Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2022
or
☐
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition
period from to
Commission File Number: 1-6887
BANK OF HAWAII CORP
(Exact name of registrant as specified in its charter)
Delaware
99-0148992
(State of incorporation)
(I.R.S. Employer Identification No.)
130 Merchant Street
Honolulu
Hawaii
96813
(Address of principal executive offices)
(City)
(State)
(Zip Code)
1-888-643-3888
(Registrant’s telephone number, including area code)
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, par value $0.01 per share
BOH
New York Stock Exchange
Depository Shares, Each Representing 1/40th Interest in a Share of 4.375% Fixed Rate Non-Cumulative Preferred Stock, Series A
BOH.PRA
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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
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 ☒
As of April 19, 2022, there were 40,288,597 shares of common stock outstanding.
Bank of Hawaii Corporation
Form 10-Q
Index
Page
Part I - Financial Information
Item 1.
Financial Statements (Unaudited)
Consolidated Statements of Income –Three months ended March 31, 2022, and March 31, 2021
2
Consolidated Statements of Comprehensive Income –Three months ended March 31, 2022, and March 31, 2021
3
Consolidated Statements of Condition –March 31, 2022, and December 31, 2021
4
Consolidated Statements of Shareholders’ Equity –Three months ended March 31, 2022, and March 31, 2021
5
Consolidated Statements of Cash Flows –Three months ended March 31, 2022, and March 31, 2021
6
Notes to Consolidated Financial Statements
7
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
35
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
57
Item 4.
Controls and Procedures
Part II - Other Information
Legal Proceedings
58
Item 1A.
Risk Factors
Unregistered Sales of Equity Securities and Use of Proceeds
Item 6.
Exhibits
59
Signatures
60
1
Bank of Hawaii Corporation and Subsidiaries
Consolidated Statements of Income (Unaudited)
Three Months Ended
March 31,
(dollars in thousands, except per share amounts)
2022
2021
Interest Income
Interest and Fees on Loans and Leases
$
94,439
99,299
Income on Investment Securities
Available-for-Sale
17,100
15,837
Held-to-Maturity
18,701
13,300
Deposits
Funds Sold
127
137
Other
202
185
Total Interest Income
130,573
128,765
Interest Expense
2,353
4,329
Securities Sold Under Agreements to Repurchase
2,772
3,533
Funds Purchased
Other Debt
183
333
Total Interest Expense
5,310
8,196
Net Interest Income
125,263
120,569
Provision for Credit Losses
(5,500
)
(14,300
Net Interest Income After Provision for Credit Losses
130,763
134,869
Noninterest Income
Trust and Asset Management
11,276
11,278
Mortgage Banking
2,740
5,862
Service Charges on Deposit Accounts
7,272
6,128
Fees, Exchange, and Other Service Charges
12,952
13,607
Investment Securities Losses, Net
(1,545
(1,203
Annuity and Insurance
791
702
Bank-Owned Life Insurance
2,349
1,917
7,716
4,679
Total Noninterest Income
43,551
42,970
Noninterest Expense
Salaries and Benefits
59,924
56,251
Net Occupancy
9,826
9,090
Net Equipment
9,153
8,878
Data Processing
4,560
6,322
Professional Fees
3,258
3,406
FDIC Insurance
1,502
1,654
15,651
13,264
Total Noninterest Expense
103,874
98,865
Income Before Provision for Income Taxes
70,440
78,974
Provision for Income Taxes
15,606
19,025
Net Income
54,834
59,949
Preferred Stock Dividends
1,969
—
Net Income Available to Common Shareholders
52,865
Basic Earnings Per Common Share
1.33
1.51
Diluted Earnings Per Common Share
1.32
1.50
Dividends Declared Per Common Share
0.70
0.67
Basic Weighted Average Common Shares
39,752,679
39,827,590
Diluted Weighted Average Common Shares
39,956,391
40,071,477
The accompanying notes are an integral part of the Consolidated Financial Statements (Unaudited).
Consolidated Statements of Comprehensive Income (Loss) (Unaudited)
(dollars in thousands)
Other Comprehensive Income (Loss), Net of Tax:
Net Unrealized Losses on Investment Securities
(180,124
(50,050
Defined Benefit Plans
353
441
Total Other Comprehensive Loss
(179,771
(49,609
Comprehensive Income (Loss)
(124,937
10,340
Consolidated Statements of Condition (Unaudited)
December 31,
Assets
Interest-Bearing Deposits in Other Banks
2,488
2,571
356,373
361,536
Investment Securities
4,258,534
4,276,056
Held-to-Maturity (Fair Value of $4,171,262 and $4,646,619)
4,489,615
4,694,780
Loans Held for Sale
5,293
26,746
Loans and Leases
12,544,492
12,259,076
Allowance for Credit Losses
(152,028
(157,821
Net Loans and Leases
12,392,464
12,101,255
Total Earning Assets
21,504,767
21,462,944
Cash and Due From Banks
236,193
196,327
Premises and Equipment, Net
199,743
199,393
Operating Lease Right-of-Use Assets
93,563
95,621
Accrued Interest Receivable
45,392
45,242
Foreclosed Real Estate
2,332
Mortgage Servicing Rights
23,968
22,251
Goodwill
31,517
446,926
344,587
Other Assets
415,916
384,727
Total Assets
23,000,317
22,784,941
Liabilities
Noninterest-Bearing Demand
7,500,741
7,275,287
Interest-Bearing Demand
4,591,178
4,628,567
Savings
7,701,849
7,456,165
Time
922,519
1,000,089
Total Deposits
20,716,287
20,360,108
450,490
10,367
10,391
Operating Lease Liabilities
101,274
103,210
Retirement Benefits Payable
38,008
38,494
Accrued Interest Payable
2,545
2,499
Taxes Payable
17,265
11,901
Other Liabilities
215,196
196,237
Total Liabilities
21,551,432
21,173,330
Commitments, Contingencies, and Guarantees (Note 12)
Shareholders’ Equity
Preferred Stock ($.01 par value; authorized 180,000 shares;
issued and outstanding: March 31, 2022 and December 31, 2021 - 180,000)
180,000
Common Stock ($.01 par value; authorized 500,000,000 shares;
issued / outstanding: March 31, 2022 - 58,717,811 / 40,288,365
and December 31, 2021 - 58,554,669 / 40,253,193)
582
581
Capital Surplus
607,061
602,508
Accumulated Other Comprehensive Loss
(246,153
(66,382
Retained Earnings
1,974,790
1,950,375
Treasury Stock, at Cost (Shares; March 31, 2022 - 18,429,446
and December 31, 2021 - 18,301,476)
(1,067,395
(1,055,471
Total Shareholders’ Equity
1,448,885
1,611,611
Total Liabilities and Shareholders’ Equity
Consolidated Statements of Shareholders’ Equity (Unaudited)
Preferred
Shares
Outstanding
Stock
Common
Capital
Surplus
Accum. Other
Comprehensive
Income (Loss)
Retained
Earnings
Treasury
Total
Balance as of December 31, 2021
40,253,193
Other Comprehensive Loss
Share-Based Compensation
4,010
Common Stock Issued under Purchase and
Equity Compensation Plans
197,783
543
(185
2,036
2,395
Common Stock Repurchased
(162,611
(13,960
Cash Dividends Declared Common Stock
($0.70 per share)
(28,265
Cash Dividends Declared Preferred Stock
(1,969
Balance as of March 31, 2022
40,288,365
Balance as of December 31, 2020
40,119,312
580
591,360
7,822
1,811,979
(1,037,234
1,374,507
2,780
310,905
664
(845
2,990
2,809
(35,983
(3,189
($0.67 per share)
(27,026
Balance as of March 31, 2021
40,394,234
594,804
(41,787
1,844,057
(1,037,433
1,360,221
Consolidated Statements of Cash Flows (Unaudited)
Operating Activities
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
Depreciation and Amortization
5,308
5,238
Amortization of Deferred Loan and Lease (Fees) Costs, Net
(856
(2,486
Amortization and Accretion of Premiums/Discounts on Investment Securities, Net
7,031
Amortization of Operating Lease Right-of-Use Assets
2,903
2,839
Benefit Plan Contributions
(417
(470
Deferred Income Taxes
3,332
6,397
Net Gains on Sales of Loans and Leases
(1,724
(6,558
Net Losses (Gains) on Sales of Investment Securities
1,545
1,203
Proceeds from Sales of Loans Held for Sale
77,591
171,763
Originations of Loans Held for Sale
(55,110
(102,017
Net Tax Benefits from Share-Based Compensation
214
331
Net Change in Other Assets and Other Liabilities
(51,366
48,860
Net Cash Provided by Operating Activities
41,795
182,407
Investing Activities
Investment Securities Available-for-Sale:
Proceeds from Sales, Prepayments and Maturities
249,585
289,659
Purchases
(481,723
(594,678
Investment Securities Held-to-Maturity:
Proceeds from Prepayments and Maturities
216,409
325,969
(15,240
(533,839
Net Change in Loans and Leases
(284,797
(204,500
Purchases of Premises and Equipment
(5,658
(3,649
Net Cash Used in Investing Activities
(321,424
(721,038
Financing Activities
Net Change in Deposits
356,179
1,345,030
Net Change in Short-Term Borrowings
(100
Repayments of Long-Term Debt
(24
(22
Proceeds from Issuance of Common Stock
2,288
2,704
Repurchase of Common Stock
Cash Dividends Paid on Common Stock
Cash Dividends Paid on Preferred Stock
Net Cash Provided by Financing Activities
314,249
1,317,397
Net Change in Cash and Cash Equivalents
34,620
778,766
Cash and Cash Equivalents at Beginning of Period
560,434
614,088
Cash and Cash Equivalents at End of Period
595,054
1,392,854
Supplemental Information
Cash Paid for Interest
5,264
9,204
Cash Paid for Income Taxes
3,069
2,771
Non-Cash Investing and Financing Activities:
Transfer from Loans to Loans Held for Sale
380
(Unaudited)
Note 1. Summary of Significant Accounting Policies
Basis of Presentation
Bank of Hawaii Corporation (the “Parent”) is a Delaware corporation and a bank holding company headquartered in Honolulu, Hawaii. Bank of Hawaii Corporation and its subsidiaries (collectively, the “Company”) provide a broad range of financial products and services to customers in Hawaii, Guam, and other Pacific Islands. The majority of the Company’s operations consist of customary commercial and consumer banking services including, but not limited to, lending, leasing, deposit services, trust and investment activities, brokerage services, and trade financing. The accompanying consolidated financial statements include the accounts of the Parent and its subsidiaries. The Parent’s principal operating subsidiary is Bank of Hawaii (the “Bank”).
The consolidated financial statements in this report have not been audited by an independent registered public accounting firm, but, in the opinion of management, reflect all adjustments necessary for a fair presentation of the results for the interim periods. All such adjustments are of a normal recurring nature. Intercompany accounts and transactions have been eliminated in consolidation. Certain prior period information has been reclassified to conform to the current period presentation. Operating results for the interim periods disclosed herein are not necessarily indicative of the results that may be expected for the full fiscal year or for any future period.
The accompanying consolidated financial statements 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, they do not include all of the information and accompanying notes required by GAAP for complete financial statements and should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.
Accounting Standard Pending Adoption
In March 2022, the FASB issued ASU 2022-02, “Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures.” ASU 2022-02 eliminates the accounting guidance for troubled debt restructurings (“TDRs”), while enhancing disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty. ASU 2022-02 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. ASU 2022-02 is not expected to have a material impact on the Company’s consolidated financial statements.
Note 2. Cash and Cash Equivalents
The Company is required to maintain cash on hand or on deposit with the Board of Governors of the Federal Reserve System (“FRB”) based on the amount of certain customer deposits, mainly checking accounts. The FRB lowered the reserve requirement ratios on transaction accounts to zero percent effective March 25, 2020, therefore, there were no required reserve balances as of March 31, 2022, and December 31, 2021.
The following table provides a reconciliation of cash and cash equivalents reported within the consolidated statements of condition:
Total Cash and Cash Equivalents
Note 3. Investment Securities
The amortized cost, gross unrealized gains and losses, and fair value of the Company’s investment securities as of March 31, 2022, and December 31, 2021, were as follows:
Amortized
Cost
Gross
Unrealized
Gains
Losses
Fair Value
March 31, 2022
Available-for-Sale:
Debt Securities Issued by the U.S. Treasury and Government Agencies
281,530
1,326
(7,693
275,163
Debt Securities Issued by States and Political Subdivisions
74,724
(5,062
69,668
Debt Securities Issued by U.S. Government-Sponsored Enterprises
1,758
(57
1,701
Debt Securities Issued by Corporations
433,216
12
(23,622
409,606
Mortgage-Backed Securities:
Residential - Government Agencies
1,368,122
1,063
(78,035
1,291,150
Residential - U.S. Government-Sponsored Enterprises
2,201,086
128
(170,933
2,030,281
Commercial - Government Agencies or Sponsored Agencies
188,073
24
(7,132
180,965
Total Mortgage-Backed Securities
3,757,281
1,215
(256,100
3,502,396
4,548,509
2,559
(292,534
Held-to-Maturity:
131,526
(8,584
122,942
19,496
(1,175
18,321
1,681,326
3,259
(118,611
1,565,974
2,189,122
547
(152,862
2,036,807
468,145
(40,927
427,218
4,338,593
3,806
(312,400
4,029,999
(322,159
4,171,262
December 31, 2021
248,858
1,513
(284
250,087
74,743
1,080
(5
75,818
33
(11
1,780
384,590
2,339
(3,816
383,113
1,327,990
9,818
(18,766
1,319,042
2,127,781
4,792
(42,247
2,090,326
155,164
1,885
(1,159
155,890
3,610,935
16,495
(62,172
3,565,258
4,320,884
21,460
(66,288
131,495
287
(643
131,139
20,316
76
(249
20,143
1,774,394
12,139
(30,621
1,755,912
2,286,880
15,508
(32,627
2,269,761
481,695
324
(12,355
469,664
4,542,969
27,971
(75,603
4,495,337
28,334
(76,495
4,646,619
The Company elected to exclude accrued interest receivable (“AIR”) from the amortized cost basis of debt securities disclosed throughout this footnote. For available-for-sale (“AFS”) debt securities, AIR totaled $8.7 million and $8.4 million as of March 31, 2022, and December 31, 2021, respectively. For held-to-maturity (“HTM”) debt securities, AIR totaled $7.8 million and $8.2 million as of March 31, 2022, and December 31, 2021, respectively. AIR is included in the “accrued interest receivable” line item on the Company’s consolidated statements of condition.
8
The table below presents an analysis of the contractual maturities of the Company’s investment securities as of March 31, 2022. Debt securities issued by government agencies (Small Business Administration securities) and mortgage-backed securities are disclosed separately in the table below as these investment securities may prepay prior to their scheduled contractual maturity dates.
Due in One Year or Less
694
696
Due After One Year Through Five Years
279,784
271,681
Due After Five Years Through Ten Years
372,250
345,146
Due After Ten Years
13,130
12,012
665,858
629,535
Debt Securities Issued by Government Agencies
125,370
126,603
15,781
15,127
Due After Five Year Through Ten Years
124,026
115,993
11,215
10,143
151,022
141,263
Investment securities with carrying values of $3.1 billion and $2.9 billion as of March 31, 2022, and December 31, 2021, respectively, were pledged to secure deposits of governmental entities, securities sold under agreements to repurchase, and FRB discount window borrowing.
The table below presents the losses from the sales of investment securities for the three months ended March 31, 2022, and March 31, 2021:
Total Losses on Sales of Investment Securities
The losses on sales of investment securities during the three months ended March 31, 2022, and March 31, 2021, respectively, which were primarily due to fees paid to the counterparties of the Company’s prior Visa Class B share sale transactions, which are expensed as incurred. There was no gain on sales of investment securities for the three months ended March 31, 2022, and March 31, 2021.
9
The following table summarizes the Company’s AFS debt securities in an unrealized loss position for which an allowance for credit losses was not deemed necessary, aggregated by major security type and length of time in a continuous unrealized loss position:
Less Than 12 Months
12 Months or Longer
Debt Securities Issued by the U.S. Treasury
and Government Agencies
155,571
(7,610
9,150
(83
164,721
Debt Securities Issued by States
and Political Subdivisions
68,458
Debt Securities Issued by U.S. Government-
Sponsored Enterprises
(54
46
(3
1,700
295,711
(19,798
86,176
(3,824
381,887
1,053,590
(63,144
134,437
(14,891
1,188,027
Residential - U.S. Government-Sponsored
Enterprises
1,228,427
(85,268
786,229
(85,665
2,014,656
Commercial-Government Agencies or Sponsored Agencies
155,059
(5,075
20,242
(2,057
175,301
2,437,076
(153,487
940,908
(102,613
3,377,984
2,958,470
(186,011
1,036,280
(106,523
3,994,750
51,455
(195
9,995
(89
61,450
643
814
(10
49
(1
863
249,629
(2,846
64,029
(970
313,658
810,157
(17,131
41,471
(1,635
851,628
1,670,500
(35,711
180,205
(6,536
1,850,705
25,664
(223
21,810
(936
47,474
2,506,321
(53,065
243,486
(9,107
2,749,807
2,808,862
(56,121
317,559
(10,167
3,126,421
The Company does not believe that the AFS debt securities that were in an unrealized loss position as of March 31, 2022, which were comprised of 422 individual securities, represent a credit loss impairment. As of March 31, 2022, and December 31, 2021, the gross unrealized loss positions were primarily related to mortgage-backed securities issued by U.S. government agencies or U.S. government-sponsored enterprises. These securities carry the explicit and/or implicit guarantee of the U.S. government, are widely recognized as “risk free,” and have a long history of zero credit loss. Total gross unrealized losses were primarily attributable to changes in interest rates, relative to when the investment securities were purchased, and not due to the credit quality of the investment securities. The Company does not intend to sell the investment securities that were in an unrealized loss position and it is not more likely than not that the Company will be required to sell the investment securities before recovery of their amortized cost basis, which may be at maturity.
Substantially all of the Company’s HTM debt securities are issued by U.S. government agencies or U.S. government-sponsored enterprises. These securities carry the explicit and/or implicit guarantee of the U.S. government, are widely recognized as “risk free,” and have a long history of zero credit loss. Therefore, an allowance for credit losses for these securities was not deemed necessary as of March 31, 2022.
10
Interest income from taxable and non-taxable investment securities for the three months ended March 31, 2022, and March 31, 2021, were as follows:
Taxable
35,790
28,856
Non-Taxable
11
281
Total Interest Income from Investment Securities
35,801
29,137
As of March 31, 2022, and December 31, 2021, the carrying value of the Company’s Federal Home Loan Bank of Des Moines stock and Federal Reserve Bank stock was as follows:
Federal Home Loan Bank of Des Moines Stock
10,000
Federal Reserve Bank Stock
26,726
26,624
36,726
36,624
These securities can only be redeemed or sold at their par value and only to the respective issuing institution or to another member institution. The Company records these non-marketable equity securities as a component of other assets and periodically evaluates these securities for impairment. Management considers these non-marketable equity securities to be long-term investments. Accordingly, when evaluating these securities for impairment, management considers the ultimate recoverability of the par value rather than recognizing temporary declines in value.
Note 4. Loans and Leases and the Allowance for Credit Losses
The Company’s loan and lease portfolio was comprised of the following as of March 31, 2022, and December 31, 2021:
Commercial
Commercial and Industrial
1,354,757
1,361,921
Paycheck Protection Program
57,809
126,779
Commercial Mortgage
3,257,689
3,152,130
Construction
248,363
220,254
Lease Financing
98,107
105,108
Total Commercial
5,016,725
4,966,192
Consumer
Residential Mortgage
4,405,718
4,309,602
Home Equity
1,958,285
1,836,588
Automobile
742,934
736,565
Other 1
420,830
410,129
Total Consumer
7,527,767
7,292,884
Total Loans and Leases
Comprised of other revolving credit, installment, and lease financing.
The majority of the Company’s lending activity is with customers located in the State of Hawaii. A substantial portion of the Company’s real estate loans are secured by real estate in Hawaii.
Net gains related to sales of residential mortgage loans, recorded as a component of mortgage banking income was less than $0.1 million for three months ended March 31, 2022, and $2.1 million for the three months ended March 31, 2021.
The Company elected to exclude AIR from the amortized cost basis of loans disclosed throughout this footnote. As of March 31, 2022, and December 31, 2021, AIR for loans totaled $28.9 million and $28.7 million, respectively, and is included in the “accrued interest receivable” line item on the Company’s consolidated statements of condition.
Allowance for Credit Losses (the “Allowance”)
The following presents by portfolio segment, the activity in the Allowance for the three months ended March 31, 2022, and March 31, 2021.
Three Months Ended March 31, 2022
Allowance for Credit Losses:
Balance at Beginning of Period
64,950
92,871
157,821
Loans and Leases Charged-Off
(349
(3,559
(3,908
Recoveries on Loans and Leases Previously Charged-Off
369
2,053
2,422
Net Loans and Leases Recovered (Charged-Off)
20
(1,506
(1,486
(2,877
(1,430
(4,307
Balance at End of Period
62,093
89,935
152,028
Three Months Ended March 31, 2021
84,847
131,405
216,252
(248
(6,043
(6,291
112
3,263
3,375
(136
(2,780
(2,916
(1,900
(13,093
(14,993
82,811
115,532
198,343
Credit Quality Indicators
The Company uses several credit quality indicators to manage credit risk in an ongoing manner. The Company uses an internal credit risk rating system that categorizes loans and leases into pass, special mention, or classified categories. Credit risk ratings are applied individually to those classes of loans and leases that have significant or unique credit characteristics that benefit from a case-by-case evaluation. These are typically loans and leases to businesses or individuals in the classes which comprise the commercial portfolio segment. Groups of loans and leases that are underwritten and structured using standardized criteria and characteristics (e.g., credit scoring or payment performance), are typically risk-rated and monitored collectively. These are typically loans and leases to individuals in the classes which comprise the consumer portfolio segment.
The following are the definitions of the Company’s credit quality indicators:
Pass:
Loans and leases in all classes within the commercial and consumer portfolio segments that are not adversely rated, are contractually current as to principal and interest, and are otherwise in compliance with the contractual terms of the loan or lease agreement. Residential mortgage loans that are past due 90 days or more as to principal or interest may be considered Pass if the current loan-to-value ratio is 60% or less. Home equity loans that are past due 90 days or more as to principal or interest may be considered Pass if: a) the home equity loan is in a first lien position and the current loan-to-value ratio is 60% or less; or b) the first mortgage is with the Company and the current combined loan-to-value ratio is 60% or less.
Special Mention:
Loans and leases in all classes within the commercial portfolio segment that have potential weaknesses that deserve management’s close attention. If not addressed, these potential weaknesses may result in deterioration of the repayment prospects for the loan or lease. The Special Mention credit quality indicator is not used for the consumer portfolio segment.
Classified:
Loans and leases in the classes within the commercial portfolio segment that are inadequately protected by the sound worth and paying capacity of the borrower or of the collateral pledged, if any. Classified loans and leases are also those in the classes within the consumer portfolio segment that are past due 90 days or more as to principal or interest. Residential mortgage and home equity loans that are past due 90 days or more as to principal or interest may be considered Pass based on the criteria described in the definition of Pass.
13
For Pass rated credits, risk ratings are certified at a minimum annually. For Special Mention or Classified credits, risk ratings are reviewed for appropriateness on an ongoing basis, monthly, or at a minimum, quarterly. The following presents by credit quality indicator, loan class, and year of origination, the amortized cost basis of the Company’s loans and leases as of March 31, 2022.
Term Loans by Origination Year
2020
2019
2018
Prior
Revolving
Loans
Converted
to Term
Total Loans
and Leases
Pass
145,785
406,736
293,772
73,828
54,642
88,630
241,899
1,305,672
Special Mention
-
1,944
99
18,815
20,858
Classified
10,579
1,197
1,949
13,495
965
42
28,227
Total Commercial and
Industrial
419,259
294,969
56,591
102,224
261,679
422
36,404
21,405
Total Paycheck Protection Program
285,209
898,610
731,405
334,284
222,623
588,824
52,742
3,113,697
56,690
31,374
30,000
4,817
122,881
3,728
7,791
636
8,956
21,111
Mortgage
959,028
770,570
334,920
252,623
602,597
3,936
77,483
109,348
39,970
596
17,030
Total Construction
5,701
21,146
14,462
14,482
8,649
32,847
97,287
820
Total Lease
Financing
9,469
440,631
1,513,320
1,210,754
423,230
358,653
738,264
331,451
290,338
1,365,595
1,090,003
346,369
160,412
1,150,355
4,403,072
232
2,414
2,646
Total Residential
160,644
1,152,769
2,171
1,918,767
34,493
1,955,431
2,283
514
2,854
Total Home Equity
2,228
1,921,050
35,007
86,068
277,436
138,175
122,207
77,547
40,996
742,429
121
32
173
94
85
505
Total Automobile
277,557
138,207
122,380
77,641
41,081
Other1
58,605
159,063
44,754
78,662
35,063
18,419
24,225
1,388
420,179
82
279
83
80
651
Total Other
159,105
44,836
78,941
35,145
18,502
24,305
1,391
435,011
1,802,257
1,273,046
547,690
273,430
1,214,580
1,945,355
36,398
875,642
3,315,577
2,483,800
970,920
632,083
1,952,844
2,276,806
36,820
For the three months ended March 31, 2022, $1.4 million revolving loans were converted to term loans.
14
The following presents by credit quality indicator, loan class, and year of origination, the amortized cost basis of the Company’s loans and leases as of December 31, 2021.
2017
455,984
301,646
79,826
68,026
27,246
75,321
256,240
471
1,264,760
1,966
32,667
101
27,031
61,765
10,851
1,919
87
1,990
17,481
2,509
54
35,396
468,801
336,232
79,913
70,016
27,751
92,903
285,780
525
86,484
40,295
958,719
736,155
338,160
261,991
178,436
459,337
53,386
2,986,184
68,768
39,773
6,069
144,610
3,740
7,815
640
9,141
21,336
1,031,227
783,743
338,800
291,991
474,547
67,069
94,878
40,051
17,660
21,637
15,075
15,697
9,902
2,004
39,937
104,252
856
10,758
1,675,218
1,270,223
474,461
372,765
208,787
607,387
356,826
Residential Mortgage 1
1,392,337
1,131,330
367,525
177,215
256,825
982,759
4,307,991
294
905
412
1,611
367,819
257,730
983,171
Home Equity 1
2,986
1,795,107
35,427
1,833,520
2,649
361
3,068
3,044
1,797,756
35,788
301,285
152,022
138,887
91,411
33,268
18,963
735,836
165
134
120
88
729
301,450
152,107
139,021
91,548
33,388
19,051
Other 2
172,735
49,769
92,983
44,489
16,218
6,444
25,622
1,444
409,704
39
90
47
27
17
22
425
172,774
49,859
93,166
44,536
16,245
6,461
25,644
1,866,561
1,333,296
600,006
313,299
307,363
1,011,727
1,823,400
37,232
3,541,779
2,603,519
1,074,467
686,064
516,150
1,619,114
2,180,226
37,757
Certain prior period information has been reclassified to conform to current presentations.
For the year ended December 31, 2021, $4.1 million revolving loans were converted to term loans.
15
Aging Analysis
Loans and leases are considered to be past due once becoming 30 days delinquent. For the consumer portfolio, this generally represents two missed monthly payments. The following presents by class, an aging analysis of the Company’s loan and lease portfolio as of March 31, 2022, and December 31, 2021.
30 - 59
Days
Past Due
60 - 89
90 Days
or More
Non-
Accrual
and Non-
Current
Loans and
Leases
that are
Current 2
As of March 31, 2022
145
1,887
2,153
1,352,604
75
8,065
3,249,624
8,164
10,218
5,006,507
8,140
3,102
225
4,113
3,845
11,285
4,394,433
1,223
475
2,722
5,638
10,058
1,948,227
1,349
9,185
1,169
504
10,858
732,076
2,017
858
649
3,524
417,306
15,527
2,727
7,988
9,483
35,725
7,492,042
1,551
15,672
4,614
8,010
17,647
45,943
12,498,549
9,691
As of December 31, 2021
2,006
243
2,263
1,359,658
151
8,205
3,143,925
8,448
10,468
4,955,724
8,356
2,046
1,263
3,159
3,305
9,773
4,299,829
1,791
748
3,456
4,881
10,876
1,825,712
1,544
7,804
1,495
10,028
726,537
2,686
904
426
4,016
406,113
14,327
4,410
7,770
8,186
34,693
7,258,191
16,333
4,424
16,634
45,161
12,213,915
9,900
Represents non-accrual loans that are not past due 30 days or more; however, full payment of principal and interest is still not expected.
16
Non-Accrual Loans and Leases
The following presents the non-accrual loans and leases as of March 31, 2022, and December 31, 2021.
Non-accrual
loans with a
related ACL
loans without
a related ACL
Total Non-
accrual loans
4,557
3,508
4,661
3,544
4,656
4,904
3,031
2,959
346
8,669
7,840
13,325
4,322
12,744
3,890
All payments received while on non-accrual status are applied against the principal balance of the loan or lease. The Company does not recognize interest income while loans or leases are on non-accrual status.
Modifications
A modification of a loan constitutes a troubled debt restructuring (“TDR”) when the Company, for economic or legal reasons related to a borrower’s financial difficulties, grants a concession to the borrower that it would not otherwise consider. Loans modified in a TDR were $63.7 million as of March 31, 2022, and $70.0 million as of December 31, 2021. There were $0.1 million and $0.2 million commitments to lend additional funds on loans modified in a TDR as of March 31, 2022, and December 31, 2021, respectively.
Loans modified in a TDR may be on non-accrual status and partial charge-offs have in some cases already been taken against the outstanding loan balance. As a result, loans modified in a TDR may have the financial effect of reducing the specific Allowance associated with the loan because the potential loss has been recognized. An Allowance for impaired commercial and consumer loans that have been modified in a TDR is measured based on the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s observable market price, or the estimated fair value of the collateral, less any selling costs, if the loan is collateral dependent. Management exercises significant judgment in developing these estimates.
The following presents by class, information related to loans modified in a TDR during the three months ended March 31, 2022, and March 31, 2021.
Loans Modified as a TDR for the
Recorded
Increase in
Troubled Debt Restructurings
Investment
Allowance
Number of Contracts
(as of period end)1
(as of period end)
934
36
52
538
394
8,287
115
21
141
1,965
79
1,649
71
609
10,304
198
614
10,416
199
The period end balances reflect all paydowns and charge-offs since the modification date. TDRs fully paid-off, charged-off, or foreclosed upon by period end are not included.
Comprised of other revolving credit and installment financing.
The following presents by class, all loans modified in a TDR that defaulted during the three months ended March 31, 2022, and March 31, 2021, and within twelve months of their modification date. A TDR is considered to be in default once it becomes 60 days or more past due following a modification.
March 31, 2021
TDRs that Defaulted During the Period,
Within Twelve Months of their Modification Date
Number of
Contracts
248
18
448
308
Commercial and consumer loans modified in a TDR are closely monitored for delinquency as an early indicator of possible future default. If loans modified in a TDR subsequently default, the Company evaluates the loan for possible further impairment. The specific Allowance associated with the loan may be changed by additional increases, adjustments, or partial charge-offs to further write-down the carrying value of the loan.
In accordance with Section 4013 of the CARES Act and the joint agency statement issued by banking agencies, certain qualified loan and lease modifications related to the COVID-19 pandemic are not accounted for as TDRs. These loan and lease modifications totaled $40.5 million (8 loans) for the commercial segment and $0.2 million (1 loan) for the consumer segment as of March 31, 2022, and $40.5 million (8 loans) for the commercial segment and $3.1 million (11 loans) for the consumer segment as of December 31, 2021.
Foreclosure Proceedings
Consumer mortgage loans collateralized by residential real estate property that are in the process of foreclosure totaled $1.5 million as of March 31, 2022.
Note 5. Mortgage Servicing Rights
The Company’s portfolio of residential mortgage loans serviced for third parties was $2.6 billion as of March 31, 2022, and $2.7 billion as of December 31, 2021. Substantially all of these loans were originated by the Company and sold to third parties on a non-recourse basis with servicing rights retained. These retained servicing rights are recorded as a servicing asset and are initially recorded at fair value (see Note 13 Fair Value of Assets and Liabilities for more information). Changes to the balance of mortgage servicing rights are recorded in mortgage banking income in the Company’s consolidated statements of income.
The Company’s mortgage servicing activities include collecting principal, interest, and escrow payments from borrowers; making tax and insurance payments on behalf of borrowers; monitoring delinquencies and executing foreclosure proceedings; and accounting for and remitting principal and interest payments to investors. Servicing income, including late and ancillary fees, was $1.5 million and $1.6 million for the three months ended March 31, 2022, and March 31, 2021, respectively. Servicing income is recorded in mortgage banking income in the Company’s consolidated statements of income. The Company’s residential mortgage investor loan servicing portfolio is primarily comprised of fixed rate loans concentrated in Hawaii.
For the three months ended March 31, 2022, and March 31, 2021, the change in the carrying value of the Company’s mortgage servicing rights accounted for under the fair value measurement method was as follows:
800
958
Change in Fair Value Due to Payoffs
(19
(39
781
919
For the three months ended March 31, 2022, and March 31, 2021, the change in the carrying value of the Company’s mortgage servicing rights accounted for under the amortization method was as follows:
21,451
18,694
Servicing Rights that Resulted From Asset Transfers
751
1,680
Amortization
(844
(1,163
Valuation Allowance Recovery (Provision)
1,829
2,190
23,187
21,401
Valuation Allowance:
(1,829
(3,892
(1,702
Fair Value of Mortgage Servicing Rights Accounted for
Under the Amortization Method
Beginning of Period
End of Period
26,088
The key data and assumptions used in estimating the fair value of the Company’s mortgage servicing rights as of March 31, 2022, and December 31, 2021, were as follows:
Weighted-Average Constant Prepayment Rate 1
6.64
%
10.70
Weighted-Average Life (in years)
8.07
6.18
Weighted-Average Note Rate
3.59
3.62
Weighted-Average Discount Rate 2
9.66
7.04
Represents annualized loan prepayment rate assumption.
Derived from multiple interest rate scenarios that incorporate a spread to a market yield curve and market volatilities.
A sensitivity analysis of the Company’s fair value of mortgage servicing rights to changes in certain key assumptions as of March 31, 2022, and December 31, 2021, is presented in the following table.
Constant Prepayment Rate
Decrease in fair value from 25 basis points (“bps”) adverse change
(327
(252
Decrease in fair value from 50 bps adverse change
(648
(498
Discount Rate
Decrease in fair value from 25 bps adverse change
(288
(570
(441
This analysis generally cannot be extrapolated because the relationship of a change in one key assumption to the change in the fair value of the Company’s mortgage servicing rights usually is not linear. Also, the effect of changing one key assumption without changing other assumptions is not realistic.
19
Note 6. Affordable Housing Projects Tax Credit Partnerships
The Company makes equity investments in various limited partnerships or limited liability companies that sponsor affordable housing projects utilizing the Low Income Housing Tax Credit (“LIHTC”) pursuant to Section 42 of the Internal Revenue Code. The purpose of these investments is to achieve a satisfactory return on capital, to facilitate the sale of affordable housing product offerings, and to assist in achieving goals associated with the Community Reinvestment Act. The primary activities of these entities include the identification, development, and operation of multi-family housing that is leased to qualifying residential tenants. Generally, these types of investments are funded through a combination of debt and equity.
The Company is a limited partner or non-managing member in each LIHTC limited partnership or limited liability company, respectively. Each of these entities is managed by an unrelated third-party general partner or managing member who exercises significant control over the affairs of the entity. The general partner or managing member has all the rights, powers and authority granted or permitted to be granted to a general partner of a limited partnership or managing member of a limited liability company. Duties entrusted to the general partner or managing member include, but are not limited to: investment in operating companies, company expenditures, investment of excess funds, borrowing funds, employment of agents, disposition of fund property, prepayment and refinancing of liabilities, votes and consents, contract authority, disbursement of funds, accounting methods, tax elections, bank accounts, insurance, litigation, cash reserve, and use of working capital reserve funds. Except for limited rights granted to the limited partner(s) or non-managing member(s) relating to the approval of certain transactions, the limited partner(s) and non-managing member(s) may not participate in the operation, management, or control of the entity’s business, transact any business in the entity’s name or have any power to sign documents for or otherwise bind the entity. In addition, the general partner or managing member may only be removed by the limited partner(s) or managing member(s) in the event of a failure to comply with the terms of the agreement or negligence in performing its duties.
The general partner or managing member of each entity has both the power to direct the activities which most significantly affect the performance of each entity and the obligation to absorb losses or the right to receive benefits that could be significant to the entities. Therefore, the Company has determined that it is not the primary beneficiary of any LIHTC entity. The Company uses the effective yield method to account for its pre-2015 investments in these entities. Beginning January 1, 2015, any new investments that meet the requirements of the proportional amortization method are recognized using the proportional amortization method. The Company’s net affordable housing tax credit investments and related unfunded commitments were $130.1 million and $134.7 million as of March 31, 2022, and December 31, 2021, respectively, and are included in other assets in the consolidated statements of condition.
Unfunded Commitments
As of March 31, 2022, the expected payments for unfunded affordable housing commitments were as follows:
Amount
7,547
2023
811
2024
21,432
2025
756
2026
81
Thereafter
13,332
Total Unfunded Commitments
43,959
The following table presents tax credits and other tax benefits recognized and amortization expense related to affordable housing for the three months ended March 31, 2022, and March 31, 2021.
Effective Yield Method
Tax credits and other tax benefits recognized
2,730
2,151
Amortization Expense in Provision for Income Taxes
1,358
1,692
Proportional Amortization Method
2,592
2,591
3,203
2,326
There were no impairment losses related to LIHTC investments during the three months ended March 31, 2022, and March 31, 2021.
Note 7. Securities Sold Under Agreements to Repurchase
The following table presents the remaining contractual maturities of the Company’s repurchase agreements as of March 31, 2022, and December 31, 2021, disaggregated by the class of collateral pledged.
Remaining Contractual Maturity of Repurchase Agreements
Up to
90 days
91-365
days
1-3 Years
After
3 Years
Class of Collateral Pledged:
490
33,710
13,074
46,784
241,290
161,926
403,216
275,000
175,490
Mortgage-Backed Securities: 1
38,685
13,407
52,092
236,315
161,593
397,908
The following table presents the assets and liabilities subject to an enforceable master netting arrangement, or repurchase agreements as of March 31, 2022, and December 31, 2021. The swap agreements the Company has with our commercial banking customers are not subject to an enforceable master netting arrangement, and therefore, are excluded from this table. Centrally cleared swap agreements between the Company and institutional counterparties are also excluded from this table. See Note 11 Derivative Financial Instruments for more information on swap agreements.
(i)
(ii)
(iii) = (i)-(ii)
(iv)
(v) = (iii)-(iv)
Gross Amounts Not Offset in
the Statements of Condition
Gross Amounts
Recognized in
the Statements
of Condition
Offset in
Net Amounts
Presented in
Netting
Adjustments
per Master
Arrangements
of Collateral
Pledged/
Received 1
Net Amount
Assets:
Interest Rate Swap Agreements:
Institutional Counterparties
2,316
Liabilities:
4,408
2,092
Repurchase Agreements:
Private Institutions
450,000
Government Entities
26
5,948
5,922
The application of collateral cannot reduce the net amount below zero. Therefore, excess collateral is not reflected in this table. For interest rate swap agreements, the fair value of investment securities pledged was $50.4 million and $58.3 million as of March 31, 2022, and December 31, 2021, respectively. For repurchase agreements with private institutions, the fair value of investment securities pledged was $508.2 million and $523.4 million as of March 31, 2022, and December 31, 2021, respectively. For repurchase agreements with government entities, the fair value of investment securities pledged was $1.1 million and $1.3 million as of March 31, 2022, and December 31, 2021, respectively.
Note 8. Accumulated Other Comprehensive Income (Loss)
The following table presents the components of other comprehensive income (loss) for the three months ended March 31, 2022, and March 31, 2021:
Before Tax
Tax Effect
Net of Tax
Net Unrealized Gains (Losses) on Investment Securities:
Net Unrealized Gains (Losses) Arising During the Period
(245,147
(64,974
(180,173
Amounts Reclassified from Accumulated Other Comprehensive Income
(Loss) that (Increase) Decrease Net Income:
Amortization of Unrealized Holding (Gains) Losses on Held-to-
Maturity Securities 1
67
Net Unrealized Gains (Losses) on Investment Securities
(245,080
(64,956
Defined Benefit Plans:
Amortization of Net Actuarial Losses (Gains)
542
143
399
Amortization of Prior Service Credit
(62
(16
(46
Defined Benefit Plans, Net
480
Other Comprehensive Income (Loss)
(244,600
(64,829
(68,225
(18,082
(50,143
125
93
(68,100
(18,050
662
177
485
(61
(17
(44
601
160
(67,499
(17,890
The amount relates to the amortization/accretion of unrealized net gains and losses related to the Company’s reclassification of available-for-sale investment securities to the held-to-maturity category. The unrealized net gains/losses will be amortized/accreted over the remaining life of the investment securities as an adjustment of yield.
The following table presents the changes in each component of accumulated other comprehensive income (loss), net of tax, for the three months ended March 31, 2022, and March 31, 2021:
Securities-
Available-
for-Sale
Defined Benefit
Plans
Accumulated
(32,940
(33,496
Other Comprehensive Income (Loss) Before Reclassifications
Amounts Reclassified from Accumulated Other
402
Total Other Comprehensive Income (Loss)
(213,113
103
(33,143
51,495
(423
(43,250
534
1,352
(330
(42,809
23
The following table presents the amounts reclassified out of each component of accumulated other comprehensive income (loss) for the three months ended March 31, 2022, and March 31, 2021:
Details about Accumulated Other
Comprehensive Income (Loss) Components
Amount Reclassified from Accumulated
Other Comprehensive Income (Loss)1
Affected Line Item in the Statement
Where Net Income Is Presented
Three Months Ended March 31,
Amortization of Unrealized Holding Gains (Losses) on
Investment Securities Held-to-Maturity
(67
(125
Provision for Income Tax
(49
(93
Amortization of Defined Benefit Plan Items
Prior Service Credit 2
62
61
Net Actuarial Losses 2
(542
(662
(480
(601
Total Before Tax
(353
Total Reclassifications for the Period
(402
(534
Amounts in parentheses indicate reductions to net income.
These accumulated other comprehensive income (loss) components are included in the computation of net periodic benefit cost and are included in Other Noninterest Expense on the consolidated statements of income.
Note 9. Earnings Per Common Share
Earnings per common share is computed using the two-class method. The following is a reconciliation of the weighted average number of common shares used in the calculation of basic and diluted earnings per common share and antidilutive stock options and restricted stock outstanding for the three months ended March 31, 2022, and March 31, 2021:
(dollars in thousands, except shares and per share amounts)
Numerator:
Denominator:
Weighted Average Common Shares Outstanding - Basic
Dilutive Effect of Equity Based Awards
203,712
243,887
Weighted Average Common Shares Outstanding - Diluted
Earnings Per Common Share:
Basic
Diluted
Antidilutive Stock Options and Restricted Stock Outstanding
4,399
267,741
Note 10. Business Segments
The Company’s business segments are defined as Consumer Banking, Commercial Banking, and Treasury and Other. The Company’s internal management accounting process measures the performance of these business segments. This process, which is not necessarily comparable with the process used by any other financial institution, uses various techniques to assign balance sheet and income statement amounts to the business segments, including allocations of income, expense, the provision for credit losses, and capital. This process is dynamic and requires certain allocations based on judgment and other subjective factors. Unlike financial accounting, there is no comprehensive authoritative guidance for management accounting that is equivalent to GAAP. Previously reported results have been reclassified to conform to the current reporting structure.
The net interest income of the business segments reflects the results of a funds transfer pricing process that matches assets and liabilities with similar interest rate sensitivity and maturity characteristics and reflects the allocation of net interest income related to the Company’s overall asset and liability management activities on a proportionate basis. The basis for the allocation of net interest income is a function of the Company’s assumptions that are subject to change based on changes in current interest rates and market conditions. Funds transfer pricing also serves to transfer interest rate risk to Treasury. However, the other business segments have some latitude to retain certain interest rate exposures related to customer pricing decisions within guidelines.
The provision for credit losses for the Consumer Banking and Commercial Banking business segments reflects the actual net charge-offs of those business segments. The amount of the consolidated provision for loan and lease losses is based on the methodology that we use to estimate our consolidated Allowance. The residual provision for credit losses to arrive at the consolidated provision for credit losses is included in Treasury and Other.
Noninterest income and expense includes allocations from support units to business units. These allocations are based on actual usage where practicably calculated or by management’s estimate of such usage.
The provision for income taxes is allocated to business segments using a 26% effective income tax rate. However, the provision for income taxes for our Leasing business unit (included in the Commercial Banking segment) and Auto Leasing portfolio and Pacific Century Life Insurance business unit (both included in the Consumer Banking segment) are assigned their actual effective income tax rates due to the unique relationship that income taxes have with their products. The residual income tax expense or benefit to arrive at the consolidated effective tax rate is included in Treasury and Other.
Consumer Banking
Consumer Banking offers a broad range of financial products and services, including loan, deposit and insurance products; private banking and international client banking services; trust services; investment management; and institutional investment advisory services. Consumer Banking also provides a full service brokerage offering equities, mutual funds, life insurance, and annuity products. Loan and lease products include residential mortgage loans, home equity lines of credit, automobile loans and leases, personal lines of credit, installment loans, small business loans and leases, and credit cards. Deposit products include checking, savings, and time deposit accounts. Private banking and personal trust groups assist individuals and families in building and preserving their wealth by providing investment, credit, and trust services to high-net-worth individuals. The investment management group manages portfolios utilizing a variety of investment products. Also within Consumer Banking, institutional client services offer investment advice to corporations, government entities, and foundations. Products and services from Consumer Banking are delivered to customers through 54 branch locations and 307 ATMs throughout Hawaii and the Pacific Islands, e-Bankoh (on-line banking service), a customer service center, and a mobile banking service.
Commercial Banking
Commercial Banking offers products including corporate banking, commercial real estate loans, commercial lease financing, auto dealer financing, and deposit products. Commercial lending and deposit products are offered to middle-market and large companies in Hawaii and the Pacific Islands. In addition, Commercial Banking offers deposit products to government entities in Hawaii. Commercial real estate mortgages focus on customers that include investors, developers, and builders predominantly domiciled in Hawaii. Commercial Banking also includes international banking and provides merchant services to its customers.
Treasury and Other
Treasury consists of corporate asset and liability management activities, including interest rate risk management and a foreign currency exchange business. This segment’s assets and liabilities (and related interest income and expense) consist of interest-bearing deposits, investment securities, federal funds sold and purchased, and short and long-term borrowings. The primary sources of noninterest income are from bank-owned life insurance, net gains from the sale of investment securities, and foreign exchange income related to customer-driven currency requests from merchants and island visitors. The net residual effect of the transfer pricing of assets and liabilities is included in Treasury, along with the elimination of intercompany transactions.
25
Other organizational units (Technology, Operations, Marketing, Customer Experience, Human Resources, Finance, Credit and Risk Management, and Corporate and Regulatory Administration) provide a wide-range of support to the Company’s other income earning segments. Expenses incurred by these support units are charged to the business segments through an internal cost allocation process.
Selected business segment financial information as of and for the three months ended March 31, 2022, and March 31, 2021, were as follows:
Banking
and Other
Consolidated
70,235
46,349
8,679
1,683
(197
(6,986
68,552
46,546
15,665
31,969
10,198
1,384
(81,698
(18,669
(3,507
(103,874
18,823
38,075
13,542
(4,710
(9,197
(1,699
(15,606
14,113
28,878
11,843
Total Assets as of March 31, 2022
7,900,273
5,174,115
9,925,929
69,762
47,143
3,664
2,866
50
(17,216
66,896
47,093
20,880
33,698
7,858
1,414
(78,181
(15,677
(5,007
(98,865
22,413
39,274
17,287
(5,474
(9,558
(3,993
(19,025
16,939
29,716
13,294
Total Assets as of March 31, 2021
7,556,756
5,224,386
9,166,129
21,947,271
Note 11. Derivative Financial Instruments
The notional amount and fair value of the Company’s derivative financial instruments as of March 31, 2022, and December 31, 2021, were as follows:
Notional Amount
Interest Rate Lock Commitments
13,195
117
45,857
1,084
Forward Commitments
15,448
231
58,523
(35
Interest Rate Swap Agreements
Receive Fixed/Pay Variable Swaps
1,535,468
(48,455
1,400,322
28,742
Pay Fixed/Receive Variable Swaps
(2,092
(5,922
Foreign Exchange Contracts
100,917
(2,035
102,548
(674
Conversion Rate Swap Agreement
134,747
131,672
The following table presents the Company’s derivative financial instruments, their fair values, and their location in the consolidated statements of condition as of March 31, 2022, and December 31, 2021:
Derivative Financial Instruments
Not Designated as Hedging Instruments 1
Asset
Liability
Derivatives
172
237
12,208
62,755
40,733
17,913
314
851
12,931
65,165
42,011
18,816
Asset derivatives are included in other assets and liability derivatives are included in other liabilities in the consolidated statements of condition. The Company’s free-standing derivative financial instruments are required to be carried at their fair value on the Company’s consolidated statements of condition.
The following table presents the Company’s derivative financial instruments and the amount and location of the net gains or losses recognized in the consolidated statements of income for the three months ended March 31, 2022, and March 31, 2021:
Location of
Net Gains (Losses)
Not Designated as Hedging Instruments
Recognized in the
Statements of Income
(1,079
773
1,908
3,227
Other Noninterest Income
4,081
1,604
274
271
5,184
5,875
As of March 31, 2022, and December 31, 2021, the Company did not designate any derivative financial instruments as formal hedging relationships.
The Company enters into interest rate swap agreements to facilitate the risk management strategies of a small number of commercial banking customers. The Company mitigates the risk of entering into these agreements by entering into equal and offsetting interest rate swap agreements with highly rated third party financial institutions. The interest rate swap agreements are free-standing derivatives and are recorded at fair value in the Company’s consolidated statements of condition (asset positions are included in other assets and liability positions are included in other liabilities). The Company is party to master netting arrangements with its financial institution counterparties; however, the Company does not offset assets and liabilities under these arrangements for financial statement presentation purposes. The master netting arrangements provide for a single net settlement of all swap agreements, as well as collateral, in the event of default on, or termination of, any one contract. Collateral, usually in the form of cash or marketable securities, is posted by the party (i.e., the Company or the financial institution counterparty) with net liability positions in accordance with contract thresholds. The Company had net liability positions with its financial institution counterparties totaling $2.1 million and $5.9 million as of March 31, 2022, and December 31, 2021, respectively.
Parties to over-the-counter derivatives which are centrally cleared through a clearinghouse exchange daily payments that reflect the daily change in value of the derivatives. Effective 2017, these payments, commonly referred to as variation margin, are recorded as settlements of the derivatives’ mark-to-market exposure rather than collateral against the exposures. This rule change effectively results in all centrally cleared derivatives having a fair value that approximates zero on a daily basis. Substantially all of our swap agreements originated after the rule change are centrally cleared.
Conversion Rate Swap Agreements
As certain sales of Visa Class B restricted shares were completed, the Company entered into a conversion rate swap agreement with the buyer that requires payment to the buyer in the event Visa further reduces the conversion ratio of Class B into Class A unrestricted common shares. In the event of Visa increasing the conversion ratio, the buyer would be required to make payment to the Company. As of March 31, 2022, and December 31, 2021, the conversion rate swap agreement was valued at zero (i.e., no contingent liability recorded) as further reductions to the conversion ratio were deemed neither probable nor reasonably estimable by management.
Note 12. Commitments, Contingencies, and Guarantees
The Company’s credit commitments as of March 31, 2022, and December 31, 2021, were as follows:
Unfunded Commitments to Extend Credit
3,090,969
2,982,673
Standby Letters of Credit
135,279
135,167
Commercial Letters of Credit
23,513
18,956
Total Credit Commitments
3,249,761
3,136,796
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of the terms or conditions established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since commitments may expire without being drawn, the total commitment amount does not necessarily represent future cash requirements.
Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third-party. Standby letters of credit generally become payable upon the failure of the customer to perform according to the terms of the underlying contract with the third-party, while commercial letters of credit are issued specifically to facilitate commerce and typically result in the commitment being drawn on when the underlying transaction is consummated between the customer and a third party. The contractual amount of these letters of credit represents the maximum potential future payments guaranteed by the Company. The Company has recourse against the customer for any amount it is required to pay to a third-party under a standby letter of credit, and generally holds cash or deposits as collateral on those standby letters of credit for which collateral is deemed necessary.
Contingencies
The Company is subject to various pending and threatened legal proceedings arising out of the normal course of business or operations. On at least a quarterly basis, the Company assesses its liabilities and contingencies in connection with outstanding legal proceedings using the most recent information available. On a case-by-case basis, reserves are established for those legal claims for which it is probable that a loss will be incurred and the amount of such loss can be reasonably estimated. Based on information currently available, management believes that the eventual outcome of these claims against the Company will not be materially in excess of such amounts reserved by the Company. However, in the event of unexpected future developments, it is possible that the ultimate resolution of these matters may result in a loss that materially exceeds the reserves established by the Company.
28
Note 13. Fair Value of Assets and Liabilities
Fair Value Hierarchy
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for an asset or liability in an orderly transaction between market participants at the measurement date. GAAP established a fair value hierarchy that prioritizes the use of inputs used in valuation methodologies into the following three levels:
Level 1:
Inputs to the valuation methodology are quoted prices, unadjusted, for identical assets or liabilities in active markets. A quoted price in an active market provides the most reliable evidence of fair value and is used to measure fair value whenever available. A contractually binding sales price also provides reliable evidence of fair value.
Level 2:
Inputs to the valuation methodology include quoted prices for similar assets or liabilities in active markets; inputs to the valuation methodology include quoted prices for identical or similar assets or liabilities in markets that are not active; or inputs to the valuation methodology that utilize model-based techniques for which all significant assumptions are observable in the market.
Level 3:
Inputs to the valuation methodology are unobservable and significant to the fair value measurement; inputs to the valuation methodology that utilize model-based techniques for which significant assumptions are not observable in the market; or inputs to the valuation methodology that require significant management judgment or estimation, some of which may be internally developed.
In some instances, an instrument may fall into multiple levels of the fair value hierarchy. In such instances, the instrument’s level within the fair value hierarchy is based on the lowest of the three levels (with Level 3 being the lowest) that is significant to the fair value measurement. Our assessment of the significance of an input requires judgment and considers factors specific to the instrument.
Assets and Liabilities Measured at Fair Value on a Recurring Basis
Investment Securities Available-for-Sale
Level 1 investment securities are comprised of debt securities issued by the U.S. Treasury, as quoted prices were available, unadjusted, for identical securities in active markets. Level 2 investment securities were primarily comprised of debt securities issued by the Small Business Administration, states and municipalities, corporations, as well as mortgage-backed securities issued by government agencies and government sponsored enterprises. Fair values were estimated primarily by obtaining quoted prices for similar assets in active markets or through the use of pricing models. In cases where there may be limited or less transparent information provided by the Company’s third-party pricing service, fair value may be estimated by the use of secondary pricing services or through the use of non-binding third-party broker quotes.
The fair value of the Company’s residential mortgage loans held for sale was determined based on quoted prices for similar loans in active markets, and therefore, is classified as a Level 2 measurement.
The Company estimates the fair value of mortgage servicing rights by using a discounted cash flow model to calculate the present value of estimated future net servicing income. The Company stratifies its mortgage servicing portfolio on the basis of loan type. The assumptions used in the discounted cash flow model are those that the Company believes market participants would use in estimating future net servicing income. Significant assumptions in the valuation of mortgage servicing rights include estimated loan repayment rates, the discount rate, servicing costs, and the timing of cash flows, among other factors. Mortgage servicing rights are classified as Level 3 measurements due to the use of significant unobservable inputs, as well as significant management judgment and estimation.
29
Other assets recorded at fair value on a recurring basis are primarily comprised of investments related to deferred compensation arrangements. Quoted prices for these investments, primarily in mutual funds, are available in active markets. Thus, the Company’s investments related to deferred compensation arrangements are classified as Level 1 measurements in the fair value hierarchy.
Derivative financial instruments recorded at fair value on a recurring basis are comprised of interest rate lock commitments (“IRLCs”), forward commitments, interest rate swap agreements, foreign exchange contracts, and Visa Class B to Class A shares conversion rate swap agreements. The fair values of IRLCs are calculated based on the value of the underlying loan held for sale, which in turn is based on quoted prices for similar loans in the secondary market. However, this value is adjusted by a factor which considers the likelihood that the loan in a locked position will ultimately close. This factor, the closing ratio, is derived from the Bank’s internal data and is adjusted using significant management judgment. As such, IRLCs are classified as Level 3 measurements. Forward commitments are classified as Level 2 measurements as they are primarily based on quoted prices from the secondary market based on the settlement date of the contracts, interpolated or extrapolated, if necessary, to estimate a fair value as of the end of the reporting period.
The fair values of interest rate swap agreements are calculated using a discounted cash flow approach and utilize Level 2 observable inputs such as a market yield curve, effective date, maturity date, notional amount, and stated interest rate. The valuation methodology for cleared interest rate swaps with financial institution counterparties (and the related customer interest rate swaps) is based on the Secured Overnight Financing Rate, while the valuation methodology for uncleared interest rate swaps is based on the Effective Federal Funds Rate. In addition, the Company includes in its fair value calculation a credit factor adjustment which is based primarily on management judgment. Thus, interest rate swap agreements are classified as a Level 3 measurement. The fair values of foreign exchange contracts are calculated using the Bank’s multi-currency accounting system which utilizes contract specific information such as currency, maturity date, contractual amount, and strike price, along with market data information such as the spot rates of specific currency and yield curves. Foreign exchange contracts are classified as Level 2 measurements because while they are valued using the Bank’s multi-currency accounting system, significant management judgment or estimation is not required. The fair value of the Visa Class B restricted shares to Class A unrestricted common shares conversion rate swap agreements represent the amount owed by the Company to the buyer of the Visa Class B shares as a result of a reduction of the conversion ratio subsequent to the sales date. As of March 31, 2022, and December 31, 2021, the conversion rate swap agreements were valued at zero as reductions to the conversion ratio were neither probable nor reasonably estimable by management. See Note 11 Derivative Financial Instruments for more information.
The Company is exposed to credit risk if borrowers or counterparties fail to perform. The Company seeks to minimize credit risk through credit approvals, limits, monitoring procedures, and collateral requirements. The Company generally enters into transactions with borrowers and counterparties that carry high quality credit ratings. Credit risk associated with borrowers or counterparties as well as the Company’s non-performance risk is factored into the determination of the fair value of derivative financial instruments.
30
The table below presents the balances of assets and liabilities measured at fair value on a recurring basis as of March 31, 2022, and December 31, 2021:
Quoted Prices
in Active
Markets for
Identical Assets
or Liabilities
Significant
Observable
Inputs
Unobservable
(Level 1)
(Level 2)
(Level 3)
Debt Securities Issued by the U.S. Treasury and Government
Agencies
148,560
Debt Securities Issued by U.S. Government-Sponsored
Commercial - Government Agencies
Total Investment Securities Available-for-Sale
4,109,974
54,490
Derivatives 1
551
12,380
Total Assets Measured at Fair Value on a Recurring Basis as of
203,050
4,115,818
13,161
4,332,029
2,356
62,809
Total Liabilities Measured at Fair Value on a
Recurring Basis as of March 31, 2022
Debt Securities Issued by the U.S. Treasury and
Government Agencies
114,845
135,242
4,161,211
56,411
194
41,817
171,256
4,188,151
42,617
4,402,024
903
Total Liabilities Measured at Fair Value on a Recurring Basis as of
The fair value of each class of derivatives is shown in Note 11 Derivative Financial Instruments.
31
For the three months ended March 31, 2022, and March 31, 2021, the changes in Level 3 assets and liabilities measured at fair value on a recurring basis were as follows:
Servicing
Rights 1
Net Derivative
Assets and
Liabilities 2
Balance as of January 1, 2022
23,904
Realized and Unrealized Net Gains (Losses):
Included in Net Income
(1,085
Transfers to Loans Held for Sale
113
Variation Margin Payments
(73,361
(50,429
Total Unrealized Net Gains (Losses) Included in Net Income Related to Assets Still Held
as of March 31, 2022
Balance as of January 1, 2021
77,880
874
(3,016
(60,256
15,482
as of March 31, 2021
Realized and unrealized gains and losses related to mortgage servicing rights are reported as a component of mortgage banking income in the Company’s consolidated statements of income.
Realized and unrealized gains and losses related to interest rate lock commitments are reported as a component of mortgage banking income in the Company’s consolidated statements of income. Realized and unrealized gains and losses related to interest rate swap agreements are reported as a component of other noninterest income in the Company’s consolidated statements of income.
For Level 3 assets and liabilities measured at fair value on a recurring or nonrecurring basis as of March 31, 2022, and December 31, 2021, the significant unobservable inputs used in the fair value measurements were as follows:
Valuation
Technique
Description
Range
Weighted
Average1
Fair
Value
Discounted Cash Flow
5.32
10.53
26,869
7.34
9.78
Net Derivative Assets and Liabilities:
Pricing Model
Closing Ratio
84.10
99.00
92.01
Credit Factor
0.00
0.49
0.05
(50,547
6.51
11.48
6.49
7.08
75.40
100.00
90.47
0.14
22,820
Unobservable inputs for mortgage servicing rights and interest rate lock commitments were weighted by loan amount. Unobservable inputs for interest rate swap agreements were weighted by fair value.
Significant increases (decreases) in any of those inputs in isolation could result in a significantly lower (higher) fair value measurement. Although the constant prepayment rate and the discount rate are not directly interrelated, they generally move in opposite directions of each other.
Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
The Company may be required periodically to measure certain assets and liabilities at fair value on a nonrecurring basis in accordance with GAAP. These adjustments to fair value usually result from the application of lower-of-cost-or-fair value accounting or impairment write-downs of individual assets. The following table represents the assets measured at fair value on a nonrecurring basis as of March 31, 2022, and December 31, 2021.
Hierarchy
Net Carrying
Mortgage Servicing Rights - amortization method
Level 3
The change in valuation allowance of mortgage servicing rights accounted for under the amortization method was primarily due to changes in certain key assumptions used to estimate fair value. As previously mentioned, all of the Company's mortgage servicing rights are classified as Level 3 measurements due to the use of significant unobservable inputs, as well as significant management judgment and estimation.
Fair Value Option
The following table reflects the difference between the aggregate fair value and the aggregate unpaid principal balance of the Company’s residential mortgage loans held for sale as of March 31, 2022, and December 31, 2021.
Aggregate
Unpaid
Principal
Less Aggregate
Unpaid Principal
5,384
(91
26,309
437
Changes in the estimated fair value of residential mortgage loans held for sale are reported as a component of mortgage banking income in the Company’s consolidated statements of income. For the three months ended March 31, 2022, and year ended December 31, 2021, the net gains or losses from the change in fair value of the Company’s residential mortgage loans held for sale were not material.
Financial Instruments Not Recorded at Fair Value on a Recurring Basis
The following presents the carrying amount, fair value, and placement in the fair value hierarchy of the Company’s financial instruments not recorded at fair value on a recurring basis as of March 31, 2022, and December 31, 2021. This table excludes financial instruments for which the carrying amount approximates fair value. For short-term financial assets such as cash and cash equivalents, the carrying amount is a reasonable estimate of fair value due to the relatively short time between the origination of the instrument and its expected realization. For non-marketable equity securities such as Federal Home Loan Bank of Des Moines and Federal Reserve Bank stock, the carrying amount is a reasonable estimate of fair value as these securities can only be redeemed or sold at their par value and only to the respective issuing government supported institution or to another member institution. For financial liabilities such as noninterest-bearing demand, interest-bearing demand, and savings deposits, the carrying amount is a reasonable estimate of fair value due to these products having no stated maturity.
Fair Value Measurements
Carrying
Financial Instruments - Assets
4,048,320
Loans 1
12,224,018
11,931,447
Financial Instruments - Liabilities
Time Deposits
910,982
450,907
4,515,480
11,921,869
12,094,631
998,134
469,293
Carrying amount is net of unearned income and the Allowance.
34
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements can be identified by the fact that they do not relate strictly to historical or current facts and may include statements concerning, among other things, the anticipated economic and business environment in our service area and elsewhere, credit quality and other financial and business matters in future periods, our future results of operations and financial position, our business strategy and plans and our objectives and future operations. We also may make forward-looking statements in our other documents filed with or furnished to the U.S. Securities and Exchange Commission (the “SEC”). In addition, our senior management may make forward-looking statements orally to analysts, investors, representatives of the media and others. Our forward-looking statements are based on numerous assumptions, any of which could prove to be inaccurate, and actual results may differ materially from those projected because of a variety of risks and uncertainties, including, but not limited to: 1) general economic conditions either nationally, internationally, or locally may be different than expected, and particularly, any event that negatively impacts the tourism industry in Hawaii; 2) the compounding effects of the COVID-19 pandemic, including reduced tourism in Hawaii, the duration and scope of government mandates or other limitations on travel and any lingering effects therefrom, volatility in the international and national economy and credit markets, worker absenteeism, quarantines or other travel or health-related restrictions, the length and severity of the COVID-19 pandemic, the pace of recovery following the COVID-19 pandemic, and the effect of government, business and individual actions intended to mitigate the effects of the COVID-19 pandemic; 3) changes in market interest rates that may affect credit markets and our ability to maintain our net interest margin; 4) changes in our credit quality or risk profile that may increase or decrease the required level of our reserve for credit losses; 5) the impact of legislative and regulatory initiatives, particularly the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) and Economic Growth, Regulatory Relief, and Consumer Protection Act of 2018; 6) changes to the amount and timing of proposed common stock repurchases; 7) unanticipated changes in the securities markets, public debt markets, and other capital markets in the U.S. and internationally, including, without limitation, the anticipated elimination of the London Interbank Offered Rate (“LIBOR”) as a benchmark interest rate; 8) changes in fiscal and monetary policies of the markets in which we operate; 9) the increased cost of maintaining or the Company’s ability to maintain adequate liquidity and capital, based on the requirements adopted by the Basel Committee on Banking Supervision and U.S. regulators; 10) changes in accounting standards; 11) the effect of changes in or interpretations of tax laws or regulations, including Public Law 115-97, commonly known as the Tax Cuts and Jobs Act; 12) any failure or disruption in or breach of our operational or security systems, information systems or infrastructure, or those of our merchants, third party vendors and other service providers; 13) any interruption or breach of security of our information systems resulting in failures or disruptions in customer account management, general ledger processing, and loan or deposit systems; 14) natural disasters, public unrest or adverse weather, public health, disease outbreaks, and other conditions impacting us and our customers’ operations or negatively impacting the tourism industry in Hawaii; 15) competitive pressures in the markets for financial services and products; 16) actual or alleged conduct which could harm our reputation; and 17) the impact of litigation and regulatory investigations of the Company, including costs, expenses, settlements, and judgments. Given these risks and uncertainties, investors should not place undue reliance on any forward-looking statement as a prediction of our actual results. A detailed discussion of these and other risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements is included under the section entitled “Risk Factors” in Part II of this report and Part I of our Annual Report on Form 10-K for the year ended December 31, 2021, and subsequent periodic and current reports filed with the SEC. Words such as “believes,” “anticipates,” “expects,” “intends,” “targeted,” and similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. We undertake no obligation to update forward-looking statements to reflect later events or circumstances, except as may be required by law.
For the reasons described above, we caution you against relying on any forward-looking statements. You should not consider any list of such factors to be an exhaustive statement of all of the risks, uncertainties, or potentially inaccurate assumptions that could cause our current expectations or beliefs to change. Further, any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update or revise any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events, except as otherwise may be required by the federal securities laws.
Critical Accounting Policies
Our Consolidated Financial Statements were prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and follow general practices within the industries in which we operate. The most significant accounting policies we follow are presented in Note 1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. Application of these principles requires us to make estimates, assumptions, and judgments that affect the amounts reported in the Consolidated Financial Statements and accompanying notes. Most accounting policies are not considered by management to be critical accounting policies. Several factors are considered in determining whether or not a policy is critical in the preparation of the Consolidated Financial Statements. These factors include among other things, whether the policy requires management to make difficult, subjective, and complex judgments about matters that are inherently uncertain and because it is likely that materially different amounts would be reported under different conditions or using different assumptions. The accounting policies which we believe to be most critical in preparing our Consolidated Financial Statements are presented in the section titled “Critical Accounting Policies” in Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. There have been no significant changes in the Company’s application of critical accounting policies since December 31, 2021.
Overview
Bank of Hawaii Corporation (the “Parent”) is a Delaware corporation and a bank holding company headquartered in Honolulu, Hawaii. The Parent’s principal operating subsidiary is Bank of Hawaii (the “Bank”).
The Bank, directly and through its subsidiaries, provides a broad range of financial services and products to businesses, consumers, and governments in Hawaii, Guam, and other Pacific Islands. References to “we,” “our,” “us,” or the “Company” refer to the Parent and its subsidiaries that are consolidated for financial reporting purposes.
The Company’s business strategy is to use our unique market knowledge, prudent management discipline and brand strength to deliver exceptional value to our stakeholders.
Hawaii Economy
The COVID-19 pandemic has had and is continuing to have an impact on the Hawaii economy. Prior to the COVID-19 pandemic, at risk industries of leisure and hospitality represented 19% of jobs and 10% of Hawaii’s GDP. Hawaii benefits from a wide range of industries that help to provide stability in the case of economic shocks. Federal government jobs, primarily military, have historically been a stabilizing part of Hawaii’s economy, supplying about 20% of GDP. Construction activity, including the Honolulu Rail Project, and other non-visitor-related activities have continued despite the COVID-19 pandemic. Hawaii’s large retiree population also contributes to a stable economic base. Hawaii’s unemployment rate was 4.1% in March 2022, while still above the pre-pandemic level, it has fallen substantially since its peak in April and May of 2020.
For the first three months of 2022, the volume of single-family home sales on Oahu decreased 2.6%, while the volume of condominium sales on Oahu increased 16.8% compared with the same period in 2021. The median price of single-family home sales and condominium sales on Oahu increased 20.2% and 12.1%, respectively, for the first three months of 2022 compared to the same period in 2021. As of March 31, 2022, months of inventory of single-family homes and condominiums on Oahu remained low at 1.0 month and 1.5 months, respectively.
Earnings Summary
Net income for the first quarter of 2022 was $54.8 million, a decrease of $5.1 million or 9% compared to the same period in 2021. Diluted earnings per common share was $1.32 for the first quarter of 2021, a decrease of $0.18 or 12% compared to the same period in 2021.
•
The return on average assets for the first quarter of 2022 was 0.97% compared with 1.15% in the same period in 2021.
The return on average common equity for the first quarter of 2022 was 15.44% compared with 17.65% in the same period in 2021.
Net interest income for the first quarter of 2022 was $125.3 million, an increase of 3.9% from the same period in 2021. Net interest margin was 2.34% in the first quarter of 2022, a decrease of 9 basis points from the same period in 2021. The decrease in the net interest margin from prior year is largely due to lower interest rates on loans, partially offset by higher loan volume and lower rate on interest-bearing deposits.
The provision for credit losses for the first quarter of 2022 was a net benefit of $5.5 million compared with a net benefit of $14.3 million in the same period in 2021.
Noninterest income was $43.6 million in the first quarter of 2022, an increase of 1.4% from the same period in 2021.
Noninterest expense was $103.9 million in the first quarter of 2022, an increase of 5.1% compared to the same period in 2021.
The efficiency ratio during the first quarter of 2022 was 61.53% compared with 60.45% in the same period in 2021.
The effective tax rate for the first quarter of 2022 was 22.15% compared with 24.09% in the same period in 2021.
Total non-performing assets were $20.0 million at March 31, 2022, an increase of $2.1 million compared to March 31, 2021. Non-performing assets as percentage of total loans and leases and foreclosed real estate were 0.16% at March 31, 2022, an increase of 1 basis point compared to March 31, 2021.
Net loan and lease charge-offs during the first quarter of 2022 were $1.5 million or 0.05% annualized of total average loans and leases outstanding, comprised of charge-offs of $3.9 million partially offset by recoveries of $2.4 million. Compared to the first quarter of 2021, net loan and lease charge-offs decreased by $1.4 million or 5 basis points on total average loans and leases outstanding.
The allowance for credit losses on loans and leases was $152.0 million at March 31, 2022, a decrease of $46.3 million from March 31, 2021. The ratio of the allowance for credit losses to total loans and leases outstanding was 1.21% at the end of the quarter, a decrease of 42 basis points from the end of the same period in 2021.
We maintained a strong balance sheet during the first quarter of 2022, with what we believe are appropriate reserves for credit losses and high levels of liquidity and capital.
Total assets increased to $23.0 billion at March 31, 2022, an increase of 1.0% from December 31, 2021.
The investment securities portfolio was $8.7 billion at March 31, 2022, a decrease of 2.5% from December 31, 2021. The portfolio remains largely comprised of securities issued by U.S. government agencies and U.S. government-sponsored enterprises.
Total loans and leases were $12.5 billion at March 31, 2022, an increase of 2.3% from December 31, 2021, primarily due to growth in home equity, commercial mortgage and residential mortgage loans.
Total deposits were $20.7 billion at March 31, 2022, an increase of 1.7% from December 31, 2021.
Total shareholders’ equity was $1.4 billion as of March 31, 2022, a decrease of $0.2 billion or 10% from December 31, 2021.
In the first three months of 2022, we repurchased 116,787 shares of common stock at a total cost of $10.0 million. Cash dividends of $28.3 million on common shares, and $1.97 million on preferred shares, were distributed during the first quarter of 2022.
37
Analysis of Statements of Income
Average balances, related income and expenses, and resulting yields and rates are presented in Table 1. An analysis of the change in net interest income, on a taxable-equivalent basis, is presented in Table 2.
Average Balances and Interest Rates - Taxable-Equivalent Basis
Table 1
Average
Income/
Yield/
(dollars in millions)
Balance
Expense
Rate
Earning Assets
3.4
0.45
3.2
0.93
238.5
0.1
0.21
550.6
0.10
4,399.9
17.1
1.56
4,007.9
15.8
1.57
3.0
1.93
12.3
4.27
4,567.4
18.6
1.63
3,385.8
13.1
1.55
35.8
0.2
2.10
38.1
2.55
Total Investment Securities
9,006.1
35.9
1.59
7,444.1
29.2
13.7
2.78
26.2
2.76
Loans and Leases 1
1,421.9
10.8
3.08
1,904.5
14.3
3.05
3,158.8
21.7
2.80
2,846.0
21.3
3.04
227.6
2.1
3.68
264.1
2.3
3.48
Commercial Lease Financing
98.8
0.4
1.45
106.4
1.43
4,343.3
34.9
3.21
4,146.6
3.46
1,898.9
13.3
2.83
1,594.1
12.6
3.20
737.4
5.9
3.23
708.3
6.1
3.51
403.7
5.5
5.47
382.6
6.4
6.75
12,290.4
94.6
3.10
11,952.6
99.3
3.35
36.7
2.21
33.4
Total Earning Assets 3
21,588.8
130.9
2.44
20,010.1
129.0
2.60
233.3
270.7
1,025.4
869.9
22,847.5
21,150.7
Interest-Bearing Liabilities
Interest-Bearing Deposits
Demand
4,655.4
0.5
0.04
4,186.4
0.6
0.06
7,540.6
1.1
7,016.6
1.5
0.09
971.5
0.8
0.34
1,630.0
2.2
0.56
Total Interest-Bearing Deposits
13,167.5
2.4
0.07
12,833.0
4.3
Short-Term Borrowings
6.8
0.11
Securities Sold Under Agreements to
Repurchase
450.5
2.8
2.46
600.5
3.6
2.35
10.4
7.05
60.5
0.3
2.22
Total Interest-Bearing Liabilities
13,635.2
5.4
0.16
13,496.4
8.2
0.24
125.5
120.8
Interest Rate Spread
2.28
2.36
Net Interest Margin
2.34
2.43
Noninterest-Bearing Demand Deposits
7,258.6
5,832.2
385.0
444.8
1,568.7
1,377.3
Total Liabilities and Shareholders’
Equity
Non-performing loans and leases are included in the respective average loan and lease balances. Income, if any, on such loans and leases is recognized on a cash basis.
Comprised of other consumer revolving credit, installment, and consumer lease financing.
Interest income includes taxable-equivalent basis adjustments, based upon a federal statutory tax rate of 21%, of $0.3 million for the three months ended March 31, 2022, and three months ended March 31, 2021.
38
Analysis of Change in Net Interest Income - Taxable-Equivalent Basis
Table 2
Compared to March 31, 2021
Volume 1
Rate 1
Change in Interest Income:
(0.1
(0.2
1.3
4.8
0.7
6.2
6.7
(6.0
2.5
(3.5
(1.8
(0.3
1.7
(2.7
(1.0
(1.5
(0.5
(1.2
(0.9
(5.2
(4.7
Total Change in Interest Income
6.5
(4.6
1.9
Change in Interest Expense:
(0.4
(0.7
(1.4
(1.9
(0.8
Total Change in Interest Expense
(2.8
Change in Net Interest Income
8.4
(3.7
4.7
The change in interest income and expense not solely due to changes in volume or rate has been allocated on a pro-rata basis to the volume and rate columns.
Net interest income is affected by the size and mix of our balance sheet components as well as the spread between interest earned on assets and interest paid on liabilities. Net interest margin is defined as net interest income, on a taxable-equivalent basis, as a percentage of average earning assets. We experienced lower yields on loan portfolio, which was partially offset by lower rates paid on our interest-bearing deposits, a reflection of the lower rate environment during the prior year.
Yield on our earning assets decreased by 16 basis points in the first three months of 2022 compared to the same period in 2021 primarily due to the lower rate environment during the prior year. Yield on our commercial mortgage loans decreased by 24 basis points in the first three months of 2022 compared to the same period in 2021. Commercial mortgage loan yield was negatively impacted by new loans with lower rates than loans that were paid off. Yield on our construction loans increased by 20 basis points in the first three months of 2022 compared to the same period in 2021 primarily due to loans with lower rates that were paid off or transferred to commercial mortgage upon completion. Yield on our investment securities portfolio increased by 2 basis points, relatively unchanged in the first three months of 2022 compared to the same period in 2021. Contractual yields on paycheck protection program loans are fixed at 1%, however, effective yield varies based on processing fee income being accelerated due to loans being forgiven by the Small Business Administration (“SBA”) ahead of maturity. Yield on our funds sold increased by 11 basis points in the first three months of 2022 compared to the same period in 2021 primarily due to federal fund rate increases.
Average interest rate on our interest-bearing liabilities decreased by 8 basis points in the first three months of 2022 compared to the same period in 2021. Decreases to our funding costs are primarily due to lower rates paid on our interest-bearing deposits. The rate paid on securities sold under agreements to repurchase increased by 11 basis points in the first three months of 2022 compared to the same period in 2021, as a result of early terminations of lower rate repurchase agreements in the second and third quarter of 2021, with an aggregated total of $150.0 million. The average balance of our interest bearing demand deposits increased by $469.0 million or 11% compared to the same period in 2021. The average balance of savings deposits increased by $524.0 million or 7% compared to the same period in 2021.
Average balance of our earning assets increased by $1.6 billion or 8% compared to the same period in 2021 primarily due to an increase in the average balances of our investment securities. Average balance of investment securities increased by $1.6 billion or 21% compared to the same period in 2021. Average balance of our loan and lease portfolio increased by $337.8 million or 3% compared to the same period in 2021. The average balance of our commercial mortgage portfolio increased by $312.8 million compared to the same period in 2021 as a result of continued demand from new and existing customers. The average balance in our residential mortgage portfolio increased by $196.7 million compared to the same period in 2021 primarily due to higher loan originations partially offset by an increase in payoff activity. The average balance of our home equity portfolio increased by $304.8 million compared to the same period in 2021 mainly due to growth driven by ongoing promotions of our SmartRefi program. The average balance of funds sold decreased by $312.1 million or 57% compared to the same period in 2021. The average balance of our commercial and industrial portfolio including paycheck protection program loans decreased by $482.5 million compared to the same period in 2021.
Average balance of our interest-bearing liabilities increased by $0.1 billion or 1% in the first three months of 2022 compared to the same period in 2021. This increase was primarily due to growth in our demand and savings products, partially offset by a reduction in our time deposits, securities sold under agreements to repurchase and other debt. Average balance in our core interest bearing deposit products increased by $1.0 billion in the first three months of 2022 compared to the same period in 2021. Average balance in securities sold under agreements to repurchase decreased by $150.1 million or 25% due to terminations of repurchase agreements with private institutions during 2021, totaling $150.0 million. Average balance of our other debt, which was comprised primarily of Federal Home Loan Bank (“FHLB”) advances decreased by $50.1 million or 83% in the first three months of 2022 compared to the same period in 2021 primarily due to the prepayment of FHLB advances totaling $50.0 million in the second quarter of 2021.
Table 3 presents the components of noninterest income.
Table 3
Change
(2
(3,122
1,144
(655
Investment Securities Gains (Losses), Net
(342
89
432
Other Income
3,037
Trust and asset management income is comprised of fees earned from the management and administration of trusts and other customer assets. These fees are largely based upon the market value of the assets we manage and the fee rate charged to customers. Total trust assets under administration were $10.9 billion and $10.7 billion as of March 31, 2022, and March 31, 2021, respectively. Trust and asset management income was relatively unchanged for the first three months of 2022 compared to the same period in 2021.
40
Mortgage banking income is highly influenced by mortgage interest rates, the housing market, the amount of our loan sales, and our valuation of mortgage servicing rights. Mortgage banking income decreased by $3.1 million or 53% for the first three months of 2022 compared to the same period in 2021. The decrease was primarily due to decreased sales of conforming saleable loans from current production. During the first three months in 2022, we recognized a $1.8 million valuation allowance recovery to our mortgage servicing rights compared to a $2.2 million valuation allowance recovery recorded in the same period in 2021.
Service charges on deposit accounts increased by $1.1 million or 19% for the first three months of 2022 compared to the same period in 2021. This increase was primarily due to an increase in overdraft fees coupled with an increase in account analysis fees, monthly service fees, and check printing fees compared to the same period in 2021.
Fees, exchange, and other service charges, which are primarily comprised of debit and credit card income, fees from ATMs, merchant service activity, and other loan fees and service charges, decreased by $0.7 million or 5% for the first three months of 2022 compared to the same period in 2021. This decrease was primarily due to a decrease in other loan fees, which was partially offset by an increase in merchant income as a result of higher sales volume.
Investment securities losses, net totaled ($1.5) million in the first three months of 2022 compared to ($1.2) million during the same period in 2021. The net losses in the first three months of 2022 and 2021 were primarily due to the fees paid to the counterparties of our prior Visa Class B share sales transactions.
Annuity and insurance income increased by $0.1 million or 13% for the first three months of 2022 compared to the same period in 2021 primarily due to an increase in annuity and life insurance products.
Bank-owned life insurance increased by $0.4 million or 23% for the first three months of 2022 compared to the same period in 2021 primarily due to policy purchases.
Other noninterest income increased by $3.0 million or 65% for the first three months of 2022 compared to the same period in 2021. This increase was primarily due to an increase in customer derivative program and an increase in gain on the sale of leased assets, which were partially offset by a decrease in mutual fund and securities income and a decrease in terminal and safe deposit rentals in the first three months in 2022.
41
Table 4 presents the components of noninterest expense.
Table 4
Salaries
34,932
31,569
3,363
Incentive Compensation
6,111
5,914
197
3,799
2,584
Commission Expense
1,641
2,436
(795
Retirement and Other Benefits
4,693
5,517
(824
Payroll Taxes
4,944
3,968
976
Medical, Dental, and Life Insurance
3,234
2,424
810
Separation Expense
570
1,839
(1,269
Total Salaries and Benefits
3,673
736
275
(1,762
(148
(152
Other Expense:
Advertising
2,623
2,311
312
Delivery and Postage Services
1,506
1,648
(142
Broker's Charges
1,463
759
704
Merchant Transaction and Card Processing Fees
1,453
1,098
355
Mileage Program Travel
1,196
1,160
7,410
6,288
1,122
Total Other Expense
2,387
5,009
Total salaries and benefits expense increased by $3.7 million or 7% for the first three months of 2022 compared to the same period in 2021. This increase was primarily due to a $3.4 million increase in base salaries coupled with a $1.2 million increase in share-based compensation due to a higher number of restricted stock units being amortized. These increases were partially offset by a $1.3 million decrease in separation expense.
Net occupancy expense increased by $0.7 million or 8% for the first three months of 2022 compared to the same period in 2021. This increase was due to a $0.4 million increase in security guard services coupled with a $0.3 million in depreciation and amortization for the first three months of 2022 compared to the same period in 2021.
Net equipment expense increased by $0.3 million or 3% for the first three months of 2022 compared to the same period in 2021. This increase was due to a higher software license fee, which was partially offset by a decrease in depreciation expense.
Data processing expense decreased by $1.8 million or 28% for the first three months of 2022 compared to the same period in 2021 primarily due to the expense related to the rollout of contactless cards in 2021.
FDIC insurance expense decreased by $0.2 million or 9% for the first three months of 2022 compared to the same period in 2021 primarily due to lower assessment rates.
Total other expense increased by $2.4 million or 18% for the first three months of 2022 compared to the same period in 2021 due to an increase in broker’s charges, liability insurance, education and recruitment, and higher sales volume in merchant services. These increases were partially offset by a decrease in deferred title, escrow, and broker costs in the first three months of 2022 compared to the same period in 2021.
Table 5 presents our provision for income taxes and effective tax rates.
Provision for Income Taxes and Effective Tax Rates
Table 5
Effective Tax Rates
22.15
24.09
The lower effective rate in the first quarter of 2022 compared to the same period in 2021 was primarily due to lower pretax book income, increased tax credits from Low-Income Housing partnerships, and a $0.7 million tax benefit from an early buyout of our equity interest in a leveraged lease.
Analysis of Statements of Condition
The carrying value of our investment securities portfolio was $8.7 billion and $9.0 billion as of March 31, 2022, and December 31, 2021, respectively.
We continually evaluate our investment securities portfolio in response to established asset/liability management objectives, changing market conditions that could affect profitability, and the level of interest rate risk to which we are exposed. These evaluations may cause us to change the level of funds we deploy into investment securities, change the composition of our investment securities portfolio, and change the proportion of investments made into the available-for-sale and held-to-maturity investment categories.
Mortgage-backed securities issued by Ginnie Mae, Fannie Mae, and Freddie Mac are the largest concentration in our portfolio. As of March 31, 2022, these mortgage-backed securities were all AAA-rated, with a low probability of a change in their credit ratings in the near future.
Gross unrealized gains in our investment securities portfolio were $6.4 million as of March 31, 2022, and $49.8 million as of December 31, 2021. Gross unrealized losses in our investment securities were $614.7 million as of March 31, 2022, and $142.8 million as of December 31, 2021. The overall decrease in net unrealized gains was primarily due to the increase in interest rates during 2022. The gross unrealized losses were primarily related to mortgage-backed securities issued by U.S. government agencies or U.S. government-sponsored enterprises. See Note 3 to the Consolidated Financial Statements for more information.
Table 6 presents the composition of our loan and lease portfolio by major categories.
Loan and Lease Portfolio Balances
Table 6
(7,164
(68,970
105,559
28,109
(7,001
50,533
96,116
121,697
6,369
10,701
234,883
285,416
43
Total loans and leases as of March 31, 2022, increased by $285.4 million or 2%, from December 31, 2021, primarily due to growth in our consumer lending portfolio.
Commercial loans and leases as of March 31, 2022, increased by $50.5 million or 1% from December 31, 2021. Commercial and industrial loans remained relatively unchanged from December 31, 2021. PPP loans decreased by $69.0 million, or 54% from December 31, 2021, primarily due to forgiveness payments received from the SBA. Commercial mortgage loans increased by $105.6 million or 3% from December 31, 2021, primarily due to demand from new and existing customers. Construction loans increased by $28.1 million or 13% from December 31, 2021, primarily due to an increase in construction activity in our market. Lease financing decreased by $7.0 million, or 7% from December 31, 2021, primarily due to paydowns.
Consumer loans and leases as of March 31, 2022, increased by $234.9 million or 3% from December 31, 2021. Residential mortgage loans increased by $96.1 million or 2% from December 31, 2021, primarily due to higher loan originations, partially offset by an increase in payoff activity. Home equity increased by $121.7 million or 7% from December 31, 2021, as a result of strong increase in new loan originations and stable payoff levels. Automobile loans remained relatively unchanged from December 31, 2021. Other consumer loans increased by $10.7 million or 3% from December 31, 2021, primarily due to growth in our installment loans.
44
Table 7 presents the composition of our loan and lease portfolio by geographic area and by major categories.
Geographic Distribution of Loan and Lease Portfolio
Table 7
U.S.
Mainland 1
Guam
Pacific
Islands
1,147,851
124,730
76,426
5,750
49,681
974
2,746
2,845,289
191,108
221,292
70,165
24,406
3,536
4,361,349
344,652
302,228
8,496
4,329,376
75,634
708
1,915,456
55
42,774
549,235
153,731
39,968
357,107
49,988
13,735
7,151,174
322,127
54,411
11,512,523
344,707
624,355
62,907
1,146,593
141,643
68,934
4,751
111,457
10,842
1,586
2,894
2,758,641
158,192
235,297
68,757
32,695
3,656
4,305,702
343,372
309,473
7,645
4,232,834
76,022
746
1,794,330
42,200
547,660
151,722
37,183
346,625
48,490
15,014
6,921,449
318,434
52,943
11,227,151
343,430
627,907
60,588
For secured loans and leases, classification as U.S. Mainland is made based on where the collateral is located. For unsecured loans and leases, classification as U.S. Mainland is made based on the location where the majority of the borrower’s business operations are conducted.
Our commercial and consumer lending activities are concentrated primarily in Hawaii and the Pacific Islands. Our commercial loan and lease portfolio to borrowers based on the U.S. Mainland includes legacy lease financing and participation in shared national credits for customers whose operations and assets extend beyond Hawaii.
45
Table 8 presents the major components of other assets.
Table 8
Federal Home Loan Bank and Federal Reserve Bank Stock
102
(29,080
Low-Income Housing and Other Equity Investments
131,783
136,647
(4,864
Deferred Compensation Plan Assets
(1,921
Prepaid Expenses
21,407
17,670
3,737
Accounts Receivable
13,922
13,323
599
Deferred Tax Assets
104,677
42,276
62,401
39,980
39,765
215
Total Other Assets
31,189
Total other assets increased by $31.2 million or 8% from December 31, 2021. The increase was due to a $62.4 million increase in deferred tax assets, primarily due to temporary differences between financial reporting and income tax basis of unrealized losses on investment securities. This increase was partially offset by a decrease in derivative financial instruments of $29.1 million, which was primarily due to fair value decreases of our interest rate swap agreement assets.
Table 9 presents the composition of our deposits by major customer categories.
Table 9
10,654,192
10,438,844
215,348
8,818,477
8,641,932
176,545
Public and Other
1,243,618
1,279,332
(35,714
Total deposits were $20.7 billion as of March 31, 2022, an increase of $356.2 million or 2% from December 31, 2021. This increase was primarily due to an increase in commercial and consumer deposits. Consumer deposits increased by $215.3 million or 2% primarily due to a $261.5 million increase in core deposits, partially offset by $46.2 million decrease in time deposits. Commercial deposits increased by $176.5 million or 2% due to an increase in core deposits of $184.6 million, partially offset by $8.1 million decrease in time deposits. In addition, public and other deposits decreased by $35.7 million or 3% due to an decrease in public demand deposits of $12.4 million, coupled with a decrease in time deposits of $23.3 million.
Table 10 presents the composition of our savings deposits.
Savings Deposits
Table 10
Money Market
2,583,052
2,529,985
53,067
Regular Savings
5,118,797
4,926,180
192,617
Total Savings Deposits
245,684
Table 11 presents the maturity distribution of the estimated uninsured time deposits.
Maturity Distribution of Estimated Uninsured Time Deposits
Table 11
Remaining maturity:
Three months or less
125,178
220,045
(94,867
After three through six months
159,740
93,514
66,226
After six through twelve months
102,186
137,514
(35,328
After twelve months
77,653
74,133
3,520
464,757
525,206
(60,449
Estimated uninsured deposits totaled $10.8 billion and $10.5 billion at March 31, 2022, and December 31, 2021, respectively. Uninsured amounts are estimated based on the portion of account balances in excess of FDIC insurance limits. Estimated
uninsured time deposits decreased by $60.4 million from December 31, 2021, primarily due to $46.2 million decrease in consumer time deposits and $23.3 million decrease in public time deposits.
Table 12 presents the composition of our securities sold under agreements to repurchase.
Table 12
Total Securities Sold Under Agreements to Repurchase
Securities sold under agreements to repurchase was $450.5 million as of March 31, 2022, unchanged from December 31, 2021. As of March 31, 2022, the weighted-average maturity was 2.6 years for our repurchase agreements with government entities and 2.8 years for our repurchase agreements with private institutions. Some of our repurchase agreements with private institutions may be terminated at earlier specified dates by the private institution or in some cases by either the private institution or the Company. If all such agreements were to terminate at the earliest possible date, the weighted-average maturity for our repurchase agreements with private institutions would decrease to 2.6 years. As of March 31, 2022, the weighted-average interest rate for outstanding agreements with government entities and private institutions was 1.55% and 2.46%, respectively, with all rates being fixed. Each of our repurchase agreements is accounted for as a collateralized financing arrangement (i.e., a secured borrowing) and not as a sale and subsequent repurchase of securities.
Table 13 presents the composition of our other debt.
Table 13
Finance Lease Obligations
Analysis of Business Segments
Our business segments are defined as Consumer Banking, Commercial Banking, and Treasury and Other.
Table 14 summarizes net income from our business segments. Additional information about segment performance is presented in Note 10 to the Consolidated Financial Statements.
Business Segment Net Income
Table 14
42,991
46,655
Consolidated Total
Net income decreased by $2.8 million or 17% in the first quarter of 2022 compared to the same period in 2021 primarily due to an increase in noninterest expense and a decrease in noninterest income. This was partly offset by a decrease in the Provision and an increase in net interest income. The increase in noninterest expense was primarily due to higher allocated expenses related to support units and an increase in salaries and benefits. This was partly offset by the rollout of contactless cards in the first quarter of 2021. The decrease in noninterest income was primarily due to lower mortgage banking income as a result of decreased sales of conforming saleable loans from current production. The decrease in the Provision was primarily due to lower net charge-offs in the segment’s installment loan and automobile loan portfolios, partly offset by lower recoveries in the mortgage loan portfolio. The increase in net interest income was primarily due to higher average balances in the segment’s deposit and loan portfolios, partly offset by lower average rates in the both portfolios.
Net income decreased by $0.8 million in the first quarter of 2022 compared to the same period in 2021 primarily due to an increase in noninterest expense and a decrease in noninterest income, partially offset by an increase in noninterest income. The increase in noninterest expense was primarily due to increased allocated expenses related to support units. The decrease in net interest income was primarily due to reductions in the segment’s loan portfolio and was partially offset by an increase in deposit balances. The decrease in Loans was driven by a reduction in C&I balances related to the Payroll Protection Program. The increase in deposits was primarily driven by an increase in noninterest bearing demand deposits and was partially offset by decreases in savings and time deposits. The increase in noninterest income is primarily due to an increase in customer derivative program revenue and merchant income, partially offset by reduced loan fees over the period.
Net income decreased by $1.5 million in the first quarter of 2022 compared to the same period in 2021 primarily due to an increase in the Provision partially offset by an increase in net interest and lower provision for income taxes. The increase in the Provision was primarily due to management’s best estimate of losses over the life of loans and leases in our portfolio in accordance with the CECL approach, given the economic outlook and forecasts for COVID-19 pandemic driven market changes, as well as the impact of unprecedented intervention of fiscal, monetary and regulatory programs. The increase in net interest income was primarily due to higher investment securities balances. The provision for income taxes in this business segment represents the residual amount to arrive at the total tax expense for the Company.
Corporate Risk Profile
Credit Risk
As of March 31, 2022, our overall credit risk profile remains strong and reflects the improving trend of economic impacts from the COVID-19 pandemic in the markets we serve.
48
We actively manage exposures with deteriorating asset quality to reduce levels of potential loss exposure and closely monitor our reserves and capital to address both anticipated and unforeseen issues. Risk management activities include detailed analysis of portfolio segments and stress tests of certain segments to ensure that reserve and capital levels are appropriate. We perform frequent loan and lease-level risk monitoring and risk rating reviews, which provide opportunities for early interventions to allow for credit exits or restructuring, loan and lease sales, and voluntary workouts and liquidations.
Non-Performing Assets and Accruing Loans and Leases Past Due 90 Days or More
Table 15 presents information on non-performing assets (“NPAs”) and accruing loans and leases past due 90 days or more.
Table 15
Non-Performing Assets
(144
(140
540
757
1,297
Total Non-Accrual Loans and Leases
1,013
Total Non-Performing Assets
19,979
18,966
Accruing Loans and Leases Past Due 90 Days or More
954
(734
(225
223
218
Total Accruing Loans and Leases Past Due 90 Days or More
Restructured Loans on Accrual Status and Not Past Due 90 Days or More
54,136
60,519
(6,383
Ratio of Non-Accrual Loans and Leases to Total Loans and Leases
Ratio of Non-Performing Assets to Total Loans and Leases and Foreclosed Real Estate
0.15
0.01
Ratio of Commercial Non-Performing Assets to Total Commercial Loans and Leases
and Commercial Foreclosed Real Estate
0.17
(0.01
)%
Ratio of Consumer Non-Performing Assets to Total Consumer Loans and Leases
and Consumer Foreclosed Real Estate
0.02
Ratio of Non-Performing Assets and Accruing Loans and Leases Past Due 90 Days
or More to Total Loans and Leases and Foreclosed Real Estate
0.22
Changes in Non-Performing Assets
Additions
2,243
Reductions
Payments
(1,230
NPAs consist of non-accrual loans and leases, and foreclosed real estate. Changes in the level of non-accrual loans and leases typically represent additions for loans and leases that reach a specified past due status, offset by reductions for loans and leases that are charged-off, paid down, sold, transferred to Other Real Estate Owned (“OREO”), or are no longer classified as non-accrual because they have returned to accrual status.
Residential mortgage non-accrual loans were $3.8 million as of March 31, 2022, an increase of $0.5 million or 16% from December 31, 2021. As of March 31, 2022, our residential mortgage non-accrual loans were comprised of 14 loans with a weighted average current loan-to-value ratio of 56%.
Foreclosed real estate represents property acquired as the result of borrower defaults on loans. Foreclosed real estate is recorded at fair value, less estimated selling costs, at the time of foreclosure. On an ongoing basis, properties are appraised as required by market conditions and applicable regulations. Foreclosed real estate as of March 31, 2022, was unchanged from December 31, 2021.
Loans and Leases Past Due 90 Days or More and Still Accruing Interest
Loans and leases in this category are 90 days or more past due, as to principal or interest, and are still accruing interest because they are well secured and in the process of collection. Loans and leases past due 90 days or more and still accruing interest were $8.0 million as of March 31, 2022, a $0.2 million or 3% increase from December 31, 2021. The increase was primarily in residential mortgage and other, which was partially offset by a decrease in home equity and automobile.
Table 16 presents information on loans with terms that have been modified in a TDR.
Loans Modified in a Troubled Debt Restructuring
Table 16
14,024
18,722
(4,698
11,512
11,777
(265
25,536
30,499
(4,963
16,302
16,102
200
4,666
4,877
(211
14,997
16,148
(1,151
2,215
2,331
(116
38,180
39,458
(1,278
63,716
69,957
(6,241
The Company offered loan and lease modifications to assist borrowers during the COVID-19 national emergency. These modifications initially and generally involved principal and/or interest payment deferrals for up to six months. Similar to the initial modifications granted, an additional round of loan modifications was offered which generally involved principal and/or interest payment deferrals for up to an additional six months for commercial and consumer loans, and principal-only deferrals for up to an additional 12 months for selected commercial loans. The Company generally continues to accrue and recognize interest income during the deferral period. The Company offered several repayment options such as immediate repayment, repayment over a designated time period or as a balloon payment at maturity, or by extending the loan term. These modifications generally did not involve forgiveness or interest rate reductions. In accordance with Section 4013 of the CARES Act and the joint agency statement issued by banking agencies, most of these COVID-19 related loan and lease modifications were not accounted for as TDRs. As of March 31, 2022, COVID-19 related loan and lease modifications totaled $40.5 million (8 loans) for the commercial segment and $0.2 million (1 loan) for the consumer segment. Loans in a COVID-19 loan or lease modification program will continue to accrue interest during the deferral period unless otherwise classified as nonperforming. See Note 4 to the Consolidated Financial Statements for more information.
Reserve for Credit Losses
Table 17 presents the activity in our reserve for credit losses.
Table 17
164,297
174,708
221,303
(217
(4
(68
(1,530
(1,045
(2,109
(1,961
(2,007
(3,914
Total Loans and Leases Charged-Off
(3,274
132
955
515
390
533
739
476
745
Total Recoveries on Loans and Leases Previously
Charged-Off
2,602
Net Charged-Off - Loans and Leases
(672
Net Charged-Off - Accrued Interest Receivable
(47
(308
Provision for Credit Losses:
(9,427
(367
(214
(826
(59
693
Total Provision for Credit Losses
(9,700
157,264
203,779
Components
Allowance for Credit Losses - Loans and Leases
Allowance for Credit Losses - Accrued Interest Receivable
414
2,392
Reserve for Unfunded Commitments
5,236
6,062
Total Reserve for Credit Losses
Average Loans and Leases Outstanding
12,290,402
12,086,705
11,952,587
Ratio of Net Loans and Leases Charged-Off to
Average Loans and Leases Outstanding (annualized)
Ratio of Allowance for Credit Losses to
Loans and Leases Outstanding 2
1.21
1.29
The numerator comprises the Allowance for Credit Losses – Loans and Leases.
51
As of March 31, 2022, the Allowance was $152.0 million or 1.21% of total loans and leases outstanding (1.24% excluding PPP loans), compared with an Allowance of $157.8 million or 1.29% of total loans and leases outstanding (1.32% excluding PPP loans) as of December 31, 2021. The decrease in the Allowance and the ratio of Allowance to loans and leases outstanding was primarily due to management’s best estimate of losses over the life of loans and leases in our portfolio in accordance with the CECL approach, given the economic outlook and forecasts for COVID-19 pandemic driven market changes, as well as the impact of unprecedented intervention of fiscal, monetary and regulatory programs.
Net charge-off on loans and leases were $1.5 million or 0.05% of total average loans and leases, on an annualized basis, in the first quarter of 2022 compared to net charge-offs of $2.9 million or 0.10% of total average loans and leases, on an annualized basis, in the first quarter of 2021. The decrease in net charge-offs on loans and leases was primarily due to the continued and cumulative impact of government stimulus measures and the assistance we offered to borrowers to modify payment terms, which support the trend of low delinquencies, which in turn reduce the number of charge-offs during the quarter.
The Unfunded Reserve was $5.2 million as of March 31, 2022, a decrease of $0.8 million or 14% from December 31, 2021, primarily driven by lower commercial and industrial loan commitments. The reserve for unfunded commitments is recorded in other liabilities in the consolidated statements of condition.
For the first three months of 2022 the Provision for Credit Losses was a net benefit of $5.5 million compared to a net benefit of $14.3 million during the same period in 2021. The decrease was primarily due to management’s best estimate of losses over the life of loans and leases in our portfolio in accordance with the CECL approach, given the economic outlook, consumer delinquency rates, post deferral consumer payment trends, very low commercial delinquency rates post-deferral, very strong commercial performance and liquidity levels during the second and third quarters, and forecasts for COVID-19 pandemic driven market changes, as well as the cumulative impact of unprecedented intervention of fiscal, monetary and regulatory programs.
Market Risk
Market risk is the potential of loss arising from adverse changes in interest rates and prices. We are exposed to market risk as a consequence of the normal course of conducting our business activities. Our market risk management process involves measuring, monitoring, controlling, and mitigating risks that can significantly impact our statements of income and condition. In this management process, market risks are balanced with expected returns in an effort to enhance earnings performance, while limiting volatility.
Our primary market risk exposure is interest rate risk.
Interest Rate Risk
The objective of our interest rate risk management process is to maximize net interest income while operating within acceptable limits established for interest rate risk and maintaining adequate levels of funding and liquidity. The potential cash flows, sales, or replacement value of many of our assets and liabilities, especially those that earn or pay interest, are sensitive to changes in the general level of interest rates. This interest rate risk arises primarily from our core business activities of extending loans and accepting deposits. Our investment securities portfolio is also subject to significant interest rate risk.
Many factors affect our exposure to changes in interest rates such as general economic and financial conditions, customer preferences, historical pricing relationships, and repricing characteristics of financial instruments. Our earnings are affected not only by general economic conditions but also by the monetary and fiscal policies of the U.S. and its agencies, particularly the Federal Reserve Bank (the “FRB”). The monetary policies of the FRB can influence the overall growth of loans, investment securities, and deposits and the level of interest rates earned on assets and paid for liabilities.
In managing interest rate risk, we, through the Asset/Liability Management Committee (“ALCO”), measure short and long-term sensitivities to changes in interest rates. The ALCO, which is comprised of members of executive management, utilizes several techniques to manage interest rate risk, which include:
adjusting the balance sheet mix or altering the interest rate characteristics of assets and liabilities;
changing product pricing strategies;
modifying characteristics of the investment securities portfolio; and
using derivative financial instruments.
Our use of derivative financial instruments, as detailed in Note 11 to the Consolidated Financial Statements, has generally been limited. This is due to natural on-balance sheet hedges arising out of offsetting interest rate exposures from loans and investment securities with deposits and other interest-bearing liabilities. In particular, the investment securities portfolio is utilized to manage the interest rate exposure and sensitivity to within the guidelines and limits established by the ALCO. We utilize natural and offsetting economic hedges in an effort to reduce the need to employ off-balance sheet derivative financial instruments to hedge interest rate risk exposures. Expected movements in interest rates are also considered in managing interest rate risk. Thus, as interest rates change, we may use different techniques to manage interest rate risk.
A key element in our ongoing process to measure and monitor interest rate risk is the utilization of an asset/liability simulation model that attempts to capture the dynamic nature of the statement of condition. The model is used to estimate and measure the statement of condition sensitivity to changes in interest rates. These estimates are based on assumptions about the behavior of loan and deposit pricing, prepayment rates on mortgage-based assets, and principal amortization and maturities on other financial instruments. The model’s analytics include the effects of standard prepayment options on mortgages and customer withdrawal options for deposits. While such assumptions are inherently uncertain, we believe that our assumptions are reasonable.
We utilize net interest income simulations to analyze income sensitivities to changes in interest rates. Table 18 presents, as of March 31, 2022, and December 31, 2021, an estimate of the change in net interest income that would result from a gradual and immediate change in interest rates, moving in a parallel shock over the entire yield curve, relative to the measured base case scenario. The base case scenario assumes the statement of condition and interest rates are generally unchanged. Based on our net interest income simulation as of March 31, 2022, net interest income is expected to increase as interest rates rise. Rising interest rates would drive higher rates on loans and investment securities, as well as induce a slower pace of premium amortization on certain securities within our investment portfolio. However, lower interest rates would likely cause a decline in net interest income as lower rates would lead to lower yields on loans and investment securities, as well as drive higher premium amortization on existing investment securities. Based on our net interest income simulation as of March 31, 2022, net interest income sensitivity to changes in interest rates as of March 31, 2022, was less sensitive in comparison to the sensitivity profile as of December 31, 2021.
Net Interest Income Sensitivity Profile
Table 18
Impact on Future Annual Net Interest Income
Gradual Change in Interest Rates (basis points)
+200
21,759
4.2
29,697
+100
10,968
15,306
3.1
-100
(5,023
(8,922
Immediate Change in Interest Rates (basis points)
51,064
9.8
68,037
14.0
25,909
5.0
38,361
7.9
(16,275
(3.1
(30,511
(6.3
To analyze the impact of changes in interest rates in a more realistic manner, non-parallel interest rate scenarios are also simulated. These non-parallel interest rate scenarios indicate that net interest income may decrease from the base case scenario should the yield curve flatten or become inverted for a period of time. Conversely, if the yield curve were to steepen, net interest income may increase.
53
Other Market Risks
In addition to interest rate risk, we are exposed to other forms of market risk in our normal business transactions. Foreign currency and foreign exchange contracts expose us to a small degree of foreign currency risk. These transactions are primarily executed on behalf of customers. Our trust and asset management income are at risk to fluctuations in the market values of underlying assets, particularly debt and equity securities. Also, our share-based compensation expense is dependent on the fair value of our stock options, restricted stock units, and restricted stock at the date of grant. The fair value of stock options, restricted stock units, and restricted stock is impacted by the market price of the Parent’s common stock on the date of grant and is at risk to changes in equity markets, general economic conditions, and other factors.
Liquidity Risk Management
The objective of our liquidity risk management process is to manage cash flow and liquidity in an effort to provide continuous access to sufficient, reasonably priced funds. Funding requirements are impacted by loan originations and refinancings, deposit balance changes, liability issuances and settlements, and off-balance sheet funding commitments. We consider and comply with various regulatory guidelines regarding required liquidity levels and periodically monitor our liquidity position in light of the changing economic environment and customer activity. Based on periodic liquidity assessments, we may alter our asset, liability, and off-balance sheet positions. The ALCO monitors sources and uses of funds and modifies asset and liability positions as liquidity requirements change. This process, combined with our ability to raise funds in money and capital markets and through private placements, provides flexibility in managing the exposure to liquidity risk.
In an effort to satisfy our liquidity needs, we actively manage our assets and liabilities. We have access to immediate liquid resources in the form of cash which is primarily on deposit with the FRB. Potential sources of liquidity also include investment securities in our available-for-sale securities portfolio and our ability to sell loans in the secondary market. Our held-to-maturity securities, while not intended for sale, may also be utilized in repurchase agreements to obtain funding. Our core deposits have historically provided us with a long-term source of stable and relatively lower cost source of funding. Additional funding is available through the issuance of long-term debt or equity.
Maturities and payments on outstanding loans and investment securities also provide a steady flow of funds. Liquidity is further enhanced by our ability to pledge loans to access secured borrowings from the FHLB and FRB. As of March 31, 2022, we had additional borrowing capacity of $3.0 billion from the FHLB and $714.8 million from the FRB based on the amount of collateral pledged.
We continued our focus on maintaining a strong liquidity position throughout the first three months of 2022. As of March 31, 2022, cash and cash equivalents were $595.1 million, the fair value of our available-for-sale investment securities was $4.3 billion, and total deposits were $20.7 billion as of March 31, 2022.
Capital Management
We actively manage capital, commensurate with our risk profile, to enhance shareholder value. We also seek to maintain capital levels for the Company and the Bank at amounts in excess of the regulatory “well-capitalized” thresholds. Periodically, we may respond to market conditions by implementing changes to our overall balance sheet positioning to manage our capital position.
The Company and the Bank are each subject to regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements could cause certain mandatory and discretionary actions by regulators that, if undertaken, would likely have a material effect on our financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and the Bank must meet specific capital guidelines that involve quantitative and qualitative measures. These measures were established by regulation intended to ensure capital adequacy. Capital ratios are calculated using the regulatory capital rule that allows a five-year transition period related to the adoption of CECL. As of March 31, 2022, the Company’s capital levels remained characterized as “well-capitalized”. There have been no conditions or events since March 31, 2022, that management believes have changed either the Company’s or the Bank’s capital classifications. The Company’s regulatory capital ratios are presented in Table 19 below.
Table 19 presents our regulatory capital and ratios as of March 31, 2022, and December 31, 2021
Regulatory Capital and Ratios
Table 19
Regulatory Capital
Total Common Shareholders’ Equity
1,273,398
1,436,124
Add: CECL Transitional Amount
7,124
9,498
Less: Goodwill, Net of Deferred Tax Liabilities
28,747
Postretirement Benefit Liability Adjustments
Net Unrealized Gains (Losses) on Investment Securities 1
(213,010
(32,886
(198
Common Equity Tier 1 Capital
1,498,126
1,483,455
Preferred Stock, Net of Issuance Cost
175,487
Tier 1 Capital
1,673,613
1,658,942
Allowable Reserve for Credit Losses
151,219
153,001
Total Regulatory Capital
1,824,832
1,811,943
Risk-Weighted Assets
12,663,646
12,236,805
Key Regulatory Capital Ratios
Common Equity Tier 1 Capital Ratio
11.83
12.12
Tier 1 Capital Ratio
13.22
13.56
Total Capital Ratio
14.41
14.81
Tier 1 Leverage Ratio
7.30
7.32
Includes unrealized gains and losses related to the Company’s reclassification of available-for-sale investment securities to the held-to-maturity category.
As of March 31, 2022, shareholders’ equity was $1.4 billion, a decrease of $162.7 million or 10% from December 31, 2021. For the first three months of 2022, net income of $54.8 million, common stock issuances of $2.4 million, and share-based compensation of $4.0 million were offset by other comprehensive loss of $179.8 million, cash dividends paid of $28.3 million on common shares, common stock repurchased of $14.0 million, and cash dividends declared of $1.97 million on preferred shares. In the first three months of 2022, we repurchased 116,787 shares under our share repurchase program. These shares were repurchased at an average cost per share of $85.34 and a total cost of $10.0 million. From the beginning of our share repurchase program in July 2001 through March 31, 2022, we repurchased a total of 57.5 million shares of common stock and returned a total of $2.3 billion to our shareholders at an average cost of $40.85 per share.
Remaining buyback authority under our share repurchase program was $75.8 million as of March 31, 2022. The actual amount and timing of future share repurchases, if any, will depend on market and economic conditions, regulatory rules, applicable SEC rules, and various other factors.
In April 2022, the Parent’s Board of Directors declared a quarterly dividend payment of its Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series A, of $10.94 per share, equivalent to $0.2735 per depositary share. The dividend will be payable on May 2, 2022 to shareholders of record of the preferred stock at the close of business on April 18, 2022.
In April 2022, the Parent’s Board of Directors declared a quarterly cash dividend of $0.70 per share on the Parent’s outstanding common shares. The dividend will be payable on June 14, 2022, to shareholders of record of the common stock at the close of business on May 31, 2022.
Regulatory Initiatives Affecting the Banking Industry
U.S. Government Relief Programs in Response to COVID-19
On March 27, 2020, President Trump signed the CARES Act into law. Many of the provisions of the CARES Act were renewed or extended by the Coronavirus Response and Relief Supplemental Appropriations Act on December 21, 2020.
The CARES Act established the Paycheck Protection Program, an expansion of the SBA’s 7(a) loan program. The PPP provided loans to small businesses who were affected by economic conditions as a result of the COVID-19 pandemic to provide cash flow assistance to employers who maintained their payroll (including healthcare and certain related expenses), mortgage interest, rent, leases, utilities and interest on existing debt during this emergency. The funding period of the PPP has ended on May 31, 2021. Pursuant to the provisions of Section 1106 of the CARES Act, borrowers may apply to the Bank for loan forgiveness of all or a portion of the loan, subject to certain eligibility requirements and conditions.
Operational Risk
Operational risk represents the risk of loss resulting from our operations, including, but not limited to, the risk of fraud by employees or persons outside the Company, errors relating to transaction processing and technology, failure to adhere to compliance requirements, and the risk of cyber attacks. We are also exposed to operational risk through our outsourcing arrangements, and the effect that changes in circumstances or capabilities of our outsourcing vendors can have on our ability to continue to perform operational functions necessary to our business. The risk of loss also includes the potential legal actions that could arise as a result of an operational deficiency or as a result of noncompliance with applicable regulatory standards, adverse business decisions or their implementation, and customer attrition due to potential negative publicity. Operational risk is inherent in all business activities, and management of this risk is important to the achievement of Company goals and objectives.
Our Operational Risk Committee (the “ORC”) provides oversight and assesses the most significant operational risks facing the Company. We have developed a framework that provides for a centralized operating risk management function through the ORC, supplemented by business unit responsibility for managing operational risks specific to their business units. Our internal audit department also validates the system of internal controls through ongoing risk-based audit procedures and reports on the effectiveness of internal controls to executive management and the Audit and Risk Committee of the Board of Directors.
We continuously strive to strengthen our system of internal controls to improve the oversight of operational risk. While our internal controls have been designed to minimize operational risks, there is no assurance that business disruption or operational losses will not occur. On an ongoing basis, management reassesses operational risks, implements appropriate process changes, and invests in enhancements to our systems of internal controls.
Off-Balance Sheet Arrangements, Credit Commitments, and Contractual Obligations
Off-Balance Sheet Arrangements
We hold interests in several unconsolidated variable interest entities (“VIEs”). These unconsolidated VIEs are primarily low-income housing partnerships and solar energy partnerships. Variable interests are defined as contractual ownership or other interests in an entity that change with fluctuations in an entity’s net asset value. The primary beneficiary consolidates the VIE. We have determined that the Company is not the primary beneficiary of these entities. As a result, we do not consolidate these VIEs.
Credit Commitments and Contractual Obligations
Our credit commitments and contractual obligations have not changed materially since previously reported in our Annual Report on Form 10-K for the year ended December 31, 2021.
56
Item 3. Quantitative and Qualitative Disclosures About Market Risk
See “Market Risk” of this Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
The Company’s management, including the Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of March 31, 2022. The Company’s disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the U.S. Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of March 31, 2022.
Changes in Internal Control over Financial Reporting
There were no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended March 31, 2022, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Item 1. Legal Proceedings
Information regarding legal proceedings is incorporated by reference from “Contingencies” in Note 12 to our Consolidated Financial Statements (unaudited) set forth in Part I of this report.
Item 1A. Risk Factors
There are no material changes from the risk factors set forth under Part I, Item 1A. “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The Parent’s repurchases of its common stock during the first quarter of 2022 were as follows:
Issuer Purchases of Equity Securities
Period
Total Number
of Shares
Purchased 1
Average Price
Paid Per
Share
Total Number of
Shares Purchased
as Part of
Publicly Announced
Plans or Programs
Approximate Dollar
Value of Shares
that May Yet Be
Purchased Under
the Plans or
Programs 2
January 1 - 31, 2022
8,866
85.16
7,500
85,093,672
February 1 - 28, 2022
94,458
87.02
50,000
80,753,227
March 1 - 31, 2022
59,287
84.09
75,768,041
162,611
85.85
116,787
During the first quarter of 2022, 45,824 shares were acquired from employees in connection with income tax withholdings related to the vesting of restricted stock and acquired by the trustee of a trust established pursuant to the Bank of Hawaii Corporation Director Deferred Compensation Plan (the “DDCP”) directly from the Parent in satisfaction of the Company’s obligations to participants under the DDCP. The issuance of these shares was made in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) by Section 4(a)(2) thereof. The trustee under the trust and the participants under the DDCP are “Accredited Investors”, as defined in Rule 501(a) under the Securities Act. These transactions did not involve a public offering and occurred without general solicitation or advertising. The shares were purchased at the closing price of the Parent’s common stock on the dates of purchase.
The share repurchase program was first announced in July 2001. The program has no set expiration or termination date. The actual amount and timing of future share repurchases, if any, will depend on market and economic conditions, regulatory rules, applicable SEC rules, and various other factors.
Item 6. Exhibits
A list of exhibits to this Form 10-Q is set forth on the Exhibit Index and is incorporated herein by reference.
Exhibit Index
Exhibit
Number
Certificate of Incorporation of Bank of Hawaii Corporation (f/k/a Pacific Century Financial Corporation and Bancorp Hawaii, Inc.), as amended (incorporated by reference to Exhibit 3.1 to Bank of Hawaii Corporation’s Annual Report on Form 10-K for its fiscal year ended December 31, 2005 filed on February 28, 2006).
Certificate of Amendment of Certificate of Incorporation of Bank of Hawaii Corporation (incorporated by reference to Exhibit 3.1 to Bank of Hawaii Corporation’s Current Report on Form 8-K filed on April 30, 2008).
3.3
Certificate of Designations of 4.375% Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series A (incorporated by reference to Exhibit 3.1 to Bank of Hawaii Corporation’s Current Report on Form 8-K filed on June 15, 2021).
Amended and Restated By-laws of Bank of Hawaii Corporation (as amended October 19, 2018) (incorporated by reference to Exhibit 3.2 to Bank of Hawaii Corporation’s Current Report on Form 8-K filed on October 24, 2018).
4.1
Deposit Agreement, dated June 15, 2021, by and among Bank of Hawaii Corporation, Computershare Inc. and Computershare Trust Company, N.A., jointly as depositary, and the holders from time to time of the depositary receipts described therein (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on June 15, 2021)
Form Depository Receipt (included in Exhibit 4.1)
31.1
Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as Amended, Adopted Pursuant to Section 302 of the Sarbanes Oxley Act of 2002
31.2
Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as Amended, Adopted Pursuant to Section 302 of the Sarbanes Oxley Act of 2002
Certification of Chief Executive Officer 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
101.INS
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH
Inline XBRL Taxonomy Extension Schema Document
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104
The cover page for the Company’s Quarterly Report on the Form 10-Q has been formatted in Inline XBRL and contained in Exhibit 101
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date:
April 26, 2022
By:
/s/ Peter S. Ho
Peter S. Ho
Chairman of the Board,
Chief Executive Officer, and
President
/s/ Dean Y. Shigemura
Dean Y. Shigemura
Vice Chair,
Chief Financial Officer, and
Principal Accounting Officer