of gross loans, excluding loans held for sale, plus other real estate owned, our non-performing assets decreased to 3.15% at March 31, 2012, from 4.20% at December 31, 2011. The non-performing portfolio loan coverage ratio, defined as the allowance for credit losses to non-performing loans, increased to 147.7% at March 31, 2012, from 100.2% at December 31, 2011.
42

The following table presents the breakdown of non-performing assets by category as of the dates indicated:

(Dollars in thousands)
March 31, 2012
December 31, 2011
% Change
March 31, 2011
% Change
Non-performing assets
Accruing loans past due 90 days or more
$ 1,389 $ 6,726 (79 ) $ 8 100
Non-accrual loans:
Construction loans- residential
3,593 25,288 (86 ) 23,682 (85 )
Construction loans- non-residential
7,118 20,724 (66 ) 32,856 (78 )
Land loans
9,688 10,975 (12 ) 21,121 (54 )
Commercial real estate loans, excluding land loans
66,931 96,809 (31 ) 148,872 (55 )
Commercial loans
30,329 30,661 (1 ) 32,306 (6 )
Residential mortgage loans
13,838 16,740 (17 ) 15,653 (12 )
Total non-accrual loans:
$ 131,497 $ 201,197 (35 ) $ 274,490 (52 )
Total non-performing loans
132,886 207,923 (36 ) 274,498 (52 )
Other real estate owned
87,806 92,713 (5 ) 75,585 16
Other assets
- - - 365 (100 )
Total non-performing assets
$ 220,692 $ 300,636 (27 ) $ 350,448 (37 )
Accruing troubled debt restructurings (TDRs)
$ 143,233 $ 120,016 19 $ 135,327 6
Non-accrual TDRs (included in non-accrual loans above)
$ 21,543 $ 50,870 (58 ) $ 43,130 (50 )
Non-accrual loans held for sale
$ 500 $ 760 (34 ) $ 2,388 (79 )
Allowance for loan losses
$ 194,743 $ 206,280 (6 ) $ 241,030 (19 )
Allowance for off-balance sheet credit commitments
1,475 2,069 (29 ) 2,174 (32 )
Allowance for credit losses
$ 196,218 $ 208,349 (6 ) $ 243,204 (19 )
Total gross loans outstanding, at period-end (1)
$ 6,908,544 $ 7,059,212 (2 ) $ 6,894,311 0
Allowance for loan losses to non-performing loans, at period-end (2)
146.55 % 99.21 % 87.81 %
Allowance for loan losses to gross loans, at period-end (1)
2.82 % 2.92 % 3.50 %
(1) Excludes loans held for sale at period-end.
(2) Excludes non-accrual loans held for sale at period-end.
Non-accrual Loans
At March 31, 2012, total non-accrual portfolio loans, excluding loans held for sale, were $131.5 million, a decrease of $69.7 million, or 34.6%, from $201.2 million at December 31, 2011, and a decrease of $143.0 million, or 52.1%, from $274.5 million at March 31, 2011.  The allowance for the collateral-dependent loans is calculated based on the difference between the outstanding loan balance and the value of the collateral as determined by recent appraisals, sales contracts, or other available market price information. The allowance for collateral-dependent loans varies from loan to loan based on the collateral coverage of the loan at the time of designation as non-performing. We continue to monitor the collateral coverage, based on recent appraisals, of these loans on a quarterly basis and adjust the allowance accordingly.  Non-accrual loans also include those troubled debt restructurings that do not qualify for accrual status.
43

Loans held for sale of $3.7 million at March 31, 2012, increased $3.0 million from $760,000 at December 31, 2011.  In the first quarter of 2012, we added three new loans of $16.0 million and sold three loans of $13.0 million for a net loss on sale of $26,000.  At March 31, 2012, loans held for sale were comprised of a residential construction loan of $500,000 and a commercial real estate loan of $3.2 million.
The following tables present the type of properties securing the non-accrual portfolio loans and the type of businesses the borrowers engaged in as of the dates indicated:
March 31, 2012
December 31, 2011
Real
Real
Estate (1)
Commercial
Estate (1)
Commercial
(In thousands)
Type of Collateral
Single/multi-family residence
$ 20,925 $ 2,494 $ 52,896 $ 3,078
Commercial real estate
70,554 1,480 106,665 1,929
Land
9,688 - 10,975 -
Personal property (UCC)
- 26,356 - 25,654
Total
$ 101,167 $ 30,330 $ 170,536 $ 30,661
(1) Real estate includes commercial mortgage loans, real estate construction loans, residential mortgage loans and equity lines.
March 31, 2012
December 31, 2011
Real
Real
Estate (1)
Commercial
Estate (1)
Commercial
(In thousands)
Type of Business
Real estate development
$ 72,871 $ 991 $ 120,623 $ 1,518
Wholesale/retail
14,001 6,232 33,675 5,833
Food/restaurant
457 817 - 817
Import/export
- 22,290 - 22,493
Other
13,838 - 16,238 -
Total
$ 101,167 $ 30,330 $ 170,536 $ 30,661
(1) Real estate includes commercial mortgage loans, real estate construction loans, residential mortgage loans and equity lines.
Other Real Estate Owned
At March 31, 2012, other real estate owned totaled $87.8 million which decreased $4.9 million, or 5.3%, compared to $92.7 million at December 31, 2011, and increased $12.2 million, or 16.2%, compared to $75.6 million at March 31, 2011.

44

Troubled Debt Restructurings
A troubled debt restructuring (“TDR”) is a formal modification of the terms of a loan when the Bank, for economic or legal reasons related to the borrower’s financial difficulties, grants a concession to the borrower.  The concessions may be granted in various forms, including changes in the stated interest rate, reductions in the loan balance or accrued interest, or extensions of the maturity date that causes significant delay in payment.

At March 31, 2012, accruing TDRs were $143.2 million and non-accrual TDRs were $21.5 million compared to accruing TDRs of $120.0 million and non-accrual TDRs of $50.9 million at December 31, 2011.  The Company has allocated specific reserves of $2.2 million to accruing TDRs and $288,000 to non-accrual TDRs at March 31, 2012, and $1.4 million to accruing TDRs and $1.6 million to non-accrual TDRs at December 31, 2011.  The following table presents TDRs that were modified during the first quarters of 2012 and 2011, their specific reserve at March 31, and charge-offs during the first quarters of 2012 and 2011:

For the Three Months Ended March 31, 2012
As of March 31, 2012
No. of Contracts
Pre-Modification Outstanding Recorded Investment
Post-Modification Outstanding Recorded Investment
Charge-offs
Specific Reserve
(Dollars in thousands)
Commercial loans
5 $ 1,988 $ 1,988 $ - $ 68
Commercial mortgage loans
9 26,693 23,375 3,318 268
Residential mortgage and equity lines
2 1,587 1,587 - -
Total
16 $ 30,268 $ 26,950 $ 3,318 $ 336
For the Three Months Ended March 31, 2011
As of March 31, 2011
No. of Contracts
Pre-Modification Outstanding Recorded Investment
Post-Modification Outstanding Recorded Investment
Charge-offs
Specific Reserve
(Dollars in thousands)
Commercial loans
4 $ 14,862 $ 14,862 $ - $ 5
Commercial mortgage loans
2 1,930 1,929 1 1
Residential mortgage and equity lines
1 591 501 90 93
Total
7 $ 17,383 $ 17,292 $ 91 $ 99
Modifications of the loan terms during the first three months of 2012 were in the form of changes in the stated interest rate, multiple note structure, or extensions of the maturity date.  Modifications involving a reduction of the stated interest rate were for periods ranging from ten months to four years.  Modifications involving an extension of the maturity date were for periods ranging from ten months to four years.

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Accruing TDRs at March 31, 2012, were comprised of loans collateralized by thirteen retail shopping and commercial use buildings of $80.7 million, eleven office and commercial use buildings of $29.0 million, two hotels of $12.8 million, eleven single family residences of $19.3 million, two multi-family residences of $805,000,  one land loan of $537,000, and four commercial loans of $106,000. We expect that the troubled debt restructuring loans on accruing status as of March 31, 2012, which were all performing in accordance with their restructured terms, will continue to comply with the restructured terms because of the reduced principal or interest payments on these loans. A summary of TDRs by type of concession, by type of loan, as of March 31, 2012, and as of December 31, 2011, is shown below:
As of March 31, 2012
Accruing TDRs
Principal Deferral
Rate Reduction Rate Reduction and Forgiveness of Principal
Rate Reduction and Payment Deferral
Total
(In thousands)
Commercial loans
$ 12,911 $ 1,738 $ - $ 427 $ 15,076
Real estate construction loans
16,820 9,620 - 5,776 32,216
Commercial mortgage loans
14,275 37,600 1,506 38,753 92,134
Residential mortgage loans
1,291 1,032 - 1,484 3,807
Total accruing TDRs
$ 45,297 $ 49,990 $ 1,506 $ 46,440 $ 143,233
As of March 31, 2012
Non-accrual TDRs
Interest Deferral
Principal Deferral
Rate Reduction
Rate Reduction and Forgiveness of Principal
Rate Reduction and Payment Deferral
Total
(In thousands)
Commercial loans
$ - $ 1,073 $ 1,397 $ 1,145 $ - $ 3,615
Commercial mortgage loans
2,614 6,859 1,167 - 5,006 15,646
Residential mortgage loans
302 1,349 - - 631 2,282
Total non-accrual TDRs
$ 2,916 $ 9,281 $ 2,564 $ 1,145 $ 5,637 $ 21,543
As of December 31, 2011
Accruing TDRs
Principal Deferral
Rate Reduction
Rate Reduction and Forgiveness of Principal
Rate Reduction and Payment Deferral
Total
(In thousands)
Commercial loans
$ 12,933 $ 1,756 $ - $ 431 $ 15,120
Real estate construction loans
16,820 9,659 - 5,776 32,255
Commercial mortgage loans
471 37,796 2,071 28,935 69,273
Residential mortgage loans
1,294 587 - 1,487 3,368
Total accruing TDRs
$ 31,518 $ 49,798 $ 2,071 $ 36,629 $ 120,016
As of December 31, 2011
Non-accrual TDRs
Interest Deferral
Principal Deferral
Rate Reduction
Rate Reduction and Forgiveness of Principal
Rate Reduction and Payment Deferral
Total
(In thousands)
Commercial loans
$ - $ 616 $ 1,859 $ 1,506 $ - $ 3,981
Real estate construction loans
- 13,579 12,376 - - 25,955
Commercial mortgage loans
2,633 9,727 - - 5,076 17,436
Residential mortgage loans
311 2,427 449 - 311 3,498
Total non-accrual TDRs
$ 2,944 $ 26,349 $ 14,684 $ 1,506 $ 5,387 $ 50,870
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The activity within our TDR loans for the three months ended March 31, 2012, and  for the three months ended March 31, 2011, are shown below:
For the Three Months Ended March 31,
Accruing TDRs
2012
2011
(In thousands)
Beginning balance
$ 120,016 $ 136,800
New restructurings
21,712 13,736
Restructured loans restored to accrual status
2,853 -
Payments
(1,348 ) (1,660 )
Restructured loans placed on nonaccrual
- (12,816 )
Expiration of loan concession
- (733 )
Ending balance
$ 143,233 $ 135,327
For the Three Months Ended March 31,
Non-accrual TDRs
2012
2011
(In thousands)
Beginning balance
$ 50,870 $ 28,147
New restructurings
5,238 3,556
Restructured loans placed on nonaccrual
- 12,816
Charge-offs
(4,018 ) (1,104 )
Payments
(27,694 ) (285 )
Restructured loans restored to accrual status
(2,853 ) -
Ending balance
$ 21,543 $ 43,130
A loan is considered to be in payment default once it is 60 to 90 days contractually past due under the modified terms.  Two commercial real estate TDRs of $6.4 million, three commercial TDRs of $1.4 million, and one land TDR of $1.2 million had payments defaults within the twelve months ended March 31, 2012.  The TDRs that subsequently defaulted incurred charge-off of $495,000 within the twelve months ended March 31, 2012.
Under the Company’s internal underwriting policy, an evaluation is performed of the probability that the borrower will be in payment default on any of its debt in the foreseeable future without the modification in order to determine whether a borrower is experiencing financial difficulty.
As of March 31, 2012, there were no commitments to lend additional funds to those borrowers whose loans have been restructured, were considered impaired, or were on non-accrual status.
Troubled debt restructurings on accrual status are comprised of the loans that have, pursuant to the Bank’s policy, performed under the restructured terms and have demonstrated sustained performance under the modified terms for six months before being returned to accrual status.  The sustained performance considered by management pursuant to its policy includes the periods prior to the modification if the prior performance met or exceeded the modified terms.  This would include cash paid by the borrower prior to the restructure to set up interest reserves.
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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 as a result of delinquency status of over 90 days or receipt of information indicating that full collection of principal is doubtful, or when the loan has been restructured in a troubled debt restructuring. Those loans with a balance less than our defined selection criteria, generally a loan amount less than $500,000  (less than $100,000 for prior quarters before March 31, 2011), 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.  We obtain an appraisal to determine the amount of impairment at the date that the loan becomes impaired.  The appraisals are based on “as is” or bulk sale valuations.  To ensure that appraised values remain current, we generally obtain an updated appraisal every six months from qualified independent appraisers.  Furthermore, if the most current appraisal is dated more than three months prior to the effective date of the impairment test, we validate the most current value with third party market data appropriate to the location and property type of the collateral.  If the third party market data indicates that the value of our collateral property values has declined since the most recent valuation date, we adjust downward the value of the property to reflect current market conditions.  If the fair value of the collateral, less cost to sell, 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.  If an impaired loan is expected to be collected through liquidation of the collateral, the amount of impairment, excluding disposal costs, which range between 3% to 6% of the fair value, depending on the size of the impaired loan, is charged off against the allowance for loan losses.  Non-accrual impaired loans, including troubled debt restructurings, are not returned to accrual status unless the unpaid interest has been brought current and full repayment of the recorded balance is expected or if the borrower has made six consecutive monthly payments of the scheduled amounts due, and troubled debt restructurings are reviewed for continued impairment until they are no longer reported as troubled debt restructurings.
At March 31, 2012, recorded investment in impaired loans totaled $275.2 million and was comprised of non-accrual loans of $131.5 million, non-accrual loans held for sale of $500,000, and accruing TDR’s of $143.2 million.  At December 31, 2011, recorded investment in impaired loans totaled $322.0 million and was comprised of non-accrual loans of $201.2 million, non-accrual loans held for sale of $760,000, and accruing TDR’s of $120.0 million.  As of March 31, 2012, $101.2 million, or 76.9%, of the $131.5 million of non-accrual loans were secured by real estate compared to $170.5 million, or 84.8%, of the $201.2 million of non-accrual loans that were secured by real estate at December 31, 2011. In light of declining property values in the current economic downturn affecting the real estate markets, the Bank has obtained current appraisals, sales contracts, or other available market price information which provide updated factors in evaluating potential loss.
At March 31, 2012, $5.6 million of the $194.7 million allowance for loan losses was allocated for impaired loans and $189.2 million was allocated to the general allowance.  At December 31, 2011, $7.6 million of the $206.3 million allowance for loan losses was allocated for impaired loans and $198.7 million was allocated to the general allowance.  The amount of the allowance for loan losses allocated to impaired loans at March 31, 2012 remained essentially the same as December 31, 2011.   For the first quarter of 2012, net loan charge-offs were $8.1 million, or 0.47%, of average loans compared to $10.4 million, or 0.61%, of average loans in the same quarter of 2011.
The allowance for credit losses to non-accrual loans increased to 149.2% at March 31, 2012, from 103.6% at December 31, 2011 primarily due to decreases in non-accrual loans.  Non-accrual loans also include those troubled debt restructurings that do not qualify for accrual status.
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The following table presents impaired loans and the related allowance as of the dates indicated:
Impaired Loans
March 31, 2012
December 31, 2011
Unpaid Principal Balance
Recorded Investment
Allowance
Unpaid Principal Balance
Recorded Investment
Allowance
(In thousands)
With no allocated allowance
Commercial loans
$ 38,012 $ 28,077 $ - $ 46,671 $ 38,194 $ -
Real estate construction loans
65,839 43,426 - 134,836 78,767 -
Commercial mortgage loans
174,252 134,562 - 187,580 149,034 -
Residential mortgage and equity lines
4,347 4,273 - 8,555 7,987 -
Subtotal
$ 282,450 $ 210,338 $ - $ 377,642 $ 273,982 $ -
With allocated allowance
Commercial loans
$ 20,689 $ 17,329 $ 1,272 $ 11,795 $ 7,587 $ 3,336
Commercial mortgage loans
36,200 34,191 2,529 29,722 28,023 2,969
Residential mortgage and equity lines
15,480 13,372 1,806 13,813 12,381 1,247
Subtotal
$ 72,369 $ 64,892 $ 5,607 $ 55,330 $ 47,991 $ 7,552
Total impaired loans
$ 354,819 $ 275,230 $ 5,607 $ 432,972 $ 321,973 $ 7,552
Loan Interest Reserves
In accordance with customary banking practice, construction loans and land development loans are originated where interest on the loan is disbursed from pre-established interest reserves included in the total original loan commitment.  Our construction and land development loans generally include optional renewal terms after the maturity of the initial loan term.  New appraisals are obtained prior to extension or renewal of these loans in part to determine the appropriate interest reserve to be established for the new loan term.  Loans with interest reserves are underwritten to the same criteria, including loan to value and, if applicable, pro forma debt service coverage ratios, as loans without interest reserves.  Construction loans with interest reserves are monitored on a periodic basis to gauge progress towards completion.  Interest reserves are frozen if it is determined that additional draws would result in a loan to value ratio that exceeds policy maximums based on collateral property type.  Our policy limits in this regard are consistent with supervisory limits and range from 65% in the case of land to 85% in the case of one to four family residential construction projects.
As of March 31, 2012, construction loans of $30.6 million were disbursed with pre-established interest reserves of $3.2 million compared to $16.8 million of such loans disbursed with pre-established interest reserves of $3.2 million at December 31, 2011.  The balance for construction loans with interest reserves which have been extended was $6.4 million at March 31, 2012, compared to zero at December 31, 2011.  Land loans of $10.8 million  were disbursed with pre-established interest reserves of $460,000 at March 31, 2012, compared to $10.8 million such loans disbursed with pre-established interest reserves of $223,000 at December 31, 2011.  The balance for land loans with interest reserves which have been extended was $9.5 million at March 31, 2012, compared to $9.5 million at December 31, 2011.
49

At March 31, 2012, the Bank had no loans on non-accrual status with available interest reserves.  At March 31, 2012, $4.1 million of non-accrual residential construction loans, $7.1 million of non-accrual non-residential construction loans, and $7.9 million of non-accrual land loans had been originated with pre-established interest reserves.  At December 31, 2011, $13.4 million of non-accrual residential construction loans, $20.7 million of non-accrual non-residential construction loans, and $7.9 million of non-accrual land loans had been originated with pre-established interest reserves. While loans with interest reserves are typically expected to be repaid in full according to the original contractual terms, some loans require one or more extensions beyond the original maturity.  Typically, these extensions are required due to construction delays, delays in sales or lease of property, or some combination of these two factors.
Loan Concentration
Most of the Company’s business activities are with customers located in the predominantly Asian areas of Southern and Northern California; New York City, New York; Dallas and Houston, Texas; Seattle, Washington; Boston, Massachusetts; Chicago, Illinois, Edison, New Jersey; and Hong Kong.  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 March 31, 2012, and as of December 31, 2011.
The federal banking regulatory agencies issued final guidance on December 6, 2006, regarding risk management practices for financial institutions with high or increasing concentrations of commercial real estate ("CRE") loans on their balance sheets. The regulatory guidance reiterates the need for sound internal risk management practices for those institutions that have experienced rapid growth in CRE lending, have notable exposure to specific types of CRE, or are approaching or exceeding the supervisory criteria used to evaluate the CRE concentration risk, but the guidance is not to be construed as a limit for CRE exposure. The supervisory criteria are: (1) total reported loans for construction, land development, and other land represent 100% of the institution's total risk-based capital, and (2) both total CRE loans represent 300% or more of the institution's total risk-based capital and the institution's CRE loan portfolio has increased 50% or more within the last thirty-six months. Total loans for construction, land development, and other land represented 19% of total risk-based capital as of March 31, 2012, and 23% as of December 31, 2011.  Total CRE loans represented 216% of total risk-based capital as of March 31, 2012, and 236% as of December 31, 2011 and were below the Bank’s internal limit for CRE loans of 300% of total capital at both dates.
Allowance for Credit Losses
The Bank maintains the allowance for credit losses at a level that is considered adequate to absorb the estimated and known risks in the loan portfolio and off-balance sheet unfunded credit commitments.  Allowance for credit losses is comprised of the allowance for loan losses and the reserve for off-balance sheet unfunded credit commitments.  With this 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 credit losses in a timely manner.
50

In addition, the Bank’s Board of Directors has established a written credit policy that includes a  credit review and control system which it believes should be effective in ensuring that the Bank maintains an adequate allowance for credit losses.   The Board of Directors provides oversight for the allowance evaluation process, including quarterly evaluations, and determines whether the allowance is adequate to absorb losses in the credit portfolio.  The determination of the amount of the allowance for credit losses and the provision for credit 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 credit losses.   The nature of the process by which the Bank determines the appropriate allowance for credit losses requires the exercise of considerable judgment.   Additions to the allowance for credit losses are made by charges to the provision for credit losses.  While management utilizes its best judgment based on the 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 credit losses.   Recoveries of previously charged off amounts, if any, are credited to the allowance for credit 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 credit losses in future periods.
The allowance for loan losses was $194.7 million and the allowance for off-balance sheet unfunded credit commitments was $1.5 million at March 31, 2012, and represented the amount believed by management to be sufficient to absorb credit losses inherent in the loan portfolio, including unfunded commitments.  The allowance for credit losses, the sum of allowance for loan losses and for off-balance sheet unfunded credit commitments, was $196.2 million at March 31, 2012, compared to $208.3 million at December 31, 2011, a decrease of $12.1 million, or 5.8%.  The allowance for credit losses represented 2.84% of period-end gross loans, excluding loans held for sale, and 147.7% of non-performing portfolio loans at March 31, 2012.  The comparable ratios were 2.95% of period-end gross loans, excluding loans held for sale, and 100.2% of non-performing portfolio loans at December 31, 2011.  The following table sets forth information relating to the allowance for credit losses for the periods indicated:
51

For the three months ended
March 31, 2012
March 31, 2011
December 31, 2011
Allowance for Loan Losses
(Dollars in thousands)
Balance at beginning of period
$ 206,280 $ 245,231 $ 209,116
Provision for credit losses
(4,000 ) 6,000 2,000
Transfers from/(to) reserve for off-balance sheet credit commitments
593 163 (206 )
Charge-offs :
Commercial loans
(4,959 ) (1,378 ) (530 )
Construction loans-residential
(140 ) (2,885 ) (2,452 )
Construction loans-other
(735 ) (3,363 ) (654 )
Real estate loans
(8,927 ) (4,945 ) (3,208 )
Land loans
(74 ) (404 ) (46 )
Installment loans and other loans
(25 ) - -
Total charge-offs
(14,860 ) (12,975 ) (6,890 )
Recoveries:
Commercial loans
746 775 206
Construction loans-residential
1,899 660 141
Construction loans-other
1,658 227 36
Real estate loans
1,631 932 1,874
Land loans
793 5 3
Installment loans and other loans
3 12 -
Total recoveries
6,730 2,611 2,260
Balance at end of period
$ 194,743 $ 241,030 $ 206,280
Reserve for off-balance sheet credit commitments
Balance at beginning of period
$ 2,069 $ 2,337 $ 1,863
Provision/(reversal) for credit losses/transfers
(594 ) (163 ) 206
Balance at end of period
$ 1,475 $ 2,174 $ 2,069
Average loans outstanding during period ended (1)
$ 6,995,821 $ 6,896,220 $ 7,061,140
Total gross loans outstanding, at period-end (1)
$ 6,908,544 $ 6,894,311 $ 7,059,212
Total non-performing loans, at period-end (1)
$ 132,886 $ 274,498 $ 207,923
Ratio of net charge-offs to average loans outstanding during the period
0.47 % 0.61 % 0.26 %
Provision for loan losses to average loans outstanding during the period
-0.23 % 0.35 % 0.11 %
Allowance for loan losses to non-performing loans at period-end
146.55 % 87.81 % 99.21 %
Allowance for loan losses to gross loans at period-end
2.82 % 3.50 % 2.92 %
(1) Excludes loans held for sale at period end.
Our allowance for loan losses consists of the following:
Specific allowance: For impaired loans, we provide specific allowances for loans that are not collateral dependent based on an evaluation of the present value of the expected future cash flows discounted at the loan’s effective interest rate and for loans that are collateral dependent based on the fair value of the underlying collateral, which is determined based on the most recent valuation information received, which may be adjusted based on factors such as changes in market conditions from the time of valuation.  If the measure of the impaired loan is less than the recorded investment in the loan, the deficiency will be charged off against the allowance for loan losses or, alternatively, a specific allocation will be established.
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General allowance: The unclassified portfolio is segmented on a group basis. Segmentation is determined by loan type and common risk characteristics.  The non-impaired loans are grouped into 23 segments: two commercial segments, ten commercial real estate segments, three residential construction segments, three non-residential construction segments, one SBA segment, one installment loans segment, one residential mortgage segment, one equity lines of credit segment, and one overdrafts segment.  The allowance is provided for each segmented group based on the group’s historical loan loss experience aggregated based on loan risk classifications which takes into account the current financial condition of the borrowers and guarantors, the prevailing value of the underlying collateral if collateral dependent, charge-off history, management’s knowledge of the portfolio, general economic conditions, and environmental factors which include the trends in delinquency and non-accrual, and other significant factors, such as the national and local economy, volume and composition of the portfolio, strength of management and loan staff, underwriting standards, and concentration of credit. In addition, management reviews reports on past-due loans to ensure appropriate classifications.  During the first quarter of 2011, we combined the number of segments for construction loans from nine to two by consolidating the previous three geographic groups of East Coast, Texas and all other regions into one bankwide region in light of the convergence of credit quality for construction loans of the three separate regions, which increased the allowance for loan losses by $4.8 million.  During the first quarter of 2012, a minimum loss rate of 12.5% was assigned to loans graded Substandard if the minimum loss rate was higher than the loss rates calculated by the migration analysis.  This change increased the allowance for loan losses by $9.3 million.
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 average loans as of the dates indicated:
(Dollars in thousands)
March 31, 2012
December 31, 2011
Percentage of
Percentage of
Loans in Each
Loans in Each
Category
Category
to Average
to Average
Type of Loan:
Amount
Gross Loans
Amount
Gross Loans
Commercial loans
$ 60,391 26.5 % $ 65,658 23.9 %
Residential mortgage loans (1)
10,123 16.9 10,795 16.4
Commercial mortgage loans
106,186 52.9 108,021 54.9
Real estate construction loans
17,993 3.4 21,749 4.5
Installment and other loans
50 0.3 57 0.3
Total
$ 194,743 100 % $ 206,280 100 %
(1) Residential mortgage loans includes equity lines.
The allowance allocated to commercial loans was $60.4 million at March 31, 2012, compared to $65.7 million at December 31, 2011.  The decrease in the allowance allocated to commercial loans was primarily due to the decrease in classified commercial loans from $114.1 million at December 31, 2011 to $81.4 million at March 31, 2012.
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The allowance allocated to commercial mortgage loans decreased from $108.0 million at December 31, 2011, to $106.2 million at March 31, 2012, which was primarily due to the decrease in classified  commercial mortgage loans from $403.5 million at December 31, 2011 to $304.7 million at March 31, 2012.  The overall allowance for total commercial mortgage loans was 2.9% at March 31, 2012, and 2.9% at December 31, 2011.
The allowance allocated for construction loans decreased to $18.0 million, or 9.6%, of construction loans at March 31, 2012, compared to $21.7 million, or 9.2%, of construction loans at December 31, 2011, primarily due to the decrease in classified construction loans from $98.7 million at December 31, 2011 to $55.4 million at March 31, 2012.
Deposits
Total deposits were $7.4 billion at March 31, 2012, an increase of $130.6 million, or 1.8%, from $7.2 billion at December 31, 2011, primarily due to a $68.8 million, or 8.3%, increase in time deposits under $100,000, a $38.6 million, or 8.6%, increase in NOW deposits, and a $29.7 million, or 3.1% increase in money market deposits offset primarily by a $26.8 million, or 0.8%, decrease in time deposits of $100,000 or more.  The following table displays the deposit mix as of the dates indicated:
March 31, 2012
% of Total
December 31, 2011
% of Total
Deposits
(Dollars in thousands)
Non-interest-bearing demand
$ 1,080,209 14.7 % $ 1,074,718 14.9 %
NOW
490,173 6.7 451,541 6.2
Money market
981,237 13.3 951,516 13.2
Savings
434,899 5.9 420,030 5.8
Time deposits under $100,000
901,768 12.2 832,997 11.5
Time deposits of $100,000 or more
3,471,488 47.2 3,498,329 48.4
Total deposits
$ 7,359,774 100.0 % $ 7,229,131 100.0 %
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, and borrowings from other financial institutions.
Securities sold under agreements to repurchase were $1.4 billion with a weighted average rate of 4.14% at March 31, 2012, compared to $1.4 billion with a weighted average rate of 4.14% at December 31, 2011.  In May 2011, the Company prepaid a security sold under agreement to repurchase of $50 million with a rate of 4.83% and incurred a prepayment penalty of $1.7 million.  Fourteen floating-to-fixed rate agreements totaling $750.0 million have initial floating rates for a period of time ranging from six months to one year, with floating rates ranging from the three-month LIBOR minus 100 basis points to 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 counter parties have the right to terminate the transaction at par at the fixed rate reset date and quarterly thereafter. Thirteen fixed-to-floating rate agreements totaling $650.0 million have initial fixed rates ranging from 1.00% to 3.50% with initial fixed rate terms ranging from six months to 18 months.  For the remainder of the seven year term, the rates float at 8% minus the three-month LIBOR rate with a maximum rate ranging from 3.25% to 3.75% and minimum rate of 0.0%.  After the initial fixed rate term, the counter parties have the right to terminate the transaction at par at the floating rate reset date and quarterly thereafter. The table below provides summary data for long-term securities sold under agreements to repurchase as of March 31, 2012:
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(Dollars in millions)
Fixed-to-floating
Floating-to-fixed
Total
Callable
All callable at March 31, 2012
All callable at March 31, 2012
Rate type
Floating Rate
Fixed Rate
Rate index
8% minus 3 month LIBOR
Maximum rate
3.75 % 3.53 % 3.50 % 3.50 % 3.53 % 3.25 %
Minimum rate
0.0 % 0.0 % 0.0 % 0.0 % 0.0 % 0.0 %
No. of agreements
3 1 4 3 1 1 10 4 27
Amount
$ 150.0 $ 50.0 $ 200.0 $ 150.0 $ 50.0 $ 50.0 $ 550.0 $ 200.0 $ 1,400.0
Weighted average rate
3.75 % 3.53 % 3.50 % 3.50 % 3.53 % 3.25 % 4.54 % 5.00 % 4.14 %
Final maturity
2014 2014 2014 2015 2015 2015 2014 2017
These transactions are accounted for as collateralized financing transactions and recorded at the amounts at which the securities were sold. The Company may have to provide additional collateral for the repurchase agreements, as necessary.  The underlying collateral pledged for the repurchase agreements consists of U.S. Treasury securities, U.S. government agency security debt, and mortgage-backed securities with a fair value of $1.5 billion as of March 31, 2012, and $1.6 billion as of December 31, 2011.
There were no advances from the FHLB at March 31, 2012, compared to $225.0 million at December 31, 2011.  The Company prepaid advances from the FHLB of $100.0 million with a rate of 4.60% in the first quarter of 2012 compared to $200.0 million with a weighted average rate of 4.29% during the first quarter of 2011.  Prepayment penalties incurred were $2.8 million in the first quarter of 2012 compared to $8.8 million in the same quarter a year ago.
Long-term Debt

Long-term debt was $171.1 million at both March 31, 2012 and December 31, 2011.  Long-term debt is comprised of subordinated debt, which qualifies as Tier II capital for regulatory purposes, and Junior Subordinated Notes, which qualifies as Tier I capital for regulatory purposes, issued in connection with our various pooled trust preferred securities offerings.

Off-Balance-Sheet Arrangements and Contractual Obligations

The following table summarizes the Company’s contractual obligations to make future payments as of March 31, 2012.   Payments for deposits and borrowings do not include interest.   Payments related to leases are based on actual payments specified in the underlying contracts.

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.
Payment Due by Period
More than
3 years or
1 year but
more but
1 year
less than
less than
5 years
or less
3 years
5 years
or more
Total
(In thousands)
Contractual obligations:
Deposits with stated maturity dates
$ 3,924,594 $ 441,434 $ 7,228 $ - $ 4,373,256
Securities sold under agreements to repurchase (1)
- 1,150,000 250,000 - 1,400,000
Other borrowings
- - - 18,868 18,868
Long-term debt
- - - 171,136 171,136
Operating leases
5,772 8,291 3,236 149 17,448
Total contractual obligations and other commitments
$ 3,930,366 $ 1,599,725 $ 260,464 $ 190,153 $ 5,980,708
(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, one year, or 18 months for the 7-year term and one year for the 5-year and 10-year term.

In the normal course of business, we enter into various transactions, which, in accordance with U.S. generally accepted accounting principles, are not included in our consolidated balance sheets.   We enter into these transactions to meet the financing needs of our customers.  These transactions include commitments to extend credit and standby letters of credit, which involve, to varying degrees, elements of credit risk and interest rate risk in excess of the amounts recognized in the condensed consolidated balance sheets.

Loan Commitments .   We enter into contractual commitments to extend credit, normally with fixed expiration dates or termination clauses, at specified rates and for specific purposes.   Substantially all of our commitments to extend credit are contingent upon customers maintaining specific credit standards at the time of loan funding.  We minimize our exposure to loss under these commitments by subjecting them to credit approval and monitoring procedures.  Management assesses the credit risk associated with certain commitments to extend credit in determining the level of the allowance for credit losses.

Standby Letters of Credit .   Standby letters of credit are written conditional commitments issued by us to secure the obligations of a customer to a third party.  In the event the customer does not perform in accordance with the terms of an agreement with the third party, we would be required to fund the commitment.  The maximum potential amount of future payments we could be required to make is represented by the contractual amount of the commitment.  If the commitment is funded, we would be entitled to seek reimbursement from the customer.  Our policies generally require that standby letter of credit arrangements contain security and debt covenants similar to those contained in loan agreements.

Capital Resources

Total equity was $1.55 billion at March 31, 2012, an increase of $29.9 million, or 2.0%, from $1.52 billion at December 31, 2011.  The following table summarizes the activity in total equity:
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Three months ended
(In thousands)
March 31, 2012
Net income
$ 29,064
Proceeds from shares issued through the Dividend Reinvestment Plan
67
Proceeds from exercise of stock options
647
Tax short-fall from stock-based compensation expense
(466 )
Share-based compensation
546
Other comprehensive income
4,195
Preferred stock dividends
(3,376 )
Cash dividends paid to common stockholders
(787 )
Net increase in total equity
$ 29,890
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.
Both the Bancorp’s and the Bank’s regulatory capital continued to exceed the regulatory minimum requirements as of March 31, 2012.  In addition, the capital ratios of the Bank place it in the “well capitalized” category which is defined as institutions with a Tier 1 risk-based capital ratio equal to or greater than 6.0%, total risk-based capital ratio equal to or greater than 10.0%, and Tier 1 leverage capital ratio equal to or greater than 5.0%.
The following table presents Bancorp’s and the Bank’s capital and leverage ratios as of March 31, 2012, and December 31, 2011:
Cathay General Bancorp
Cathay Bank
March 31, 2012
December 31, 2011
March 31, 2012
December 31, 2011
(Dollars in thousands)
Balance
%
Balance
%
Balance
%
Balance
%
Tier 1 capital (to risk-weighted assets)
$ 1,345,263 16.71 $ 1,318,948 15.97 $ 1,320,668 16.42 $ 1,289,747 15.64
Tier 1 capital minimum requirement
322,055 4.00 330,355 4.00 321,658 4.00 329,928 4.00
Excess
$ 1,023,208 12.71 $ 988,593 11.97 $ 999,010 12.42 $ 959,819 11.64
Total capital (to risk-weighted assets)
$ 1,498,846 18.62 $ 1,474,496 17.85 $ 1,472,378 18.31 $ 1,444,165 17.51
Total capital minimum requirement
644,110 8.00 660,710 8.00 643,316 8.00 659,855 8.00
Excess
$ 854,736 10.62 $ 813,786 9.85 $ 829,062 10.31 $ 784,310 9.51
Tier 1 capital (to average assets)
– Leverage ratio
$ 1,345,263 13.14 $ 1,318,948 12.93 $ 1,320,668 12.91 $ 1,289,747 12.66
Minimum leverage requirement
409,576 4.00 408,146 4.00 409,082 4.00 407,643 4.00
Excess
$ 935,687 9.14 $ 910,802 8.93 $ 911,586 8.91 $ 882,104 8.66
Risk-weighted assets
$ 8,051,377 $ 8,258,878 $ 8,041,453 $ 8,248,190
Total average assets (1)
$ 10,239,401 $ 10,203,647 $ 10,227,054 $ 10,191,078
(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.
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Dividend Policy
Holders of common stock are entitled to dividends as and when declared by our board of directors out of funds legally available for the payment of dividends. Although we have historically paid cash dividends on our common stock, we are not required to do so. Commencing with the second quarter of 2009, our board of directors reduced our common stock dividend to $.08 per share and to $.01 per share thereafter. The amount of future dividends will depend on earnings, financial condition, capital requirements and other factors, and will be determined by our board of directors.  As discussed in the “Regulatory Matters” section below, we are to consult with our regulators before paying any dividends.  On November 17, 2010, the Federal Reserve issued guidance that bank holding companies participating in government capital programs still outstanding should not increase dividend payouts. There can be no assurance that our regulators will not object to the payment of such dividends. In our February 27, 2012 three-year capital and strategic plan submitted to our regulators, we indicated that, subject to regulatory approval, the Bank expects to pay a dividend of $23.9 million to Bancorp during the second quarter of 2012 to increase Bancorp’s cash balance to equal at least two years of Bancorp’s operating expenses and then additional quarterly dividends beginning in the third quarter of 2012 in an amount which would maintain cash balances at Bancorp equal to at least two years of Bancorp’s operating expenses.  The terms of our Fixed Rate Cumulative Perpetual Preferred Stock, Series B, and Junior Subordinated Notes also limit our ability to pay dividends on our common stock. If we are not current in our payment of dividends on our Series B Preferred Stock or in our payment of interest on our Junior Subordinated Notes, we may not pay dividends on our common stock.
The Company declared a cash dividend of $.01 per share for distribution to holders of our common stock on March 1, 2012, on 78,704,660 shares outstanding.  Total cash dividends of $787,000 were paid for the three months ended March 12, 2012.
Country Risk Exposures

The Company’s total assets were $10.6 billion and total foreign country risk net exposures were $734.1 million at March 31, 2012.  Total foreign country risk net exposures at March 31, 2012, were comprised primarily of $209.5 million from Hong Kong, $181.4 million from China, $141.4 million from England, $61.9 million from Australia, $60.0 million from France, $44.8 million from Switzerland, $16.1 million from Japan, and $11.1 million from Canada.  Risk is determined based on location of the borrowers, issuers, and counter parties.

All foreign country risk net exposures were to non-sovereign counterparties except $25.4 million due from the Hong Kong Monetary Authority at March 31, 2012.

Unfunded exposures were $24.3 million at March 31, 2012, and were comprised of primarily $24.0 million of unfunded loans to two financial institutions in China and a $200,000 of unfunded loan to a borrower in Taiwan.

Financial Derivatives
It is the policy of the Company not to speculate on the future direction of interest rates.  However, the Company enters into financial derivatives in order to seek mitigation of exposure to interest rate risks related to our interest-earning assets and interest-bearing liabilities.  We believe that these transactions, when properly structured and managed, may provide a hedge against inherent interest rate risk in the Company’s assets or liabilities and against risk in specific transactions.  In such instances, the Company may protect its position through the purchase or sale of interest rate futures contracts for a specific cash or interest rate risk position.  Other hedge transactions may be implemented using interest rate swaps, interest rate caps, floors, financial futures, forward rate agreements, and options on futures or bonds.  Prior to considering any hedging activities, we seek to analyze the costs and benefits of the hedge in comparison to other viable alternative strategies.  All hedges will require an assessment of basis risk and must be approved by the Bank’s Investment Committee.
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The Company follows ASC Topic 815 which established accounting and reporting standards for financial derivatives, including certain financial derivatives embedded in other contracts, and hedging activities. It requires the recognition of all financial derivatives as assets or liabilities in the Company’s condensed consolidated balance sheet and measurement of those financial derivatives at fair value. The accounting treatment of changes in fair value is dependent upon whether or not a financial derivative is designated as a hedge and, if so, the type of hedge.
As of March 31, 2012, and December 31, 2011, we had entered into five interest rate swap agreements with two major financial institutions in the notional amount of $300.0 million for a period of three years.  These interest rate swaps were not structured to hedge against inherent interest rate risks related to our interest-earning assets and interest-bearing liabilities.  At March 31, 2012, the Company paid a fixed rate at a weighted average of 1.95% and received a floating 3-month LIBOR rate at a weighted average of 0.48% on these agreements.  The net amount accrued on these interest rate swaps was recorded as a reduction to other non-interest income in the amount of $1.1 million for the first quarter of 2012 compared to $1.2 million in the same quarter a year ago.  At March 31, 2012, the Company recorded $1.8 million within other liabilities to recognize the negative fair value of these interest rate swaps compared to the $2.6 million negative fair value at December 31, 2011.
The Company enters into foreign exchange forward contracts and foreign currency option contracts with various counter parties to mitigate the risk of fluctuations in foreign currency exchange rates for foreign exchange certificates of deposit, foreign exchange contracts, or foreign currency option contracts entered into with our clients. These contracts are not designated as hedging instruments and are recorded at fair value in our condensed consolidated balance sheets. Changes in the fair value of these contracts as well as the related foreign exchange certificates of deposit, foreign exchange contracts or foreign currency option contracts are recognized immediately in net income as a component of non-interest income. Period end gross positive fair values are recorded in other assets and gross negative fair values are recorded in other liabilities.  At March 31, 2012, the notional amount of option contracts totaled $5.5 million with a net negative fair value of $23,000. Spot and forward contracts in the total notional amount of $159.2 million had a positive fair value of $1.7 million at March 31, 2012.  Spot and forward contracts in the total notional amount of $171.4 million had a negative fair value of $1.4 million at March 31, 2012. At December 31, 2011, the notional amount of option contracts totaled $4.3 million with a net positive fair value of $29,000.  Spot and forward contracts in the total notional amount of $238.6 million had a positive fair value, in the amount of $2.2 million, at December 31, 2011.  Spot and forward contracts in the total notional amount of $128.2 million had a negative fair value, in the amount of $486,000, at December 31, 2011.
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 FHLB.  At March 31, 2012, our liquidity ratio (defined as net cash plus short-term and marketable securities to net deposits and short-term liabilities) was 18.5% compared to 15.8% at December 31, 2011.
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The Bank is a shareholder of the FHLB of San Francisco, enabling it to have access to lower cost FHLB financing when necessary.  As of March 31, 2012, the Bank had an approved credit line with the FHLB of San Francisco totaling $1.54 billion, all of which was unused.  The Bank expects to be able to access this source of funding, if required, in the near term.  The Bank has pledged a portion of its commercial and real estate loans to the Federal Reserve Bank’s Discount Window under the Borrower-in-Custody program to secure these borrowings.  At March 31, 2012, the borrowing capacity under the Borrower-in-Custody program was $220.7 million.
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. At March 31, 2012, investment securities and trading securities totaled $2.54 billion, with $1.61 billion pledged as collateral for borrowings and other commitments. The remaining $928.0 million was available as additional liquidity or to be pledged as collateral for additional borrowings.
Approximately 90% of the Company’s time deposits mature within one year or less as of March 31, 2012.  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 run-off 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 the issuance of additional common stock and, to a lesser extent, proceeds from issuance of  Bancorp common stock through our Dividend Reinvestment Plan and exercise of stock options.  Dividends paid to the Bancorp by the Bank are subject to regulatory limitations and approval.  In light of the uncertain economic times and the regulatory considerations described under “Dividend Policy” and “Regulatory Matters,” the Bank did not pay a dividend to Bancorp during 2009, 2010 or 2011, but subject to regulatory approval, the Bank expects to pay a dividend of $23.9 million to Bancorp during the second quarter of 2012 to increase Bancorp’s cash balance, which was $16.0 million at March 31, 2012, to equal at least two years of Bancorp’s operating expenses as of June 30, 2012 and then additional quarterly dividends beginning in the third quarter of 2012 in an amount which would maintain cash balances at Bancorp equal to at least two years of Bancorp’s operating expenses.  The business activities of Bancorp consist primarily of the operation of the Bank and limited activities in other investments.

Regulatory Matters
On December 17, 2009, the Bancorp entered into a memorandum of understanding with the Federal Reserve Bank of San Francisco (FRB SF) under which we agreed that we will not, without the FRB SF’s prior written approval, (i) receive any dividends or any other form of payment or distribution representing a reduction of capital from the Bank, or (ii) declare or pay any dividends, make any payments on trust preferred securities, or make any other capital distributions.   We do not believe that this agreement regarding dividends from the Bank will have a material adverse effect on our operations.  We had retained a portion of the proceeds from our common stock offerings to be used, for among other things, payments of future dividends on our common and preferred stock and payments on trust preferred securities.  In our February 27, 2012 three-year capital and strategic plan submitted to our regulators, we indicated that, subject to regulatory approval, the Bank expects to pay a dividend of $23.9 million to Bancorp during the second quarter of 2012 to increase Bancorp’s cash balance to equal at least two years of Bancorp’s operating expenses and then additional quarterly dividends beginning in the third quarter of 2012 in an amount which would maintain cash balances at Bancorp equal to at least two years of Bancorp’s operating expenses.
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Under the memorandum, we also agreed to submit to the FRB SF for review and approval a plan to maintain sufficient capital at the Company on a consolidated basis and at the Bank, a dividend policy for the Bancorp, a plan to improve management of our liquidity position and funds management practices, and a liquidity policy and contingency funding plan for the Bancorp. As part of our compliance with the memorandum, on January 22, 2010, we submitted to the FRB SF a Three-Year Capital and Strategic Plan that updates a previously submitted plan and establishes, among other things, targets for our Tier 1 risk-based capital ratio, total risk-based capital ratio, Tier 1 leverage capital ratio, and tangible common risk-based ratio, each of which, where applicable, are above the minimum requirements for a well-capitalized institution. In addition, we agreed to notify the FRB SF prior to effecting certain changes to our senior executive officers and board of directors and we are limited and/or prohibited, in certain circumstances, in our ability to enter into contracts to pay and to make golden parachute severance and indemnification payments. We also agreed in the memorandum that we will not, without the prior written approval of the FRB SF, directly or indirectly, (i) incur, renew, increase or guaranty any debt, (ii) issue any trust preferred securities, or (iii) purchase, redeem, or otherwise acquire any of our stock. The target and actual capital levels of the Three-Year Capital and Strategic Plan submitted to the FRB SF, with any excess or deficiency of the actual over the target levels, are as follows as of March 31, 2012:
Tier 1 risk-based
Total risk-based
Tier 1 leverage
Tangible common
capital ratio
capital ratio
capital ratio
risk-based ratio *
Actual
16.71 % 18.62 % 13.14 % 11.97 %
Target Levels
11.50 % 13.50 % 9.50 % 5.00 %
Excess/(deficiency)
5.21 % 5.12 % 3.64 % 6.97 %
* Tier 1 risk-based capital excluding preferred stock, trust preferred stock and REIT preferred stock divided by total risk-weighted assets.
On March 1, 2010, the Bank entered into a memorandum of understanding with the Department of Financial Institutions (DFI) and the FDIC pursuant to which we are required to develop and implement, within specified time periods, plans satisfactory to the DFI and the FDIC to reduce commercial real estate concentrations, to enhance and to improve the quality of our stress testing of the Bank’s loan portfolio, and to revise our loan policy in connection therewith; to develop and adopt a strategic plan addressing improved profitability and capital ratios and to reduce the Bank’s overall risk profile; to develop and adopt a capital plan; to develop and implement a plan to improve asset quality, including the methodology for calculating the loss reserve allocation and evaluating its adequacy; and to develop and implement a plan to reduce dependence on wholesale funding. In addition, we are required to report our progress to the DFI and FDIC on a quarterly basis.  As part of our compliance with the Bank memorandum, on April 30, 2010, we submitted to the DFI and the FDIC a Three-Year Capital Plan that updated the Three-Year Capital and Strategic Plan previously submitted to the FRB SF on January 22, 2010 and established, among other things, targets for our Tier 1 risk-based capital ratio and total risk-based capital ratio, each of which are above the minimum requirements for a well-capitalized institution, and effective March 31, 2011, a target Tier 1 to total tangible assets ratio. The target and actual capital levels of the Three-Year Capital Plan submitted to the DFI and FDIC, and any excess or deficiency of the actual over target levels, are as follows as of March 31, 2012:
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Tier 1 risk-based
Total risk-based
Tier 1 Capital to total
capital ratio
capital ratio
tangible assets ratio
Actual
16.42 % 18.31 % 12.90 %
Target Levels
11.50 % 13.50 % 9.50 %
Excess/(deficiency)
4.92 % 4.81 % 3.40 %
Under the memorandum of understanding with the DFI and the FDIC, we are also subject to a restriction on dividends from the Bank to Bancorp, a requirement to maintain an adequate allowance for loan and lease losses, and restrictions on any new branches and business lines without prior approval.  We are currently required to notify the FDIC prior to effecting certain changes to our senior executive officers and board of directors and are limited and/or prohibited, in certain circumstances, in our ability to enter into contracts to pay and to make golden parachute severance and indemnification payments; and we are required to retain management and directors acceptable to the DFI and the FDIC.
The Bancorp and the Bank believe that they have taken appropriate steps to comply with the terms of their respective memorandums of understanding and we believe we are in compliance with the memoranda.  In particular, on January 21, 2010 the Board of Directors of the Bank appointed the Compliance Committee to review the Company’s management and governance and consider making recommendations based on such review and, on February 18, 2010, authorized the Company’s Audit Committee to oversee compliance with the two memoranda.  We do not believe that the memoranda or our compliance activities will have a material adverse effect on our operations or financial condition, including liquidity. If we fail to comply with the terms of the memoranda, that failure could lead to additional enforcement action by regulators that could have a material adverse effect on our operations or financial condition.
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 Company’s 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.
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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 rate 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 have established a tolerance level in our policy to define and limit net 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.
The table below shows the estimated impact of changes in interest rate on net interest income and market value of equity as of March 31, 2012:
Net Interest
Market Value
Income
of Equity
Change in Interest Rate (Basis Points)
Volatility (1)
Volatility (2)
+200
7.2 4.5
+100
2.5 2.6
-100
-0.3 -0.5
-200
-0.3 -1.1
(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.

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 13a-15(e) or 15d-15(e) under 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.
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There has not been any change in our internal control over financial reporting that occurred during the first fiscal quarter of 2012 that has materially affected, or are reasonably likely to materially affect, the Company’s 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 does not believe that any such litigation is expected to have a material adverse impact on the Company’s consolidated financial condition or results of operations.

Item 1A.         RISK FACTORS.

There is no material change in the risk factors as previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011, in response to Item 1A in Part I of Form 10-K.

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 (January 1, 2012 - January 31, 2012)
0
$0
0
622,500
Month #2 (February 1, 2012 - February 29, 2012)
0
$0
0
622,500
Month #3 (March 1, 2012 - March 31, 2012)
0
$0
0
622,500
Total
0
$0
0
622,500

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Item 3.                      DEFAULTS UPON SENIOR SECURITIES.

Not applicable.

Item 4.                      MINE SAFETY DISCLOSURES.

Not applicable.

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.

(v)
Exhibit 101.INS XBRL Instance Document **

(vi)
Exhibit 101.SCH XBRL Taxonomy Extension Schema Document**

(vii)
Exhibit 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document**

(viii)
Exhibit 101.DEF XBRL Taxonomy Extension Definition Linkbase Document**

(ix)
Exhibit 101.LAB XBRL Taxonomy Extension Label Linkbase Document**

(x)
Exhibit 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document**

____________________
*           Management contract or compensatory plan or arrangement.
** XBRL (Extensible Business Reporting Language) information shall not be deemed to be filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, shall not be deemed to be filed for purposes of section 18 of the Securities Exchange Act of 1934, and otherwise shall not be subject to liability under these sections, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, except as expressly set forth by specific reference in such filing.
65

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: May 8, 2012
/s/ Dunson K. Cheng
Dunson K. Cheng
Chairman, President, and
Chief Executive Officer

Date: May 8, 2012
/s/ Heng W. Chen
Heng W. Chen
Executive Vice President and
Chief Financial Officer
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