UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code:
(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 | ||
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 7.01. | Regulation FD Disclosure. |
On June 8, 2022, Hanmi Financial Corporation (the “Company”), parent company of Hanmi Bank, made available and distributed to analysts and prospective investors a slide presentation. The presentation materials include information regarding the Company’s operating and growth strategies and financial performance. The slide presentation is furnished in this Current Report on Form 8-K, pursuant to this Item 7.01, as Exhibit 99.1, and is incorporated herein by reference.
This Current Report and the information included below and furnished as exhibits hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), nor shall it be incorporated by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing. The furnishing of the information in this Current Report is not intended to, and does not, constitute a determination or admission by the Company that the information in this report is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Company or any of its affiliates.
| Item 9.01. | Financial Statements and Exhibits. |
| Exhibit No. | Description | |
| 99.1 | Presentation | |
| 104 | The cover page from the Company’s Form 8-K, formatted in Inline XBRL. |
Forward-Looking Statements
This press release 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 our 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; |
| · | the effect of our rating under the Community Reinvestment Act and our ability to address any issues raised in our regulatory exams; |
| · | 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; |
| · | demographic changes; |
| · | competition for loans and deposits and failure to attract or retain loans and deposits; |
| · | inflation and fluctuations in interest rates and a decline in the level of our interest rate spread; |
| · | the current or anticipated impact of military conflict, terrorism or other geopolitical events; |
| · | risks of natural disasters; |
| · | legal proceedings and litigation brought against us; |
| · | a failure in or breach of our operational or security systems or infrastructure, including cyberattacks; |
| · | the failure to maintain current technologies; |
| · | the inability to successfully implement future information technology enhancements; |
| · | difficult business and economic conditions that can adversely affect our industry and business, including competition, 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; |
| · | strategic transactions we may enter into; |
| · | the adequacy of our allowance for credit losses; |
| · | our credit quality and the effect of credit quality on our credit losses expense 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 continuing impact of the COVID-19 pandemic on our business and results of operation. The extent of such impact will depend on future developments, which are highly uncertain, including when the coronavirus can be controlled and abated. As a 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 worsens, 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; |
| · | a material decrease in net income or a net loss over several quarters could result in the elimination or a decrease in the rate of our quarterly cash dividend; |
| · | 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, 2021, 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.
| HANMI FINANCIAL CORPORATION | |||
| Date: June 8, 2022 | By: | /s/ Bonita I. Lee | |
| Bonita I. Lee | |||
| Chief Executive Officer | |||