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 June 30, 2023
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 CORPORATION
(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). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of July 18, 2023, there were 39,727,652 shares of common stock outstanding.
Bank of Hawai‘i Corporation
Form 10-Q
Index
uninsuPage
Part I - Financial Information
Item 1.
Financial Statements (Unaudited)
Consolidated Statements of Income –Three and six months ended June 30, 2023, and June 30, 2022
2
Consolidated Statements of Comprehensive Income –Three and six months ended June 30, 2023, and June 30, 2022
3
Consolidated Statements of Condition –June 30, 2023, and December 31, 2022
4
Consolidated Statements of Shareholders’ Equity –Six months ended June 30, 2023, and June 30, 2022
5
Consolidated Statements of Cash Flows –Six months ended June 30, 2023, and June 30, 2022
6
Notes to Consolidated Financial Statements
7
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
42
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
65
Item 4.
Controls and Procedures
Part II - Other Information
66
Legal Proceedings
Item 1A.
Risk Factors
Unregistered Sales of Equity Securities and Use of Proceeds
67
Item 5.
Other Information
Item 6.
Exhibits
Signatures
69
1
Bank of Hawai‘i Corporation and Subsidiaries
Consolidated Statements of Income (Unaudited)
Three Months Ended
Six Months Ended
June 30,
(dollars in thousands, except per share amounts)
2023
2022
Interest Income
Interest and Fees on Loans and Leases
$
144,541
101,663
281,042
196,102
Income on Investment Securities
Available-for-Sale
23,301
17,984
47,194
35,084
Held-to-Maturity
23,375
18,838
47,323
37,539
Deposits
18
45
9
Funds Sold
6,395
719
9,761
846
Other
2,121
353
2,718
555
Total Interest Income
199,751
139,562
388,083
270,135
Interest Expense
53,779
3,535
91,573
5,888
Securities Sold Under Agreements to Repurchase
5,436
2,794
10,813
5,566
Funds Purchased
184
57
888
59
Short-Term Borrowings
2,510
92
5,713
Other Debt
13,494
182
18,793
365
Total Interest Expense
75,403
6,660
127,780
11,970
Net Interest Income
124,348
132,902
260,303
258,165
Provision for Credit Losses
2,500
(2,500
)
4,500
(8,000
Net Interest Income After Provision for Credit Losses
121,848
135,402
255,803
266,165
Noninterest Income
Trust and Asset Management
11,215
11,457
21,905
22,733
Mortgage Banking
1,176
1,247
2,180
3,987
Service Charges on Deposit Accounts
7,587
7,309
15,324
14,581
Fees, Exchange, and Other Service Charges
14,150
14,193
27,958
27,145
Investment Securities Losses, Net
(1,310
(1,295
(3,102
(2,840
Annuity and Insurance
1,038
870
2,309
1,661
Bank-Owned Life Insurance
2,876
2,658
5,718
5,007
6,523
5,719
11,700
13,435
Total Noninterest Income
43,255
42,158
83,992
85,709
Noninterest Expense
Salaries and Benefits
56,175
57,769
121,263
117,693
Net Occupancy
9,991
9,930
19,863
19,756
Net Equipment
10,573
9,543
20,948
18,696
Data Processing
4,599
4,607
9,182
9,167
Professional Fees
4,651
3,542
8,534
6,800
FDIC Insurance
3,173
1,590
6,407
3,092
14,874
15,958
29,758
31,609
Total Noninterest Expense
104,036
102,939
215,955
206,813
Income Before Provision for Income Taxes
61,067
74,621
123,840
145,061
Provision for Income Taxes
15,006
17,759
30,937
33,365
Net Income
46,061
56,862
92,903
111,696
Preferred Stock Dividends
1,969
3,938
Net Income Available to Common Shareholders
44,092
54,893
88,965
107,758
Basic Earnings Per Common Share
1.12
1.38
2.27
2.71
Diluted Earnings Per Common Share
2.26
2.70
Dividends Declared Per Common Share
0.70
1.40
Basic Weighted Average Common Shares
39,241,559
39,693,593
39,259,279
39,722,985
Diluted Weighted Average Common Shares
39,317,521
39,842,608
39,382,359
39,896,700
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 Gains (Losses) on Investment Securities
(18,217
(122,647
11,059
(302,771
Defined Benefit Plans
84
352
168
705
Total Other Comprehensive Income (Loss)
(18,133
(122,295
11,227
(302,066
Comprehensive Income (Loss)
27,928
(65,433
104,130
(190,370
Consolidated Statements of Condition (Unaudited)
June 30,2023
December 31,2022
Assets
Interest-Bearing Deposits in Other Banks
2,261
3,724
1,273,109
81,364
Investment Securities
2,666,723
2,844,823
Held-to-Maturity (Fair Value of $4,411,003 and $4,615,393)
5,202,698
5,414,139
Loans Held for Sale
3,359
1,035
Loans and Leases
13,914,889
13,646,420
Allowance for Credit Losses
(145,367
(144,439
Net Loans and Leases
13,769,522
13,501,981
Total Earning Assets
22,917,672
21,847,066
Cash and Due From Banks
398,072
316,679
Premises and Equipment, Net
200,297
206,777
Operating Lease Right-of-Use Assets
89,286
92,307
Accrued Interest Receivable
64,720
61,002
Foreclosed Real Estate
1,040
Mortgage Servicing Rights
21,626
22,619
Goodwill
31,517
456,889
453,882
Other Assets
766,817
573,988
Total Assets
24,947,936
23,606,877
Liabilities
Noninterest-Bearing Demand
5,968,344
6,714,982
Interest-Bearing Demand
4,119,166
4,232,567
Savings
7,756,426
7,962,410
Time
2,664,679
1,705,737
Total Deposits
20,508,615
20,615,696
725,490
1,760,243
410,294
Operating Lease Liabilities
97,768
100,526
Retirement Benefits Payable
26,434
26,991
Accrued Interest Payable
26,737
9,698
Taxes Payable
132
7,104
Other Liabilities
444,238
394,083
Total Liabilities
23,589,657
22,289,882
Commitments and Contingencies (Note 12)
Shareholders’ Equity
Preferred Stock ($.01 par value; authorized 180,000 shares; issued and outstanding: June 30, 2023 and December 31, 2022 - 180,000)
180,000
Common Stock ($.01 par value; authorized 500,000,000 shares; issued / outstanding: June 20, 2023 -58,771,036 / 39,725,348 and December 31, 2022 -58,733,625 / 39,835,750)
583
582
Capital Surplus
628,202
620,578
Accumulated Other Comprehensive Loss
(423,431
(434,658
Retained Earnings
2,091,289
2,055,912
Treasury Stock, at Cost (Shares: June 30, 2023 - 19,045,688 and December 31, 2022 - 18,897,875)
(1,118,364
(1,105,419
Total Shareholders’ Equity
1,358,279
1,316,995
Total Liabilities and Shareholders’ Equity
Consolidated Statements of Shareholders’ Equity (Unaudited)
PreferredSharesOutstanding
PreferredStock
CommonSharesOutstanding
CommonStock
CapitalSurplus
Accum. OtherComprehensive Income (Loss)
RetainedEarnings
TreasuryStock
Total
Balance as of December 31, 2022
39,835,750
—
46,842
Other Comprehensive Income
29,360
Share-Based Compensation
3,371
Common Stock Issued under Purchase and Equity Compensation Plans
13,164
177
1,587
(197
1,568
Common Stock Repurchased
(202,408
(13,793
Cash Dividends Declared Common Stock ($0.70 per share)
(27,944
Cash Dividends Declared Preferred Stock
(1,969
Balance as of March 31, 2023
39,646,506
624,126
(405,298
2,074,428
(1,119,409
1,354,430
Other Comprehensive Loss
4,301
81,601
(225
699
1,183
1,657
(2,759
(138
(27,930
Balance as of June 30, 2023
39,725,348
Balance as of December 31, 2021
40,253,193
581
602,508
(66,382
1,950,375
(1,055,471
1,611,611
54,834
(179,771
4,010
197,783
543
(185
2,036
2,395
(162,611
(13,960
(28,265
Balance as of March 31, 2022
40,288,365
607,061
(246,153
1,974,790
(1,067,395
1,448,885
4,162
30,442
471
531
661
1,663
(136,148
(10,353
(28,209
Balance as of June 30, 2022
40,182,659
611,694
(368,448
2,002,005
(1,077,087
1,348,746
Consolidated Statements of Cash Flows (Unaudited)
Operating Activities
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
Depreciation and Amortization
11,525
10,607
Amortization of Deferred Loan and Lease Costs (Fees), Net
444
(561
Amortization and Accretion of Premiums/Discounts on Investment Securities, Net
6,742
12,453
Amortization of Operating Lease Right-of-Use Assets
5,808
5,798
7,672
8,172
Benefit Plan Contributions
(949
(825
Deferred Income Taxes
(734
839
Net Gains on Sales of Loans and Leases
(1,275
(2,463
Net Losses on Sales of Investment Securities
3,102
2,840
Proceeds from Sales of Loans Held for Sale
19,107
102,806
Originations of Loans Held for Sale
(21,853
(79,660
Net Tax (Deficiency) Benefits from Share-Based Compensation
(490
163
Net Change in Other Assets and Other Liabilities
(145,871
(5,516
Net Cash (Used in) Provided by Operating Activities
(19,369
158,349
Investing Activities
Investment Securities Available-for-Sale:
Proceeds from Prepayments and Maturities
174,574
456,420
Purchases
(246
(556,154
Investment Securities Held-to-Maturity:
220,415
381,387
(15,240
Net Change in Loans and Leases
(270,751
(692,179
Purchases of Premises and Equipment
(5,046
(13,277
Net Cash Provided by (Used in) Investing Activities
118,946
(439,043
Financing Activities
Net Change in Deposits
(107,081
665,573
Net Change in Short-Term Borrowings
(25,000
Proceeds from Long-Term Debt
1,350,000
Repayments of Long-Term Debt
(51
(48
Proceeds from Issuance of Common Stock
2,973
3,826
Repurchase of Common Stock
(13,931
(24,313
Cash Dividends Paid on Common Stock
(55,874
(56,474
Cash Dividends Paid on Preferred Stock
(3,938
Net Cash Provided by Financing Activities
1,172,098
559,626
Net Change in Cash and Cash Equivalents
1,271,675
278,932
Cash and Cash Equivalents at Beginning of Period
401,767
560,434
Cash and Cash Equivalents at End of Period
1,673,442
839,366
Supplemental Information
Cash Paid for Interest
110,741
11,924
Cash Paid for Income Taxes
30,623
24,946
Non-Cash Investing and Financing Activities:
Transfer from Loans to Loans Held for Sale
380
Transfer from Loans Held for Sale to Loans
569
(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 Hawai‘i Corporation is a trade name of Bank of Hawaii Corporation, and along with its subsidiaries (collectively, the “Company”), provides a broad range of financial products and services to businesses, consumers and governments in Hawaii and the West Pacific. 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”), doing business as Bank of Hawai‘i.
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 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, 2022. Significant changes to accounting policies from those disclosed in our audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K are presented below.
In January 2023, the Company adopted ASU 2022-02, “Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures” (“ASU 2022-02”), which eliminated the accounting guidance for troubled debt restructurings (“TDRs”) while enhancing disclosure requirements for certain loan refinancing and restructurings by creditors when a borrower is experiencing financial difficulty. This guidance was applied on a prospective basis. Upon adoption of this guidance, the Company no longer establishes a specific reserve for modifications made on January 1, 2023 and forward to borrowers experiencing financial difficulty. Instead, these modifications are included in their respective cohort and a historical loss rate is applied to the current loan balance to arrive at the quantitative baseline portion of the Allowance for Credit Losses.
Modifications to borrowers experiencing financial difficulty may include interest rate reductions, principal or interest forgiveness, forbearances, term extensions, and other actions intended to minimize economic loss and to avoid foreclosure or repossession of collateral.
Accounting Standard Pending Adoption
In March 2023, the FASB issued ASU 2023-02, “Investments – Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method.” ASU 2023-02 permits reporting entities to elect to account for their tax equity investments, regardless of the tax credit program from which the income tax credits are received, using the proportional amortization method if certain conditions are met. ASU 2023-02 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2023. ASU 2023-02 is not expected to have a material impact on the Company’s consolidated financial statements.
Note 2. Cash and Cash Equivalents
The following table provides a reconciliation of cash and cash equivalents reported within the consolidated statement of condition:
Total Cash and Cash Equivalents
8
Note 3. Investment Securities
The amortized cost, gross unrealized gains and losses, and fair value of the Company’s investment securities as of June 30, 2023, and December 31, 2022, were as follows:
AmortizedCost
GrossUnrealizedGains
GrossUnrealizedLosses
Fair Value
June 30, 2023
Available-for-Sale:
Debt Securities Issued by the U.S. Treasury and Government Agencies
235,178
472
(14,569
221,081
Debt Securities Issued by States and Political Subdivisions
107,621
142
(11,223
96,540
Debt Securities Issued by U.S. Government-Sponsored Enterprises
1,757
(120
1,637
Debt Securities Issued by Corporations
844,587
552
(56,385
788,754
Mortgage-Backed Securities:
Residential - Government Agencies
771,006
174
(95,976
675,204
Residential - U.S. Government-Sponsored Enterprises
869,381
(124,667
744,714
Commercial - Government Agencies or Sponsored Agencies
163,474
(24,681
138,793
Total Mortgage-Backed Securities
1,803,861
(245,324
1,558,711
2,993,004
1,340
(327,621
Held-to-Maturity:
131,678
(17,666
114,012
12,094
(2,174
9,920
1,761,490
11
(290,874
1,470,627
2,856,709
(387,659
2,469,057
440,727
(93,340
347,387
5,058,926
(771,873
4,287,071
(791,713
4,411,003
December 31, 2022
248,335
638
(15,067
233,906
107,689
158
(12,582
95,265
48,807
(179
48,628
850,585
809
(56,736
794,658
828,798
245
(96,215
732,828
919,980
(126,110
793,871
168,242
(22,575
145,667
1,917,020
246
(244,900
1,672,366
3,172,436
1,851
(329,464
131,619
(18,202
113,417
17,014
(2,534
14,480
1,848,239
35
(294,047
1,554,227
2,968,322
(397,055
2,571,275
448,945
(86,951
361,994
5,265,506
43
(778,053
4,487,496
(798,789
4,615,393
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 $11.4 million and $11.7 million as of June 30, 2023, and December 31, 2022, respectively. For held-to-maturity (“HTM”) debt securities, AIR totaled $10.1 million and $9.2 million as of June 30, 2023, and December 31, 2022, respectively. AIR is included in the Accrued Interest Receivable line item on the Company’s consolidated statements of condition.
The table below presents an analysis of the contractual maturities of the Company’s investment securities as of June 30, 2023. 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
9,012
8,980
Due After One Year Through Five Years
443,955
419,503
Due After Five Years Through Ten Years
651,597
595,753
Due After Ten Years
6,380
5,172
1,110,944
1,029,408
Debt Securities Issued by Government Agencies
78,199
78,604
83,436
73,401
Due After Five Year Through Ten Years
49,448
41,783
10,888
8,748
143,772
123,932
Investment securities with carrying values of $7.7 billion and $4.1 billion as of June 30, 2023, and December 31, 2022, 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 and six months ended June 30, 2023, and June 30, 2022:
Three Months EndedJune 30,
Six Months EndedJune 30,
Total Losses on Sales of Investment Securities
The losses on sales of investment securities during the three and six months ended June 30, 2023, and June 30, 2022, were due to fees paid to the counterparties of the Company’s prior Visa Class B share sale transactions, which are expensed as incurred. These losses were not the result of the Company selling its investment securities.
10
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
13,669
(54
145,838
(14,515
159,507
25,209
(126
62,113
(11,097
87,322
Debt Securities Issued by U.S. Government- Sponsored Enterprises
1,636
376,871
(2,133
368,538
(54,252
745,409
53,525
(1,939
617,092
(94,037
670,617
10,064
(468
734,650
(124,199
734
(33
138,059
(24,648
64,323
(2,440
1,489,801
(242,884
1,554,124
480,072
(4,753
2,067,926
(322,868
2,547,998
28,574
(1,118
127,841
(13,949
156,415
11,341
(1,240
49,985
(11,342
61,326
47,825
(108
803
(71
438,225
(7,995
284,350
(48,741
722,575
386,809
(30,492
340,824
(65,723
727,633
194,684
(22,294
598,986
(103,816
793,670
98,694
(13,247
46,973
(9,328
680,187
(66,033
986,783
(178,867
1,666,970
1,206,152
(76,494
1,449,762
(252,970
2,655,914
The Company does not believe that the AFS debt securities that were in an unrealized loss position as of June 30, 2023, which were comprised of 405 individual securities, represent a credit loss impairment. As of June 30, 2023, and December 31, 2022, 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 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 June 30, 2023.
Interest income from taxable and non-taxable investment securities for the three and six months ended June 30, 2023, and June 30, 2022, were as follows:
Taxable
46,593
36,809
94,350
72,599
Non-Taxable
83
12
167
23
Total Interest Income from Investment Securities
46,676
36,821
94,517
72,622
As of June 30, 2023, and December 31, 2022, 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
80,000
26,000
Federal Reserve Bank Stock
27,277
27,065
107,277
53,065
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 June 30, 2023, and December 31, 2022:
Commercial
Commercial and Industrial
1,502,676
1,389,066
Paycheck Protection Program
13,789
19,579
Commercial Mortgage
3,796,769
3,725,542
Construction
236,428
260,825
Lease Financing
62,779
69,491
Total Commercial
5,612,441
5,464,503
Consumer
Residential Mortgage
4,721,976
4,653,072
Home Equity
2,278,105
2,225,950
Automobile
878,767
870,396
Other 2
423,600
432,499
Total Consumer
8,302,448
8,181,917
Total Loans and Leases
Most 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 located in the State of Hawaii.
Net loss related to sales of residential mortgage loans, recorded as a component of mortgage banking income was $0.2 million for the three months ended June 30, 2023, and net gains related to sales of residential mortgage loans, recorded as a component of mortgage banking income was $0.2 million for the three months ended June 30, 2022, $0.3 million and $0.2 million for the six months ended June 30, 2023, and June 30, 2022, respectively.
The Company elected to exclude AIR from the amortized cost basis of loans disclosed throughout this footnote. As of June 30, 2023, and December 31, 2022, AIR for loans totaled $42.9 million and $40.1 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 and six months ended June 30, 2023, and June 30, 2022.
Three Months Ended June 30, 2023
Allowance for Credit Losses:
Balance at Beginning of Period
58,771
84,806
143,577
Loans and Leases Charged-Off
(203
(3,308
(3,511
Recoveries on Loans and Leases Previously Charged-Off
103
2,031
2,134
Net Loans and Leases Recovered (Charged-Off)
(100
(1,277
(1,377
5,270
(2,103
3,167
Balance at End of Period
63,941
81,426
145,367
Six Months Ended June 30, 2023
63,900
80,539
144,439
(464
(7,356
(7,820
153
3,622
3,775
(311
(3,734
(4,045
4,621
4,973
Three Months Ended June 30, 2022
62,093
89,935
152,028
(233
(3,113
(3,346
51
2,664
2,715
(182
(449
(631
(85
(2,800
(2,885
61,826
86,686
148,512
Six Months Ended June 30, 2022
64,950
92,871
157,821
(582
(6,672
(7,254
420
4,717
5,137
(162
(1,955
(2,117
(2,962
(4,230
(7,192
13
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 are typically monitored and risk-rated 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 may be current as to principal and interest, but may be considered Classified for a period of generally up to six months following a loan modification. Following a period of demonstrated performance in accordance with the modified contractual terms, the loan may be removed from Classified status.
14
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 June 30, 2023.
Term Loans by Origination Year
2023 2
2021
2020
2019
Prior
RevolvingLoans
RevolvingLoansConvertedto TermLoans
Total Loansand Leases
Pass
289,456
295,319
250,845
159,176
44,914
86,713
330,831
205
1,457,459
Special Mention
551
11,617
2,354
49
-
1,763
16,334
Classified
2,532
5,847
6,731
8,486
5,176
17
28,883
Total Commercial and Industrial
290,090
309,468
259,046
165,956
44,925
95,199
337,770
222
2,692
11,097
Total Paycheck Protection Program
675,565
997,296
725,699
460,847
250,447
491,306
42,928
3,644,088
30,482
61,921
6,249
19,399
118,051
3,220
4,313
6,351
13,593
234
6,919
34,630
Total Commercial Mortgage
709,267
1,063,530
738,299
474,440
250,681
517,624
19,496
125,499
71,654
2,859
16,184
296
440
Total Construction
4,938
14,413
15,495
9,838
7,523
9,756
61,963
130
107
522
816
Total Lease Financing
14,470
15,625
9,945
10,278
1,023,791
1,512,967
1,087,316
664,297
319,313
623,397
381,138
213,211
811,601
1,272,073
1,003,636
311,321
1,108,419
4,720,261
1,715
Total Residential Mortgage
1,110,134
2,235,915
39,738
2,275,698
1,168
1,239
2,407
Total Home Equity
2,237,083
40,977
158,785
351,850
180,380
82,119
64,406
40,650
878,190
94
93
114
199
77
577
Total Automobile
351,944
180,473
82,233
64,605
40,727
Other1
68,369
160,685
108,394
20,822
25,708
38,104
884
422,966
154
146
634
Total Other
160,838
108,548
20,835
25,854
38,272
440,365
1,324,383
1,561,094
1,106,704
401,780
1,189,178
2,237,967
1,464,156
2,837,350
2,648,410
1,771,001
721,093
1,812,575
2,619,105
41,199
For the six months ended June 30, 2023, $5.3 million of revolving loans were converted to term loans.
15
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, 2022.
2018
360,748
348,300
224,264
59,127
46,799
71,906
257,349
155
1,368,648
273
96
1,357
1,818
7,295
91
1,030
1,644
6,267
2,252
21
18,600
368,316
348,391
225,294
48,539
78,265
260,958
176
5,359
14,220
1,182,831
771,375
691,054
283,553
131,055
494,924
48,771
3,603,563
29,707
37,657
28,105
1,482
5,014
101,965
1,964
8,545
624
8,699
20,014
1,212,720
810,996
727,704
284,177
132,537
508,637
124,507
69,992
37,133
16,838
297
12,058
16,959
17,823
11,408
9,768
6,379
6,444
68,781
710
7,089
1,722,502
1,252,561
1,015,759
369,910
188,165
593,643
321,787
827,909
1,304,831
1,035,285
321,208
138,214
1,023,841
4,651,288
1,232
1,784
138,766
1,025,073
890
2,186,598
36,114
2,223,602
25
1,105
1,218
2,348
915
2,187,703
37,332
405,440
216,039
100,608
84,052
45,301
18,366
869,806
121
260
590
405,561
216,299
100,631
84,095
45,393
18,417
185,347
124,759
31,343
39,902
16,364
9,853
23,228
1,020
431,816
117
70
148
129
24
22
683
185,464
124,873
31,413
40,050
16,493
9,877
23,287
1,042
1,418,934
1,646,003
1,167,329
445,353
200,652
1,054,282
2,210,990
38,374
3,141,436
2,898,564
2,183,088
815,263
388,817
1,647,925
2,532,777
38,550
For the year ended December 31, 2022, $6.2 million of revolving loans were converted to term loans.
16
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 June 30, 2023, and December 31, 2022.
30 - 59DaysPast Due
60 - 89DaysPast Due
Past Due90 Daysor More
Non-Accrual
TotalPast Dueand Non-Accrual
Current
TotalLoans andLeases
Non-AccrualLoansand Leasesthat areCurrent 2
As of June 30, 2023
202
252
1,502,205
3,107
3,793,662
3,124
3,578
5,608,863
2,173
1,882
3,560
3,504
11,119
4,710,857
2,464
1,826
2,022
3,809
10,121
2,267,984
751
10,830
1,668
13,075
865,692
Other 1
2,169
748
633
3,550
420,050
17,636
6,124
6,792
7,313
37,865
8,264,583
1,635
17,838
6,376
10,437
41,443
13,873,446
4,759
As of December 31, 2022
37
298
1,388,768
3,309
3,722,233
3,346
3,607
5,460,896
3,016
721
2,429
4,239
10,405
4,642,667
1,729
1,639
960
1,673
4,022
8,294
2,217,656
664
13,293
1,988
589
15,870
854,526
2,318
1,302
4,303
428,196
20,266
4,971
5,374
8,261
38,872
8,143,045
2,393
20,518
4,980
11,607
42,479
13,603,941
5,739
Non-Accrual Loans and Leases
The following presents the non-accrual loans and leases as of June 30, 2023, and December 31, 2022.
Non-accrualloans with arelated ACL
Non-accrualloans withouta related ACL
Total Non-accrual loans
7,330
8,298
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.
Loan Modifications to Borrowers Experiencing Financial Difficulty
Modifications to borrowers experiencing financial difficulty may include interest rate reductions, principal or interest forgiveness, forbearances, term extensions, and other actions intended to minimize economic loss and to avoid foreclosure or repossession of collateral. The following illustrates the most common loan modifications by loan classes offered by the Company that are required to be disclosed pursuant to the requirements of ASU 2022-02:
Loan Classes
Modification Types
Commercial:
Term extension, interest rate reductions, payment delay, or combination thereof. These modifications extend the term of the loan, lower the payment amount, or otherwise delay payments during a defined period for the purpose of providing borrowers additional time to return to compliance with the original loan term.
Residential Mortgage/Home Equity:
Forbearance period greater than six months. These modifications require reduced or no payments during the forbearance period for the purpose of providing borrowers additional time to return to compliance with the original loan term.
Term extension and rate adjustment. These modifications extend the term of the loan and provides for an adjustment to the interest rate, which reduces the monthly payment requirement.
Automobile/Direct Installment:
Term extension greater than three months. These modifications extend the term of the loan, which reduces the monthly payment requirement.
The following table presents the amortized cost basis of loan modifications made to borrowers experiencing financial difficulty during three and six months ended June 30, 2023.
%
Payment
of
Delay
Interest
and
Class of
Term
Rate
Loans and
Extension
Reduction
Leases
0.01
952
0.03
1,043
0.02
0.00
2,654
0.30
215
0.05
2,869
2,960
3,912
6,695
6,786
0.45
7,738
0.14
134
139
4,411
0.50
384
0.09
5,068
0.06
5,159
12,806
1 Comprised of other revolving credit, installment and lease financing.
19
The following table presents the financial effect of loan modifications made to borrowers experiencing financial difficulty during the three and six months ended June 30, 2023.
Weighted-Average
Months of
Interest Rate
Term Extension
Deferral
2.50
1,159
58
64
The following table presents the loan modifications made to borrowers experiencing financial difficulty that defaulted during the three and six months ended June 30, 2023.
38
76
20
The following table presents the aging analysis of loan modifications made to borrowers experiencing financial difficulty as of June 30, 2023.
4,061
327
333
36
4,533
363
12,271
The following table presents by loan class and year of origination, the gross charge-offs recorded during the three and six months ended June 30, 2023.
185
203
558
238
173
217
1,293
358
512
446
82
318
288
2,004
1,070
684
189
491
516
3,308
534
3,511
188
464
55
872
745
335
364
640
2,956
1,333
1,011
713
722
4,339
2,205
1,756
537
1,077
1,423
7,356
1,514
7,820
Foreclosure Proceedings
Consumer mortgage loans collateralized by residential real estate property that are in the process of foreclosure totaled $5.4 million as of June 30, 2023.
Note 5. Mortgage Servicing Rights
The Company’s portfolio of residential mortgage loans serviced for third parties was $2.6 billion as of June 30, 2023, and $2.6 billion as of December 31, 2022. 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 $1.4 million and $1.5 million for the three months ended June 30, 2023, and June 30, 2022, respectively, and $2.8 million and $3.0 million for the six months ended June 30, 2023, and June 30, 2022, 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 and six months ended June 30, 2023, and June 30, 2022, the change in the carrying value of the Company’s mortgage servicing rights accounted for under the fair value measurement method was as follows:
707
781
717
800
Change in Fair Value Due to Payoffs
(12
(34
(22
(53
695
747
For the three months and six months ended June 30, 2023, and June 30, 2022, the change in the carrying value of the Company’s mortgage servicing rights accounted for under the amortization method was as follows:
21,395
23,187
21,902
21,451
Servicing Rights that Resulted From Asset Transfers
110
956
Amortization
(574
(599
(1,147
(1,443
Valuation Allowance Recovery (Provision)
1,829
20,931
22,793
Valuation Allowance:
(1,829
Fair Value of Mortgage Servicing Rights Accounted for Under the Amortization Method
Beginning of Period
26,456
26,088
27,323
End of Period
26,327
28,314
The key data and assumptions used in estimating the fair value of the Company’s mortgage servicing rights as of June 30, 2023, and December 31, 2022, were as follows:
Weighted-Average Constant Prepayment Rate 1
3.93
4.02
Weighted-Average Life (in years)
9.61
9.64
Weighted-Average Note Rate
3.62
3.60
Weighted-Average Discount Rate 2
9.71
9.93
A sensitivity analysis of the Company’s fair value of mortgage servicing rights to changes in certain key assumptions as of June 30, 2023, and December 31, 2022, is presented in the following table.
Constant Prepayment Rate
Decrease in fair value from 25 basis points (“bps”) adverse change
(335
(346
Decrease in fair value from 50 bps adverse change
(663
(686
Discount Rate
Decrease in fair value from 25 bps adverse change
(306
(316
(606
(626
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.
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 including the related unfunded commitments were $183.2 million and $174.5 million as of June 30, 2023, and December 31, 2022, respectively, and are included in other assets in the consolidated statements of condition.
Unfunded Commitments
As of June 30, 2023, the expected payments for unfunded affordable housing commitments were as follows:
Amount
22,653
2024
24,731
2025
24,115
2026
156
2027
133
Thereafter
12,721
Total Unfunded Commitments
84,509
The following table presents tax credits and other tax benefits recognized and amortization expense related to affordable housing for the three and six months ended June 30, 2023, and June 30, 2022.
Effective Yield Method
Tax Credits and Other Tax Benefits Recognized
1,457
1,528
2,915
3,066
Amortization Expense in Provision for Income Taxes
1,296
2,666
2,593
Proportional Amortization Method
5,438
3,794
10,876
7,579
4,713
3,265
9,426
6,529
There were no impairment losses related to LIHTC investments during the six months ended June 30, 2023, and June 30, 2022.
Note 7. Securities Sold Under Agreements to Repurchase
The following table presents the remaining contractual maturities of the Company’s repurchase agreements as of June 30, 2023, and December 31, 2022, disaggregated by the class of collateral pledged.
Remaining Contractual Maturity of Repurchase Agreements
Up to 90 days
91-365days
1-3 Years
After3 Years
Class of Collateral Pledged:
490
34,014
390,986
300,000
690,986
425,490
28,673
396,327
696,327
425,000
300,490
The following table presents the assets and liabilities subject to an enforceable master netting arrangement, or repurchase agreements as of June 30, 2023, and December 31, 2022. 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 inthe Statements of Condition
Gross AmountsRecognized inthe Statements of Condition
Gross AmountsOffset inthe Statementsof Condition
Net AmountsPresented inthe Statements of Condition
NettingAdjustmentsper MasterNettingArrangements
Fair Valueof CollateralPledged/Received 1
Net Amount
Assets:
Interest Rate Swap Agreements:
Institutional Counterparties
157,910
Liabilities:
4,230
Repurchase Agreements:
Private Institutions
725,000
Government Entities
Total Repurchase Agreements
42,339
3,554
26
Note 8. Accumulated Other Comprehensive Income (Loss)
The following table presents the components of other comprehensive income (loss) for the three and six months ended June 30, 2023, and June 30, 2022:
Before Tax
Tax Effect
Net of Tax
Net Unrealized Gains (Losses) on Investment Securities:
Net Unrealized Gains (Losses) Arising During the Period
(31,586
(8,371
(23,215
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
6,801
1,803
4,998
(24,785
(6,568
Defined Benefit Plans:
Amortization of Net Actuarial Losses (Gains)
46
131
Amortization of Prior Service Credit
(62
(15
(47
Defined Benefit Plans, Net
115
31
Other Comprehensive Income (Loss)
(24,670
(6,537
(166,878
(44,233
(122,645
(3
(1
(2
(166,881
(44,234
542
145
397
(61
(16
(45
481
(166,400
(44,105
1,332
980
13,714
3,635
10,079
15,046
259
(123
(32
(91
229
61
15,275
4,048
(412,026
(109,208
(302,818
63
47
(411,963
(109,192
1,084
796
961
256
(411,002
(108,936
27
The following table presents the changes in each component of accumulated other comprehensive income (loss), net of tax, for the three and six months ended June 30, 2023, and June 30, 2022:
InvestmentSecurities-Available-for-Sale
InvestmentSecurities-Held-to-Maturity
Defined BenefitPlans
AccumulatedOtherComprehensiveIncome (Loss)
(216,588
(163,716
(24,994
Other Comprehensive Income (Loss) Before Reclassifications
Amounts Reclassified from Accumulated Other Comprehensive Income (Loss)
5,082
(239,803
(158,718
(24,910
(213,113
(33,143
350
(335,758
101
(32,791
(240,783
(168,797
(25,078
10,247
(32,940
54
(33,496
752
28
The following table presents the amounts reclassified out of each component of accumulated other comprehensive income (loss) for the three and six months ended June 30, 2023, and June 30, 2022:
Details about Accumulated OtherComprehensive Income (Loss) Components
Amount Reclassified from AccumulatedOther Comprehensive Income (Loss)1
Affected Line Item in the StatementWhere Net Income Is Presented
Three Months Ended June 30,
Amortization of Unrealized Holding Gains (Losses) on Investment Securities Held-to-Maturity
(6,801
Provision for Income Tax
(4,998
Amortization of Defined Benefit Plan Items
Prior Service Credit 2
62
Net Actuarial Losses 2
(177
(542
(115
(481
Total Before Tax
(84
(352
Total Reclassifications for the Period
(5,082
(350
Six Months Ended June 30,
(13,714
(63
(10,079
123
(1,084
(229
(961
(168
(705
(10,247
(752
29
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 and six months ended June 30, 2023, and June 30, 2022:
(dollars in thousands, except shares and per share amounts)
Numerator:
Denominator:
Weighted Average Common Shares Outstanding - Basic
Dilutive Effect of Equity Based Awards
75,962
149,015
123,080
173,715
Weighted Average Common Shares Outstanding - Diluted
Earnings Per Common Share:
Basic
Diluted
Antidilutive Stock Options and Restricted Stock Outstanding
411,640
201,422
226,646
160,670
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 the Company used 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.
30
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 Commercial Leasing portfolio (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 51 branch locations and 320 ATMs throughout Hawaii and the Pacific Islands, e-Bankoh (online 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.
Other organizational units (Technology, Operations, Marketing, 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 and six months ended June 30, 2023, and June 30, 2022, were as follows:
ConsumerBanking
CommercialBanking
Treasuryand Other
ConsolidatedTotal
Net Interest Income (Loss)
99,814
53,673
(29,139
1,392
1,123
Net Interest Income (Loss) After Provision for Credit Losses
98,422
53,688
(30,262
31,944
7,939
3,372
(81,275
(19,302
(3,459
(104,036
Income (Loss) Before Provision for Income Taxes
49,091
42,325
(30,349
(12,645
(10,710
8,349
(15,006
Net Income (Loss)
36,446
31,615
(22,000
Total Assets as of June 30, 2023
8,739,294
5,714,929
10,493,713
Three Months Ended June 30, 2022 1
76,872
49,791
6,239
632
(3,131
76,240
49,792
9,370
31,868
8,363
1,927
(82,856
(17,014
(3,069
(102,939
25,252
41,141
8,228
(6,339
(10,252
(1,168
(17,759
18,913
30,889
7,060
Total Assets as of June 30, 2022 1
8,205,352
5,339,224
9,688,123
23,232,699
197,822
110,378
(47,897
455
193,761
110,394
(48,352
63,098
16,588
4,306
(166,348
(39,591
(10,016
(215,955
90,511
87,391
(54,062
(23,268
(21,503
13,834
(30,937
67,243
65,888
(40,228
Six Months Ended June 30, 2022 1
147,233
96,140
14,792
2,315
(198
(10,117
144,918
96,338
24,909
63,837
18,561
3,311
(164,666
(35,683
(6,464
(206,813
44,089
79,216
21,756
(11,053
(19,449
(2,863
(33,365
33,036
59,767
18,893
1 Certain prior period information has been reclassified to conform to current presentation.
Note 11. Derivative Financial Instruments
The Company uses derivative instruments to manage its exposure to market risks, including interest rate risk, and to assist customers with their risk management objectives. The Company designates certain derivatives as hedging instruments in a qualifying hedge accounting relationship, while other derivatives serve as economic hedges that do not qualify for hedge accounting.
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The notional amount and fair value of the Company’s derivative financial instruments as of June 30, 2023, and December 31, 2022, were as follows:
Notional Amount
Derivatives designated as hedging instruments
Interest Rate Swap Agreements
200,000
434
Derivatives not designated as hedging instruments
Interest Rate Lock Commitments
11,353
225
3,860
Forward Commitments
11,531
3,256
Receive Fixed/Pay Variable Swaps
1,911,911
(154,136
1,821,433
(160,914
Pay Fixed/Receive Variable Swaps
153,680
38,785
Foreign Exchange Contracts
349
52,065
1,745
Conversion Rate Swap Agreement 1
141,804
124,752
NA
The following table presents the Company’s derivative financial instruments, their fair values, and their location in the consolidated statements of condition as of June 30, 2023, and December 31, 2022:
Asset
Liability
Derivatives
33
162,060
162,516
45,831
167,960
1,812
162,753
162,517
47,717
168,037
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 and six months ended June 30, 2023, and June 30, 2022:
Location of
Net Gains (Losses)
Recognized in the
Statements of Income
Recognized on Interest Rate Swap Agreements
Recognized on Hedged Item
(435
274
478
(1,013
314
2,221
Other Noninterest Income
(18
802
232
1,643
506
1,165
635
2,163
1,731
The following amounts were recorded on the consolidated statement of financial condition related to the cumulative basis adjustment for fair value hedges as of June 30, 2023:
Derivative Financial Instruments
Designated as Hedging Instruments
Line Item in the Consolidated Statement of Condition
Carrying Amount of the Hedged Assets
Cumulative Amount of Fair Value Hedging Adjustment Included In the Carrying Amount of the Hedged Assets
Loans and Leases1
1 These amounts were included in the amortized cost basis of closed portfolios of loans used to designate hedging relationships in which the hedged item is the stated amount of assets in the closed portfolios anticipated to be outstanding for the designated hedge period. At June 30, 2023, the amortized cost basis of the closed portfolios used in these hedging relationships was $3.3 billion.
Derivatives Not Designated as Hedging InstrumentsInterest Rate Swap Agreements
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 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 asset positions with its financial institution counterparties totaling $153.7 million and $38.8 million as of June 30, 2023, and December 31, 2022, respectively.
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 June 30, 2023, and December 31, 2022, 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.
Derivatives Designated as Hedging InstrumentsFair Value Hedges
The Company is exposed to changes in the fair value of fixed-rate assets due to changes in benchmark interest rates. The Company entered into pay-fixed and receive-floating interest rate swaps to manage its exposure to changes in fair value of its fixed rate loans. These interest rate swaps are designated as fair value hedges using the portfolio layer method. The Company receives variable-rate interest payments in exchange for making fixed-rate payments over the lives of the contracts without exchanging the notional amounts. The fair value hedges are recorded as components of other assets and other liabilities in the Company’s consolidated statements of financial condition. The gain or loss on these derivatives, as well as the offsetting loss or gain on the hedged items attributable to the hedged risk are recognized in interest income in the Company’s consolidated statements of income.
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Note 12. Commitments and Contingencies
The Company’s credit commitments as of June 30, 2023, and December 31, 2022, were as follows:
Unfunded Commitments to Extend Credit
3,597,648
3,592,872
Standby Letters of Credit
100,495
129,512
Commercial Letters of Credit
20,687
24,030
Total Credit Commitments
3,718,830
3,746,414
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. Assets valued at $75.7 million secured certain specifically identified standby letters of credit as of June 30, 2023. As of June 30, 2023, the standby and commercial letters of credit had remaining terms ranging from 1 to 13 months.
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 any 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.
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.
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 interest rate swaps with financial institution counterparties (and the related customer interest rate swaps) is based on the Secured Overnight Financing Rate ("SOFR"). 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 June 30, 2023, and December 31, 2022, 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 of high credit quality 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.
The Table below presents the balances of assets and liabilities measured at fair value on a recurring basis as of June 30, 2023, and December 31, 2022.
Quoted Pricesin ActiveMarkets forIdentical Assetsor Liabilities
SignificantOtherObservableInputs
SignificantUnobservableInputs
(Level 1)
(Level 2)
(Level 3)
142,478
78,603
Commercial - Government Agencies
Total Investment Securities Available-for-Sale
2,524,245
53,202
Derivatives 1
162,719
Total Assets Measured at Fair Value on a Recurring Basis as of June 30, 2023
195,680
2,527,638
163,414
2,886,732
Total Liabilities Measured at Fair Value on a Recurring Basis as of June 30, 2023
141,944
91,962
2,702,879
47,755
1,822
45,895
Total Assets Measured at Fair Value on a Recurring Basis as of December 31, 2022
189,699
2,705,736
46,612
2,942,047
167,967
Total Liabilities Measured at Fair Value on a Recurring Basis as of December 31, 2022
1The fair value of each class of derivatives is shown in Note 11 Derivative Financial Instruments.
For the three and six months ended June 30, 2023, and June 30, 2022, the changes in Level 3 assets and liabilities measured at fair value on a recurring basis were as follows:
MortgageServicingRights 1
Net DerivativeAssets andLiabilities 2
Balance as of April 1, 2023
(52,838
Realized and Unrealized Net Gains (Losses):
Included in Net Income
272
Transfers to Loans Held for Sale
(223
Variation Margin Payments
52,991
Total Unrealized Net Gains (Losses) Included in Net Income Related to Assets Still Held as of June 30, 2023
Balance as of April 1, 2022
(50,429
Included in Net Income3
90
(32,667
(82,948
Total Unrealized Net Gains (Losses) Included in Net Income Related to Assets Still Held as of June 30, 2022
89
Balance as of January 1, 2023
(122,071
460
122,124
23,904
(996
172
(106,028
1Realized 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.
2Realized 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.
39
For Level 3 assets and liabilities measured at fair value on a recurring or nonrecurring basis as of June 30, 2023, and December 31, 2022, the significant unobservable inputs used in the fair value measurements were as follows:
Valuation Technique
Description
Range
WeightedAverage1
FairValue
Discounted Cash Flow
3.05
11.06
27,022
9.22
10.92
Net Derivative Assets and Liabilities:
Pricing Model
Closing Ratio
84.10
99.00
92.30
Credit Factor
4.03
(23
2.81
10.63
28,040
8.70
10.40
92.86
0.49
(122,129
1Unobservable 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 June 30, 2023, and December 31, 2022.
Fair ValueHierarchy
Net CarryingAmount
ValuationAllowance
Mortgage Servicing Rights - amortization method
Level 3
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.
40
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 June 30, 2023, and December 31, 2022.
AggregateFair Value
AggregateUnpaidPrincipal
AggregateFair ValueLess AggregateUnpaid Principal
3,348
1,016
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 and six months ended June 30, 2023, and year ended December 31, 2022, 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 June 30, 2023, and December 31, 2022. 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
Quoted Prices in Active Markets forIdentical Assetsor Liabilities
Financial Instruments - Assets
Investment Securities Held-to-Maturity
4,296,991
Loans
13,652,102
12,640,810
Financial Instruments - Liabilities
Time Deposits
2,628,658
716,935
Other Debt 1
1,750,000
1,731,736
Financial Instruments – Assets
4,501,976
13,371,226
12,386,615
Financial Instruments – Liabilities
1,679,777
718,614
400,000
402,877
1Excludes finance lease obligations.
41
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following MD&A is intended to help the reader understand the Company and its operations and is focused on our fiscal 2023 financial results, including comparisons of year-to-year performance, trends, and updates from the Company’s most recent 10-K filing. Discussion and analysis of our 2022 fiscal year, as well as the year-to-year comparison between fiscal 2022 and 2021, are included "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on March 1, 2023.
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 provide 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 lingering effects of the COVID-19 pandemic, including reduced tourism in Hawaii, volatility in the international and national economy and credit markets, inflation, worker absenteeism, quarantines or other travel or health-related restrictions, 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) disruptions, instability and failures in the banking industry; 5) inflationary pressures including Federal Reserve interest rate hikes; 6) the effect of potential recessionary conditions; 7) changes in our credit quality or risk profile that may increase or decrease the required level of our reserve for credit losses; 8) 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; 9) changes to the amount and timing of proposed common stock repurchases; 10) unanticipated changes in the securities markets, public debt markets, and other capital markets in the U.S. and internationally, including, without limitation, the elimination of the London Interbank Offered Rate (“LIBOR”) as a benchmark interest rate; 11) changes in fiscal and monetary policies of the markets in which we operate; 12) 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; 13) changes in accounting standards; 14) changes in tax laws or regulations, including Public Law 115-97, commonly known as the Tax Cuts and Jobs Act, or the interpretation of such laws and regulations; 15) any failure in or breach of our operational systems, information systems or infrastructure, or those of our merchants, third party vendors and other service providers; 16) 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; 17) 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; 18) competitive pressures in the markets for financial services and products; 19) actual or alleged conduct which could harm our reputation; and 20) 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. 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.
Investor Announcements
Investors and others should note that the Company intends to announce financial and other information to the Company’s investors using the Company’s investor relations website at https://ir.boh.com, social media channels, press releases, SEC filings and public conference calls and webcasts, all for purposes of complying with the Company’s disclosure obligations under Regulation FD. Accordingly, investors should monitor these channels, as information is updated and new information is posted.
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 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, 2022. 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, 2022. There have been no significant changes in the Company’s application of critical accounting policies since December 31, 2022.
Overview
We are a regional financial services company serving businesses, consumers, and governments in Hawaii, Guam, and other Pacific Islands. Our principal operating subsidiary, the Bank, was founded in 1897.
Our business strategy is to use our unique market knowledge, prudent management discipline and brand strength to deliver exceptional value to our stakeholders. Our business plan is balanced between growth and risk management while maintaining flexibility to adjust to economic changes. We will continue to focus on providing customers with best-in-class service and an innovative mix of products and services. We will also remain focused on continuing to deliver strong financial results while maintaining prudent risk and capital management strategies as well as our commitment to support our local communities.
Hawaii Economy
Hawaii’s visitor industry continues to perform well despite the delayed recovery in international visitors from Japan, with activity only slightly below pre-pandemic levels. The economy is also benefitting from a strong construction industry due to a high level of public sector projects which is expected to continue, and will help to support the impact of continuing high interest rates and a slowing U.S. economy. Hawaii’s unemployment rate was 3.0% in June 2023, which was below the U.S. unemployment rate of 3.6%.
For the first six months of 2023, the median price of single-family home sales and condominium sales on Oahu changed by -5.5% and -2.9%, respectively, compared to the same period in 2022. The volume of single-family home sales and condominiums sales on Oahu decreased 34.6% and 35.8%, respectively, for the first six months of 2023 compared with the same period in 2022. Despite these declines in the median price of single-family home sales and sales volume, as of June 30, 2023, inventory of single-family homes and condominiums on Oahu continues to remain low at 2.6 months and 2.8 months, respectively.
Earnings Summary
Net income for the second quarter of 2023 was $46.1 million, a decrease of $10.8 million or 19% compared to the same period in 2022. Diluted earnings per common share was $1.12 for the second quarter of 2023, a decrease of $0.26 or 19% compared to the same period in 2022.
We maintained a strong balance sheet during the second quarter of 2023, with what we believe are appropriate reserves for credit losses and high levels of liquidity and capital.
44
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
June 30, 2022
Average
Income/
Yield/
(dollars in millions)
Balance
Expense
Earning Assets
5.1
1.48
3.5
0.59
3.4
2.68
0.52
500.1
6.4
5.06
273.5
0.7
1.04
398.6
9.8
4.87
256.1
0.8
0.66
2,741.1
23.2
3.39
4,123.1
18.0
1.74
2,780.4
47.0
3.40
4,260.6
35.1
1.65
9.6
0.1
4.40
2.9
1.99
0.2
4.39
3.0
1.96
5,231.3
1.78
4,377.0
18.7
1.71
5,283.6
4,471.7
37.2
1.67
35.2
2.10
35.7
0.4
35.8
Total Investment Securities
8,017.2
46.7
2.33
8,538.7
36.9
1.73
8,108.8
94.6
2.34
8,771.1
72.7
1.66
2.7
0.0
5.50
6.3
4.06
2.1
5.42
10.0
3.19
Loans and Leases 1
1,456.1
17.5
4.82
1,330.0
9.9
2.99
1,433.8
33.8
4.75
1,331.5
18.9
2.86
14.5
1.30
38.7
0.5
5.26
15.7
1.86
63.7
2.3
7.39
3,814.9
49.3
5.19
3,357.2
26.2
3.13
3,776.2
94.5
5.04
3,258.5
48.0
2.97
246.8
5.70
222.6
2.4
263.5
7.4
5.68
225.1
4.5
Commercial Lease Financing
65.4
0.3
94.2
1.44
66.1
0.76
96.5
4,704.0
41.2
3.50
4,445.7
36.4
3.26
4,685.2
81.0
3.46
4,394.8
71.2
3.24
2,272.3
19.0
3.35
2,032.9
14.4
2.85
2,255.9
3.33
1,966.3
27.7
2.84
879.3
7.7
3.53
759.1
6.1
3.20
875.6
15.0
3.45
748.3
11.9
3.22
423.5
6.04
420.4
5.6
5.38
425.6
12.5
5.94
412.1
11.1
13,876.8
144.9
4.19
12,700.8
101.8
3.21
13,797.6
281.8
4.11
12,496.8
196.3
3.16
94.8
2.2
8.94
38.1
3.70
81.00
6.70
37.4
0.6
Total Earning Assets 3
22,496.7
200.2
3.56
21,560.9
139.8
2.60
22,391.5
389.0
3.49
21,574.9
270.6
2.52
316.6
238.4
317.8
235.8
1,301.1
1,091.9
1,281.3
1,058.8
24,114.4
22,891.2
23,990.6
22,869.5
Interest-Bearing Liabilities
Interest-Bearing Deposits
Demand
4,037.4
7.5
0.75
4,442.2
4,126.2
12.7
0.62
4,548.2
1.2
7,667.6
26.6
1.39
7,692.8
1.9
0.10
7,837.3
47.2
1.21
7,617.1
0.08
2,296.1
19.7
3.44
950.4
0.9
0.40
2,044.4
31.7
3.12
960.9
1.8
0.37
Total Interest-Bearing Deposits
14,001.1
53.8
1.54
13,085.4
0.11
14,007.9
91.6
1.32
13,126.2
5.9
14.6
5.00
25.3
0.89
4.72
16.2
0.72
195.2
2.5
5.09
34.5
1.06
229.9
5.7
4.94
17.3
725.5
5.4
2.96
447.7
2.8
2.47
10.8
449.1
1,255.8
13.5
4.31
10.4
7.05
879.8
Total Interest-Bearing Liabilities
16,192.2
75.4
1.87
13,603.3
6.7
0.20
15,880.5
127.7
1.62
13,619.2
12.0
0.18
124.8
133.1
261.3
258.6
Interest Rate Spread
1.69
2.40
Net Interest Margin
2.22
2.41
Noninterest-Bearing Demand Deposits
6,017.5
7,484.0
6,215.7
7,371.9
541.6
413.3
546.3
399.2
1,363.1
1,390.7
1,348.1
1,479.2
22,891.3
Analysis of Change in Net Interest Income - Taxable-Equivalent Basis
Table 2
Compared to June 30, 2022
Volume 1
Rate 1
Change in Interest Income:
8.2
9.0
(15.4
27.3
7.1
(8.2
30.1
21.9
(0.2
(0.1
1.6
13.3
14.9
(1.1
(2.2
8.6
37.9
46.5
2.0
(0.3
(0.4
4.8
5.0
4.4
9.5
3.1
1.1
1.4
21.4
64.1
85.5
1.0
Total Change in Interest Income
14.8
103.6
118.4
Change in Interest Expense:
11.6
11.5
44.2
44.3
3.9
26.0
29.9
81.8
85.7
4.3
1.3
5.2
18.6
18.4
Total Change in Interest Expense
30.9
84.8
115.7
Change in Net Interest Income
(16.1
18.8
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.
Yields on our earning assets increased by 96 basis points in the second quarter of 2023 and increased by 97 basis points in the first six months of 2023 compared to the same periods in 2022. This is primarily due to the higher rate environment in 2023 compared to the prior year.
Yields on our investment securities portfolio increased by 60 basis points in the second quarter of 2023 and by 68 basis points in the first six months of 2023 compared to the same periods in 2022 due to the higher rate environment and slower prepayments. Yields on funds sold increased by 402 basis points in the second quarter of 2023 and by 421 basis points in the first six months of 2023 compared to the same periods in 2022. Yields on our loan and lease portfolio increased by 98 basis points in the second quarter of 2023 and by 95 basis points in the first six months of 2023 compared to the same periods in 2022 due to an increase in yields on our floating rate loan portfolio and higher rates on loans that originated during the period.
Interest rates paid on our interest-bearing liabilities increased by 167 basis points in the second quarter of 2023 and by 144 basis points in the first six months of 2023 compared to the same periods in 2022. The interest rates on savings deposits increased by 129 basis points in the second quarter of 2023 and by 113 basis points in the first six months of 2023 compared to the same periods in 2022. Interest rates paid on time deposits increased by 304 basis points in the second quarter of 2023 and by 275 basis points in the first six months of 2023 compared to the same periods in 2022. The rates paid on securities sold under agreements to repurchase increased by 49 basis points in the second quarter of 2023 compared to the same period in 2022. Increases to our funding costs are primarily due to the higher interest rate environment and increased Federal Home Loan Bank advances.
The average balance of our earning assets increased by $0.9 billion or 4% in the second quarter of 2023 and by $0.8 billion or 4% in the first six months of 2023 compared to the same periods in 2022 primarily due to an increase in the average balances of our loan portfolio. The average balance of our funds sold increased by $226.6 million or 83% in the second quarter of 2023 and by $142.5 million or 56% in the first six months of 2023 compared to the same periods in 2022. The average balance of our investment securities decreased by $0.5 billion or 6% in the second quarter of 2023 and by $0.7 billion or 8% in the first six months of 2023 compared to the same periods in 2022. The average balance of our loan and lease portfolio increased by $1.2 billion or 9% in the second quarter of 2023 and by 10% in the first six months of 2023 compared to the same periods in 2022. The average balance of our commercial mortgage portfolio increased by $457.7 million or 14% in the second quarter of 2023 and by $517.7 million or 16% in the first six months of 2023 compared to the same periods in 2022 as a result of continued demand from new and existing customers. The average balance of our residential mortgage portfolio increased by $258.3 million or 6% in the second quarter of 2023 and by $290.4 million or 7% in the first six months of 2023 compared to the same period in 2022 primarily due to loan originations partially offset by lower payoff activity. The average balance of our home equity portfolio increased by $239.4 million or 12% in the second quarter of 2023 and by $289.6 million or 15% in the first six months of 2023 compared to the same period in 2022 mainly due to growth driven by ongoing promotions of our SmartRefi program.
The average balances of our interest-bearing liabilities for the three and six months ended June 30, 2023, increased by $2.6 billion or 19% and by $2.3 billion or 17%, respectively, compared to the same periods in 2022 primarily due to increased time deposits, borrowings and securities sold under repurchase agreements. The average balances of our core interest-bearing deposit products for the three months ended June 30, 2023, decreased by $430.0 million or 4% and decreased by $201.8 million or 2% for the six months ended June 30, 2023, compared to the same periods in 2022. The average balances of our interest-bearing deposits for the three and six months ended June 30, 2023, increased by $915.7 million or 7% and by $881.7 million or 7%, respectively, compared to the same periods in 2022. The average balance of our interest-bearing demand deposits for the three and six months ended June 30, 2023, decreased by $404.8 million or 9% and by $422.0 million or 9%, respectively, compared to the same periods in 2022. The average balance of our savings deposits decreased by $25.2 million for the three months ended June 30, 2023, and increased by $220.2 million or 2.9% was relatively unchanged compared to the same 2022 period, and the average balance for the six months ended June 30, 2023, increased by $220.2 million or 3% for the six months ended June 30, 2023, compared to the same period in 2022. The average balance of our time deposits for the three and six months ended June 30, 2023, increased by $1.3 billion or 142% and by $1.1 billion or 113%, respectively, compared to the same periods in 2022.
The average balances of our securities sold under agreements to repurchase for the three and six months ended June 30, 2023, increased by $277.8 million or 62% and by $276.4 million or 62% compared to the same periods in 2022. The increase was due to $300.0 million in repurchase agreements that originated in late 2022. The average balances of our other debt, which was comprised primarily of Federal Home Loan Bank (“FHLB”) advances, increased by $1.2 billion in the second quarter of 2023 and by $869.4 million for the six months ended June 30, 2023, compared to the same periods in 2022, primarily due to FHLB advances totaling $1.25 billion that originated during the current quarter, $100.0 million that originated during the first quarter of 2023, and $400.0 million that originated in the fourth quarter of 2022.
Table 3 presents the components of noninterest income.
Table 3
Change
(242
(828
(1,807
278
743
(43
813
Investment Securities Gains (Losses), Net
(262
648
218
711
Other Income
804
(1,735
1,097
(1,717
Trust and asset management income is comprised of fees earned from the management and administration of trusts and other customer assets. The management fees are largely based upon the market value of the assets and the fee rate charged to customers. Total trust assets under administration were $10.7 billion and $10.2 billion as of June 30, 2023, and June 30, 2022, respectively. Trust and asset management income decreased by $0.8 million or 4% for the first six months of 2023 compared to the same period in 2022 primarily due to a decrease in management and trust fees.
Mortgage banking income is highly influenced by mortgage interest rates, the housing market, and the amount of our loan sales. Mortgage banking income decreased by $1.8 million or 45% for the first six months of 2023 compared to the same period in 2022. This decrease was primarily due to a net valuation allowance recovery to our servicing rights during the first quarter of 2022.
Service charges on deposit accounts increased by $0.7 million or 5% for the first six months of 2023 compared to the same period in 2022. This increase was primarily due to an increase in overdraft fees compared to the same period in 2022.
Fees, exchange, and other service charges are primarily comprised of debit and credit card income, fees from ATMs, merchant service activity, and other loan fees and service charges. Fees, exchange, and other service charges increased by $0.8 million or 3% for the first six months of 2023 compared to the same period in 2022 primarily due to an increase in merchant income as a result of higher transaction volume.
Annuity and insurance income increased by $0.6 million or 39% for the first six months of 2023 compared to the same period in 2022 primarily due to increased fixed annuity and insurance income.
Bank-owned life insurance increased by $0.7 million or 14% for the first six months of 2023 compared to the same period in 2022 primarily due to an increase in death benefits received.
Other noninterest income increased by $0.8 million or 14% in the second quarter and decreased by $1.7 million or 13% for the first six months of 2023 compared to the same periods in 2022. The quarter-to-quarter increase was primarily due to a gain on sale of a low income housing investment, partially offset by a decrease in customer derivative fees. The year-over-year change was primarily due to a decrease in customer derivative fees, partially offset by an increase in income on foreign exchange contracts.
48
Table 4 presents the components of noninterest expense.
Table 4
Salaries
37,962
36,721
1,241
76,579
71,653
4,926
Incentive Compensation
2,984
6,073
(3,089
6,981
12,184
(5,203
4,096
3,962
7,255
7,761
(506
Commission Expense
775
(457
1,422
2,873
(1,451
Retirement and Other Benefits
3,489
4,036
(547
9,377
8,729
Payroll Taxes
3,310
3,034
276
9,158
7,978
1,180
Medical, Dental, and Life Insurance
3,568
2,591
977
7,432
5,825
1,607
Separation Expense
(9
120
(129
3,059
690
2,369
Total Salaries and Benefits
(1,594
3,570
(8
1,109
1,734
1,583
3,315
Other Expense:
Advertising
1,992
2,430
(438
4,037
5,053
(1,016
Delivery and Postage Services
1,646
1,788
(142
3,327
3,294
Broker's Charges
1,009
1,251
1,858
2,714
(856
Merchant Transaction and Card Processing Fees
1,579
1,484
95
3,232
2,937
295
Mileage Program Travel
1,094
1,156
2,187
2,352
(165
7,554
7,849
(295
15,117
15,259
Total Other Expense
(1,851
9,142
Total salaries and benefits expense decreased by $1.6 million or 3% for the second quarter of 2023 and increased by $3.6 million or 3% for the first six months of 2023 compared to the same periods in 2022. The quarter-to-quarter decrease was primarily due to a decrease in incentive compensation, commission, and retirement and other benefits, partially offset by an increase in base salaries coupled with an increase in medical, dental, and life insurance expenses. The year-over-year change was primarily due to an increase in base salaries coupled with an increase in medical, dental, and life insurance and separation expenses, partially offset by a decrease in incentive compensation, commission, and retirement and other benefits.
Net equipment expense increased by $1.0 million or 11% for the second quarter of 2023 and by $2.3 million or 12% for the first six months compared to the same period in 2022. These increases were due to higher software license fees coupled with an increase in maintenance and depreciation expenses.
Professional fees increased by $1.1 million or 31% in the second quarter of 2023 and by $1.7 million or 26% for the first six months of 2023 compared to the same period in 2022 primarily due to an increase in legal fees coupled with an increase in outsourcing various administrative and support functions.
FDIC insurance expense increased by $1.6 million or 100% in the second quarter of 2023 and by $3.3 million or 107% for the first six months of 2023 compared to the same periods in 2022 primarily due to an increase in the initial base deposit insurance assessment rate. In May 2023, the FDIC issued a notice of proposed rulemaking (NPR). The NPR proposed an annual special assessment rate of approximately 12.5 basis points to an assessment base that would equal an Insured Depository Institution’s estimated uninsured deposits reported as of December 31, 2022, to be paid in eight quarterly installments beginning in the first quarter of 2024. If the rule is adopted as proposed, the total amount of the special assessment would be accrued and recognized as a loss in the period the rule is adopted.
Total other expense decreased by $1.1 million or 7% for the second quarter of 2023 and by $1.9 million or 6% for the first six months of 2023 compared to the same periods in 2022. These decreases were primarily due to lower broker charges, advertising, and telephone service expenses.
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
24.57
23.80
24.98
23.00
The provision for income taxes was $15.0 million in the second quarter of 2023, a decrease of $2.8 million compared to the same period in 2022. The effective tax rate for the second quarter of 2023 was 24.57% , an increase from 23.80% for the same period in 2022. The higher effective tax rate in the second quarter of 2023 compared to the same period in 2022 was primarily due to a loss of tax benefits from exiting the leverage lease business and an increase in valuation allowance.
The provision for income taxes was $30.9 million in the first six months of 2023, a decrease of $2.4 million compared to the same period in 2022. The effective tax rate for the first six months of 2023 was 24.98%, an increase from 23.00% for the same period in 2022. The higher effective tax rate for the first six months of 2023 compared to the same period in 2022 was primarily due to a loss of tax benefits from exiting the leverage lease business, an increase in valuation allowance and tax deficiency on share-based compensation.
Analysis of Statements of Condition
The carrying value of our investment securities portfolio was $7.9 billion and $8.3 billion as of June 30, 2023, and December 31, 2022, 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 to. 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 June 30, 2023, these mortgage-backed securities were all AAA-rated, with a low probability of a change in their credit ratings in the near future.
50
Gross unrealized gains in our investment securities portfolio were $1.4 million as of June 30, 2023, and $1.9 million as of December 31, 2022. Gross unrealized losses in our investment securities portfolio were $1.1 billion as of June 30, 2023, and December 31, 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
113,610
(5,790
71,227
(24,397
(6,712
147,938
68,904
52,155
8,371
(8,899
120,531
268,469
Total loans and leases as of June 30, 2023, increased by $268.5 million or 2%, from December 31, 2022, primarily due to growth from commercial and industrial loans, commercial mortgage loans, residential mortgage loans, and home equity lines of credit.
Commercial loans and leases as of June 30, 2023, increased by $147.9 million or 3% from December 31, 2022. Commercial and industrial loans increased by $113.6 million or 8% from December 31, 2022, primarily due to higher corporate demand for funding from new and existing customers. PPP loans decreased by $5.8 million, or 30% from December 31, 2022, primarily due to paydowns. Commercial mortgage loans increased by $71.2 million or 2% from December 31, 2022, primarily due to demand from new and existing customers. Construction loans decreased by $24.4 million or 9% from December 31, 2022, primarily due to paydowns. Lease financing decreased by $6.7 million, or 10% from December 31, 2022, primarily due to paydowns.
Consumer loans and leases as of June 30, 2023, increased by $120.5 million or 1% from December 31, 2022. Residential mortgage loans increased by $68.9 million or 1% from December 31, 2022. While overall production has decreased due to the higher rate environment, payoffs remain low due to existing customers having lower interest rates. Home equity portfolio increased by $52.2 million or 2% from December 31, 2022, as a result of reduced payoff levels despite lower production levels. Automobile loans and other consumer loans remained relatively unchanged from December 31, 2022.
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
OtherPacificIslands
1,271,098
145,453
70,005
16,120
10,957
2,006
401
425
3,306,416
286,544
203,367
442
62,082
697
4,886,981
434,003
274,470
16,987
4,640,840
3,500
77,142
494
2,229,576
48,485
679,719
154,122
44,926
360,701
52,431
10,468
7,910,836
3,544
332,180
55,888
12,797,817
437,547
606,650
72,875
1,182,706
127,302
66,686
12,372
15,980
2,601
485
513
3,226,112
288,566
210,864
66,321
3,170
4,751,944
418,469
281,205
12,885
4,576,143
76,376
553
2,176,848
49,056
663,608
160,694
46,094
366,744
54,107
11,648
7,783,343
340,233
58,295
12,535,287
418,515
621,438
71,180
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 participation in shared national credits for customers whose operations and assets extend beyond Hawaii.
52
Table 8 presents the major components of other assets.
Table 8
Federal Home Loan Bank of Des Moines and Federal Reserve Bank Stock
54,212
115,036
Low-Income Housing and Other Equity Investments
183,238
175,283
7,955
Deferred Compensation Plan Assets
5,447
Prepaid Expenses
22,483
18,651
3,832
Accounts Receivable
15,250
12,168
3,082
Deferred Tax Assets
178,841
177,713
1,128
43,773
41,636
2,137
Total Other Assets
192,829
Total other assets increased by $192.8 million or 34% from December 31, 2022. This increase was due to a $115.0 million increase in derivative financial instruments, which was driven by the conversion of our interest rate swap portfolio from LIBOR to CME Term SOFR. CME Term SOFR swaps are not clearable via a central clearinghouse and do not require the exchange of daily payments. Previously, the exchange of these payments through a central clearinghouse would reduce the fair value of the associated derivative to approximately zero on a daily basis. The cessation of these daily payments resulted in these derivative being marked to fair value, which increased during the year due to prevailing interest rates. Federal Home Loan Bank of Des Moines stock increased by $54.2 million due to increase of stock activity. In addition, low-income housing and other equity investments increased by $8.0 million due to additional funding of existing projects.
Table 9 presents the composition of our deposits by major customer categories.
Table 9
10,018,931
10,304,335
(285,404
8,019,971
8,569,670
(549,699
Public and Other
2,469,713
1,741,691
728,022
Total deposits were $20.5 billion as of June 30, 2023, a decrease of $107.1 million or 1% from December 31, 2022. Consumer deposits decreased by $285.4 million primarily due to a $740.7 million decrease in core deposits, partially offset by $455.3 million increase in time deposits. Commercial deposits decreased by $549.7 million due to a decrease of $627.4 million in core deposits, partially offset by an increase of $77.7 million in time deposits. Public and other deposits increased by $728.0 million primarily from increases of $302.1 million in core deposits and $425.9 million in time deposits.
Table 10 presents the composition of our savings deposits.
Savings Deposits
Table 10
Money Market
3,091,684
3,101,594
(9,910
Regular Savings
4,664,742
4,860,816
(196,074
Total Savings Deposits
(205,984
53
The decrease in Money Market was primarily due to a decrease in consumer deposits of $44.6 million offset by $34.7 million increase in commercial deposits. The decrease in Regular Savings was due to a decrease in consumer deposits of $318.5 million partially offset by increase of $98.4 million and $24.1 million in public deposits and commercial deposits respectively.
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
601,112
After three through six months
154,718
After six through twelve months
593,003
After twelve months
487,470
1,836,303
Estimated uninsured deposits totaled $10.5 billion and $10.7 billion at June 30, 2023, and December 31, 2022, respectively. As of June 30, 2023, approximately $2.4 billion of uninsured deposits were collateralized by government-backed securities.
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 $725.5 million as of June 30, 2023, and December 31, 2022. As of June 30, 2023, the weighted-average maturity was 1.36 years for our repurchase agreements with government entities and 3.20 years for our repurchase agreements with private institutions. As of June 30, 2023, the weighted-average interest rate for outstanding agreements with government entities and private institutions was 1.55% and 2.97%, 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
Federal Home Loan Bank Advances
Finance Lease Obligations
10,243
10,294
1,349,949
The FHLB advances increased by $1.4 billion from December 31, 2022, due to borrowing additional funds from the FHLB, which provided a form of fixed-rate funding that mitigates the risk of higher, longer term interest rates. As of June 30, 2023, FHLB advances totaled $1.75 billion with a weighted-average interest rate of 4.26% and weighted average maturity of 2.96 years.
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
2022 1
68,061
49,802
133,131
92,803
Consolidated Total
Net income increased by $17.5 million or 93% in the second quarter of 2023 compared to the same period in 2022 primarily due to an increase in net interest income and a decrease in noninterest expense. This was partially offset by an increase in the provision for credit losses. The increase in net interest income was primarily due to higher deposit spreads and higher loan balances, partially offset by lower loan spreads and lower deposit balances. The decrease in noninterest expense was primarily due to lower allocated expense related to support units. The increase in the provision for credit losses was primarily due to lower recoveries in the residential mortgage portfolio and higher net charge-offs in the installment loan portfolio, partially offset by higher recoveries in the home equity portfolio.
Net income increased by $34.2 million or 104% in the first six months of 2023 compared to the same period in 2022 primarily due to an increase in net interest income. This was partially offset by an increase in the provision for credit losses, an increase in noninterest expense, and a decrease in noninterest income. The increase in net interest income was primarily due to higher deposit spreads and higher loan balances, partially offset by lower loan spreads and lower deposit balances. The increase in the provision for credit losses was primarily due to lower recoveries in the residential mortgage portfolio and higher net charge-offs in the installment loan and automobile loan portfolios. The increase in noninterest expense was primarily due to higher salaries and benefits expense. The decrease in noninterest income was primarily due to a decrease in mortgage banking income, related to a net valuation recovery to our servicing rights during the first quarter of 2022.
Net income increased by $1.2 million in the second quarter of 2023 compared to the same period in 2022 primarily due to an increase in interest income, partially offset by a decrease to noninterest income and an increase in noninterest expense and an increased tax provision. The increase in interest income is primarily due to higher spreads on noninterest bearing and time deposits, and larger average balances on time deposits and commercial mortgage loans. The increase in interest income was partially offset by a decrease in interest bearing and savings deposit spreads. The decrease in noninterest income is primarily due to decreases in loan fees, customer derivative program revenue, and account analysis fees. The decrease was partially offset by an increase in fees earned on money market sweep balances. The increase in noninterest expense was driven by higher allocated expenses from support units and increased salaries and benefits.
Net income decreased by $6.1 million in the first six months of 2023 compared to the same period in 2022 primarily due to an increase in interest income, partially offset by a decrease to noninterest income, an increase in noninterest expense, and an increased tax provision. The increase in interest income is primarily due to higher spreads on noninterest bearing and time deposits, and larger average balances on savings and time deposits and commercial mortgage loans. The increase in interest income was partially offset by a decrease in commercial and industrial spreads as well as interest bearing deposit balances and spreads. The decrease in noninterest income is primarily due to decreases in customer derivative program revenue, loan fees, and account analysis fees. The decrease was partially offset by an increase in merchant income and fees earned on money market sweep balances. The increase in noninterest expense was driven by higher allocated expenses from support units, increased salaries and benefits, and higher merchant transaction fees.
Net income decreased by $29.1 million in the second quarter of 2023 compared to the same period in 2022 primarily due to lower net interest income and higher provision for credit losses. This was partially offset by a lower provision for income taxes. The decrease in net interest income was primarily due to higher funding costs, partially offset by an increase in interest income from higher asset yields. 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. The provision for income taxes in this business segment represents the residual amount to arrive at the total tax expense for the Company.
Net income decreased by $59.1 million in the first six months of 2023 compared to the same period in 2022 primarily due to lower net interest income and higher provision for credit losses. This was partially offset by a lower provision for income taxes. The decrease in net interest income was primarily due to higher funding costs, partially offset by an increase in interest income from higher asset yields. 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. The provision for income taxes in this business segment represents the residual amount to arrive at the total tax expense for the Company.
56
Corporate Risk Profile
Credit Risk
As of June 30, 2023, our overall credit risk profile remains strong and reflects the continued recovery of Hawaii’s economy.
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
(20
(202
(222
(735
(213
(948
Total Non-Accrual Loans and Leases
(1,170
Total Non-Performing Assets
11,477
12,647
Accruing Loans and Leases Past Due 90 Days or More
1,131
(50
1,418
Total Accruing Loans and Leases Past Due 90 Days or More
Ratio of Non-Accrual Loans and Leases to Total Loans and Leases
(0.01
)%
Ratio of Non-Performing Assets to Total Loans and Leases and Foreclosed Real Estate
Ratio of Non-Performing Assets to Total Assets
0.04
Ratio of Commercial Non-Performing Assets to Total Commercial Loans and Leases and Commercial Foreclosed Real Estate
Ratio of Consumer Non-Performing Assets to Total Consumer Loans and Leases and Consumer Foreclosed Real Estate
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
0.13
Changes in Non-Performing Assets
Additions
Reductions
Payments
(1,004
Return to Accrual Status
(1,824
Sales of Foreclosed Real Estate
Charge-offs/Write-downs
(10
Total Reductions
(2,838
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 foreclosed real estate, or are no longer classified as non-accrual because they have returned to accrual status.
Residential mortgage non-accrual loans were $3.5 million as of June 30, 2023, a decrease of $735 thousand from December 31, 2022. As of June 30, 2023, our residential mortgage non-accrual loans were comprised of 17 loans with a weighted average current loan-to-value ratio of 63%.
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 was $1.0 million as of June 30, 2023.
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 $6.8 million as of June 30, 2023, a $1.4 million or 26% increase from December 31, 2022. The increase was primarily in residential mortgage and home equity.
Reserve for Credit Losses
Table 16 presents the activity in our reserve for credit losses.
Table 16
150,579
157,264
151,247
164,297
(6
(80
(5
(55
(90
(1,293
(1,157
(2,956
(2,687
(2,004
(1,854
(4,339
(3,815
Total Loans and Leases Charged-Off
920
119
974
578
416
762
931
777
1,449
618
644
1,292
1,389
Total Recoveries on Loans and Leases Previously Charged-Off
Net Charged-Off - Loans and Leases
Net Charged-Off - Accrued Interest Receivable
Provision for Credit Losses:
(367
(667
(473
(476
Total Provision for Credit Losses
(2,535
(8,035
151,702
154,098
Components
Allowance for Credit Losses - Loans and Leases
Reserve for Unfunded Commitments
6,335
5,586
Total Reserve for Credit Losses
Average Loans and Leases Outstanding
13,876,754
12,700,825
13,797,559
12,496,747
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
1.15
As of June 30, 2023, the Allowance was $145.4 million or 1.04% of total loans and leases outstanding (1.05% excluding PPP loans), compared with an Allowance of $144.4 million or 1.06% of total loans and leases outstanding (1.08% excluding PPP loans) as of December 31, 2022. The Allowance as of June 30, 2023, continues to include a qualitative overlay to account for economic uncertainty and downside risk of a recession.
Net charge-offs on loans and leases were $1.4 million or 0.04% of total average loans and leases on an annualized basis, in the second quarter of 2023 compared to net charge-offs of $0.6 million or 0.02% of total average loans and leases on an annualized basis, in the second quarter of 2022. The increase in net charge-offs on loans and leases was primarily due to lower recoveries in 2023.
The Unfunded Reserve was $6.3 million as of June 30, 2023, a decrease of $0.5 million or 7% from December 31, 2022, primarily driven by higher utilization of commercial and industrial commitments. The reserve for unfunded commitments is recorded in other liabilities in the consolidated statements of condition.
For the first six months of 2023, the provision for credit losses was $4.5 million compared to a net benefit of $8.0 million during the same period in 2022. The increase in the provision was primarily due to reduction in the allowance for credit losses in 2022 and higher net charge-offs in 2023.
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 optimize 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.
60
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:
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 17 presents, as of June 30, 2023, and December 31, 2022, 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 June 30, 2023, net interest income is expected to increase as interest rates rise. In addition, 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 June 30, 2023, net interest income sensitivity to changes in interest rates as of June 30, 2023, was more sensitive in comparison to the sensitivity profile as of December 31, 2022.
Net Interest Income Sensitivity Profile
Table 17
Impact on Future Annual Net Interest Income
Gradual Change in Interest Rates (basis points)
+200
13,943
+100
4,439
7,673
-100
(6,317
(1.2
(4,365
(0.7
Immediate Change in Interest Rates (basis points)
19,444
3.8
22,100
8,669
1.7
11,627
(15,023
(2.9
(8,659
(1.5
To analyze the impact of changes in interest rates in a more realistic manner, non-parallel interest rate scenarios are also simulated. Given the current shape of the yield curve, these non-parallel interest rate scenarios indicate that net interest income may increase from the base case scenario should the yield curve flatten and may decrease should the yield curve become more inverted for a period of time. However, if the yield curve were to steepen, net interest income may increase.
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, our ability to sell loans in the secondary market, and to secure borrowings from the FRB and FHLB. Our held-to-maturity securities, while not intended for sale, may also be utilized to secure borrowings from the FRB and FHLB, or in repurchase agreements. Our core deposits have historically provided us with a long-term source of stable and relatively low 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 June 30, 2023, we had additional borrowing capacity of $5.2 billion from the FRB and $1.4 billion from the FHLB based on the amount of collateral pledged. As of June 30, 2023, cash and cash equivalents were $1.7 billion, the carrying value of our available-for-sale investment securities was $2.7 billion, and total deposits were $20.5 billion. As of June 30, 2023, our available-for-sale investment securities portfolio was comprised of securities with an average base duration of approximately 3.80 years.
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 June 30, 2023, the Company’s capital levels remained characterized as “well-capitalized.” There have been no conditions or events since June 30, 2023, 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 18 below.
Table 18 presents our regulatory capital and ratios as of June 30, 2023, and December 31, 2022.
Regulatory Capital and Ratios
Table 18
Regulatory Capital
Total Common Shareholders’ Equity
1,182,792
1,141,508
Add: CECL Transitional Amount
4,749
7,124
Less: Goodwill, Net of Deferred Tax Liabilities
28,746
Postretirement Benefit Liability Adjustments
Net Unrealized Losses on Investment Securities 1
(398,521
(409,579
Common Equity Tier 1 Capital
1,582,424
1,554,741
Preferred Stock, Net of Issuance Cost
175,487
Tier 1 Capital
1,757,911
1,730,228
Allowable Reserve for Credit Losses
147,673
145,202
Total Regulatory Capital
1,905,584
1,875,430
Risk-Weighted Assets
14,391,943
14,238,798
Key Regulatory Capital Ratios
Common Equity Tier 1 Capital Ratio
11.00
Tier 1 Capital Ratio
12.21
12.15
Total Capital Ratio
13.24
13.17
Tier 1 Leverage Ratio
7.21
7.37
1 Includes unrealized gains and losses related to the Company’s reclassification of available-for-sale investment securities to the held-to-maturity category.
2 Regulatory capital ratios as of June 30, 2023 are preliminary.
As of June 30, 2023, shareholders’ equity was $1.4 billion, an increase of $41.3 million or 3% from December 31, 2022. For the first six months of 2023, net income of $92.9 million, other comprehensive income of $11.2 million, share-based compensation of $7.7 million, and common stock issuances of $3.2 million were offset by cash dividends paid of $55.9 million on common shares, common stock repurchased of $13.9 million, and cash dividends declared of $3.9 million on preferred shares. No shares of common stock were repurchased under the share repurchase program in the second quarter of 2023. We repurchased 150,000 shares under our share repurchase program in the first quarter of 2023. These shares were repurchased at an average cost per share of $65.69 and a total cost of $9.9 million. From the beginning of our share repurchase program in July 2001 through June 30, 2023, we repurchased a total of 58.2 million shares of our common stock and returned a total of $2.4 billion to our shareholders at an average cost of $41.24 per share.
In January 2023, the Board of Directors authorized an additional $100.0 million for the share repurchase program. Remaining buyback authority under our share repurchase program was $126.0 million as of June 30, 2023. 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 July 2023, 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 August 1, 2023, to shareholders of record of the preferred stock at the close of business on July 17, 2023.
In July 2023, 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 September 15, 2023, to shareholders of record of the common stock at the close of business on August 31, 2023.
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, 2022.
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 June 30, 2023. 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 June 30, 2023.
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 June 30, 2023, 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, 2022, except as described below.
Risks Related to Recent Events Impacting the Financial Services Industry
Recent events impacting the financial services industry, including the failure of Silicon Valley Bank, Signature Bank and First Republic Bank, have resulted in decreased confidence in banks among consumer and commercial depositors, other counterparties and investors, as well as significant disruption, volatility and reduced valuations of equity and other securities of banks in the capital markets. These events occurred during a period of rapidly rising interest rates which, among other things, has resulted in unrealized losses in longer duration securities and loans held by banks, more competition for bank deposits and may increase the risk of a potential recession. These recent events have, and could continue to, adversely impact the market price and volatility of the Company’s common stock.
These recent events may also result in potentially adverse changes to laws or regulations governing banks and bank holding companies or result in the impositions of restrictions through supervisory or enforcement activities, including higher capital requirements, which could have a material impact on our business. Inability to access short-term funding, loss of client deposits or changes in our credit ratings could increase the cost of funding, limit access to capital markets or negatively impact our overall liquidity or capitalization. We may be impacted by concerns regarding the soundness or creditworthiness of other financial institutions, which can cause substantial and cascading disruption within the financial markets and increased expenses. The cost of resolving the recent bank failures may prompt the FDIC to increase its premiums above the recently increased levels or to issue additional special assessments, which could have a material negative impact on our profitability and our business.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The Parent’s repurchases of its common stock during the second quarter of 2023 were as follows:
Issuer Purchases of Equity Securities
Period
Total Numberof SharesPurchased 1
Average PricePaid PerShare
Total Number ofShares Purchasedas Part ofPublicly AnnouncedPlans or Programs
Approximate DollarValue of Sharesthat May Yet BePurchased Underthe Plans orPrograms 2
April 1 - 30, 2023
2,353
51.32
126,038,927
May 1 - 31, 2023
June 1 - 30, 2023
406
42.59
2,759
50.03
Item 5. Other Information
On May 8, 2023, Peter S. Ho, Chairman, CEO and President of the Company, terminated his Rule 10b5-1 trading arrangement that he previously adopted on October 26, 2022, for the sale of up to 25,000 shares of the Company’s common stock between the periods of February 10, 2023 and November 30, 2023 pursuant to pre-established trading formulas. Both the entry into and the termination of Mr. Ho’s Rule 10b5-1 trading arrangement were effected within the Company’s open trading window periods and were done in compliance with the Company’s insider trading policy.
Other than the aforementioned, during the fiscal quarter ended June 30, 2023, none of the Company’s directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any non-Rule 10b5-1 trading arrangement.
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).
3.2
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 November 20, 2020) (incorporated by reference to Exhibit 3.2 to Bank of Hawaii Corporation’s Current Report on Form 8-K filed on November 23, 2020).
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)
4.2
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
68
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:
July 24, 2023
Bank of Hawaii Corporation
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