Form 8-K0001109242 False 0001109242 2024-07-23 2024-07-23 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
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): July 23, 2024
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.) |
900 Wilshire Boulevard, Suite 1250
Los Angeles, CA 90017
(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 July 23, 2024, Hanmi Financial Corporation (“Hanmi Financial”) issued a press release announcing its financial results for the quarter ended June 30, 2024. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K. In connection therewith, Hanmi Financial provided a supplemental presentation on its website at https://investors.hanmi.com. A copy of the supplemental presentation is attached hereto as Exhibit 99.2.
This information set forth under “Item 2.02. Results of Operations and Financial Condition,” including Exhibit 99.1 and 99.2 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.
(d) Exhibits
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; |
| | · | general economic and business conditions internationally, nationally and in those areas in which we operate, including any potential recessionary conditions; |
| | · | 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; |
| | · | inflation and fluctuations in interest rates that reduce our margins and yields, the fair value of financial instruments, the level of loan originations or prepayments on loans we have made and make, the level of loan sales and the cost we pay to retain and attract deposits and secure other types of funding; |
| | · | our ability to enter new markets successfully and capitalize on growth opportunities; |
| | · | the current or anticipated impact of military conflict, terrorism or other geopolitical events; |
| | · | the effect of potential future supervisory action against us or Hanmi Bank and our ability to address any issues raised in our regulatory exams; |
| | · | 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; |
| | · | risks associated with Small Business Administration loans; |
| | · | failure to attract or retain key employees; |
| | · | our ability to access cost-effective funding; |
| | · | changes in liquidity, including the size and composition of our deposit portfolio and the percentage of uninsured deposits in the portfolio; |
| | · | fluctuations in real estate values; |
| | · | changes in accounting policies and practices; |
| | · | changes in governmental regulation, including, but not limited to, any increase in FDIC insurance premiums and changes in the monetary policies of the U.S. Treasury and the Board of Governors of the Federal Reserve System; |
| | · | 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 and changes in the methodology for computing 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; and |
| | · | cyber security and fraud risks against our information technology and those of our third-party providers and vendors. |
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, 2023, 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: July 23, 2024 | By: | /s/ Bonita I. Lee |
| | | Bonita I. Lee |
| | | Chief Executive Officer |
| | | |
