UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
or
Commission File Number 1-6887
BANK OF HAWAII CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
99-0148992
(State of incorporation)
(IRS Employer Identification No.)
130 Merchant Street, Honolulu, Hawaii
96813
(Address of principal executive offices)
(Zip Code)
1-(888)-643-3888
(Registrants telephone number, including area code)
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, and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date.
Common Stock, $.01 Par Value; outstanding at April 25, 2003 60,361,874 shares
Bank of Hawaii Corporation
Form 10-Q
INDEX
Page
Part I. Financial Information
Item 1.
Financial Statements (Unaudited)
Consolidated Statements of Income Three months ended March 31, 2003 and 2002
3
Consolidated Statements of Condition March 31, 2003, December 31, 2002, and March 31, 2002
4
Consolidated Statements of Shareholders Equity Three months ended March 31, 2003 and 2002
5
Consolidated Statements of Cash Flows Three months ended March 31, 2003 and 2002
6
Notes to Consolidated Financial Statements
7
Item 2.
Managements Discussion and Analysis of Financial Condition and Results of Operations
10
Item 3.
Quantitative and Qualitative Disclosure of Market Risk
32
Item 4.
Controls and Procedures
Part II. Other Information
Submission of Matters to a Vote of Shareholders
33
Item 6.
Exhibits and Reports on Form 8-K
Signatures
34
Certifications
35
2
Bank of Hawaii Corporation and Subsidiaries
Consolidated Statements of Income (Unaudited)
Three Months Ended
(dollars in thousands except per share amounts)
March 31, 2003
March 31, 2002
Interest Income
Interest and Fees on Loans and Leases
$
85,773
98,645
Income on Investment Securities Held to Maturity
2,283
5,145
Income on Investment Securities Available for Sale
22,463
27,193
Deposits
1,307
5,047
Funds Sold and Security Resale Agreements
764
1,003
Other
1,189
1,332
Total Interest Income
113,779
138,365
Interest Expense
14,447
23,978
Security Repurchase Agreements
2,242
10,293
Funds Purchased
205
231
Short-Term Borrowings
24
649
Long-Term Debt
5,861
8,319
Total Interest Expense
22,779
43,470
Net Interest Income
91,000
94,895
Provision for Loan and Lease Losses
8,292
Net Interest Income After Provision for Loan and Lease Losses
86,603
Non-Interest Income
Trust and Asset Management
13,190
14,818
Mortgage Banking
283
7,957
Service Charges on Deposit Accounts
8,950
8,410
Fees, Exchange, and Other Service Charges
12,980
12,452
Investment Securities Gains
583
Insurance
2,982
2,599
5,785
6,789
Total Non-Interest Income
44,753
53,025
Non-Interest Expense
Salaries
36,459
39,187
Pensions and Other Employee Benefits
9,970
9,996
Net Occupancy Expense
9,613
9,593
Net Equipment Expense
9,748
10,121
Restructuring and Other Related Costs
1,979
Information Technology Systems Replacement Project
7,417
16,993
20,547
Total Non-Interest Expense
90,200
91,423
Income Before Income Taxes
45,553
48,205
Provision for Income Taxes
15,752
17,149
Net Income
29,801
31,056
Basic Earnings Per Share
0.49
0.42
Diluted Earnings Per Share
0.47
0.41
Dividends Per Share
0.19
0.18
Basic Weighted Average Shares
61,294,460
73,312,573
Diluted Weighted Average Shares
63,535,609
75,199,181
See accompanying notes to the consolidated financial statements.
Consolidated Statements of Condition (Unaudited)
(dollars in thousands)
December 31, 2002
Assets
Interest-Bearing Deposits
157,067
549,978
1,347,611
Investment Securities Held to Maturity (Market Value of $180,043, $236,016 and $354,187, respectively)
175,600
229,720
344,723
Investment Securities Available for Sale
2,497,508
2,287,201
1,980,378
Funds Sold
175,000
195,000
135,000
Loans Held for Sale
47,269
40,118
99,773
Loans
5,565,371
5,359,004
5,601,580
Allowance for Loan and Lease Losses
(140,028
)
(142,853
(158,979
Net Loans
5,425,343
5,216,151
5,442,601
Total Earning Assets
8,477,787
8,518,168
9,350,086
Cash and Non-Interest Bearing Deposits
331,994
374,352
248,307
Premises and Equipment
170,696
176,969
192,291
Customers Acceptance Liability
1,372
2,680
1,007
Accrued Interest Receivable
36,845
36,722
40,940
Foreclosed Real Estate
9,097
9,434
19,181
Mortgage Servicing Rights
25,801
28,820
30,501
Goodwill
36,216
Other Assets
320,402
333,057
326,492
Total Assets
9,410,210
9,516,418
10,245,021
Liabilities
Domestic Deposits
Non-Interest Bearing Demand
1,714,601
1,719,633
1,592,955
Interest Bearing Demand
1,162,202
1,169,128
933,801
Savings
2,669,409
2,535,219
2,089,257
Time
1,416,860
1,461,780
1,807,015
Foreign Deposits
Time Due to Banks
276
1,130
42,261
Other Savings and Time
23,983
33,271
78,492
Total Deposits
6,987,331
6,920,161
6,543,781
Securities Sold Under Agreements to Repurchase
646,317
735,621
1,544,718
69,890
64,467
43,485
Current Maturities of Long-Term Debt
118,792
114,781
64,975
12,096
33,420
20,644
Bankers Acceptances Outstanding
Retirement Benefits Payable
62,091
61,385
37,055
Accrued Interest Payable
12,761
13,731
27,983
Taxes Payable
206,139
196,813
146,360
Other Liabilities
70,644
82,596
84,874
270,770
275,004
464,232
Total Liabilities
8,458,203
8,500,659
8,979,114
Shareholders Equity
Common Stock ($.01 par value); authorized 500,000,000 shares; issued / outstanding: March 2003 81,276,420 / 60,418,539; December 2002 81,294,730 / 63,015,442; March 2002 81,346,027 / 73,409,966
807
806
Capital Surplus
372,887
372,192
369,541
Accumulated Other Comprehensive Income
8,273
11,659
20,389
Retained Earnings
1,133,642
1,115,910
1,065,706
Deferred Stock Grants
74
(1,424
(4,933
Treasury Stock, at Cost (Shares: March 2003 20,857,881; December 2002 18,279,288; March 2002 7,936,061)
(563,676
(483,384
(185,602
Total Shareholders Equity
952,007
1,015,759
1,265,907
Total Liabilities and Shareholders Equity
Consolidated Statements of Shareholders Equity (Unaudited)
Total
Common Stock
Accum.
Other Comprehensive Income
Treasury Stock
Comprehensive Income
Balance at December 31, 2002
Other Comprehensive Income, Net of Tax:
Unrealized Gain on Investment Securities
(3,386
Total Comprehensive Income
26,415
Common Stock Issued
9,930
Profit Sharing Plan
216
245,213
Stock Option Plan
5,834
1,083
(507
(44
5,302
24,969
Dividend Reinvestment Plan
543
690
Directors Restricted Shares and Deferred Compensation Plan
(6
1
20
(27
(19,000)
Employees Restricted Shares
1,134
(408
1,542
Treasury Stock Purchased (2,856,600 shares)
(86,326
Cash Dividends Paid
(11,562
Balance at March 31, 2003
Balance at December 31, 2001
1,247,012
367,672
22,761
1,055,424
(7,637
(192,014
(1,913
Foreign Currency Translation Adjustment
(459
28,684
12,113
325
37
288
884,893
18,237
2,455
(7,595
746
22,631
27,454
731
77
(2
656
(114)
(16
(1
(15
(31,100)
1,259
(699
1,958
Treasury Stock Purchased (701,000 shares)
(17,148
(13,177
Balance at March 31, 2002
Consolidated Statements of Cash Flows (Unaudited)
Three Months ended March 31,
2003
2002
Operating Activities
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
Depreciation and Amortization
8,908
7,669
Amortization of Deferred Loan and Lease Fees
(8,433
(8,702
Amortization and Accretion of Investment Securities
9,185
4,756
Deferred Income Taxes
2,664
9,581
Investment Security Gains
(583
Proceeds From Sales of Loans Held for Sale
43,021
663,514
Originations of Loans Held for Sale
(50,172
(306,578
Net Change in Other Assets and Liabilities
12,252
(5,256
Net Cash Provided by Operating Activities
47,777
405,591
Investing Activities
Proceeds from Redemptions of Investment Securities Held to Maturity
65,912
56,201
Purchases of Investment Securities Held to Maturity
(11,772
(10,710
Proceeds from Sales and Redemptions of Investment Securities Available for Sale
528,496
245,744
Purchases of Investment Securities Available for Sale
(752,729
(232,089
Net Decrease (Increase) in Loans and Lease Financing
(200,759
55,952
Premises and Equipment, Net
(2,635
(3,789
Net Cash Provided (Used) by Investing Activities
(373,487
111,309
Financing Activities
Net Increase (Decrease) in Demand Deposits
(11,958
17,630
Net Increase in Savings Deposits
134,190
151,594
Net Decrease in Time Deposits
(44,920
(120,763
Net Decrease in Foreign Deposits
(10,142
(182,900
Repayments of Long-Term Debt
(223
(61,173
Net Decrease in Short-Term Borrowings
(105,205
(204,644
Proceeds from Issuance of Common Stock
6,587
19,277
Repurchase of Common Stock
Cash Dividends
Net Cash Used by Financing Activities
(129,559
(411,304
Effect of Exchange Rate Changes on Cash
Increase (Decrease) in Cash and Cash Equivalents
(455,269
105,137
Cash and Cash Equivalents at Beginning of Year
1,119,330
1,625,781
Cash and Cash Equivalents at End of Period
664,061
1,730,918
(Unaudited)
Note 1. Summary of Significant Accounting Policies
Bank of Hawaii Corporation (the Company) is a bank holding company providing a broad range of financial products and services to customers in Hawaii and the Pacific Islands (Guam, nearby islands and American Samoa). The Companys principal subsidiary is Bank of Hawaii (the Bank). All significant intercompany accounts and transactions have been eliminated in consolidation.
Basis of Presentation
The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, the consolidated financial statements reflect all normal recurring adjustments necessary for a fair presentation of the results for the interim periods.
Certain prior period amounts have been reclassified to conform to current period classifications.
These statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Companys 2002 Annual Report on Form 10-K. Operating results for the three months ended March 31, 2003 are not necessarily indicative of the results that may be expected for the year ending December 31, 2003.
Stock-Based Compensation
The Company accounts for its stock-based compensation plans in accordance with Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (APB No. 25) and related interpretations. As permitted by APB No. 25, stock-based employee compensation expense is generally not included in reported net income as all options granted had an exercise price equal to the market value of the underlying common stock on the date of grant. Over the last several years, new accounting standards were developed that permit fair value expense recognition of employee stock options. Under current guidance, there are three methods available for transition to the new accounting standards prospective, modified prospective and retroactive restatement. If the standards were adopted in the first quarter of 2003, each transition method would have a different impact on the Companys financial statements, including reductions in net income ranging from $0.3 million to $3.1 million for the three months ended March 31, 2003.
The following table illustrates the effect on net income and earnings per share if the Company had previously completed the transition and had fully applied these new accounting standards:
Three Months Ended March 31,
(dollars in thousands except per share and per option data)
Net Income, as reported
Add: Stock-Based Employee Compensation Expense included in reported Net Income, Net of Related Tax Effects
163
161
Deduct: Total Stock-Based Employee Compensation Expense Determined Under Fair Value Method For All Awards, Net of Related Tax Effects1
(3,103
(1,259
Pro Forma Net Income
26,861
29,958
Earnings Per Share:
Basic-as reported
Basic-pro forma1
0.44
Diluted-as reported
Diluted-pro forma1
0.40
Weighted Average Fair Value Per Option Granted During the Period1
8.26
7.97
Assumptions:
Average Risk Free Interest Rate
3.81
%
5.11
Average Expected Volatility
31.84
31.34
Expected Dividend Yield
3.08
3.16
Expected Life
6.7 years
6.5 years
Note 2. Information Technology Systems Replacement Project
In July 2002, the Company entered into contracts with Metavante Corporation to provide for technology services, including professional services to convert existing systems to Metavante systems in the third quarter of 2003. The costs incurred through March 31, 2003 and total expected costs in connection with the transition to this outsourcing arrangement are summarized below:
8
(dollars in millions)
Professional Fees
Employee Termination Benefits
Accelerated Depreciation
Other Associated Costs1
Costs Incurred:
Three Months Ended:
September 30, 2002
1.9
1.0
3.2
0.5
6.6
0.2
2.2
1.4
7.0
Year Ended December 31, 2002
5.1
1.2
5.4
13.6
Three Months Ended March 31, 2003
3.5
0.4
2.0
1.5
7.4
Total Costs Incurred
8.6
1.6
3.4
21.0
Total Expected Project Costs
13.1
5.9
9.2
7.3
35.5
Changes in related liability balances during the three months ended March 31, 2003 were as follows:
Liability Balance at December 31, 2002
0.1
0.3
Accruals
Payments
1.3
2.6
Liability Balance at March 31, 2003
2.3
0.7
Note 3. Business Segments
The information under the caption Business Segments in Managements Discussion and Analysis is incorporated herein by reference.
Note 4. Stock Compensation
The following revises the disclosure in the 2002 Annual Report on Form 10-K of the amount of options available for future grants under the Company Stock Option Plans:
As Reported
Revised
Options Available for Future Grants
Year Ended 2002
3,102,471
2,466,271
Year Ended 2001
5,170,277
4,442,077
9
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
Forward Looking Statements
This report contains forward-looking statements concerning a number of matters, including the expected level of loan loss provisioning, the projected efficiency ratio, the timing and number of share repurchases, anticipated costs and annual savings of our technology systems replacement project, value of stock option awards, normalization of deferred loan payments in Guam and Micronesia, the impact of interest rate changes on net interest income, and anticipated revenues and expenses in 2003 and beyond. We believe the assumptions underlying our forward-looking statements are reasonable. However, any of the assumptions could prove to be inaccurate and actual results may differ materially from those projected for a variety of reasons, including, but not limited to: 1) unanticipated changes in business and economic conditions, the competitive environment, fiscal and monetary policies, or legislation in Hawaii and the other markets we serve; 2) changes in our credit quality or risk profile which may increase or decrease the required level of allowance for loan and lease losses; 3) changes in market interest rates may deteriorate our credit markets and ability to maintain our net interest margin; 4) changes to the amount and timing of our proposed equity repurchases; 5) inability to achieve expected benefits of our technology systems replacement project and other business process changes due to adverse changes in implementation processes or costs, operational savings, or timing; 6) actions by the United States military and real or threatened terrorist activity affecting business conditions; and 7) adverse weather and other natural conditions impacting our and customers operations. We do not undertake any obligation to update any forward-looking statements to reflect later events or circumstances.
Highlights (Unaudited)
Table 1
Earnings Highlights and Performance Ratios
March 31, 20021
11,562
13,177
Return on Average Assets
1.31
1.21
Return on Average Equity
12.42
9.97
Net Interest Margin
4.29
3.92
Efficiency Ratio
66.44
61.81
Efficiency Ratio excluding ITSRP and Restructuring Costs
60.98
60.47
Statement of Condition Highlights and Performance Ratios
Book Value Per Common Share
15.76
17.24
Allowance / Loans Outstanding
2.52
2.84
Average Equity / Average Assets
10.53
12.13
Employees (FTE)
2,891
3,082
Branches and offices
91
104
Market Price Per Share of Common Stock for the Quarter Ended:
Closing
30.80
26.06
High
31.50
27.79
Low
29.25
23.79
ANALYSIS OF STATEMENT OF INCOME
Taxable-equivalent net interest income was $91.0 million for the first quarter of 2003, a decline of $3.9 million, or 4.1% from the comparable period in 2002. The decline in net interest income was mainly attributable to a lower interest rate environment and lower loan volume during 2003. The average prime rate for the quarter ended March 31, 2003 was 4.25% compared to 4.75% for the comparable quarter in the prior year. Average interest earning/yielding assets and liabilities declined 12.3% and 14.6%, respectively, in the first quarter of 2003 from the same quarter last year. The decrease in average balances was primarily due to utilization of excess liquidity for stock repurchases and debt repayments. The Companys net interest margin was 4.29% for the quarter ended March 31, 2003, a 37 basis point increase from the comparable period a year ago. Presented in Table 2 are average balances, yields earned, and rates paid for the three months ended March 31, 2003, December 31, 2002 and March 31, 2002. An analysis of changes in interest income is presented in Table 3 for the three months ended March 31, 2003 compared to the same quarter last year.
11
Consolidated Average Balances and Interest Rates Taxable Equivalent Basis (Unaudited)
Table 2
Three Months Ended1
Average Balance
Income/ Expense
Yield/ Rate
Yield/
Rate
Earning Assets
Interest Bearing Deposits
253.8
2.09
796.6
3.6
1.78
1,154.7
5.0
1.77
250.5
0.8
1.22
234.5
1.42
237.3
1.69
Investment Securities
Held-to-Maturity
202.0
4.61
4.98
368.7
5.2
5.66
Available for Sale
2,268.1
22.5
3.96
2,273.3
24.1
4.24
1,939.1
27.2
5.61
10.1
5.16
38.9
0.6
5.88
340.9
5.7
6.66
Net Loans and Lease Financing
Domestic
Commercial and Industrial
871.7
10.7
4.96
867.7
11.4
5.20
1,150.9
14.5
Construction
115.4
5.08
131.5
1.8
5.30
169.8
Commercial Mortgage
597.8
9.0
6.14
610.5
9.9
6.40
625.9
10.5
6.77
Residential Mortgage
2,249.0
37.7
6.70
2,212.6
38.5
6.97
2,394.0
42.8
7.15
Installment
501.9
12.6
10.21
443.3
11.5
10.38
390.6
11.0
11.46
Home Equity
434.5
5.28
422.2
5.50
347.9
5.3
6.22
Purchased Home Equity
180.2
5.78
Lease Financing
495.6
4.81
498.5
6.3
5.03
492.0
5.46
Total Domestic Loans
5,446.1
85.6
6.33
5,196.4
85.3
6.54
5,571.1
92.9
6.72
Foreign
14.7
14.0
14.3
1.71
Total Loans
5,460.8
6.32
5,210.4
6.52
5,585.4
93.0
6.71
74.6
6.47
78.7
6.62
88.4
6.12
8,519.9
113.8
5.38
8,886.2
118.9
5.33
9,714.5
138.4
5.73
Cash and Non-interest Bearing Deposits
331.6
305.2
304.0
391.5
363.4
398.3
9,243.0
9,554.8
10,416.8
Interest Bearing Liabilities
Demand
1,149.2
0.26
1,099.9
1.1
0.38
926.4
0.45
Savings
2,608.2
4.6
0.71
2,468.2
6.4
1.03
2,045.5
7.2
1.43
Time
1,443.3
9.1
2.55
1,501.1
2.66
1,891.0
14.8
3.17
Total Domestic Deposits
5,200.7
14.4
1.12
5,069.2
17.6
1.37
4,862.9
23.0
1.92
Time Due to Banks
2.9
118.7
Other Time and Savings
30.5
1.23
39.4
1.38
83.9
1.70
Total Foreign Deposits
31.5
1.11
42.3
1.29
202.6
1.93
Total Interest Bearing Deposits
5,232.2
5,111.5
17.7
5,065.5
24.0
649.8
2.5
1.54
1,053.5
1.90
1,738.8
11.2
2.61
390.4
5.8
6.09
389.9
6.05
538.2
8.3
6.27
Total Interest Bearing Liabilities
6,272.4
22.8
1.47
6,554.9
28.7
1.73
7,342.5
43.5
2.40
91.0
90.2
94.9
Interest Rate Spread
3.91
3.60
3.33
4.05
Non-Interest Bearing Demand Deposits (Domestic)
1,636.8
1,601.0
1,508.9
360.7
329.3
301.9
973.1
1,069.6
1,263.5
12
Analysis of Change in Net Interest Income Tax Equivalent Basis (Unaudited)
Table 3
Three Months Ended March 31, 2003 Compared to March 31, 20022
Volume1
Rate1
Change in Interest Income:
(4.5
(3.7
(0.3
(0.2
Investment Securities:
Held-to-Maturity
(2.1
(0.8
(2.9
Available for Sale
4.1
(8.8
(4.7
(1.1
(5.6
Commercial and Industrial
(3.4
(0.4
(3.8
Construction
(0.7
(0.1
Commercial Mortgage
(0.5
(1.0
(1.5
Residential Mortgage
(2.5
(2.6
(5.1
Installment
(1.3
Home Equity
(0.9
Purchased Home Equity
Lease Financing
Total Domestic
(7.1
(7.3
0.0
(7.4
Total Change in Interest Income
(17.2
(24.6
Change in Interest Expense:
Demand Deposits
Savings Deposits
(4.2
Time Deposits
(3.1
(5.7
(8.6
(0.6
(1.9
(7.6
(9.5
(5.3
(8.7
(2.3
Total Change in Interest Expense
(11.2
(20.7
Change in Net Interest Income
2.1
(6.0
(3.9
13
Consistent with the previous two quarters, no Provision for Loan and Lease Losses (the Provision) was recorded for the three months ended March 31, 2003. This resulted in a reduction in the Allowance for Loan and Lease Losses (the Allowance) equal to the amount of net charge-offs of $2.8 million. The Provision in the first quarter 2002 was equal to net charge-offs of $8.3 million. For further information on Credit Quality, refer to the section on Corporate Risk Profile.
Non-interest income was $44.8 million for the three months ended March 31, 2003, compared to $53.0 million for the comparable period in 2002.
The decline in trust and asset management income in the first quarter of 2003 of 11.0% from the same quarter of 2002 was primarily attributable to reduced fees resulting from declines in values of assets under administration.
Mortgage banking income decreased by 96.4% from the first quarter of 2002. The significant decrease was due to a reduction in gains on sales of mortgage loans resulting from the decision at the end of 2002 to hold the majority of first quarter 2003 mortgage originations in the portfolio rather than selling them in the secondary market. Additionally, mortgage banking income in the first quarter of 2002 included $4.4 million of recoveries in loan values following a market value adjustment at December 31, 2001.
Service charges on deposit accounts increased by 6.4% in the first quarter of 2003 compared to the same period last year mainly due to increased fees charged as a result of the lower interest rate environment and a larger account base as the result of deposit promotion programs.
Insurance income increased 14.7% from the same quarter of 2002 primarily due to an increase in contingent commission income.
Other operating income for the first quarter of 2003 declined 14.8% from the first quarter of 2002 primarily due to decreased annuity income, lease income and retail brokerage commissions.
Non-interest expense for the first quarter of 2003 was $90.2 million including $7.4 million in systems replacement costs. Non-interest expense for the first quarter of 2002 included net restructuring costs of $2.0 million. Excluding these items, non-interest expense was $82.8 million in the first quarter of 2003, a decrease of $6.7 million from the same quarter last year. Refer to Note 2 to the Consolidated Financial Statements for additional information on the systems replacement project.
Salaries and employee benefits expense decreased 7.0% in the first quarter of 2003 compared to the comparable period in 2002 mainly due to a 6.2% decrease in the number of employees.
Other operating expense decreased in the first quarter of 2003 from the same quarter in 2002 primarily due to a decline in other professional services and legal fees.
14
BALANCE SHEET ANALYSIS
Short-Term Interest Earning Assets
Short-term interest-earning assets, including interest-bearing deposits, securities purchased under agreements to resell and funds sold, totaled $332.1 million at March 31, 2003, compared to $745.0 million and $1.5 billion at December 31, 2002 and March 31, 2002, respectively. The decreases were mainly due to the redeployment of funds to purchase available for sale securities and to repurchase the Companys stock.
Investments
The Companys investment portfolio is managed in an effort to meet strategic asset/liability objectives, to provide both interest income and balance sheet liquidity and to collateralize customer deposits. Available-for-sale securities at March 31, 2003 were $2.5 billion, compared to $2.3 billion at December 31, 2002, and $2.0 billion at March 31, 2002. The 9.2% increase from year-end 2002 is attributable to the investment of excess liquidity. Securities held to maturity were $175.6 million at March 31, 2003, declining from $229.7 million at December 31, 2002 and $344.7 million at March 31, 2002. The decrease in held to maturity securities was largely due to maturities. At March 31, 2003 and December 31, 2002 investment securities with a book value of $1.1 billion and $2.1 billion, respectively, were pledged as collateral for repurchase agreements.
Loans held for sale, primarily residential mortgage loans, totaled $47.3 million at March 31, 2003, compared to $40.1 million at December 31, 2002, an increase of $7.2 million, and $99.8 million at March 31, 2002, a decrease of $52.5 million.
As of March 31, 2003, loans outstanding, excluding loans held for sale, increased to $5.6 billion from $5.4 billion at year-end 2002 and remained flat from March 31, 2002. The increase from December 31, 2002 was attributable to the increases in residential and commercial mortgages. Compared to March 31, 2002, the mix of loans has changed as the Company increased consumer loans and decreased commercial loans, including large borrower exposures.
Table 4 presents the composition of the loan portfolio by major loan categories and Table 5 presents the composition of consumer loans by geographic area.
15
Loan Portfolio Balances (Unaudited)
Table 4
Domestic Loans
Commercial
824.9
875.0
1,114.9
691.7
591.1
617.6
86.7
127.5
161.4
430.4
427.3
436.1
Total Commercial
2,033.7
2,020.9
2,330.0
Consumer
2,305.3
2,131.4
2,409.4
439.1
428.2
369.8
170.9
185.8
Other Consumer
518.5
493.3
389.5
33.8
34.5
37.9
Total Consumer
3,467.6
3,273.2
3,206.6
5,501.3
5,294.1
5,536.6
64.1
64.9
65.0
5,565.4
5,359.0
5,601.6
1 Certain 2002 information has been reclassified to conform to 2003 presentation.
Consumer Loans by Geographic Area
Table 5
Hawaii
2,100.0
1,921.4
2,200.3
429.7
419.2
360.6
442.3
448.2
298.6
Guam
200.5
202.9
205.1
9.4
44.1
54.1
U.S. Mainland
Other Pacific Islands
4.8
7.1
4.0
65.9
36.8
74.7
16
As of March 31, 2003, the Companys portfolio of residential loans serviced for third parties totaled $3.5 billion, a $0.4 billion and $0.5 billion decrease from December 31, 2002 and March 31, 2002, respectively. The carrying value of mortgage servicing rights amounted to $25.8 million at March 31, 2003, a $3.0 million and $4.7 million decrease from December 31, 2002 and March 31, 2002, respectively. The Company did not incur an impairment charge related to mortgage servicing rights in the first quarter of 2003. The prepayment speed of Hawaii mortgages continues to be less than national speeds.
As of March 31, 2003, deposits totaled $7.0 billion, a $0.1 billion increase from December 31, 2002 and a $0.4 billion increase from March 31, 2002. During the first quarter of 2003, the Company continued to experience growth in demand and savings deposits while continuing to manage its higher cost time deposits.
Borrowings
Short-term borrowings, including funds purchased, securities sold under agreements to repurchase commercial paper, and other short-term borrowings, totaled $0.7 billion at March 31, 2003, $0.8 billion at December 31, 2002 and $1.6 billion at March 31, 2002. The decline in short-term borrowings reflected the lower funding needs of the Company. Long-term debt at March 31, 2003 declined from December 31, 2002 and March 31, 2002 due to repayments and repurchases.
The Companys capital position remains strong. The 6.3% net reduction in capital from December 31, 2002 is attributable to the Companys common stock repurchase programs offset by earnings for the first quarter of 2003. A further discussion of the Companys capital is included in the Corporate Risk Profile section of this report.
17
BUSINESS SEGMENTS
The Companys business segments are defined as Retail Banking, Commercial Banking, Investment Services Group, and Treasury and Other Corporate. Business segment results are determined based on the Companys internal financial management reporting process and organizational structure. This process uses various techniques to assign balance sheet and income statement amounts to business segments, including allocations of overhead, the Provision and capital. This process is dynamic and requires certain allocations based on judgment and subjective factors. Unlike financial accounting, there is no comprehensive, authoritative guidance for management accounting that is equivalent to accounting principles generally accepted in the United States. The management accounting process measures the performance of the operating segments based on the management structure of the Company and is not necessarily comparable with similar information for any other financial institution.
The business segments are primarily managed with a focus on performance measures, including risk adjusted return on capital (RAROC) and net income after capital charge (NIACC). RAROC is the ratio of net income to risk-adjusted equity. Equity is allocated to each business segment based on an assessment of its inherent risk. NIACC is net income available to common shareholders less a charge for allocated capital. The cost of capital is determined by multiplying managements estimate of the shareholders minimum required rate of return on capital invested (11% for 2003 and 12% for 2002) by the segments allocated equity. The Company assumes a cost of capital that is equal to the long-term government bond rate plus an additional level of return for the average risk premium of an equity investment adjusted for the Companys market risk. The net interest income of the business segments reflects the results of a funds transfer pricing process that matches assets and liabilities with similar interest rate sensitivity and maturity characteristics and reflects the allocation of net interest income related to the Companys overall asset and liability management activities on a proportionate basis. The basis for the allocation of net interest income is a function of management decisions and assumptions which are subject to change based on changes in current interest rate and market conditions. The Provision charged to the Treasury and Other Corporate segment represents changes in the level of the Allowance. The Provision recorded in the Retail Banking, Commercial Banking, and Investment Services Group segments represents actual net charge-offs of these segments.
The financial results for the three months ended March 31, 2003 and 2002 are discussed below and are presented in Table 6. Segment information for 2002 has been reclassified to conform to the 2003 presentation.
Retail Banking
The Companys Retail Banking segment offers financial products and services to consumers and small businesses. Loan and lease products include residential mortgage loans, home equity lines of credit, automobile loans and leases, and installment loans. Deposit products include checking, savings and time deposit accounts. The Retail Banking segment also provides merchant services to its small business customers. Products and services from the Retail Banking segment are delivered to customers through 74 Hawaii branch locations and the largest network of bank ATMs in the State of Hawaii, e-bankoh (on-line banking service) and 24-hour telephone banking service.
Allocated net income for the Retail Banking segment increased by $3.0 million, or 18.6%, for the first quarter of 2003 compared to the first quarter of 2002. The Retail Banking segments NIACC increased by $2.1 million to $12.3 million for the first quarter of 2003. RAROC increased from 32% for the first quarter of 2002 to 36% for the first quarter of 2003. The improvement in these financial measures was primarily due to an increase in net interest income and decreases in non-interest expense and the Provision, partially offset by lower non-interest income. The increase in net interest income was primarily due to the lower interest rate environment in the first quarter of 2003 as compared to the first quarter of 2002, which resulted in a reduction of interest expense on deposit accounts. Also contributing to the increase in net interest income was the interest income earned on the home equity portfolio that was purchased in December 2002. Non-interest expense decreased by $5.5 million, or 11.8%, for the first quarter of 2003 compared to the first quarter of 2002, primarily due to reductions in technology spending, incentive compensation and lower marketing costs. The reduction in the Provision for the first quarter of 2003 as compared to the first quarter of 2002 reflects enhanced credit management and collections in the consumer portfolio. The decrease in non-interest income for the Retail Banking segment was primarily due to lower mortgage banking income, as a result of lower gains on sale and reduced net servicing income.
18
Commercial Banking
The Commercial Banking segment offers products including corporate banking and commercial real estate loans, lease financing, auto dealer financing, deposit and cash management products, and property and casualty insurance products. Lending, deposit and cash management services are offered to middle-market and large companies in Hawaii. Commercial real estate mortgages are focused on customers that include investors, developers and builders primarily domiciled in Hawaii. Lease financing targets commercial leasing transactions ranging between $5 million and $15 million. The Commercial Banking unit also serves customers through its 15 branches in the Pacific Islands and a representative office in Tokyo.
The Commercial Banking segments allocated net income increased by $4.6 million or 56.8% in the first quarter of 2003 compared to the first quarter of 2002. NIACC increased by $4.1 million and RAROC increased from 15% in the first quarter 2002 to 24% in the first quarter of 2003. The improvement in these financial measures is a result of an increase in net interest income along with decreases in the Provision and non-interest expense. The increase in net-interest income was driven by lower interest expense on deposits, partially offset by the decline in total loan and lease income due to lower volume. The decline in the Provision is a result of improved credit quality of the loan portfolios from first quarter 2002 to first quarter of 2003. Total non-interest expense declined by $2.4 million, or 9.7%, in the first quarter of 2003 as compared to the first quarter of 2002. The decrease in non-interest expense is a result of reduction in staffing levels as well as decreases in other direct expenses.
Investment Services Group
The Investment Services Group includes private banking, trust services, asset management, institutional investment advice, and retail brokerage. A significant portion of this segments income is derived from fees, which are generally based on the market values of assets under management. The private banking and personal trust group assists individuals and families in building and preserving their wealth by providing investment, credit, and trust expertise to high-net-worth individuals. The asset management group manages portfolios and creates investment products. Institutional sales and service offers investment advice to corporations, government entities, and foundations. Also included in the group is Bankoh Investment Services, Inc. a full service brokerage offering equities, mutual funds, and annuities.
Allocated net income for the Investment Services Group decreased by $0.8 million or 26.5% in first quarter of 2003 compared to first quarter of 2002. The Investment Services Groups NIACC decreased by $0.8 million to $0.6 million in first quarter of 2003 and RAROC decreased from 22% in the first quarter of 2002 to 16% in the first quarter of 2003. The decline in these financial measures was primarily due to a decrease in non-interest income, partially offset by an increase in net interest income. Net interest income increased $1.0 million, due to lower interest expense on deposits. Non-interest income declined $2.1 million from first quarter of 2002 to first quarter of 2003. This reduction was primarily due to the decrease in trust and asset management fee income as a result of declines in the market value of assets under management. The decrease in non-interest expense is primarily due to lower staffing levels.
19
Treasury and Other Corporate
The primary income earning component of this segment is Treasury, which consists of corporate asset and liability management activities including interest rate risk management and foreign exchange business. This segments assets and liabilities (and related net interest income) consist of interest bearing deposits, investment securities, federal funds sold and purchased, government deposits, and short and long-term borrowings. The primary source of foreign exchange income relates to customer driven currency requests from merchants and island visitors. The net residual effect of transfer pricing of assets and liabilities is included in Treasury, along with eliminations of inter-company transactions.
This segment also includes divisions that provide a wide-range of support (Technology and Operations, Human Resources, Finance and Legal, and Risk Management) to the other income earning segments. Expenses incurred by these support units are charged to the business segments through an internal cost allocation process. This segment also includes the expenses related directly to the systems replacement project. Direct systems replacement project expenses are not allocated to the Retail, Commercial and Investment Services Group segments.
Allocated net income for Treasury and Other Corporate decreased by $8.1 million in the first quarter of 2003 as compared to the first quarter of 2002. NIACC decreased $3.3 million to $(19.6) million from the first quarter of 2002 to the first quarter of 2003. The decrease in these measures was due to the decrease in net interest income and the recognition of the systems replacement project expenses during the first quarter of 2003. The decrease in allocated net income was partially offset by a negative Provision in the first quarter of 2003, the result of reducing the Allowance. Net interest income decreased mostly due to lower yields on the investment portfolio and short-term investments. The lower capital charge from the first quarter of 2002 to the first quarter of 2003 is due to the reduction of the Companys excess capital and related charge for this excess capital, as a result of the continuing share repurchase activity.
Business Segment Selected Financial Information (Unaudited)
Table 6
Consolidated Total
54,988
36,383
3,970
(4,341
(848
(2,151
2,999
54,140
34,232
(1,342
17,364
8,415
15,680
3,294
71,504
42,647
19,650
1,952
135,753
(23
(244
(6,567
(7,417
(40,846
(22,541
(15,904
(3,492
(82,783
30,075
20,083
3,502
(8,107
(11,128
(7,334
(1,296
4,006
(15,752
Allocated Net Income (Loss)
18,947
12,749
2,206
(4,101
Allowance Funding Value
(152
(1,141
(10
1,303
GAAP Provision
848
2,151
(2,999
Economic Provision
(2,708
(3,058
(132
(5,904
Tax Effect of Adjustments
744
758
53
629
2,184
Capital Charge
(5,403
(5,367
(1,517
(14,464
(26,751
Net Income (Loss) After Capital Charge (NIACC)
12,276
6,092
600
(19,638
(670
RAROC (ROE for the Company)
36
(4
)%
Total Assets at March 31, 2003
3,471,677
2,242,681
145,925
3,549,927
Three Months Ended March 31, 2002
49,556
35,630
3,001
6,708
(1,942
(6,510
160
(8,292
47,614
29,120
6,868
24,052
8,621
17,824
2,528
71,666
37,741
20,825
9,396
139,628
(1,979
(46,314
(24,955
(16,061
(2,114
(89,444
25,352
12,786
4,764
5,303
(9,380
(4,655
(1,763
(1,351
(17,149
Allocated Net Income
15,972
8,131
3,952
(267
(1,551
(7
1,825
1,942
6,510
(160
(2,504
(4,239
(127
(6,871
307
(266
50
(617
(526
(5,323
(6,559
(1,501
(21,366
(34,749
10,127
2,026
1,416
(16,367
(2,798
22
Total Assets at March 31, 2002
3,243,345
2,598,482
113,914
4,289,280
21
FOREIGN OPERATIONS
The countries in which the Company maintains its largest exposure on a cross-border basis include the United Kingdom, Japan, Netherlands, and Australia. Table 7 presents as of March 31, 2003, December 31, 2002, and March 31, 2002, a geographic distribution of the Companys cross-border assets for selected countries:
Geographic Distribution of Cross-Border International Assets (Unaudited)1
Table 7
Country
December 31, 20022
March 31, 20022
Australia
63.2
177.4
Canada
33.0
31.9
215.6
France
34.2
Germany
26.0
100.6
46.4
Japan
53.5
56.4
Netherlands
38.1
98.0
197.0
Singapore
100.1
Switzerland
99.3
United Kingdom
60.8
170.5
326.3
All Others
28.1
17.8
208.3
284.9
672.9
1,496.1
Because the U.S. dollar is used in the Pacific Island division locations (Guam and American Samoa, which are U.S. territories, and other nearby islands), these operations are not considered foreign for financial reporting purposes.
CORPORATE RISK PROFILE
Credit Risk
Credit Risk is defined as the risk that borrowers or counterparties will not be able to repay their obligations to the Company. Credit exposures reflect legally binding commitments for loans, leases, bankers acceptances, financial and standby letters of credit, and overnight overdrafts.
The Companys asset quality continued to improve as evidenced by lower levels of internally criticized loans and non-performing assets, and a positive trend in the level of net charge-offs. The Companys lower risk position relative to a year ago in the corporate portfolio reflects the execution of portfolio strategy to shift to lower risk industries as well as reduce large borrower concentrations, syndicated national credits, and exposure to the telecommunications industry. Management continues to monitor the portfolio in an effort to identify and disengage from any deteriorating credits as early as possible. In the Hawaii commercial portfolio, overall risk has been generally stable primarily due to the resiliency of the Hawaii economy. In the retail portfolios, enhanced credit management and collections have also produced lower net charge-off rates.
Although the Companys credit risk profile continues to improve overall, two components, airline/aircraft and Guam, continue to carry higher risk characteristics. Information about these components is summarized in Table 8.
Risk in the airline industry continues to remain high as the industry struggles with elevated cost structures, rising fuel costs, reduced travel, an uncertain geopolitical environment, and the possible need for U.S. government financial assistance. The risk of additional airline bankruptcies may place further downward pressure on aircraft values and lease rents. The increase in exposure to regional passenger carriers reflects a non-aircraft cash secured transaction.
In the Guam portfolio, which is materially dependent on tourism and military spending, economic stress continues which has been further complicated by both geopolitical uncertainties and a recent super typhoon. Already low Japan tourism has been further reduced.
The Guam hotel portfolio had $42.8 million in exposure at March 31, 2003, of which $31.2 million or 73% of that exposure was guaranteed by financial institutions or entities with limited exposure to tourism.
The largest syndicated loan outstanding is $27.3 million to a prominent Hawaii based hotel operator while the second largest is $26.8 million to a Hawaii shopping center operator. The 10 largest syndicated loans outstanding total $178 million centered in real estate, hospitality, and gaming. As of March 31, 2003, only one unfunded syndicated commitment, which had $6.1 million in exposure (less than 1% of total syndicated commitments), was internally classified.
Concentration of credit risk to certain industries and the amount of syndicated loan exposure are summarized in Table 8.
23
Selected Concentrations of Credit Exposure (Unaudited)
Table 8
Dec. 31, 2002
Mar. 31, 2002
Outstanding
Unused Commitments
Total Exposure1
Total Exposure
Air Transportation
Regional Passenger Carriers
12.3
58.7
57.3
59.8
United States Based Passenger Carriers
39.7
39.6
48.7
International Based Passenger Carriers
32.1
32.4
Cargo Carriers
15.0
Total Air Transportation
132.7
145.0
144.0
155.7
Hotels
44.4
Other Commercial
139.6
31.7
171.3
166.0
230.5
254.0
263.9
257.4
283.2
Total Guam
436.4
41.6
478.0
467.8
556.5
Syndicated Exposure
319.4
633.1
952.5
1,002.1
1,352.2
Non-Performing Assets
Non-performing assets (NPAs) were $44.2 million at the end of the first quarter 2003, a decline of $10.2 million or 18.8% from the end of the fourth quarter 2002. Compared to the same quarter last year, non-performing assets declined $46.5 million, or 51.3%. At March 31, 2003, the ratio of non-performing assets to total loans plus foreclosed assets and non-performing loans held for sale was 0.79%, down from 1.01% at December 31, 2002 and 1.61% at March 31, 2002. New non-performing assets during the quarter totaled $4.8 million. Loans that were returned to accrual and loans that were sold more than offset the amount of loan that was placed on non-accrual.
NPAs in Guam were $22.6 million at March 31, 2003, a decline of $3.3 million from the December 31, 2002 primarily due to the return to accrual of a single borrower. As a percent of total NPAs, Guam loans represented 51.1%, an increase from 47.7% in the prior quarter. The increase was due to improvement in other portfolio segments.
Non-accrual loans were $35.1 million at March 31, 2003, down $9.9 million from $45.0 million at December 31, 2002 and $28.6 million, or 44.9% from $63.7 million at March 31, 2002. Non-accrual loans as a percentage of total loans were 0.63% at March 31, 2003, down from 0.84% at the end of the previous quarter and down from 1.14% at the end of the comparable quarter last year.
Foreclosed assets were $9.1 million at the end of the first quarter of 2003, a decrease of $0.3 million from $9.4 million in the prior quarter and a decrease of $10.1 million from $19.2 million for the same period last year. The decline from the prior year was due primarily to the sale of a large parcel of foreclosed real estate in the fourth quarter of 2002.
Impaired loans at March 31, 2003 of $35.0 million increased $6.9 million from $41.9 million at December 31, 2002. These loans had a related Allowance that totaled $3.2 million at March 31, 2003, an increase of $1.1 million from the prior quarter. Compared to March 31, 2002, impaired loans decreased $50.3 million or 59.0% from $85.3 million. Prior year impaired loans had a related Allowance of $14.6 million.
Accruing loans past due 90 days or more were $4.3 million at March 31, 2003, an increase of $2.5 million from $1.8 million at December 31, 2002 and were flat from the same period of 2002. Of the total increase, $1.3 million was from installment loans, including $0.9 million that was due to a temporary delay in payment collections, domiciled in the Micronesia branches that were closed in the fourth quarter of 2002. An additional $0.2 million reflects residential payment deferrals in Guam following the typhoon. These are expected to normalize going forward. The remainder of the increase is centered in residential real estate in Hawaii. Despite this increase in delinquencies, residential real estate net charge-off rates are at their lowest levels in recent history.
For further information on non-performing assets refer to Table 9.
25
Consolidated Non-Performing Assets and Accruing Loans Past Due 90 Days or More (Unaudited)
Table 9
March 31,
December 31,
September 30, 20021
June 30, 20021
Non-Accrual Loans
2.4
27.4
17.9
20.3
18.1
25.3
15.1
0.9
6.9
4.4
23.5
30.8
31.1
47.3
47.9
13.9
14.2
15.3
11.6
14.6
15.8
Total Non-Accrual Loans
35.1
45.0
45.7
61.6
63.7
Non-Accrual Loans Held for Sale
7.8
17.2
19.2
Total Non-Performing Assets
44.2
54.4
63.3
78.8
90.7
Accruing Loans Past Due 90 Days or More
3.9
1.7
Total Accruing and Past Due
4.3
5,259.3
5,409.2
Ratio of Non-Accrual Loans to Total Loans
0.63
0.84
0.87
1.14
Ratio of Non-Performing Assets to Total Loans, Foreclosed Real Estate and Non-Performing Loans Held for Sale
0.79
1.01
1.20
1.45
1.61
Ratio of Non-Performing Assets and Accruing Loans
Past Due 90 Days or More to Total Loans
1.05
1.24
1.48
Quarter to Quarter Changes in Non-Performing Assets
Balance at Beginning of Quarter
79.7
Additions
12.0
20.5
36.4
Reductions
Payments and Sales of Loans
(6.9
(8.5
(20.6
(12.9
Return to Accrual
(9.1
(6.2
(6.3
Sales of Foreclosed Assets
(9.4
(1.4
(3.5
Charge-offs
(2.7
Total Reductions
(15.0
(20.9
(22.5
(32.4
(25.4
Balance at End of Quarter
26
The Company maintains an Allowance adequate to cover managements estimate of probable incurred credit losses in its lending portfolios based on a comprehensive quarterly analysis of historical loss experience supplemented by judgmental expectations of portfolio performance and economic conditions as of a given balance sheet date.
The Allowance at March 31, 2003 of $140.0 million decreased from $142.9 million at December 31, 2002, and $159.0 million at March 31, 2002. The current quarter and year-over-year decreases reflected improvements in credit quality and the estimated impact of current economic conditions on portfolio performance. The ratio of Allowance to total loans was 2.52%, a decrease from 2.67% at December 31, 2002 and from 2.84% for the comparable period in 2002. A summary of the activity for the Allowance is presented in Table 10.
Net charge-offs for the first quarter of 2003 were $2.8 million or 0.21% of total average loans (annualized), compared to $8.3 million or 0.60% of total average loans (annualized) for the comparable period in 2002. This improvement reflects managements execution of portfolio strategies in an effort to shift to lower risk industries, reduce large borrower concentrations and syndicated national credits, resiliency of the Hawaii economy, as well as enhanced credit management and collection process in the retail portfolios. First quarter 2003 charge-offs of $6.1 million were partially offset by recoveries of $3.3 million.
27
Consolidated Allowance for Loan and Lease Losses (Unaudited)
Table 10
Balance at Beginning of Period
142.9
154.5
159.0
Loans Charged-Off
(1.6
(2.0
(9.6
(2.8
Total Charge-Offs
(6.1
(13.1
Recoveries on Loans Previously Charged-Off
Total Recoveries
3.3
Net Loan Charge-Offs
(11.6
(8.3
Balance at End of Period2
140.0
Average Loans Outstanding
Ratio of Net Charge-Offs to Average Loans Outstanding (annualized)
0.21
0.88
0.60
Ratio of Allowance to Loans Outstanding
2.67
28
Market Risk
Market risk is the potential of loss arising from adverse changes in interest rates and prices. The Company is exposed to market risk as a consequence of the normal course of conducting its business activities. The Companys market risk management process involves measuring, monitoring, controlling and managing risks that can significantly impact the Companys financial position and operating results. In this management process, market risks are balanced with expected returns in an effort to enhance earnings performance and shareholder value, while limiting the volatility of each. The activities associated with these market risks are categorized into trading and other than trading.
The Companys trading activities include foreign currency and foreign exchange contracts that expose the Company to a minor degree of foreign currency risk. These transactions are executed on behalf of customers and for the Companys own account. The remaining exposure from foreign currency trading positions during the first quarter of 2003 was immaterial.
The Companys other than trading activities include normal business transactions that expose the Companys balance sheet to interest rate risk.
Interest Rate Risk
The Companys balance sheet is sensitive to changes in the general level of interest rates arising primarily from the Companys normal business activities of making loans and taking deposits. Many other factors also affect the Companys exposure to changes in interest rates, such as general economic and financial conditions, customer preferences, and historical pricing relationships and the monetary and fiscal policies of the United States and its agencies, particularly the Federal Reserve System.
Table 11 presents, as of March 31, 2003, December 31, 2002 and March 31, 2002, the estimate of the change in net interest income (the NII) that would result from a gradual 200 basis point increase or decrease in interest rates, moving in parallel fashion over the entire yield curve, over the next 12-month period, relative to the measured base case scenario for NII. The 200 basis point increase would equate to a $4.6 million increase in NII per quarter. The Companys balance sheet continues to be asset-sensitive. The resulting estimated NII exposure is within the guidelines approved by the Companys Asset Liability Management Committee.
Market Risk Exposure to Interest Rate Changes (Unaudited)
Table 11
Interest Rate Change (in basis points)
-200
+200
Estimated Exposure as a Percent of Net Interest Income
7.7
(3.3
In managing interest rate risk, the Company generally uses on-balance sheet transactions to manage its risk position. Approaches that are used to shift balance sheet mix or alter the interest rate characteristics of assets and liabilities include changing product pricing strategies and modifying investment portfolio strategies. The use of financial derivatives has been limited over the past several years.
29
Liquidity Management
Liquidity is managed in an effort to ensure that the Company has continuous access to sufficient, reasonably priced funding to conduct its business in a normal manner.
The Bank is a member of the Federal Home Loan Bank of Seattle (FHLB), which is a source of short and long-term funding. Outstanding borrowings from the FHLB were $26.5 million at March 31, 2003, compared to $42.5 million at December 31, 2002 and $91.5 million at March 31, 2002. In April 2003, the Bank entered into a commitment to borrow an additional $50.0 million during the second quarter of 2003 which will be used to replace other scheduled debt maturities. This borrowing will be for a 7 year term and will bear a 4% rate of interest.
Additionally, Bank of Hawaii maintains a $1 billion senior and subordinated bank note program. Under this facility, Bank of Hawaii may issue additional notes provided that at any time the aggregate amount outstanding does not exceed $1 billion. Subordinated notes outstanding under this bank note program totaled $125.0 million at March 31, 2003, December 31, 2002 and March 31, 2002.
Capital Management
The Company and the Bank are subject to regulatory capital requirements administered by the federal banking agencies. The Companys objective is to hold sufficient capital on a regulatory basis to exceed the minimum guidelines of a well-capitalized financial institution while over the long term optimize shareholder value, support asset growth, reflect risks inherent in its markets, provide protection against unforeseen losses and comply with regulatory requirements.
At March 31, 2003, the Companys shareholders equity totaled $952.0 million, a 6.3% net decrease from December 31, 2002. The decrease in shareholders equity during the first three months of 2003 was primarily attributable to the Companys repurchase of its common stock under the repurchase programs, offset by earnings for the first quarter of 2003.
During the first quarter of 2003, 2.9 million shares were repurchased at an average cost of $30.22 per share, totaling $86.3 million. As of March 31, 2003, the Company repurchased a total of 23.0 million shares under all share repurchase programs, totaling $614.2 million. Subsequent to March 31, 2003, 140.4 thousand shares where repurchased at an average cost of $31.87 per share for a total of $4.5 million through April 25, 2003, resulting in remaining buyback authority under the existing repurchase programs of $181.3 million.
The Companys regulatory capital ratios at March 31, 2003 exceeded the minimum threshold levels established by federal bank regulators to qualify an institution as well-capitalized, which are as follows: Tier 1 Capital 6%; Total Capital 10%; and Leverage 5%. The Companys regulatory capital ratios are shown on Table 12, along with the activities and balances in the Companys capital accounts. During the quarter, the Companys capital ratios and liquidity remained strong.
30
Regulatory Capital and Ratios (Unaudited)
Table 12
Year Ended
Regulatory Capital
952.0
1,015.8
1,265.9
Add: 8.25% Capital Securities of Bancorp
Hawaii Capital Trust I
31.4
94.6
Less: Goodwill
36.2
26.7
Unrealized Valuation and Other Adjustments
23.8
Tier I Capital
923.4
983.8
1,312.8
Allowable Reserve for Loan Losses
76.4
75.0
79.1
Subordinated Debt
124.8
124.7
148.4
Total Capital
1,124.6
1,183.5
1,540.3
Risk Weighted Assets
6,048.3
5,929.6
6,244.2
Key Capital Ratios
Average Equity/Average Assets Ratio
11.88
Tier I Capital Ratio
15.27
16.59
21.18
Total Capital Ratio
18.59
19.96
24.84
Leverage Ratio
10.03
10.34
12.64
31
Economic Outlook
The Hawaii economy remained relatively strong during the first quarter of 2003 and is forecast to remain healthy during the remainder of the year. The construction and real estate investment sectors continue to lead the Hawaii economy. Tourism, as measured by passenger arrivals, was up 4.1 percent in the first quarter of 2003 compared to the same quarter last year. The recent conflict in Iraq had minimal effects on Hawaii tourism. Unemployment in Hawaii declined to 3.0 percent during the quarter, about half the national unemployment level. Job growth in the state is projected to be approximately 2.0 percent for 2003 and real income is forecast to grow about 3.0 percent. Inflation expectations remain relatively low at 1.5 percent.
Earnings Outlook
The Companys previously published earnings guidance of $131 million in net income for the full year of 2003 remains unchanged. The efficiency ratio is expected to improve to 58% by the end of 2003. Based on current conditions, the Company does not expect to record a provision for loan losses in 2003. However, the actual amount of the provision for loan losses will depend on determinations of credit risk that will be made near the end of each quarter. In the second quarter of 2003, net income is expected to approximate that of the first quarter. Net interest income is expected to increase slightly, as is non-interest income due to the sale of mortgage loan originations. Systems replacement costs and other expenses will likely increase in the second quarter and then decline in the second half of 2003. System replacement costs are expected to be $10.2 million in the second quarter. Share repurchases are expected to continue to be made in a disciplined manner; however, second quarter 2003 repurchases may be less than those in the first quarter. Earnings per share and return on equity projections continue to be dependent upon the terms and timing of share repurchases.
Item 3. Quantitative and Qualitative Disclosures of Market Risk
See Managements Discussion and Analysis of Results of Operations and Financial Condition-Market Risk.
Item 4. Controls and Procedures
The Companys management, including the Chief Executive Officer and Chief Financial Officer, evaluated the Companys disclosure controls and procedures (as defined in Rule 13a 14(c) under the Securities and Exchange Act of 1934, as amended) within 90 days prior to the filing date of this quarterly report. Based on this evaluation the Chief Executive Officer and Chief Financial Officer concluded that the Companys disclosure controls and procedures are effective. There were no significant changes in internal controls that could significantly affect the disclosure controls and procedures since the date of the evaluation.
Items 1 to 3 and Item 5 omitted pursuant to instructions.
Item 4 Submission of Matters to a Vote of Shareholders
At the annual shareholders meeting held on April 25, 2003, the following matters were submitted to a vote of the shareholders.
Clinton R. Churchill
Votes cast for:
51,617,116
Votes cast against:
0
Votes withheld:
422,245
David A. Heenan
50,982,890
1,056,471
Michael E. ONeill
51,416,774
622,587
49,561,697
2,366,854
Votes abstained:
110,811
Item 6 Exhibits and Reports on Form 8-K
Exhibit Number
Statement Regarding Computation of Ratios
99
Certification
Current Report on Form 8-K dated January 27, 2003 and filed January 28, 2003 Item 5.
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.
Date
April 29, 2003
/s/ MICHAEL E. ONEILL
Chairman, Chief Executive Officer and President
/s/ ALLAN R. LANDON
Allan R. Landon
Vice Chairman, Treasurer and Chief Financial Officer
/s/ RICHARD C. KEENE
Richard C. Keene
Executive Vice President and Controller
CERTIFICATIONS
I, Michael E. ONeill, certify that:
Date: April 29, 2003
I, Allan R. Landon, certify that: