Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period ended June 30, 2019
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For transition period from to
Commission File Number 1-34403
TERRITORIAL BANCORP INC.
(Exact Name of Registrant as Specified in Charter)
Maryland
26-4674701
(State or Other Jurisdiction of Incorporation)
(I.R.S. Employer Identification No.)
1132 Bishop Street, Suite 2200, Honolulu, Hawaii
96813
(Address of Principal Executive Offices)
(Zip Code)
(808) 946-1400
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and formal fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading symbol
Name of each exchange on which registered
Common stock
TBNK
NASDAQ
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 ☒ No ☐.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐
Accelerated filer ☒
Non-accelerated filer ☐
Smaller reporting company ☒
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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒.
Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date: 9,671,850 shares of Common Stock, par value $0.01 per share, were issued and outstanding as of July 31, 2019.
Form 10-Q Quarterly Report
PART I
ITEM 1.
FINANCIAL STATEMENTS
ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 4.
CONTROLS AND PROCEDURES
PART II
LEGAL PROCEEDINGS
ITEM 1A.
RISK FACTORS
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
DEFAULTS UPON SENIOR SECURITIES
MINE SAFETY DISCLOSURES
ITEM 5.
OTHER INFORMATION
ITEM 6.
EXHIBITS
SIGNATURES
ITEM 1. FINANCIAL STATEMENTS
TERRITORIAL BANCORP INC. AND SUBSIDIARIES
Consolidated Balance Sheets (Unaudited)
(Dollars in thousands, except share data)
June 30,
December 31,
2019
2018
ASSETS
Cash and cash equivalents
$
41,528
47,063
Investment securities available for sale, at fair value
13,349
2,560
Investment securities held to maturity, at amortized cost (fair value of $356,321 and $364,922 at June 30, 2019 and December 31, 2018, respectively)
350,944
371,517
Loans held for sale
235
309
Loans receivable, net
1,598,476
1,574,714
Federal Home Loan Bank stock, at cost
8,303
8,093
Federal Reserve Bank stock, at cost
3,116
3,114
Accrued interest receivable
5,575
5,274
Premises and equipment, net
4,597
4,823
Right-of-use asset, net
11,622
—
Bank-owned life insurance
44,695
45,066
Deferred income tax assets, net
2,919
4,136
Prepaid expenses and other assets
2,538
2,537
Total assets
2,087,897
2,069,206
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Deposits
1,645,730
1,629,164
Advances from the Federal Home Loan Bank
145,500
142,200
Securities sold under agreements to repurchase
10,000
30,000
Accounts payable and accrued expenses
24,016
23,346
Lease liability
12,121
Income taxes payable
1,878
2,407
Advance payments by borrowers for taxes and insurance
6,880
7,010
Total liabilities
1,846,125
1,834,127
Stockholders’ Equity:
Preferred stock, $0.01 par value; authorized 50,000,000 shares, no shares issued or outstanding
Common stock, $0.01 par value; authorized 100,000,000 shares; issued and outstanding 9,664,793 and 9,645,955 shares at June 30, 2019 and December 31, 2018, respectively
97
Additional paid-in capital
64,335
65,090
Unearned ESOP shares
(4,649)
(4,893)
Retained earnings
189,189
182,594
Accumulated other comprehensive loss
(7,200)
(7,809)
Total stockholders’ equity
241,772
235,079
Total liabilities and stockholders’ equity
See accompanying notes to consolidated financial statements.
1
Consolidated Statements of Income (Unaudited)
(Dollars in thousands, except per share data)
Three Months Ended
Six Months Ended
Interest income:
Loans
16,003
14,884
31,611
29,791
Investment securities
2,847
3,122
5,718
6,251
Other investments
264
176
490
374
Total interest income
19,114
18,182
37,819
36,416
Interest expense:
3,514
2,690
6,738
5,141
897
459
1,452
878
41
126
131
251
Total interest expense
4,452
3,275
8,321
6,270
Net interest income
14,662
14,907
29,498
30,146
Provision (reversal of provision) for loan losses
(51)
60
(46)
69
Net interest income after provision (reversal of provision) for loan losses
14,713
14,847
29,544
30,077
Noninterest income:
Service fees on loan and deposit accounts
485
487
923
902
Income on bank-owned life insurance
210
216
417
431
Gain on sale of investment securities
70
45
2,787
Gain on sale of loans
10
6
53
Other
508
79
580
148
Total noninterest income
1,273
837
4,713
1,579
Noninterest expense:
Salaries and employee benefits
5,730
5,496
11,416
11,143
Occupancy
1,578
1,574
3,170
3,090
Equipment
1,018
997
2,111
1,939
Federal deposit insurance premiums
143
154
287
307
Other general and administrative expenses
1,042
1,153
2,301
2,288
Total noninterest expense
9,511
9,374
19,285
18,767
Income before income taxes
6,475
6,310
14,972
12,889
Income taxes
1,415
1,347
3,388
3,106
Net income
5,060
4,963
11,584
9,783
Basic earnings per share
0.55
0.54
1.26
1.05
Diluted earnings per share
0.53
1.24
1.03
Cash dividends declared per common share
0.32
0.30
0.50
Basic weighted-average shares outstanding
9,172,376
9,219,859
9,170,825
9,251,999
Diluted weighted-average shares outstanding
9,276,680
9,394,031
9,294,327
9,439,618
2
Consolidated Statements of Comprehensive Income (Unaudited)
(Dollars in thousands)
Change in unrealized gain or loss on securities, net of tax
119
(11)
609
(60)
Other comprehensive income (loss), net of tax
Comprehensive income
5,179
4,952
12,193
9,723
3
Consolidated Statements of Stockholders’ Equity (Unaudited)
Accumulated
Common
Additional
Unearned
Total
Shares
Paid-in
ESOP
Retained
Comprehensive
Stockholders’
Outstanding
Stock
Capital
Earnings
Loss
Equity
Balances at December 31, 2017
9,915,058
99
73,050
(5,383)
172,782
(5,694)
234,854
4,820
Other comprehensive loss
(49)
Reclassification of deferred taxes
1,135
(1,135)
Cash dividends declared ($0.20 per share)
(1,881)
Share-based compensation
67
Allocation of 12,233 ESOP shares
253
123
376
Repurchase of shares of common stock
(199,236)
(2)
(6,125)
(6,127)
Exercise of options for common stock
18,008
312
Balance at March 31, 2018
9,733,830
67,557
(5,260)
176,856
(6,878)
232,372
Cash dividends declared ($0.30 per share)
(2,775)
3,201
68
122
373
(38,334)
(1,177)
51,000
885
886
Balances at June 30, 2018
9,749,697
98
67,584
(5,138)
179,044
(6,889)
234,699
4
Balances at December 31, 2018
9,645,955
6,524
Other comprehensive income
Adoption of lease accounting standard
(10)
Cash dividends declared ($0.22 per share)
(2,024)
3,340
86
211
333
(107,660)
(1)
(2,933)
(2,934)
74,560
1,294
Balance at March 31, 2019
9,616,195
96
63,748
(4,771)
187,084
(7,319)
238,838
Cash dividends declared ($0.32 per share)
(2,955)
285
223
345
(62,213)
(1,788)
(1,789)
107,610
1,867
1,869
Balances at June 30, 2019
9,664,793
5
Consolidated Statements of Cash Flows (Unaudited)
Cash flows from operating activities:
Adjustments to reconcile net income to net cash from operating activities:
(Reversal of provision) provision for loan losses
Depreciation and amortization
582
630
Deferred income tax expense
996
421
Amortization of fees, discounts, and premiums, net
(234)
(235)
Amortization of right-of-use asset
1,386
Origination of loans held for sale
(2,477)
(6,612)
Proceeds from sales of loans held for sale
2,557
7,068
Gain on sale of loans, net
(6)
(53)
Net gain on sale of real estate owned
(4)
Gain on sale of investment securities available for sale
(30)
Gain on sale of investment securities held to maturity
(2,757)
(45)
ESOP expense
678
749
Share-based compensation expense
371
135
Increase in accrued interest receivable
(301)
Net increase in bank-owned life insurance
(417)
(430)
Net decrease (increase) in prepaid expenses and other assets
(71)
Net increase (decrease) in accounts payable and accrued expenses
114
(2,963)
Net decrease in lease liability
(1,365)
Net (decrease) increase in advance payments by borrowers for taxes and insurance
(130)
76
Net decrease in income taxes receivable
375
Net decrease in income taxes payable
(529)
(24)
Net cash from operating activities
10,098
8,816
Cash flows from investing activities:
Purchases of investment securities held to maturity
(7,845)
(14,983)
Principal repayments on investment securities held to maturity
16,294
23,188
Principal repayments on investment securities available for sale
660
106
Proceeds from sale of investment securities held to maturity
3,527
4,462
Proceeds from sale of investment securities available for sale
809
Loan originations, net of principal repayments on loans receivable
(23,526)
(47,315)
Purchases of Federal Home Loan Bank stock
(12,226)
(2,672)
Proceeds from redemption of Federal Home Loan Bank stock
12,016
3,288
Purchases of Federal Reserve Bank stock
(3)
Proceeds from bank-owned life insurance
788
Proceeds from sale of real estate owned
50
Purchases of premises and equipment
(356)
(271)
Net cash from investing activities
(9,861)
(34,150)
(Continued)
Cash flows from financing activities:
Net increase in deposits
16,566
49,888
Proceeds from advances from the Federal Home Loan Bank
303,700
53,000
Repayments of advances from the Federal Home Loan Bank
(300,400)
(72,200)
Repayments of securities sold under agreements to repurchase
(20,000)
Repurchases of common stock
(1,596)
(6,106)
Cash dividends paid
(4,042)
(3,665)
Net cash from financing activities
(5,772)
20,917
Net decrease in cash and cash equivalents
(5,535)
(4,417)
Cash and cash equivalents at beginning of the period
32,089
Cash and cash equivalents at end of the period
27,672
Supplemental disclosure of cash flow information:
Cash paid for:
Interest on deposits and borrowings
7,916
2,921
2,334
Supplemental disclosure of noncash investing and financing activities:
Company stock acquired through stock swap and net settlement transactions
3,040
1,198
Company stock acquired, not yet settled
Company stock repurchased through swap and net settlement transactions
3,127
Loans transferred to real estate owned
46
Dividends declared, not yet paid
937
991
Establishment of right-of-use asset
13,008
Establishment of lease liability
13,486
Transfer of securities from held-to-maturity to available-for-sale
11,390
7
Notes to Consolidated Financial Statements
(Unaudited)
(1) Basis of Presentation
The accompanying unaudited consolidated financial statements of Territorial Bancorp Inc. (the Company) have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. These interim condensed consolidated financial statements and notes should be read in conjunction with the Company’s consolidated financial statements and notes thereto filed as part of the Annual Report on Form 10-K for the year ended December 31, 2018. In the opinion of management, all adjustments necessary for a fair presentation have been made and consist only of normal recurring adjustments. Interim results of operations are not necessarily indicative of results to be expected for the year.
.
(2) Organization
In 2009, Territorial Savings Bank completed a conversion from a mutual holding company to a stock holding company. As part of the conversion, Territorial Mutual Holding Company and Territorial Savings Group, Inc., the former holding companies for Territorial Savings Bank, ceased to exist as separate legal entities, and Territorial Bancorp Inc. became the holding company for Territorial Savings Bank. Upon completion of the conversion and reorganization, a special “liquidation account” was established in an amount equal to the total equity of Territorial Mutual Holding Company as of December 31, 2008. The liquidation account is to provide eligible account holders and supplemental eligible account holders who maintain their deposit accounts with Territorial Savings Bank after the conversion with a liquidation interest in the unlikely event of the complete liquidation of Territorial Savings Bank after the conversion.
In 2014, Territorial Savings Bank converted from a federal savings bank to a Hawaii state-chartered savings bank and became a member of the Federal Reserve System.
(3) Recently Issued Accounting Pronouncements
In February 2016, the Financial Accounting Standards Board (FASB) amended the Leases topic of the FASB Accounting Standards Codification (ASC). The primary effects of the amendment are to recognize lease assets and lease liabilities on the balance sheet and to disclose certain information about leasing arrangements. The amendment is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company has several lease agreements for branch locations and equipment that require recognition on the consolidated balance sheets upon adoption of the amendment. The Company adopted this amendment as of January 1, 2019, by recording a right-of-use asset of $12.7 million and a lease liability of $13.2 million.
In June 2016, the FASB amended various sections of the FASB ASC related to the accounting for credit losses on financial instruments. The amendment changes the threshold for recognizing losses from a “probable” to an “expected” model. The new model is referred to as the current expected credit loss model and applies to loans, leases, held-to-maturity investments, loan commitments and financial guarantees. The amendment requires the measurement of all expected credit losses for financial assets as of the reporting date (including historical experience, current conditions and reasonable and supportable forecasts) and enhanced disclosures that will help financial statement users understand the estimates and judgments used in estimating credit losses and evaluating the credit quality of an organization’s portfolio. The amendment is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. On July 17, 2019, the FASB proposed that the effective date of the amendment for smaller reporting companies, as defined by the Securities and Exchange Commission, be delayed to fiscal years beginning after December 15, 2022. The Company is considered to be a smaller reporting company. The Company will apply the amendment’s provisions as a cumulative-effect adjustment to retained earnings at the beginning of the first period the amendment is effective. The Company is currently evaluating the effects that the adoption of this amendment will have on its consolidated financial statements by gathering the information that is necessary to make the calculations required by the
8
amendment. This may result in increased credit losses on financial instruments recorded in the consolidated financial statements.
In August 2017, the FASB amended the Derivatives and Hedging topic of the FASB ASC. The primary focus of the amendment is to simplify hedge accounting and make the results of hedge transactions in the financial statements easier to understand. An ancillary result of the amendment is that an entity may make a one-time transfer of certain securities from the held-to-maturity classification to the available-for-sale classification. The amendment is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company does not engage in hedging activities. However, it has elected to transfer $11.1 million of held-to-maturity securities to the available-for-sale classification as of January 1, 2019, and has recorded an unrecognized gain of $304,000, net of taxes, to other comprehensive income.
In August 2018, the FASB amended the Fair Value Measurement topic of the FASB ASC. The amendment affects disclosures only, and includes additions, deletions and modifications of the disclosures of assets and liabilities reported in the fair value hierarchy. The amendment is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted. Entities are allowed to early adopt any removed or modified disclosures while delaying adoption of any added disclosures until the effective date. The Company does not expect the adoption of this amendment to have a material effect on its consolidated financial statements.
In August 2018, the FASB amended the Compensation – Retirement Benefits topic of the FASB ASC. The amendment affects disclosures related to defined benefit pension or other post retirement plans and includes additions, deletions and clarifications of disclosures. The amendment is effective for fiscal years ending after December 15, 2020, with early adoption permitted. The Company does not expect the adoption of this amendment to have a material effect on its consolidated financial statements.
(4) Cash and Cash Equivalents
The table below presents the balances of cash and cash equivalents:
Cash and due from banks
9,877
9,771
Interest-earning deposits in other banks
31,651
37,292
Interest-earning deposits in other banks consist primarily of deposits at the Federal Reserve Bank of San Francisco.
9
(5) Investment Securities
The amortized cost and fair values of investment securities are as follows:
Amortized
Gross Unrealized
Estimated
Cost
Gains
Losses
Fair Value
June 30, 2019:
Available-for-sale:
U.S. government-sponsored mortgage-backed securities
12,606
743
Held-to-maturity:
6,500
(1,123)
356,321
December 31, 2018:
2,644
(84)
371,442
2,056
(9,279)
364,219
Trust preferred securities
75
628
703
2,684
364,922
The amortized cost and estimated fair value of investment securities by maturity date at June 30, 2019 are shown below. Incorporated in the maturity schedule are mortgage-backed securities, which are allocated using the contractual maturity as a basis. Expected maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties.
Due within 5 years
Due after 5 years through 10 years
Due after 10 years
350,876
356,251
Realized gains and losses and the proceeds from sales of held-to-maturity and available-for-sale securities are shown in the table below.
Proceeds from sales
1,595
4,336
Gross gains
Gross losses
During the six months ended June 30, 2019, the Company sold its investment in its trust preferred security, PreTSL XXIII, and mortgage-backed securities. The sale of the trust preferred security, which had a significant deterioration in the issuer’s credit rating, and the sale of the mortgage-backed securities, for which the Company had already collected a substantial portion of the outstanding purchased principal (at least 85%), were in accordance with the Investments – Debt and Equity Securities topic of the FASB ASC and do not taint management’s assertion of its intent to hold the remaining securities in the held-to-maturity portfolio to maturity.
As of January 1, 2019, the Company transferred securities with an amortized cost of $11.4 million from held-to-maturity to available-for-sale with the adoption of ASU 2017-12 on derivatives and hedging.
Investment securities with amortized costs of $193.6 million and $308.8 million at June 30, 2019 and December 31, 2018, respectively, were pledged to secure deposits made by state and local governments, securities sold under agreements to repurchase and transaction clearing accounts.
Provided below is a summary of investment securities which were in an unrealized loss position at June 30, 2019 and December 31, 2018. The Company does not intend to sell held-to-maturity and available-for-sale securities until such time as the value recovers or the securities mature and it is not more likely than not that the Company will be required to sell the securities prior to recovery of value or the securities mature.
Less Than 12 Months
12 Months or Longer
Unrealized
Number of
Description of securities
Securities
106,894
38
57,154
(254)
220,338
(9,025)
81
277,492
Mortgage-Backed Securities. The unrealized losses on the Company’s investment in mortgage-backed securities were caused by increases in market interest rates subsequent to purchase. All of the mortgage-backed securities are guaranteed by Freddie Mac or Fannie Mae, which are U.S. government-sponsored enterprises, or Ginnie Mae, which is a U.S. government agency. Since the decline in market value is attributable to changes in interest rates and not credit
11
quality, and the Company does not intend to sell these investments until maturity and it is not more likely than not that the Company will be required to sell such investments prior to recovery of its cost basis, the Company does not consider these investments to be other-than-temporarily impaired as of June 30, 2019 and December 31, 2018.
(6) Loans Receivable and Allowance for Loan Losses
The components of loans receivable are as follows:
Real estate loans:
First mortgages:
One- to four-family residential
1,554,982
1,531,149
Multi-family residential
12,725
12,151
Construction, commercial and other
19,066
20,780
Home equity loans and lines of credit
10,804
11,090
Total real estate loans
1,597,577
1,575,170
Other loans:
Loans on deposit accounts
339
357
Consumer and other loans
6,070
4,939
Total other loans
6,409
5,296
Less:
Net unearned fees and discounts
(2,894)
(3,110)
Allowance for loan losses
(2,616)
(2,642)
Total unearned fees, discounts and allowance for loan losses
(5,510)
(5,752)
The table below presents the activity in the allowance for loan losses by portfolio segment:
Construction,
Home
Commercial
and Other
Loans and
Residential
Mortgage
Lines of
Consumer
Credit
Unallocated
Totals
Three months ended June 30, 2019:
Balance, beginning of period
1,800
454
359
2,659
(31)
(43)
(9)
32
1,769
411
36
391
2,608
Charge-offs
Recoveries
17
Net recoveries
Balance, end of period
44
2,616
Six months ended June 30, 2019:
1,797
443
47
354
2,642
(32)
(5)
37
1,751
42
2,596
(16)
18
20
12
Three months ended June 30, 2018:
1,720
530
49
254
2,554
Provision for loan losses
34
1,754
547
51
261
2,614
(7)
Net recoveries (charge-offs)
1,760
Six months ended June 30, 2018:
1,721
539
55
232
2,548
33
29
54
2,617
(12)
Management considers the allowance for loan losses at June 30, 2019 to be at an appropriate level to provide for probable losses that can be reasonably estimated based on general and specific conditions at that date. While the Company uses the best information it has available to make evaluations, future adjustments to the allowance may be necessary if conditions differ substantially from the information used in making the evaluations. To the extent actual outcomes differ from the estimates, additional provisions for credit losses may be required that would reduce future earnings. In addition, as an integral part of their examination process, the bank regulators periodically review the allowance for loan losses and may require the Company to increase the allowance based on their analysis of information available at the time of their examination.
13
The table below presents the balance in the allowance for loan losses and the recorded investment in loans by portfolio segment and based on impairment method:
Allowance for loan losses:
Ending allowance balance:
Individually evaluated for impairment
Collectively evaluated for impairment
Total ending allowance balance
Loans:
Ending loan balance:
1,378
1,476
1,563,481
19,004
10,704
6,427
1,599,616
Total ending loan balance
1,564,859
10,802
1,601,092
2,962
3,110
1,537,292
20,698
10,945
5,311
1,574,246
1,540,254
11,093
1,577,356
The table below presents the balance of impaired loans individually evaluated for impairment by class of loans:
Unpaid
Recorded
Principal
Investment
Balance
With no related allowance recorded:
One- to four-family residential mortgages
1,802
180
1,982
3,486
224
3,710
14
The table below presents the average recorded investment and interest income recognized on impaired loans by class of loans:
For the Three Months Ended
For the Six Months Ended
Average
Interest
Income
Recognized
2019:
1,390
1,404
100
103
1,490
1,507
2018:
2,869
2,892
27
158
160
3,027
3,052
There were no loans individually evaluated for impairment with a related allowance for loan loss as of June 30, 2019 or December 31, 2018. Loans individually evaluated for impairment do not have an allocated allowance for loan loss because they were written down to fair value at the time of impairment.
The Company had seven nonaccrual loans with a book value of $892,000 as of June 30, 2019 and 11 nonaccrual loans with a book value of $2.2 million as of December 31, 2018. The Company collected interest on nonaccrual loans of $34,000 and $52,000 during the six months ended June 30, 2019 and 2018, respectively, but due to regulatory requirements, the Company recorded the interest as a reduction of principal. The Company would have recognized additional interest income of $34,000 and $69,000 during the six months ended June 30, 2019 and 2018, respectively, had the loans been accruing interest. The Company did not have any loans 90 days or more past due and still accruing interest as of June 30, 2019 or December 31, 2018.
15
The table below presents the aging of loans and accrual status by class of loans:
90 Days
or More
30 - 59
60 - 89
90 Days or
Past Due
Days Past
More
Total Past
Loans Not
Nonaccrual
and Still
Due
Accruing
305
694
999
1,551,154
1,552,153
794
Multi-family residential mortgages
12,706
Construction, commercial and other mortgages
10,775
Consumer and other
6,080
6,088
340
1,034
1,600,058
892
40
292
838
1,170
1,526,949
1,528,119
2,065
12,135
11,023
4,947
4,954
43
325
879
1,247
1,576,109
2,213
The Company primarily uses the aging of loans and accrual status to monitor the credit quality of its loan portfolio. When a mortgage loan becomes seriously delinquent (90 days or more contractually past due), it displays weaknesses that may result in a loss. As a loan becomes more delinquent, the likelihood of the borrower repaying the loan decreases and the loan becomes more collateral-dependent. A mortgage loan becomes collateral-dependent when the proceeds for repayment can be expected to come only from the sale or operation of the collateral and not from borrower repayments. Generally, appraisals are obtained after a loan becomes collateral-dependent or is four months delinquent. The carrying value of collateral-dependent loans is adjusted to the fair value of the collateral less selling costs. Any commercial real estate, commercial, construction or equity loan that has a loan balance in excess of a specified amount is also periodically reviewed to determine whether the loan exhibits any weaknesses and is performing in accordance with its contractual terms.
There were no loans modified in a troubled debt restructuring during the six months ended June 30, 2019 or 2018. There were no new troubled debt restructurings within the 12 months ended June 30, 2019 that subsequently defaulted.
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The table below summarizes troubled debt restructurings by class of loans:
Accrual
Status
584
655
1,239
71
726
1,310
691
1,588
78
769
1,666
There were no delinquent restructured loans as of June 30, 2019 or December 31, 2018. Restructurings include deferrals of interest and/or principal payments and temporary or permanent reductions in interest rates due to the financial difficulties of the borrowers. At June 30, 2019, we had no commitments to lend any additional funds to these borrowers.
The Company had no real estate owned as of June 30, 2019 or December 31, 2018. There were no loans in the process of foreclosure at June 30, 2019. There were two one- to four-family residential mortgage loans totaling $838,000 and one home equity loan for $41,000 in the process of foreclosure at December 31, 2018.
Our real estate loans are collateralized by real estate located in the State of Hawaii. Loan-to-value ratios on these real estate loans generally do not exceed 80% at the time of origination.
During the six months ended June 30, 2019 and 2018, the Company sold mortgage loans held for sale with principal balances of $2.5 million and $7.0 million, respectively, and recognized gains of $6,000 and $53,000, respectively. The Company had one loan held for sale for $235,000 at June 30, 2019 and one loan held for sale for $309,000 at December 31, 2018.
The Company serviced loans for others of $28.3 million at June 30, 2019 and $30.3 million at December 31, 2018. Of these amounts, $1.4 million and $1.5 million relate to securitizations for which the Company continues to hold the related mortgage-backed securities at June 30, 2019 and December 31, 2018, respectively. The amount of contractually specified servicing fees earned for the six-month periods ended June 30, 2019 and 2018 was $40,000 and $46,000, respectively. The amount of contractually specified servicing fees earned for the three-month periods ended June 30, 2019 and 2018 was $20,000 and $22,000, respectively. The fees are reported in service fees on loan and deposit accounts in the consolidated statements of income.
(7) Securities Sold Under Agreements to Repurchase
Securities sold under agreements to repurchase are treated as financings and the obligations to repurchase the identical securities sold are reflected as a liability with the securities collateralizing the agreements classified as an asset. Securities sold under agreements to repurchase are summarized as follows:
June 30, 2019
December 31, 2018
Weighted
Repurchase
Liability
Rate
Maturing:
1 year or less
1.65
%
25,000
1.66
Over 1 year to 2 years
5,000
Below is a summary comparing the carrying value and fair value of securities pledged to secure repurchase agreements, the repurchase liability, and the amount at risk at June 30, 2019. The amount at risk is the greater of the carrying value or fair value over the repurchase liability and refers to the potential loss to the Company if the secured lender fails to return the security at the maturity date of the agreement. All the agreements to repurchase are with JP Morgan Securities and the securities pledged are mortgage-backed securities issued and guaranteed by U.S. government-sponsored enterprises. The repurchase liability cannot exceed 90% of the fair value of securities pledged. In the event of a decline in the fair value of securities pledged to less than the required amount due to market conditions or principal repayments, the Company is obligated to pledge additional securities or other suitable collateral to cure the deficiency.
Carrying
Fair
Value of
Amount
Months to
at Risk
Maturity
Over 90 days
13,543
13,326
3,543
(8) Offsetting of Financial Liabilities
The following table presents our securities sold under agreements to repurchase that are subject to a right of offset in the event of default. See Note 7, Securities Sold Under Agreements to Repurchase, for additional information.
Net Amount of
Gross Amount Not Offset in the
Gross Amount
Liabilities
Balance Sheet
of Recognized
Offset in the
Presented in the
Financial
Cash Collateral
Instruments
Pledged
Net Amount
(9) Employee Benefit Plans
The Company has a noncontributory defined benefit pension plan (Pension Plan) that covers most employees with at least one year of service. Effective December 31, 2008, under approved changes to the Pension Plan, there were no further accruals of benefits for any participants and benefits will not increase with any additional years of service. Net periodic benefit cost, subsequent to December 31, 2008, has not been significant and is not disclosed in the table below.
The Company also sponsors a Supplemental Employee Retirement Plan (SERP), a noncontributory supplemental retirement benefit plan, which covers certain current and former employees of the Company for amounts in addition to those provided under the Pension Plan.
The components of net periodic benefit cost were as follows:
SERP
Net periodic benefit cost for the period:
Service cost
26
Interest cost
Expected return on plan assets
Amortization of prior service cost
Recognized actuarial loss
Recognized curtailment loss
Net periodic benefit cost
66
58
132
115
The service cost component of net periodic benefit cost is included with salaries and employee benefits in the consolidated statements of income. The other components of net periodic benefit cost are included in other general and administrative expenses.
(10) Employee Stock Ownership Plan
Effective January 1, 2009, Territorial Savings Bank adopted an Employee Stock Ownership Plan (ESOP) for eligible employees. The ESOP borrowed $9.8 million from the Company and used those funds to acquire 978,650 shares, or 8%, of the total number of shares issued by the Company in its initial public offering. The shares were acquired at a price of $10.00 per share.
The loan is secured by the shares purchased with the loan proceeds and will be repaid by the ESOP over the 20-year term of the loan with funds from Territorial Savings Bank’s contributions to the ESOP and dividends payable on the shares. The interest rate on the ESOP loan is an adjustable rate equal to the prime rate, as published in The Wall Street Journal. The interest rate adjusts annually and will be the prime rate on the first business day of the calendar year.
Shares purchased by the ESOP are held by a trustee in an unallocated suspense account, and shares are released annually from the suspense account on a pro-rata basis as principal and interest payments are made by the ESOP to the Company. The trustee allocates the shares released among participants on the basis of each participant’s proportional share of compensation relative to all participants. As shares are committed to be released from the suspense account, Territorial Savings Bank reports compensation expense based on the average fair value of shares released with a corresponding credit to stockholders’ equity. The shares committed to be released are considered outstanding for earnings per share computations. Compensation expense recognized for the three months ended June 30, 2019 and 2018 amounted to $345,000 and $435,000, respectively. Compensation expense recognized for the six months ended June 30, 2019 and 2018 amounted to $679,000 and $811,000, respectively.
Shares held by the ESOP trust were as follows:
Allocated shares
442,341
446,041
Unearned shares
464,863
489,329
Total ESOP shares
907,204
935,370
Fair value of unearned shares, in thousands
14,364
12,713
The ESOP restoration plan is a nonqualified plan that provides supplemental benefits to certain executives who are prevented from receiving the full benefits contemplated by the ESOP’s benefit formula. The supplemental cash payments consist of payments representing shares that cannot be allocated to the participants under the ESOP due to IRS limitations imposed on tax-qualified plans. We accrue for these benefits over the period during which employees provide services to earn these benefits. For the three months ended June 30, 2019 and 2018, we accrued $122,000 and
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$16,000, respectively, for the ESOP restoration plan. For the six months ended June 30, 2019 and 2018, we accrued $179,000 and $111,000, respectively, for the ESOP restoration plan.
(11) Share-Based Compensation
On August 19, 2010, Territorial Bancorp Inc. adopted the 2010 Equity Incentive Plan, which provides for awards of stock options and restricted stock to key officers and outside directors. In accordance with the Compensation – Stock Compensation topic of the FASB ASC, the cost of the 2010 Equity Incentive Plan is based on the fair value of the awards on the grant date. The fair value of restricted stock is based on the closing price of the Company’s stock on the grant date. The fair value of stock options is estimated using a Black-Scholes option pricing model using assumptions for dividend yield, stock price volatility, risk-free interest rate and option term. These assumptions are based on our judgments regarding future events, are subjective in nature, and cannot be determined with precision. The cost of the awards will be recognized on a straight-line basis over the three, five- or six-year vesting period during which participants are required to provide services in exchange for the awards.
The Company recognized compensation expense, measured as the fair value of the share-based award on the date of grant, on a straight-line basis over the vesting period. Share-based compensation is recorded in the statement of income as a component of salaries and employee benefits with a corresponding increase in shareholders’ equity. The table below presents information on compensation expense and the related tax benefit for all share-based awards:
(In thousands)
Compensation expense
Income tax benefit
101
Shares of our common stock issued under the 2010 Equity Incentive Plan shall come from authorized shares. The maximum number of shares that will be awarded under the plan will be 1,862,637 shares.
Stock Options
The table below presents the stock option activity for the six months ended June 30, 2019 and 2018:
Aggregate
Remaining
Intrinsic
Exercise
Contractual
Value
Options
Price
Life (years)
(in thousands)
Options outstanding at December 31, 2018
337,654
17.51
1.74
2,859
Granted
Exercised
182,170
17.36
2,031
Forfeited
Expired
Options outstanding at June 30, 2019
155,484
17.69
1.33
2,054
Options outstanding at December 31, 2017
411,543
17.48
2.73
5,509
69,008
920
Options outstanding at June 30, 2018
342,535
2.24
4,621
Options vested and exercisable at June 30, 2019
The following summarizes certain stock option activity of the Company:
Intrinsic value of stock options exercised
1,243
683
Proceeds received from stock options exercised
1,868
3,162
Tax benefits realized from stock options exercised
178
425
220
Total fair value of stock options that vested
During the six months ended June 30, 2019, we issued 75,140 shares of common stock, net, in exchange for 182,170 stock options and 107,030 shares of common stock. Pursuant to the provisions of our equity incentive plan, optionees are permitted to use the value of our common stock they own in a net settlement to pay the exercise price of stock options.
As of June 30, 2019, the Company had no unrecognized compensation costs related to the stock option plan.
Restricted Stock
Restricted stock awards are accounted for as fixed grants using the fair value of the Company’s stock at the time of grant. Unvested restricted stock may not be disposed of or transferred during the vesting period. Restricted stock carries the right to receive dividends, although dividends attributable to restricted stock are retained by the Company until the shares vest, at which time they are paid to the award recipient.
The table below presents the restricted stock activity:
Average Grant
Restricted
Date Fair
Nonvested at December 31, 2018
16,424
30.26
10,366
27.30
Vested
6,541
30.14
Nonvested at June 30, 2019
20,249
28.78
Nonvested at December 31, 2017
10,806
29.16
10,019
30.73
29.53
Nonvested at June 30, 2018
17,624
29.92
During the six months ended June 30, 2019, the Company issued 10,366 shares of restricted stock to certain members of executive management under the 2010 Equity Incentive Plan. The fair value of the restricted stock is based on the value of the Company’s stock on the date of grant. Restricted stock will vest over three years from the date of grant.
As of June 30, 2019, the Company had $512,000 of unrecognized compensation costs related to restricted stock.
During the six months ended June 30, 2019, the Company issued 12,438 performance-based restricted stock units (PRSUs) to certain members of executive management under the 2010 Equity Incentive Plan. These PRSUs will vest in the first quarter of 2022 after our Compensation Committee determines whether a performance condition that compares the Company’s return on average equity to the SNL Bank Index is achieved. Depending on the Company’s performance, the actual number of these PRSUs that are issued at the end of the vesting period can vary between 0% and 150% of the target award. For the PRSUs, an estimate is made of the number of shares expected to vest based on the
21
probability that the performance criteria will be achieved to determine the amount of compensation expense to be recognized. This estimate is re-evaluated quarterly and total compensation expense is adjusted for any change in the current period.
The table below presents the PRSUs that will vest on a performance condition:
Performance-
Based Restricted
Stock Units
Based on a
Performance
Condition
23,538
12,438
35,976
11,520
12,018
The fair value of these PRSUs is based on the fair value of the Company’s stock on the date of grant. As of June 30, 2019, the Company had $537,000 of unrecognized compensation costs related to these PRSUs. Performance will be measured over a three-year performance period and will be cliff vested.
During the six months ended June 30, 2019, the Company issued 3,110 of PRSUs to certain members of executive management under the 2010 Equity Incentive Plan. These PRSUs will vest in the first quarter of 2022 after our Compensation Committee determines whether a market condition that compares the Company’s total stock return to the SNL Bank Index is achieved. The number of shares that will be expensed will not be adjusted for performance. The fair value of these PRSUs is based on a Monte Carlo valuation of the Company’s stock on the date of grant. The assumptions which were used in the Monte Carlo valuation of the PRSUs are:
Grant date: March 7, 2019
Performance period: January 1, 2019 to December 31, 2021
2.82 year risk-free rate on grant date: 2.45%
December 31, 2018 closing price: $25.98
Closing stock price on the date of grant: $27.30
Annualized volatility (based on 2.82 year historical volatility as of the grant date): 15.1%
22
The table below presents the PRSUs that will vest on a market condition:
Monte Carlo
Valuation of
the Company's
Market Condition
5,884
26.42
24.45
8,994
25.74
2,879
24.44
3,005
28.32
As of June 30, 2019, the Company had $92,000 of unrecognized compensation costs related to the PRSUs that are based on a market condition. Performance will be measured over a three-year performance period and will be cliff vested.
(12) Earnings Per Share
Holders of unvested restricted stock receive nonforfeitable dividends at the same rate as common shareholders and they both share equally in undistributed earnings. Unvested restricted stock awards that contain nonforfeitable rights to dividends or dividend equivalents are considered to be participating securities in the earnings per share computation using the two-class method. Under the two-class method, earnings are allocated to common shareholders and participating securities according to their respective rights to earnings.
The table below presents the information used to compute basic and diluted earnings per share:
Income allocated to participating securities
(37)
(27)
(74)
(42)
Net income available to common shareholders
5,023
4,936
11,510
9,741
Weighted-average number of shares used in:
Dilutive common stock equivalents:
Stock options and restricted stock units
104,304
174,172
123,502
187,619
Net income per common share, basic
Net income per common share, diluted
23
(13) Other Comprehensive Income and Loss
The table below presents the changes in the components of accumulated other comprehensive income and loss, net of taxes:
Unfunded
Pension
(Gain)/Loss on
Three months ended June 30, 2019
Balances at beginning of period
7,721
(402)
7,319
Other comprehensive income, net of taxes
(119)
Net current period other comprehensive income
Balances at end of period
(521)
7,200
Three months ended June 30, 2018
6,783
95
6,878
Other comprehensive loss, net of taxes
Net current period other comprehensive loss
6,889
Six months ended June 30, 2019
88
7,809
(609)
Six months ended June 30, 2018
5,657
5,694
Amounts reclassified from retained earnings
1,126
1,195
The table below presents the tax effect on each component of accumulated other comprehensive income and loss:
Three Months Ended June 30,
Pretax
After Tax
Tax
Unrealized (gain)/loss on securities
(162)
Six Months Ended June 30,
(830)
221
82
(22)
24
(14) Revenue Recognition
The Company’s contracts with customers are generally short-term in nature, with cycles of one year or less. These can range from an immediate term for services such as wire transfers, foreign currency exchanges and cashier’s check purchases, to several days for services such as processing annuity and mutual fund sales. Some contracts may be of an ongoing nature, such as providing deposit account services, including ATM access, check processing, account analysis and check ordering. However, provision of an assessable service and payment for such service is usually concurrent or closely timed. Contracts related to financial instruments, such as loans, investments and debt, are excluded from the scope of this reporting requirement.
After analyzing the Company’s revenue sources, including the amount of revenue received, the timing of services rendered and the timing of payment for these services, the Company has determined that the rendering of services and the payment for such services are generally closely matched. Any differences are not material to the Company’s consolidated financial statements. Accordingly, the Company generally records income when payment for services is received.
Revenue from contracts with customers is reported in service fees on loan and deposit accounts and in other noninterest income in the consolidated statements of income. The table below reconciles the revenue from contracts with customers and other revenue reported in those line items:
Service Fees on
Loan and Deposit
Accounts
Revenue from contracts with customers
427
Other revenue
112
566
993
52
700
800
480
1,503
711
93
804
191
246
1,050
(15) Leases
The Company leases most of its premises and some vehicles and equipment under operating leases expiring on various dates through 2029. The majority of lease agreements relate to real estate and generally provide that the Company pay taxes, insurance, maintenance and certain other operating expenses applicable to the leased premises. Variable lease components and nonlease components are not included in the Company’s computation of the right-of-use (ROU) asset or lease liability. The Company also does not include short-term leases in the computation of the ROU asset or lease liability. Short-term leases are leases with a term at commencement of 12 months or less. Short-term lease
25
expense is recorded on a straight-line basis over the term of the lease. Lease agreements do not contain any residual value guarantees or restrictive covenants.
Certain leases have renewal options at the expiration of the lease terms. Generally, option periods are not included in the computation of the lease term, ROU asset or lease liability because the Company is not reasonably certain to exercise renewal options at the expiration of the lease terms. The Company has elected to use the package of practical expedients to: a) not reassess whether any expired or existing contracts are or contain leases, b) not reassess the lease classification for any expired or existing leases, and c) not reassess initial direct costs for any existing leases. The Company has also chosen the option to not restate comparative periods prior to the adoption of the new lease accounting standard.
Because the discount rates implicit in our leases are not known, discount rates have been estimated using the rates for fixed-rate, amortizing advances from the Federal Home Loan Bank (FHLB) for the approximate terms of the leases. FHLB advances are collateralized by a blanket pledge of the Bank’s assets that are not otherwise pledged.
The table below presents lease costs and other information for the periods indicated:
Lease Costs:
Operating lease costs
782
1,565
Short-term lease costs
Variable lease costs
28
Total lease costs
820
1,634
Cash paid for amounts included in measurement of lease liabilities
772
1,545
ROU assets obtained in exchange for new operating lease liabilities
At June 30, 2019, future minimum rental commitments under noncancellable operating leases are as follows:
1,344
2020
2,466
2021
1,979
2022
1,810
2023
1,523
Thereafter
4,228
13,350
Less present value discount
1,229
Present value of leases
The table below presents other lease related information as of June 30, 2019:
Weighted-average remaining lease term (years)
Weighted-average discount rate
(16) Fair Value of Financial Instruments
In accordance with the Fair Value Measurements and Disclosures topic of the FASB ASC, the Company groups its financial assets and liabilities valued at fair value into three levels based on the markets in which the financial assets and liabilities are traded and the reliability of the assumptions used to determine fair value as follows:
·Level 1 — Valuation is based upon quoted prices (unadjusted) for identical assets or liabilities traded in active markets. A quoted price in an active market provides the most reliable evidence of fair value and shall be used to measure fair value whenever available.
·Level 2 — Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market.
·Level 3 — Valuation is generated from model-based techniques that use significant assumptions not observable in the market. These unobservable assumptions reflect management’s own estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include use of discounted cash flow models and similar techniques that require the use of significant judgment or estimation.
In accordance with the Fair Value Measurements and Disclosures topic, the Company bases its fair values on the price that it would expect to receive if an asset were sold or the price that it would expect to pay to transfer a liability in an orderly transaction between market participants at the measurement date. Also as required, the Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when developing fair value measurements.
The Company uses fair value measurements to determine fair value disclosures. Investment securities held for sale and derivatives are recorded at fair value on a recurring basis. From time to time, the Company may be required to record other financial assets at fair value on a nonrecurring basis, such as loans held for sale, impaired loans and investments, and mortgage servicing assets. These nonrecurring fair value adjustments typically involve application of the lower of cost or fair value accounting or write-downs of individual assets.
Investment Securities Available for Sale. The estimated fair values of U.S. government-sponsored mortgage-backed securities are considered Level 2 inputs because the valuation for investment securities utilized pricing models that varied based on asset class and included trade, bid and other observable market information.
Interest Rate Contracts. The Company may enter into interest rate lock commitments with borrowers on loans intended to be sold. To manage interest rate risk on the lock commitments, the Company may also enter into forward loan sale commitments. The interest rate lock commitments and forward loan sale commitments are treated as derivatives and are recorded at their fair value determined by referring to prices quoted in the secondary market for similar contracts. Interest rate contracts that are classified as assets are included with prepaid expenses and other assets on the consolidated balance sheet while interest rate contracts that are classified as liabilities are included with accounts payable and accrued expenses.
The estimated fair values of the Company’s financial instruments are as follows:
Fair Value Measurements Using
Level 1
Level 2
Level 3
Assets
Investment securities available for sale
Investment securities held to maturity
241
1,656,673
FHLB stock
FRB stock
932
4,610
Interest rate contracts
1,647,203
1,189,779
457,424
147,067
9,976
Accrued interest payable
648
596
319
1,553,672
960
4,302
1,626,587
1,238,023
388,564
141,874
29,876
243
111
At June 30, 2019 and December 31, 2018, neither the commitment fees received on commitments to extend credit nor the fair value thereof was material to the consolidated financial statements of the Company.
The table below presents the balance of assets and liabilities measured at fair value on a recurring basis:
Interest rate contracts — assets
Interest rate contracts — liabilities
There were no assets measured at fair value on a nonrecurring basis as of June 30, 2019 and December 31, 2018.
(17) Subsequent Events
On July 25, 2019, the Board of Directors of Territorial Bancorp Inc. declared a quarterly cash dividend of $0.22 per share of common stock. The dividend is expected to be paid on August 22, 2019 to stockholders of record as of August 8, 2019.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Cautionary Statement Regarding Forward-Looking Information
This Quarterly Report contains forward-looking statements, which can be identified by the use of words such as “estimate,” “project,” “believe,” “intend,” “anticipate,” “plan,” “seek,” “expect,” “will,” “may,” “continue” and words of similar meaning. These forward-looking statements include, but are not limited to:
·
statements of our goals, intentions and expectations;
statements regarding our business plans, prospects, growth and operating strategies;
statements regarding the asset quality of our loan and investment portfolios; and
estimates of our risks and future costs and benefits.
These forward-looking statements are based on our current beliefs and expectations and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. You should not place undue reliance on such statements. We are under no duty to and do not take any obligation to update any forward-looking statements after the date of this Quarterly Report.
The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements:
general economic conditions, either internationally, nationally or in our market areas, that are worse than expected;
competition among depository and other financial institutions;
inflation and changes in the interest rate environment that reduce our margins or reduce the fair value of financial instruments;
adverse changes in the securities markets;
changes in laws or government regulations or policies affecting financial institutions, including changes in regulatory fees and capital requirements;
changes in monetary or fiscal policies of the U.S. Government, including policies of the U.S. Treasury and the Federal Reserve Board;
our ability to enter new markets successfully and capitalize on growth opportunities;
our ability to successfully integrate acquired entities, if any;
changes in consumer demand, spending, borrowing and savings habits;
changes in accounting policies and practices, as may be adopted by the bank regulatory agencies, the Financial Accounting Standards Board, the Securities and Exchange Commission and the Public Company Accounting Oversight Board;
changes in our organization, compensation and benefit plans;
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the timing and amount of revenues that we may recognize;
the value and marketability of collateral underlying our loan portfolios;
our ability to retain key employees;
cyberattacks, computer viruses and other technological risks that may breach the security of our websites or other systems to obtain unauthorized access to confidential information, destroy data or disable our systems;
technological change that may be more difficult or expensive than expected;
the ability of third-party providers to perform their obligations to us;
the ability of the U.S. Government to manage federal debt limits;
the quality and composition of our investment portfolio;
changes in market and other conditions that would affect our ability to repurchase our common stock; and
changes in our financial condition or results of operations that reduce capital available to pay dividends.
Because of these and a wide variety of other uncertainties, our actual future results may be materially different from the results indicated by these forward-looking statements.
Overview
We have historically operated as a traditional thrift institution. The significant majority of our assets consist of long-term, fixed-rate residential mortgage loans and mortgage-backed securities, which we have funded primarily with deposit accounts, securities sold under agreements to repurchase and Federal Home Loan Bank advances. As a result, we may be vulnerable to increases in interest rates, as our interest-bearing liabilities mature or reprice more quickly than our interest-earning assets.
We have continued our focus on originating one- to four-family residential real estate loans. Our emphasis on conservative loan underwriting has resulted in continued low levels of nonperforming assets. Our nonperforming assets, which can include nonaccrual loans and real estate owned, totaled $892,000, or 0.04% of total assets at June 30, 2019 compared to $2.2 million, or 0.11% of total assets at December 31, 2018. Our nonperforming loans and loss experience has enabled us to maintain a relatively low allowance for loan losses in relation to other peer institutions and correspondingly resulted in low levels of provisions for loan losses. We reversed $46,000 of provisions for loan losses for the six months ended June 30, 2019 and recorded provisions for loan losses of $69,000 for the six months ended June 30, 2018.
Other than our loans for the construction of one- to four-family residential homes, we do not offer “interest only” mortgage loans (where the borrower pays only interest for an initial period, after which the loan converts to a fully amortizing loan) on one- to four-family residential properties. We also do not offer loans that provide for negative amortization of principal, such as “Option ARM” loans, where the borrower can pay less than the interest owed on their loan, resulting in an increased principal balance during the life of the loan. We do not offer “subprime loans” (loans that generally target borrowers with weakened credit histories typically characterized by payment delinquencies, previous charge-offs, judgments, bankruptcies, or borrowers with questionable repayment capacity as evidenced by low credit scores or high debt-burden ratios) or Alt-A loans (traditionally defined as nonconforming loans having less than full documentation). We also do not own any private label mortgage-backed securities that are collateralized by Alt-A, low or no documentation or subprime mortgage loans.
31
We sold $2.5 million and $7.0 million of fixed-rate mortgage loans for the six months ended June 30, 2019 and 2018, respectively. Federal Home Loan Bank advances increased by $3.3 million to $145.5 million for the six months ended June 30, 2019 and increased by $19.2 million to $88.0 million for the six months ended June 30, 2018. Securities sold under agreements to repurchase decreased by $20.0 million to $10.0 million for the six months ended June 30, 2019 and remained constant at $30.0 million for the six months ended June 30, 2018.
Our investments in mortgage-backed securities have been issued by Freddie Mac or Fannie Mae, which are U.S. government-sponsored enterprises, or Ginnie Mae, which is a U.S. government agency. These entities guarantee the payment of principal and interest on our mortgage-backed securities. As of June 30, 2019 and December 31, 2018, we owned $364.3 million and $374.1 million, respectively, of mortgage-backed securities issued by Freddie Mac, Fannie Mae and Ginnie Mae.
Critical Accounting Policies
There are no material changes to the critical accounting policies disclosed in Territorial Bancorp Inc.’s Annual Report on Form 10-K for the year ended December 31, 2018.
Comparison of Financial Condition at June 30, 2019 and December 31, 2018
Assets. Our total assets increased by $18.7 million, or 0.9%, to $2.1 billion during the six months ended June 30, 2019. The increase in assets was primarily the result of a $23.7 million increase in total loans receivable and recording a net $11.6 million right-of-use asset related to leases, which was partially offset by a $9.8 million decrease in total investment securities and a $5.5 million decrease in cash and cash equivalents.
Cash and Cash Equivalents. Cash and cash equivalents were $41.5 million at June 30, 2019, a decrease of $5.5 million since December 31, 2018. The decrease in cash and cash equivalents was primarily caused by a $23.7 million increase in total loans receivable, a $20.0 million decrease in securities sold under agreements to repurchase, $4.0 million in dividends paid, and $1.6 million in common stock repurchases. These decreases in cash were partially offset by a $16.6 million increase in deposits, a $9.8 million decrease in the investment portfolio, and a $3.3 million increase in Federal Home Loan Bank advances.
Loans. Total loans, including $235,000 of loans held for sale, were $1.6 billion at June 30, 2019, or 76.6% of total assets. During the six months ended June 30, 2019, the loan portfolio, including loans held for sale, increased by $23.7 million, or 1.5%. The increase in the loan portfolio primarily occurred as the production of new one- to four-family residential loans exceeded principal repayments and loan sales.
Securities. At June 30, 2019, our securities portfolio totaled $364.3 million, or 17.4% of total assets. During the six months ended June 30, 2019, the securities portfolio decreased by $9.8 million, or 2.6%. The decrease in the securities portfolio was due to principal repayments and security sales exceeding new security purchases. During the six months ended June 30, 2019, $7.8 million of securities were purchased for the held-to-maturity portfolio.
During the six months ended June 30, 2019, we transferred securities with a book value of $11.1 million from held-to-maturity to available-for-sale with the adoption of ASU 2017-12 on derivatives and hedging.
At June 30, 2019, none of the underlying collateral consisted of subprime or Alt-A (traditionally defined as nonconforming loans having less than full documentation) loans.
Deposits. Deposits were $1.6 billion at June 30, 2019, an increase of $16.6 million, or 1.0%, since December 31, 2018. The growth in deposits was primarily due to an increase of $64.8 million in certificates of deposit, which was partially offset by a $49.6 million decrease in savings accounts during the six months ended June 30, 2019. The increase in certificates of deposit included a $28.0 million increase in deposits made by state and local governments.
Borrowings. Our borrowings consist of advances from the Federal Home Loan Bank and funds borrowed under securities sold under agreements to repurchase. During the six months ending June 30, 2019 total borrowings decreased to $155.5 million at June 30, 2019 from $172.2 million at December 31, 2018. Securities sold under agreements to
repurchase decreased by $20.0 million to $10.0 million, while Federal Home Loan Bank advances increased by $3.3 million to $145.5 million. We have not required any additional borrowings to fund our operations. Instead, we have primarily funded our operations with additional deposits, proceeds from loan sales and principal repayments on loans and mortgage-backed securities.
Stockholders’ Equity. Total stockholders’ equity increased to $241.8 million at June 30, 2019 from $235.1 million at December 31, 2018. The increase in stockholders’ equity occurred primarily due to net income of $11.6 million and $3.2 million of shares issued for the exercise of stock options. This was partially offset by the declaration of dividends of $5.0 million and the repurchase of $4.7 million of common stock.
Average Balances and Yields
The following tables set forth average balance sheets, average yields and rates, and certain other information for the periods indicated. No tax-equivalent yield adjustments were made, as the effect thereof was not material. All average balances are daily average balances. Nonaccrual loans were included in the computation of average balances and are included with accrual loans in the tables. However, no interest income was attributed to nonaccrual loans. The yields set forth below include the effect of net deferred costs, discounts and premiums that are amortized or accreted to interest income.
For the Three Months Ended June 30,
Yield/Rate
Interest-earning assets:
First mortgage:
One- to four-family residential (2)
1,543,818
15,385
3.99
1,468,803
14,265
3.88
12,508
146
4.67
10,654
121
4.54
19,878
229
4.61
24,076
279
4.64
11,208
165
5.89
12,612
159
5.04
Other loans
5,945
5.25
4,431
5.42
Total loans
1,593,357
4.02
1,520,576
3.92
Investment securities:
U.S. government sponsored mortgage-backed securities (2)
367,507
3.10
405,143
3.08
247
Total securities
405,390
38,786
2.72
33,574
2.10
Total interest-earning assets
1,999,650
3.82
1,959,540
3.71
Non-interest-earning assets
77,327
68,178
2,076,977
2,027,718
Interest-bearing liabilities:
Savings accounts
946,790
1,164
0.49
1,026,940
1,187
0.46
Certificates of deposit
461,485
2.02
355,964
1,486
1.67
Money market accounts
5,239
5,795
0.48
Checking and Super NOW accounts
190,412
0.02
184,304
Total interest-bearing deposits
1,603,926
0.88
1,573,003
0.68
Federal Home Loan Bank advances
122,319
2.93
102,620
1.79
1.64
1.68
Total interest-bearing liabilities
1,736,245
1,705,623
0.77
Non-interest-bearing liabilities
98,808
86,821
1,835,053
1,792,444
Stockholders’ equity
241,924
235,274
Net interest rate spread (3)
2.79
2.94
Net interest-earning assets (4)
263,405
253,917
Net interest margin (5)
3.04
Interest-earning assets to interest-bearing liabilities
115.17
114.89
Annualized.
Average balance includes loans or investments available for sale, as applicable.
Net interest rate spread represents the difference between the yield on average interest-earning assets and the cost of average interest-bearing liabilities.
Net interest-earning assets represent total interest-earning assets less total interest-bearing liabilities.
Net interest margin represents net interest income divided by average total interest-earning assets.
For the Six Months Ended June 30,
1,536,827
30,378
3.95
1,458,492
28,573
12,303
284
4.62
10,699
20,505
4.68
22,777
545
4.79
11,229
318
5.66
12,733
311
4.88
5,712
151
5.29
4,467
5.33
1,586,576
3.98
1,509,168
370,296
3.09
406,374
327
370,302
406,701
3.07
35,691
2.75
38,790
1.93
1,992,569
3.80
1,954,659
3.73
78,047
69,147
2,070,616
2,023,806
961,177
2,335
1,033,130
2,361
443,143
4,371
1.97
349,554
2,748
1.57
5,327
0.45
5,699
189,313
183,063
1,598,960
0.84
1,571,446
0.65
115,095
2.52
100,466
1.75
15,663
1,729,718
0.96
1,701,912
0.74
100,152
86,691
1,829,870
1,788,603
240,746
235,203
2.84
2.99
262,851
252,747
2.96
115.20
114.85
35
Comparison of Operating Results for the Three Months Ended June 30, 2019 and 2018
General. Net income increased by $97,000 or 2.0%, to $5.1 million for the three months ended June 30, 2019 from $5.0 million for the three months ended June 30, 2018. The increase in net income was due to a $436,000 increase in noninterest income and a $111,000 decrease in the provision for loan losses. These increases were partially offset by a $245,000 decrease in net interest income, a $137,000 increase in noninterest expense, and a $68,000 increase in income taxes.
Net Interest Income. Net interest income decreased by $245,000, or 1.6%, to $14.7 million for the three months ended June 30, 2019 from $14.9 million for the three months ended June 30, 2018. Interest income increased by $932,000, or 5.1%, due to a $40.1 million increase in the average balance of interest-earning assets and an 11 basis point increase in the yield on average interest-earning assets. Interest expense increased by $1.2 million or 35.9%, due to a $30.6 million increase in the average balance of interest-bearing liabilities and a 26 basis point increase in the cost of average interest-bearing liabilities. The interest rate spread and net interest margin were 2.79% and 2.93%, respectively, for the three months ended June 30, 2019, compared to 2.94% and 3.04% respectively, for the three months ended June 30, 2018. The decreases in the interest rate spread and in the net interest margin are attributable to the 26 basis point increase in the cost of average interest-bearing liabilities, which was partially offset by an 11 basis point increase in the yield on average interest-earning assets.
Interest Income. Interest income increased by $932,000, or 5.1%, to $19.1 million for the three months ended June 30, 2019 from $18.2 million for the three months ended June 30, 2018. Interest income on loans increased by $1.1 million, or 7.5%, to $16.0 million for the three months ended June 30, 2019 from $14.9 million for the three months ended June 30, 2018. The increase in interest income on loans occurred primarily because the average balance of loans grew by $72.8 million, or 4.8%, as new loan originations exceeded loan repayments and loan sales.
Interest Expense. Interest expense increased by $1.2 million, or 35.9%, to $4.5 million for the three months ended June 30, 2019 from $3.3 million for the three months ended June 30, 2018. Interest expense on deposits increased by $824,000, or 30.6%, to $3.5 million for the three months ended June 20, 2019 from $2.7 million for the three months ended June 30, 2018. The increase in interest expense on deposits was due to an increase in the average rate paid on deposits and in the average balance. The average rate on deposits rose to 0.88% for the three months ended June 30, 2019 compared to 0.68% for the three months ended June 30, 2018. The increase in the average rate on deposits is primarily due to an increase in the average cost of certificates of deposit, which increased to 2.02% for the three months ended June 30, 2019 from 1.67% for the three months ended June 30, 2018. The increase in the average rate paid on certificates of deposit was primarily due to higher interest rates paid on certificates of deposit from state and local governments. The average balance of deposits increased by $30.9 million, or 2.0%, to $1.6 billion for the three months ended June 30, 2019. The growth in deposits was primarily due to a $105.5 million increase in the average balance of certificates of deposit, which was partially offset by an $80.2 million decrease in the average balance of savings accounts. Interest expense on Federal Home Loan Bank advances rose to $897,000 for the three months ended June 30, 2019 compared to $459,000 for the three months ended June 30, 2018. The increase in interest expense on advances occurred because of a $19.7 million increase in the average balance and a 114 basis point increase in the cost of advances. The increase in the average balance and cost of advances occurred as we obtained $82.0 million of long-term FHLB advances in 2019 to control our interest rate risk. Interest expense on securities sold under agreements to repurchase declined to $41,000 for the three months ended June 30, 2019 compared to $126,000 for the three months ended June 30, 2018. The decrease in interest expense on securities sold under agreements to repurchase occurred primarily because of a $20.0 million decrease in the average balance, which occurred as matured borrowings were paid off.
Provision for Loan Losses. We recorded a reversal of provision for loan losses of $51,000 and recorded provisions of $60,000 for the three months ended June 30, 2019 and June 30, 2018, respectively. The reversal of provisions in 2019 resulted from the improving credit quality of our loan portfolio and a reduction in loan losses. The provisions recorded resulted in ratios of the allowance for loan losses to total loans of 0.16% and 0.17% at June 30, 2019 and 2018, respectively. Nonaccrual loans totaled $892,000 at June 30, 2019, or 0.06% of total loans at that date, compared to $2.1 million of nonaccrual loans at June 30, 2018, or 0.10% of total loans at that date. Nonaccrual loans as
of June 30, 2019 and 2018 consisted primarily of one- to four-family residential real estate loans. To the best of our knowledge, we have provided for all losses that are both probable and reasonable to estimate at June 30, 2019 and 2018. For additional information see Note (6), “Loans Receivable and Allowance for Loan Losses” in our Notes to Consolidated Financial Statements.
Noninterest Income. The following table summarizes changes in noninterest income between the three months ended June 30, 2019 and 2018.
Change
$ Change
% Change
(0.4)
(2.8)
55.6
(100.0)
429
543.0
436
52.1
Noninterest income increased by $436,000 for the three months ended June 30, 2019 compared to the three months ended June 30, 2018. Other income increased primarily due to bank-owned life insurance proceeds.
Noninterest Expense. The following table summarizes changes in noninterest expense between the three months ended June 30, 2019 and 2018.
234
4.3
0.3
2.1
(7.1)
(111)
(9.6)
137
1.5
Noninterest expense increased by $137,000 for the three months ended June 30, 2019 compared to the three months ended June 30, 2018. Salaries and employee benefit expense increased primarily due to an increase in the expense for performance-based stock awards. Other general and administrative expenses decreased primarily due to decreases in marketing expenses, legal expense and charitable contributions, which was partially offset by an increase in auditing expenses.
Income Tax Expense. Income taxes were $1.4 million for the three months ended June 30, 2019, reflecting an effective tax rate of 21.9%, compared to $1.3 million for the three months ended June 30, 2018, reflecting an effective tax rate of 21.3%. Income tax expense for the three months ended June 30, 2019 included a tax benefit of $144,000 related to the exercise of stock options. In addition, $419,000 of recoveries on bank-owned life insurance was not taxable, which lowered the effective tax rate. Income tax expense for the three months ended June 30, 2018 included tax benefits of $110,000 related to the exercise of stock options and $140,000 for a $1.0 million contribution to our defined benefit pension plan. The tax benefit from the pension contribution occurred as the tax deduction for the pension contribution was calculated at the 35.0% federal corporate tax rate for 2017 rather than the 21.0% federal corporate tax rate for 2018.
Comparison of Operating Results for the Six Months Ended June 30, 2019 and 2018
General. Net income increased by $1.8 million, or 18.4%, from $9.8 million for the six months ended June 30, 2018 to $11.6 million for the six months ended June 30, 2019. The increase in net income was due to a $3.1 million increase in noninterest income and a $115,000 decrease in loan loss provisions. These increases were partially offset by a $648,000 decrease in net interest income, a $518,000 increase in noninterest expense and a $282,000 increase in income taxes.
Net Interest Income. Net interest income decreased by $648,000 or 2.1%, to $29.5 million for the six months ended June 30, 2019. Interest income increased by $1.4 million, or 3.9%, due to a $37.9 million increase in the average balance of interest-earning assets and a seven basis point increase in the average yield of interest-earning assets. Interest expense increased by $2.1 million, or 32.7%, due to a $27.8 million increase in the average balance of interest-bearing liabilities and a 22 basis point increase in the cost of average interest-bearing liabilities. The interest rate spread and net interest margin were 2.84% and 2.96% respectively, for the six months ended June 30, 2019, compared to 2.99% and 3.08%, respectively, for the six months ended June 30, 2018. The decreases in the interest rate spread and in the net interest margin are attributable to a 22 basis point increase in the cost of average interest-bearing liabilities that was partially offset by a seven basis point increase in the yield of average interest-earning assets.
Interest Income. Interest income increased by $1.4 million, or 3.9%, to $37.8 million for the six months ended June 30, 2019. Interest income on loans increased by $1.8 million, or 6.1%, to $31.6 million for the six months ended June 30, 2019 from $29.8 million for the six months ended June 30, 2018. The increase in interest income on loans occurred primarily because the average balance of loans grew by $77.4 million, or 5.1%, as new loan originations exceeded loan repayments and loan sales.
Interest Expense. Interest expense increased by $2.1 million, or 32.7%, to $8.3 million for the six months ended June 30, 2019. Interest expense on deposits increased by $1.6 million, or 31.1%, from $5.1 million for the six months ended June 30, 2018 to $6.7 million for the six months ended June 30, 2019. The increase in interest expense on deposits was due to an increase the average rate paid on deposits and in the average balance. The average rate on deposits rose to 0.84% for the six months ended June 30, 2019 compared to 0.65% for the six months ended June 30, 2018. The increase in the average rate on deposits was primarily due to an increase in the average cost of certificates of deposit, which increased to 1.97% for the six months ended June 30, 2019 from 1.57% for the six months ended June 30, 2018. The increase in the average rate paid on certificates of deposit was primarily due to higher interest rates paid on certificates of deposit from state and local governments. The average balance of deposits increased by $27.5 million, or 1.8%, to $1.6 billion for the six months ended June 30, 2019. The growth in deposits was primarily due to a $93.6 million increase in the average balance of certificates of deposit, which was partially offset by a $72.0 million decrease in the average balance of savings accounts. Interest expense on Federal Home Loan Bank advances rose to $1.5 million for the six months ended June 30, 2019 compared to $878,000 for the six months ended June 30, 2018. The increase in interest expense on advances occurred because of a $14.6 million increase in the average balance and a 77 basis point increase in the cost of advances. The increase in the average balance and cost of FHLB advances occurred as we obtained $82.0 million of long-term FHLB advances in 2019 to control interest rate risk. Interest expense on securities sold under agreements to repurchase declined to $131,000 for the six months ended June 30, 2019 compared to $251,000 for the six months ended June 30, 2018. The decrease in interest expense on securities sold under agreements to repurchase occurred primarily because of a $14.3 million decrease in the average balance, which occurred as matured borrowings were paid off.
Provision for Loan Losses. We recorded a reversal of provision for loan losses of $46,000 and recorded provisions for loan losses of $69,000 for the six months ended June 30, 2019 and 2018, respectively. The reversal of provisions in 2019 resulted from the improving credit quality of our loan portfolio and a reduction in loan losses. The provisions recorded resulted in ratios of the allowance for loan losses to total loans of 0.16% and 0.17% at June 30, 2019 and 2018, respectively. Nonaccrual loans totaled $892,000 at June 30, 2019, or 0.06% of total loans at that date, compared to $2.1 million of nonaccrual loans at June 30, 2018, or 0.10% of total loans at that date. Nonaccrual loans as of June 30, 2019 and 2018 consisted primarily of one- to four-family residential real estate loans. To the best of our knowledge, we have provided for all losses that are both probable and reasonable to estimate at June 30, 2019 and 2018.
For additional information see Note (6), “Loans Receivable and Allowance for Loan Losses” in our Notes to Consolidated Financial Statements.
Noninterest Income. The following table summarizes changes in noninterest income between the six months ended June 30, 2019 and 2018.
2.3
(14)
(3.2)
2,742
6,093.3
(47)
(88.7)
432
291.9
3,134
198.5
Noninterest income increased by $3.1 million for the six months ended June 30, 2019 compared to the six months ended June 30, 2018. During the six months ended June 30, 2019 we sold our investment in a trust preferred security, PreTSL XXIII, resulting in a gain of $2.7 million. The sale of this trust preferred security, which had a significant deterioration in the issuer’s credit rating, is in accordance with the Investments – Debt and Equity Securities topic of the FASB ASC and does not taint management’s assertion of its intent to hold the remaining securities in the held-to-maturity portfolio to maturity. Other income increased primarily due to bank-owned life insurance proceeds.
Noninterest Expense. The following table summarizes changes in noninterest expense between the six months ended June 30, 2019 and 2018.
273
2.4
80
2.6
172
8.9
(20)
(6.5)
0.6
518
2.8
Noninterest expense increased by $518,000 for the six months ended June 30, 2019 compared to the six months ended June 30, 2018. Salaries and employee benefits expense increased primarily due to an increase in the expense for performance-based stock awards. Equipment expense increased primarily due to an increase in service bureau expense.
Income Tax Expense. Income taxes were $3.4 million for the six months ended June 30, 2019, reflecting an effective tax rate of 22.6%, compared to $3.1 million for the six months ended June 30, 2018, reflecting an effective tax rate of 24.1%. Income tax expense for the six months ended June 30, 2019 included tax benefits of $232,000 related to the exercise of stock options. In addition, $419,000 of recoveries on bank-owned life insurance was not taxable, which lowered the effective tax rate. Income tax expense for the six months ended June 30, 2018 included tax benefits of $129,000 related to the exercise of stock options and $140,000 for a $1.0 million contribution to our defined benefit pension plan. The tax benefit from the pension contribution occurred as the tax deduction for the pension contribution was calculated at the 35.0% federal corporate tax rate for 2017 rather than the 21.0% federal corporate tax rate for 2018.
39
Liquidity and Capital Resources
Liquidity is the ability to meet current and future financial obligations. Our primary sources of funds consist of deposit inflows, cash balances at the Federal Reserve Bank, loan repayments, advances from the Federal Home Loan Bank, securities sold under agreements to repurchase, proceeds from loan sales and principal repayments on securities. While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit flows and mortgage prepayments are greatly influenced by general interest rates, economic conditions and competition. We have established an Asset/Liability Management Committee, consisting of our President and Chief Executive Officer, our Vice Chairman and Co-Chief Operating Officer, our Senior Vice President and Chief Financial Officer and our Vice President and Controller, which is responsible for establishing and monitoring our liquidity targets and strategies in order to ensure that sufficient liquidity exists for meeting the borrowing needs and deposit withdrawals of our customers as well as unanticipated contingencies. We believe that we have enough sources of liquidity to satisfy our short- and long-term liquidity needs as of June 30, 2019.
We regularly monitor and adjust our investments in liquid assets based upon our assessment of:
(i)
expected loan demand;
(ii)
purchases and sales of investment securities;
(iii)
expected deposit flows and borrowing maturities;
(iv)
yields available on interest-earning deposits and securities; and
(v)
the objectives of our asset/liability management program.
Excess liquid assets are invested generally in interest-earning deposits or securities and may also be used to pay off short-term borrowings.
Our most liquid asset is cash. The amount of this asset is dependent on our operating, financing, lending and investing activities during any given period. At June 30, 2019, our cash and cash equivalents totaled $41.5 million. On that date, we had $10.0 million in securities sold under agreements to repurchase outstanding and $145.5 million of Federal Home Loan Bank advances outstanding, with the ability to borrow an additional $698.3 million under Federal Home Loan Bank advances.
Our cash flows are derived from operating activities, investing activities and financing activities as reported in our Consolidated Statements of Cash Flows included in our Consolidated Financial Statements.
At June 30, 2019, we had $11.5 million in loan commitments outstanding, most of which were for fixed-rate loans, and had $29.1 million in unused lines of credit to borrowers. Certificates of deposit due within one year at June 30, 2019 totaled $289.7 million, or 17.6% of total deposits. If these deposits do not remain with us, we may be required to seek other sources of funds, including loan sales, brokered deposits, securities sold under agreements to repurchase and Federal Home Loan Bank advances. Depending on market conditions, we may be required to pay higher rates on such deposits or other borrowings than we currently pay on the certificates of deposit due on or before June 30, 2020. We believe, however, based on past experience that a significant portion of such deposits will remain with us. We have the ability to attract and retain deposits by adjusting the interest rates offered.
Our primary investing activities are originating loans and purchasing mortgage-backed securities. During the six months ended June 30, 2019 and 2018 we originated $99.0 million and $121.7 million of loans, respectively. We purchased $7.8 million $15.0 million of securities in the six months ended June 30, 2019 and 2018, respectively.
Financing activities consist primarily of activity in deposit accounts, Federal Home Loan Bank advances, securities sold under agreements to repurchase, stock repurchases and dividend payments. We experienced net increases in deposits of $16.6 million and $49.9 million for the six months ended June 30, 2019 and 2018, respectively. Deposit
flows are affected by the overall level of interest rates, the interest rates and products offered by us and our local competitors, and by other factors.
Liquidity management is both a daily and long-term function of business management. If we require funds beyond our ability to generate them internally, borrowing agreements exist with the Federal Home Loan Bank, which provide an additional source of funds. Federal Home Loan Bank advances were $145.5 million and $142.2 million at June 30, 2019 and December 31, 2018, respectively. We had the ability to borrow up to an additional $698.3 million and $769.3 million from the Federal Home Loan Bank as of June 30, 2019 and December 31, 2018, respectively. We also utilize securities sold under agreements to repurchase as another borrowing source. Securities sold under agreements to repurchase were $10.0 million at June 30, 2019 and $30.0 million at December 31, 2018.
At June 30, 2019, we had $85.0 million in standby letters of credit from the FHLB for use as collateral for State of Hawaii deposits. At December 31, 2018, we did not have any standby letters of credit from the FHLB.
Territorial Bancorp Inc. is a separate legal entity from Territorial Savings Bank and must provide for its own liquidity to pay dividends, repurchase shares of its common stock and for other corporate purposes. Territorial Bancorp Inc.’s primary source of liquidity is dividend payments from Territorial Savings Bank. The ability of Territorial Savings Bank to pay dividends to Territorial Bancorp Inc. is subject to regulatory requirements. At June 30, 2019, Territorial Bancorp Inc. (on an unconsolidated, stand-alone basis) had liquid assets of $19.8 million.
Territorial Savings Bank and the Company are subject to various regulatory capital requirements, including a risk-based capital measure. The risk-based capital guidelines include both a definition of capital and a framework for calculating risk-weighted assets by assigning balance sheet assets and off-balance sheet items to broad risk categories. Effective January 1, 2015, the well capitalized threshold for Tier 1 risk-based capital was increased from 6.0% to 8.0% and a new capital standard, common equity tier 1 risk-based capital, was implemented with a 6.5% ratio requirement for a financial institution to be considered well capitalized. Additionally, effective January 1, 2015, consolidated regulatory capital requirements identical to those applicable to the subsidiary depository institutions became applicable to savings and loan holding companies over $1.0 billion in assets, such as the Company. This asset level increased to $3.0 billion in 2018. Accordingly, the Company is no longer subject to regulatory capital requirements. The capital requirements became fully-phased in on January 1, 2019. At June 30, 2019 and December 31, 2018, Territorial Savings Bank exceeded all of the fully-phased in regulatory capital requirements and is considered to be “well capitalized” under regulatory guidelines. In addition to establishing the minimum regulatory capital requirements, the regulations limit capital distributions and certain discretionary bonus payments to management if the institution does not hold a “capital conservation buffer” consisting of 2.5% of common equity Tier 1 capital to risk-weighted assets above the amount necessary to meet its minimum risk-based capital requirements. The capital conservation buffer requirement was phased in beginning January 1, 2016 at 0.625% of risk-weighted assets and increased each year until fully implemented at 2.5% on January 1, 2019.
The tables below present the fully-phased in capital required to be considered “well-capitalized” and meet the capital conservation buffer requirement as a percentage of total and risk-weighted assets and the percentage and the total amount of capital maintained for Territorial Savings Bank and the Company at June 30, 2019 and December 31, 2018:
Required Ratio
Actual Amount
Actual Ratio
Tier 1 Leverage Capital
Territorial Savings Bank
5.00
228,965
11.05
Territorial Bancorp Inc.
248,972
12.01
Common Equity Tier 1 Risk-Based Capital (1)
9.00
23.30
25.33
Tier 1 Risk-Based Capital (1)
10.50
Total Risk-Based Capital (1)
12.50
231,747
23.59
251,754
25.61
225,694
11.09
242,888
11.92
23.50
25.29
228,423
23.78
245,617
25.57
The required Common Equity Tier 1 Risk-Based Capital, Tier 1 Risk-Based Capital and Total Risk-Based Capital ratios are based on the fully-phased in capital ratios in the Basel III capital regulations plus the 2.50% capital conservation buffer that became effective on January 1, 2019.
Prompt Corrective Action provisions define specific capital categories based on an institution’s capital ratios. However, the regulators may impose higher minimum capital standards on individual institutions or may downgrade an institution from one capital category to a lower category because of safety and soundness concerns. Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators that, if undertaken, could have a direct material effect on our consolidated financial statements.
Prompt Corrective Action provisions impose certain restrictions on institutions that are undercapitalized. The restrictions imposed become increasingly more severe as an institution’s capital category declines from “undercapitalized” to “critically undercapitalized.”
At June 30, 2019 and December 31, 2018, the Bank’s capital ratios exceeded the minimum capital thresholds for a “well-capitalized” institution. There are no conditions or events that have changed the institution’s category under the capital guidelines.
Depending on the amount of dividends to be paid, the Bank is required to either notify or make application to the Federal Reserve Bank before dividends are paid to the parent company.
Legislation enacted in May 2018 requires the federal banking agencies, including the Federal Reserve Board, to establish a “community bank leverage ratio” of between 8 to 10% of average total consolidated assets for qualifying institutions with assets of less than $10 billion. Institutions with capital meeting the specified requirements and electing to follow the alternative framework would be deemed to comply with the applicable regulatory capital requirements, including the risk based requirements. The federal regulators have issued a proposal rule that would set the ratio at 9%.
Off-Balance Sheet Arrangements and Aggregate Contractual Obligations
Commitments. As a financial services provider, we routinely are a party to various financial instruments with off-balance sheet risks, such as commitments to extend credit and unused lines of credit. While these contractual obligations represent our potential future cash requirements, a significant portion of commitments to extend credit may expire without being drawn upon. Such commitments are subject to the same credit policies and approval process accorded to loans we make. In addition, we enter into commitments to sell mortgage loans.
Contractual Obligations. In the ordinary course of our operations, we enter into certain contractual obligations. Such obligations include operating leases for premises and equipment, agreements with respect to borrowed funds and deposit liabilities and agreements with respect to investments. Except for an increase of $64.8 million in certificates of deposit and an increase of $3.6 million in loan commitments between December 31, 2018 and June 30, 2019, there have not been any material changes in contractual obligations and funding needs since December 31, 2018.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
General. Our most significant form of market risk is interest rate risk because, as a financial institution, the majority of our assets and liabilities are sensitive to changes in interest rates. Therefore, a principal part of our operations is to manage interest rate risk and limit the exposure of our net interest income to changes in market interest rates. Our Board of Directors has established an Asset/Liability Management Committee, which is responsible for evaluating the interest rate risk inherent in our assets and liabilities, for determining the level of risk that is appropriate, given our business strategy, operating environment, capital, liquidity and performance objectives, and for managing this risk consistent with the guidelines approved by the Board of Directors.
Because we have historically operated as a traditional thrift institution, the significant majority of our assets consist of long-term, fixed-rate residential mortgage loans and mortgage-backed securities, which we have funded primarily with deposit accounts, securities sold under agreements to repurchase and Federal Home Loan Bank advances. In addition, there is little demand for adjustable-rate mortgage loans in the Hawaii market area. This has resulted in our being particularly vulnerable to increases in interest rates, as our interest-bearing liabilities mature or reprice more quickly than our interest-earning assets. We sold $2.5 million and $7.0 million of fixed-rate mortgage loans for the six months ended June 30, 2019 and 2018, respectively, to reduce our interest rate risk.
Our policies do not permit hedging activities, such as engaging in futures, options or swap transactions, or investing in high-risk mortgage derivatives, such as collateralized mortgage obligation residual interests, real estate mortgage investment conduit residual interests or stripped mortgage-backed securities.
Economic Value of Equity. We use an interest rate sensitivity analysis that computes changes in the economic value of equity (EVE) of our cash flows from assets, liabilities and off-balance sheet items in the event of a range of assumed changes in market interest rates. EVE represents the market value of portfolio equity and is equal to the present value of assets minus the present value of liabilities, with adjustments made for off-balance sheet items. This analysis assesses the risk of loss in market-risk-sensitive instruments in the event of an instantaneous and sustained 100 to 400 basis point increase or a 100 to 200 basis point decrease in market interest rates with no effect given to any steps that we might take to counter the effect of that interest rate movement. A basis point equals one-hundredth of one percent, and 100 basis points equals one percent. An increase in interest rates from 3% to 4% would mean, for example, a 100 basis point increase in the “Change in Interest Rates” column below. Given the current relatively low level of market interest rates, an EVE calculation for an interest rate decrease of greater than 200 basis points has not been prepared.
The following table presents our internal calculations of the estimated changes in our EVE as of March 31, 2019 (the latest date for which we have available information) that would result from the designated instantaneous changes in the interest rate yield curve.
Increase
(Decrease) in
EVE Ratio as a
Change in
Percent of
Interest Rates
Estimated EVE
Percentage
Present Value
Present Value of
(bp) (1)
EVE
Change in EVE
of Assets (3)(4)
Assets (3)(4)
+400
133,953
(168,677)
(55.74)
8.37
(6.46)
+300
178,432
(124,198)
(41.04)
10.47
(4.36)
+200
228,936
(73,694)
(24.35)
12.59
(2.24)
+100
277,945
(24,685)
(8.16)
14.34
(0.49)
0
302,630
14.83
-100
287,949
(14,681)
(4.85)
13.64
(1.19)
-200
226,223
(76,407)
(25.25)
10.55
(4.28)
Assumes an instantaneous uniform change in interest rates at all maturities.
EVE is the difference between the present value of an institution’s assets and liabilities.
Present value of assets represents the discounted present value of incoming cash flows on interest-earning assets.
EVE Ratio represents EVE divided by the present value of assets.
Interest rates on Freddie Mac mortgage-backed securities have decreased by 24 basis points between March 31, 2019 and June 30, 2019. The decrease in interest rates is not expected to have a significant effect on estimated EVE.
Certain shortcomings are inherent in the methodologies used in determining interest rate risk through changes in EVE. Modeling changes in EVE requires making certain assumptions that may or may not reflect the manner in which actual yields and costs respond to changes in market interest rates. In this regard, the EVE table presented assumes that the composition of our interest-sensitive assets and liabilities existing at the beginning of a period remains constant over the period being measured and assumes that a particular change in interest rates is reflected uniformly across the yield curve regardless of the duration or repricing of specific assets and liabilities. Accordingly, although the EVE table provides an indication of our interest rate risk exposure at a particular point in time, such measurements are not intended to and do not provide a precise forecast of the effect of changes in market interest rates on our EVE and net interest income and will differ from actual results.
ITEM 4. CONTROLS AND PROCEDURES
An evaluation was performed under the supervision and with the participation of the Company’s management, including the Chairman of the Board, President and Chief Executive Officer and the Senior Vice President and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Securities and Exchange Act of 1934, as amended) as of June 30, 2019. Based on that evaluation, the Company’s management, including the Chairman of the Board, President and Chief Executive Officer and the Senior Vice President and Chief Financial Officer, concluded that the Company’s disclosure controls and procedures were effective.
During the quarter ended June 30, 2019, there have been no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
ITEM 1. LEGAL PROCEEDINGS
The Company and its subsidiaries are subject to various legal actions that are considered ordinary, routine litigation incidental to the business of the Company, and no claim for money damages exceeds ten percent of the Company’s consolidated assets. In the opinion of management, based on currently available information, the resolution of these legal actions is not expected to have a material adverse effect on the Company’s results of operations.
ITEM 1A. RISK FACTORS
There have been no material changes to the risk factors as disclosed in our Annual Report on Form 10-K filed with the Securities and Exchange Commission for the period ended December 31, 2018.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
(a) Not applicable.
(b) Not applicable.
(c) Stock Repurchases. The following table sets forth information in connection with repurchases of our shares of common stock during the three months ended June 30, 2019:
Total Number of
Maximum Approximate
Shares Purchased as
Dollar Value of Shares
Total Number
Average Price
Part of Publicly
That May Yet be
of Shares
Paid per
Announced Plans or
Purchased Under the
Period
Purchased (1)
Share
Programs
Plans or Programs (2)
April 1, 2019 through April 30, 2019
39,733
28.63
May 1, 2019 through May 31, 2019
16,440
29.01
June 1, 2019 through June 30, 2019
6,040
28.75
5,000,000
62,213
28.74
______________________________
Includes shares acquired by the Company to settle the exercise price in connection with stock swap or net settlement transactions related to the exercise of stock options and to pay for taxes in connection with restricted stock vesting.
On June 6, 2019, the Company announced its ninth repurchase program. Under the repurchase program, the Company was authorized to repurchase up to $5,000,000 of our common stock based on certain price assumptions. We have entered into a Rule 10b5-1 plan with respect to our stock repurchase program.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
ITEM 6. EXHIBITS
The exhibits required by Item 601 of Regulation S-K are included with this Form 10-Q and are listed below.
INDEX TO EXHIBITS
Exhibit
Number
Description
10.1
Territorial Bancorp Inc. 2019 Equity Incentive Plan (incorporated by reference to Appendix A to the definitive proxy statement for Territorial Bancorp Inc.’s 2019 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on April 16, 2019).
31.1
Certification of Allan S. Kitagawa, Chairman of the Board, President and Chief Executive Officer, Pursuant to Rule 13a-14(a) and Rule 15d-14(a).
31.2
Certification of Melvin M. Miyamoto, Senior Vice President and Chief Financial Officer, Pursuant to Rule 13a-14(a) and Rule 15d-14(a).
Certification of Allan S. Kitagawa, Chairman of the Board, President and Chief Executive Officer, and Melvin M. Miyamoto, Senior Vice President and Chief Financial Officer, Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
The following materials from Territorial Bancorp Inc’s Form 10-Q report for the quarter ended June 30, 2019, formatted in XBRL pursuant to Rule 405 of Regulation S-T: (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Income; (iii) Consolidated Statements of Comprehensive Income; (iv) Consolidated Statements of Stockholders’ Equity (v) Consolidated Statements of Cash Flows; and (vi) Notes to Consolidated Financial Statements.
101.INS
Interactive datafile XBRL Instance Document
101.SCH
Interactive datafile XBRL Taxonomy Extension Schema Document
101.CAL
Interactive datafile XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
Interactive datafile XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
Interactive datafile XBRL Taxonomy Extension Label Linkbase
101.PRE
Interactive datafile XBRL Taxonomy Extension Presentation Linkbase Document
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.
(Registrant)
Date: August 8, 2019
/s/ Allan S. Kitagawa
Allan S. Kitagawa
Chairman of the Board, President and
Chief Executive Officer
/s/ Melvin M. Miyamoto
Melvin M. Miyamoto
Senior Vice President and Chief Financial Officer