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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM 8-K
_________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
January 26, 2021
HANMI
FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware |
000-30421 |
95-4788120 |
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
3660
Wilshire Boulevard, Penthouse Suite A
Los
Angeles, CA 90010
(Address of Principal Executive Offices) (Zip Code)
(213)
382-2200
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if
the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section
12(b) of the Act:
| Title of
each class |
Trading Symbol(s) |
Name of each
exchange on which registered |
| Common Stock, $0.001 par value |
HAFC |
Nasdaq
Global Select Market |
Indicate by check mark whether the
registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company,indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition.
On January 26, 2021, Hanmi Financial Corporation ("Hanmi Financial") issued a press release announcing its financial results for the
quarter and year ended December 31, 2020. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K.
This information set forth under "Item 2.02. Results of Operations and Financial Condition," including Exhibit 99.1 attached hereto,
shall not be deemed "filed" for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the "Exchange Act") or
otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities
Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
Item 9.01. Financial Statements and Exhibits.
Forward-Looking Statements
This report contains forward-looking statements,
which are included in accordance with the “safe harbor” provisions of the Private Securities Litigation Reform Act
of 1995. All statements other than statements of historical fact are “forward–looking statements” for purposes
of federal and state securities laws, including, but not limited to, statements about anticipated future operating and financial
performance, financial position and liquidity, business strategies, regulatory and competitive outlook, investment and expenditure
plans, capital and financing needs and availability, plans and objectives of management for future operations, developments regarding
our capital and strategic plans and other similar forecasts and statements of expectation and statements of assumption underlying
any of the foregoing. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,”
“should,” “could,” “expects,” “plans,” “intends,” “anticipates,”
“believes,” “estimates,” “predicts,” “potential,” or “continue,” or
the negative of such terms and other comparable terminology. Although we believe that our forward-looking statements to be reasonable,
we cannot guarantee future results, levels of activity, performance or achievements.
Forward-looking statements involve known
and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements
to differ from those expressed or implied by the forward-looking statements. These factors include the following:
| ● | a
failure to maintain adequate levels of capital and liquidity to support our operations; |
| ● | the
effect of potential future supervisory action against us or Hanmi Bank; |
| ● | our
ability to remediate any material weakness in our internal controls over financial reporting; |
| ● | general
economic and business conditions internationally, nationally and in those areas in which we operate; |
| ● | volatility
and deterioration in the credit and equity markets; |
| ● | changes
in consumer spending, borrowing and savings habits; |
| ● | availability
of capital from private and government sources; |
| ● | competition
for loans and deposits and failure to attract or retain loans and deposits; |
| ● | fluctuations
in interest rates and a decline in the level of our interest rate spread; |
| ● | risks
of natural disasters; |
| ● | a
failure in or breach of our operational or security systems or infrastructure, including cyberattacks; |
| ● | the
failure to maintain current technologies; |
| ● | our
inability to successfully implement future information technology enhancements; |
| ● | difficult
business and economic conditions that can adversely affect our industry and business, including competition and lack of soundness
of other financial institutions, fraudulent activity and negative publicity; |
| ● | risks
associated with Small Business Administration loans; |
| ● | failure
to attract or retain key employees; |
| ● | our
ability to access cost-effective funding; |
| ● | fluctuations
in real estate values; |
| ● | changes
in accounting policies and practices; |
| ● | the
imposition of tariffs or other domestic or international governmental policies impacting the value of the products of our borrowers; |
| ● | changes
in governmental regulation, including, but not limited to, any increase in FDIC insurance premiums; |
| ● | the
ability of Hanmi Bank to make distributions to Hanmi Financial Corporation, which is restricted by certain factors, including
Hanmi Bank’s retained earnings, net income, prior distributions made, and certain other financial tests; |
| ● | the
adequacy of our allowance for credit losses; |
| ● | our
credit quality and the effect of credit quality on our provision for loan losses and allowance for credit losses; |
| ● | changes
in the financial performance and/or condition of our borrowers and the ability of our borrowers to perform under the terms of
their loans and other terms of credit agreements; |
| ● | our
ability to control expenses; |
| ● | changes
in securities markets; and |
| ● | risks
as it relates to cyber security against our information technology and those of our third-party providers and vendors. |
Further, given its ongoing and dynamic
nature, it is difficult to predict the full impact of the COVID-19 outbreak on our business. The extent of such impact will
depend on future developments, which are highly uncertain, including when the coronavirus can be controlled and abated and whether
the gradual reopening of businesses will result in a meaningful increase in economic activity. As the result of the COVID-19 pandemic
and the related adverse local and national economic consequences, we could be subject to any of the following risks, any of which
could have a material, adverse effect on our business, financial condition, liquidity, and results of operations:
| ● | demand
for our products and services may decline; |
| ● | if
the economy is unable to substantially reopen, and high levels of unemployment continue for an extended period of time, loan delinquencies,
problem assets, and foreclosures may increase; |
| ● | collateral
for loans, especially real estate, may decline in value, which could cause loan losses to increase; |
| ● | our
allowance for credit losses may have to be increased if borrowers experience financial difficulties; |
| ● | a
worsening of business and economic conditions or in the financial markets could result in an impairment of certain intangible
assets, such as goodwill or our servicing assets; |
| ● | the
net worth and liquidity of loan guarantors may decline, impairing their ability to honor commitments to us; |
| ● | as
the result of the decline in the Federal Reserve Board’s target federal funds rate to near 0%, the yield on our assets may
continue to decline to a greater extent than the decline in our cost of interest-bearing liabilities; |
| ● | a
material decrease in net income or a net loss over several quarters could result in a decrease in the rate of our quarterly cash
dividend; |
| ● | litigation,
regulatory enforcement risk and reputation risk regarding our participation in the Paycheck Protection Program and the risk that
the Small Business Administration may not fund some or all PPP loan guaranties; |
| ● | our
cyber security risks are increased as the result of an increase in the number of employees working remotely; |
| ● | FDIC
premiums may increase if the agency experiences additional resolution costs; and |
| ● | the
unanticipated loss or unavailability of key employees due to the outbreak, which could harm our ability to operate our business
or execute our business strategy, especially as we may not be successful in finding and integrating suitable replacements. |
In addition, we set forth certain risks in our reports filed
with the U.S. Securities and Exchange Commission, including, Item 1A of our Annual Report on Form 10-K for the year ended December
31, 2019, our Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K that we will file hereafter, which could cause actual
results to differ from those projected. We undertake no obligation to update such forward-looking statements except as required
by law.
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 hereunto duly authorized.
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HANMI FINANCIAL CORPORATION |
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| Date: January 26, 2021 |
By: |
/s/ Bonita I. Lee |
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Bonita I. Lee |
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Chief Executive Officer |
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