UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period ended March 31, 2016
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For transition period from to
Commission File Number 1-34403
TERRITORIAL BANCORP INC.
(Exact Name of Registrant as Specified in Charter)
Maryland |
|
26-4674701 |
(State or Other Jurisdiction of Incorporation) |
|
(I.R.S. Employer Identification No.) |
1132 Bishop Street, Suite 2200, Honolulu, Hawaii |
|
96813 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
(808) 946-1400
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ☐ |
|
Accelerated filer ☒ |
Non-accelerated filer ☐ |
|
Smaller reporting company ☐ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒.
Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date: 9,673,955 shares of Common Stock, par value $0.01 per share, were issued and outstanding as of April 30, 2016.
TERRITORIAL BANCORP INC.
Form 10-Q Quarterly Report
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1 | ||
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
25 | |
33 | ||
35 | ||
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36 | ||
36 | ||
36 | ||
36 | ||
36 | ||
36 | ||
36 | ||
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37 |
TERRITORIAL BANCORP INC. AND SUBSIDIARIES
Consolidated Balance Sheets (Unaudited)
(Dollars in thousands, except share data)
|
|
March 31, |
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December 31, |
|
||
|
|
2016 |
|
2015 |
|
||
ASSETS |
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
81,988 |
|
$ |
65,919 |
|
Investment securities held to maturity, at amortized cost (fair value of $494,514 and $497,982 at March 31, 2016 and December 31, 2015, respectively) |
|
|
480,296 |
|
|
493,059 |
|
Loans held for sale |
|
|
603 |
|
|
2,139 |
|
Loans receivable, net |
|
|
1,214,762 |
|
|
1,188,649 |
|
Federal Home Loan Bank stock, at cost |
|
|
4,945 |
|
|
4,790 |
|
Federal Reserve Bank stock, at cost |
|
|
3,042 |
|
|
3,022 |
|
Accrued interest receivable |
|
|
4,803 |
|
|
4,684 |
|
Premises and equipment, net |
|
|
4,619 |
|
|
4,903 |
|
Bank-owned life insurance |
|
|
42,575 |
|
|
42,328 |
|
Current income taxes receivable |
|
|
1,311 |
|
|
— |
|
Deferred income tax assets, net |
|
|
8,758 |
|
|
9,378 |
|
Prepaid expenses and other assets |
|
|
2,352 |
|
|
2,270 |
|
Total assets |
|
$ |
1,850,054 |
|
$ |
1,821,141 |
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|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
|
|
|
|
|
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Liabilities: |
|
|
|
|
|
|
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Deposits |
|
$ |
1,474,925 |
|
$ |
1,445,103 |
|
Advances from the Federal Home Loan Bank |
|
|
69,000 |
|
|
69,000 |
|
Securities sold under agreements to repurchase |
|
|
55,000 |
|
|
55,000 |
|
Accounts payable and accrued expenses |
|
|
23,276 |
|
|
25,178 |
|
Current income taxes payable |
|
|
1,805 |
|
|
2,095 |
|
Advance payments by borrowers for taxes and insurance |
|
|
3,021 |
|
|
5,124 |
|
Total liabilities |
|
|
1,627,027 |
|
|
1,601,500 |
|
|
|
|
|
|
|
|
|
Stockholders’ Equity: |
|
|
|
|
|
|
|
Preferred stock, $.01 par value; authorized 50,000,000 shares, no shares issued or outstanding |
|
|
— |
|
|
— |
|
Common stock, $.01 par value; authorized 100,000,000 shares; issued and outstanding 9,675,955 and 9,659,685 shares at March 31, 2016 and December 31, 2015, respectively |
|
|
97 |
|
|
96 |
|
Additional paid-in capital |
|
|
71,259 |
|
|
70,118 |
|
Unearned ESOP shares |
|
|
(6,239) |
|
|
(6,361) |
|
Retained earnings |
|
|
163,163 |
|
|
161,024 |
|
Accumulated other comprehensive loss |
|
|
(5,253) |
|
|
(5,236) |
|
Total stockholders’ equity |
|
|
223,027 |
|
|
219,641 |
|
Total liabilities and stockholders’ equity |
|
$ |
1,850,054 |
|
$ |
1,821,141 |
|
See accompanying notes to consolidated financial statements.
1
TERRITORIAL BANCORP INC. AND SUBSIDIARIES
Consolidated Statements of Income (Unaudited)
(Dollars in thousands, except per share data)
|
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Three Months Ended |
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|
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March 31, |
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|
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2016 |
|
2015 |
|
||
Interest and dividend income: |
|
|
|
|
|
|
|
Loans |
|
$ |
12,361 |
|
$ |
10,686 |
|
Investment securities |
|
|
3,875 |
|
|
4,523 |
|
Other investments |
|
|
144 |
|
|
79 |
|
Total interest and dividend income |
|
|
16,380 |
|
|
15,288 |
|
|
|
|
|
|
|
|
|
Interest expense: |
|
|
|
|
|
|
|
Deposits |
|
|
1,408 |
|
|
1,134 |
|
Advances from the Federal Home Loan Bank |
|
|
257 |
|
|
70 |
|
Securities sold under agreements to repurchase |
|
|
218 |
|
|
312 |
|
Total interest expense |
|
|
1,883 |
|
|
1,516 |
|
|
|
|
|
|
|
|
|
Net interest income |
|
|
14,497 |
|
|
13,772 |
|
Provision for loan losses |
|
|
28 |
|
|
194 |
|
|
|
|
|
|
|
|
|
Net interest income after provision for loan losses |
|
|
14,469 |
|
|
13,578 |
|
|
|
|
|
|
|
|
|
Noninterest income: |
|
|
|
|
|
|
|
Service fees on loan and deposit accounts |
|
|
456 |
|
|
460 |
|
Income on bank-owned life insurance |
|
|
247 |
|
|
255 |
|
Gain on sale of investment securities |
|
|
— |
|
|
236 |
|
Gain on sale of loans |
|
|
61 |
|
|
129 |
|
Other |
|
|
122 |
|
|
166 |
|
Total noninterest income |
|
|
886 |
|
|
1,246 |
|
|
|
|
|
|
|
|
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Noninterest expense: |
|
|
|
|
|
|
|
Salaries and employee benefits |
|
|
5,426 |
|
|
5,099 |
|
Occupancy |
|
|
1,420 |
|
|
1,437 |
|
Equipment |
|
|
906 |
|
|
945 |
|
Federal deposit insurance premiums |
|
|
225 |
|
|
209 |
|
Other general and administrative expenses |
|
|
1,082 |
|
|
1,214 |
|
Total noninterest expense |
|
|
9,059 |
|
|
8,904 |
|
|
|
|
|
|
|
|
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Income before income taxes |
|
|
6,296 |
|
|
5,920 |
|
Income taxes |
|
|
2,512 |
|
|
2,394 |
|
Net income |
|
$ |
3,784 |
|
$ |
3,526 |
|
|
|
|
|
|
|
|
|
Basic earnings per share |
|
$ |
0.42 |
|
$ |
0.39 |
|
Diluted earnings per share |
|
$ |
0.41 |
|
$ |
0.38 |
|
Cash dividends declared per common share |
|
$ |
0.18 |
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$ |
0.16 |
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Basic weighted-average shares outstanding |
|
|
9,034,919 |
|
|
9,120,720 |
|
Diluted weighted-average shares outstanding |
|
|
9,305,615 |
|
|
9,319,814 |
|
See accompanying notes to consolidated financial statements.
2
TERRITORIAL BANCORP INC. AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income (Unaudited)
(Dollars in thousands)
|
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Three Months Ended |
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March 31, |
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2016 |
|
2015 |
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|
|
|
|
|
|
|
|
Net income |
|
$ |
3,784 |
|
$ |
3,526 |
|
|
|
|
|
|
|
|
|
Change in unfunded pension liability |
|
|
(21) |
|
|
— |
|
Change in unrealized loss on securities |
|
|
2 |
|
|
9 |
|
Change in noncredit related loss on trust preferred securities |
|
|
2 |
|
|
31 |
|
Other comprehensive income (loss), net of tax |
|
|
(17) |
|
|
40 |
|
Comprehensive income |
|
$ |
3,767 |
|
$ |
3,566 |
|
See accompanying notes to consolidated financial statements.
3
TERRITORIAL BANCORP INC. AND SUBSIDIARIES
Consolidated Statements of Stockholders’ Equity (Unaudited)
(Dollars in thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
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Accumulated |
|
|
|
|
|
|
|
|
|
|
Additional |
|
Unearned |
|
|
|
|
Other |
|
Total |
|
||||
|
|
Common |
|
Paid-in |
|
ESOP |
|
Retained |
|
Comprehensive |
|
Stockholders’ |
|
||||||
|
|
Stock |
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Capital |
|
Shares |
|
Earnings |
|
Income (Loss) |
|
Equity |
|
||||||
Balances at December 31, 2014 |
|
$ |
99 |
|
$ |
75,229 |
|
$ |
(6,851) |
|
$ |
153,289 |
|
$ |
(5,388) |
|
$ |
216,378 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
— |
|
|
— |
|
|
— |
|
|
3,526 |
|
|
— |
|
|
3,526 |
|
Other comprehensive income |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
40 |
|
|
40 |
|
Cash dividends declared ($0.16 per share) |
|
|
— |
|
|
— |
|
|
— |
|
|
(1,497) |
|
|
— |
|
|
(1,497) |
|
Share-based compensation |
|
|
— |
|
|
738 |
|
|
— |
|
|
— |
|
|
— |
|
|
738 |
|
Allocation of 12,233 ESOP shares |
|
|
— |
|
|
145 |
|
|
123 |
|
|
— |
|
|
— |
|
|
268 |
|
Repurchase of 198,105 shares of company common stock |
|
|
(2) |
|
|
(4,306) |
|
|
— |
|
|
— |
|
|
— |
|
|
(4,308) |
|
Balances at March 31, 2015 |
|
$ |
97 |
|
$ |
71,806 |
|
$ |
(6,728) |
|
$ |
155,318 |
|
$ |
(5,348) |
|
$ |
215,145 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances at December 31, 2015 |
|
$ |
96 |
|
$ |
70,118 |
|
$ |
(6,361) |
|
$ |
161,024 |
|
$ |
(5,236) |
|
$ |
219,641 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
— |
|
|
— |
|
|
— |
|
|
3,784 |
|
|
— |
|
|
3,784 |
|
Other comprehensive loss |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(17) |
|
|
(17) |
|
Cash dividends declared ($0.18 per share) |
|
|
— |
|
|
— |
|
|
— |
|
|
(1,645) |
|
|
— |
|
|
(1,645) |
|
Share-based compensation |
|
|
— |
|
|
661 |
|
|
— |
|
|
— |
|
|
— |
|
|
661 |
|
Allocation of 12,233 ESOP shares |
|
|
— |
|
|
198 |
|
|
122 |
|
|
— |
|
|
— |
|
|
320 |
|
Exercise of 16,270 options of common stock |
|
|
1 |
|
|
282 |
|
|
— |
|
|
— |
|
|
— |
|
|
283 |
|
Balances at March 31, 2016 |
|
$ |
97 |
|
$ |
71,259 |
|
$ |
(6,239) |
|
$ |
163,163 |
|
$ |
(5,253) |
|
$ |
223,027 |
|
See accompanying notes to consolidated financial statements.
4
TERRITORIAL BANCORP INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows (Unaudited)
(Dollars in thousands)
|
|
Three Months Ended |
|
||||
|
|
March 31, |
|
||||
|
|
2016 |
|
2015 |
|
||
Cash flows from operating activities: |
|
|
|
|
|
|
|
Net income |
|
$ |
3,784 |
|
$ |
3,526 |
|
Adjustments to reconcile net income to net cash from operating activities: |
|
|
|
|
|
|
|
Provision for loan losses |
|
|
28 |
|
|
194 |
|
Depreciation and amortization |
|
|
302 |
|
|
339 |
|
Deferred income tax expense (benefit) |
|
|
596 |
|
|
(258) |
|
Amortization of fees, discounts, and premiums |
|
|
(160) |
|
|
(73) |
|
Origination of loans held for sale |
|
|
(10,242) |
|
|
(15,324) |
|
Proceeds from sales of loans held for sale |
|
|
10,952 |
|
|
13,335 |
|
Gain on sale of loans, net |
|
|
(61) |
|
|
(129) |
|
Gain on sale of investment securities held to maturity |
|
|
— |
|
|
(236) |
|
ESOP expense |
|
|
320 |
|
|
268 |
|
Share-based compensation expense |
|
|
661 |
|
|
738 |
|
Increase in accrued interest receivable |
|
|
(119) |
|
|
(147) |
|
Net increase in bank-owned life insurance |
|
|
(247) |
|
|
(255) |
|
Net increase in prepaid expenses and other assets |
|
|
(82) |
|
|
(316) |
|
Net increase (decrease) in accounts payable and accrued expenses |
|
|
(1,902) |
|
|
3,125 |
|
Net decrease in advance payments by borrowers for taxes and insurance |
|
|
(2,103) |
|
|
(1,206) |
|
Net increase in income taxes receivable |
|
|
(1,311) |
|
|
— |
|
Net increase (decrease) in income taxes payable |
|
|
(290) |
|
|
225 |
|
|
|
|
|
|
|
|
|
Net cash from operating activities |
|
|
126 |
|
|
3,806 |
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
Purchases of investment securities held to maturity |
|
|
(1,323) |
|
|
(1,204) |
|
Principal repayments on investment securities held to maturity |
|
|
14,107 |
|
|
20,510 |
|
Proceeds from sale of investment securities held to maturity |
|
|
— |
|
|
2,580 |
|
Loan originations, net of principal repayments on loans receivable |
|
|
(25,108) |
|
|
(70,532) |
|
Purchases of FHLB stock |
|
|
(155) |
|
|
— |
|
Proceeds from redemption of FHLB stock |
|
|
— |
|
|
122 |
|
Purchases of Federal Reserve Bank stock |
|
|
(20) |
|
|
(24) |
|
Purchases of premises and equipment |
|
|
(18) |
|
|
(155) |
|
|
|
|
|
|
|
|
|
Net cash from investing activities |
|
|
(12,517) |
|
|
(48,703) |
|
(Continued)
5
TERRITORIAL BANCORP INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows (Unaudited)
(Dollars in thousands)
|
|
Three Months Ended |
|
||||
|
|
March 31, |
|
||||
|
|
2016 |
|
2015 |
|
||
Cash flows from financing activities: |
|
|
|
|
|
|
|
Net increase in deposits |
|
$ |
29,822 |
|
$ |
21,782 |
|
Proceeds from advances from the Federal Home Loan Bank |
|
|
— |
|
|
22,000 |
|
Repayments of advances from the Federal Home Loan Bank |
|
|
— |
|
|
(10,000) |
|
Proceeds from securities sold under agreements to repurchase |
|
|
— |
|
|
25,000 |
|
Repayments of securities sold under agreements to repurchase |
|
|
— |
|
|
(37,000) |
|
Proceeds from exercise of stock options |
|
|
283 |
|
|
— |
|
Repurchases of common stock |
|
|
— |
|
|
(4,674) |
|
Cash dividends paid |
|
|
(1,645) |
|
|
(1,497) |
|
|
|
|
|
|
|
|
|
Net cash from financing activities |
|
|
28,460 |
|
|
15,611 |
|
Net increase (decrease) in cash and cash equivalents |
|
|
16,069 |
|
|
(29,286) |
|
Cash and cash equivalents at beginning of the year |
|
|
65,919 |
|
|
75,060 |
|
Cash and cash equivalents at end of the year |
|
$ |
81,988 |
|
$ |
45,774 |
|
Supplemental disclosure of cash flow information: |
|
|
|
|
|
|
|
Cash paid for: |
|
|
|
|
|
|
|
Interest on deposits and borrowings |
|
$ |
1,871 |
|
$ |
1,532 |
|
Income taxes |
|
|
3,517 |
|
|
2,350 |
|
|
|
|
|
|
|
|
|
Supplemental disclosure of noncash investing and financing activities: |
|
|
|
|
|
|
|
Investments purchased, not settled |
|
$ |
— |
|
$ |
1,166 |
|
Company stock repurchased prior year, settled current year |
|
|
— |
|
|
366 |
|
See accompanying notes to consolidated financial statements.
6
TERRITORIAL BANCORP INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
(1) Basis of Presentation
The accompanying unaudited consolidated financial statements of Territorial Bancorp Inc. (the Company) have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. These interim condensed consolidated financial statements and notes should be read in conjunction with the Company’s consolidated financial statements and notes thereto filed as part of the Annual Report on Form 10-K for the year ended December 31, 2015. In the opinion of management, all adjustments necessary for a fair presentation have been made and consist only of normal recurring adjustments. Interim results of operations are not necessarily indicative of results to be expected for the year.
(2) Organization
On November 4, 2008, the Board of Directors of Territorial Mutual Holding Company (MHC) approved a plan of conversion and reorganization under which the MHC would convert from a mutual holding company to a stock holding company. The conversion to a stock holding company was approved by the depositors and borrowers of Territorial Savings Bank and the Office of Thrift Supervision (OTS) and included the filing of a registration statement with the U.S. Securities and Exchange Commission. Upon the completion of the conversion and reorganization on July 10, 2009, Territorial Mutual Holding Company and Territorial Savings Group, Inc. ceased to exist as separate legal entities and Territorial Bancorp Inc. became the holding company for Territorial Savings Bank.
Upon completion of the conversion and reorganization, a special “liquidation account” was established in an amount equal to the total equity of Territorial Mutual Holding Company as of December 31, 2008. The liquidation account is to provide eligible account holders and supplemental eligible account holders who maintain their deposit accounts with Territorial Savings Bank after the conversion with a liquidation interest in the unlikely event of the complete liquidation of Territorial Savings Bank after the conversion. The balance of the liquidation account at December 31, 2015 was $13.5 million.
On June 25, 2014, Territorial Savings Bank converted from a federal savings bank to a Hawaii state-chartered savings bank. On July 10, 2014, Territorial Savings Bank became a member of the Federal Reserve System.
(3) Recently Adopted Accounting Pronouncements
In May 2014, the Financial Accounting Standards Board (FASB) amended the Revenue Recognition topic of the FASB Accounting Standards Codification (ASC). The amendment seeks to clarify the principles for recognizing revenue as well as to develop common revenue standards for U.S. generally accepted accounting principles and International Financial Reporting Standards. The amendment is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early application is not permitted. In August 2015, the FASB deferred the effective date of the amendment by one year. However, entities may still choose to adopt the amendment as of the original effective date. The Company does not expect the adoption of this amendment to have a material effect on its consolidated financial statements.
In April 2015, the FASB amended the Intangibles – Goodwill and Other topic of the FASB ASC. The amendment adds guidance to help entities evaluate the accounting for fees paid in cloud computing arrangements. The amendment is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2015. The Company adopted this amendment on January 1, 2016, and the adoption did not have a material effect on its consolidated financial statements.
7
In January 2016, the FASB amended the Financial Instruments – Overall topic of the FASB ASC. The amendment addresses several aspects of recognition, measurement, presentation and disclosure of financial instruments. Included are: (a) a requirement to measure equity investments at fair value, with changes in fair value recognized in net income, (b) a simplification of the impairment assessment of equity investments without readily determinable fair values, (c) the elimination of the requirement to disclose the methods and significant assumptions used to estimate the fair value for financial instruments measured at amortized cost on the balance sheet, and (d) a requirement to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes. The amendment is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company does not expect the adoption of this amendment to have a material effect on its consolidated financial statements.
In February 2016, the FASB amended the Leases topic of the FASB ASC. The primary effects of the amendment will be to recognize lease assets and lease liabilities on the balance sheet and to disclose certain information about leasing arrangements. The amendment is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently evaluating the effects that the adoption of this amendment will have on its consolidated financial statements.
In March 2016, the FASB amended the Compensation – Stock Compensation topic of the FASB ASC. The amendment seeks to simplify several areas of accounting for share-based payment transactions, including income tax consequences, classification of awards as either equity or liabilities, and classification of transactions on the statement of cash flows. The amendment is effective for annual periods beginning after December 15, 2016, including interim periods within those annual periods. The Company does not expect the adoption of this amendment to have a material effect on its consolidated financial statements.
(4) Cash and Cash Equivalents
The table below presents the balances of cash and cash equivalents:
|
|
March 31, |
|
December 31, |
|
||
(Dollars in thousands) |
|
2016 |
|
2015 |
|
||
|
|
|
|
|
|
|
|
Cash and due from banks |
|
$ |
9,093 |
|
$ |
10,318 |
|
Interest-earning deposits in other banks |
|
|
72,895 |
|
|
55,601 |
|
Cash and cash equivalents |
|
$ |
81,988 |
|
$ |
65,919 |
|
Interest-earning deposits in other banks consist primarily of deposits at the Federal Reserve Bank.
8
(5) Investment Securities
The amortized cost and fair values of investment securities are as follows:
|
|
Amortized |
|
Gross Unrealized |
|
Estimated |
|
||||||
(Dollars in thousands) |
|
Cost |
|
Gains |
|
Losses |
|
Fair Value |
|
||||
March 31, 2016: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Held to maturity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. government-sponsored mortgage-backed securities |
|
$ |
479,377 |
|
$ |
15,461 |
|
$ |
(1,243) |
|
$ |
493,595 |
|
Trust preferred securities |
|
|
919 |
|
|
— |
|
|
— |
|
|
919 |
|
Total |
|
$ |
480,296 |
|
$ |
15,461 |
|
$ |
(1,243) |
|
$ |
494,514 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2015: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Held to maturity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. government-sponsored mortgage-backed securities |
|
$ |
492,143 |
|
$ |
11,092 |
|
$ |
(6,169) |
|
$ |
497,066 |
|
Trust preferred securities |
|
|
916 |
|
|
— |
|
|
— |
|
|
916 |
|
Total |
|
$ |
493,059 |
|
$ |
11,092 |
|
$ |
(6,169) |
|
$ |
497,982 |
|
The amortized cost and estimated fair value of investment securities at March 31, 2016 are shown below. Incorporated in the maturity schedule are mortgage-backed and trust preferred securities, which are allocated using the contractual maturity as a basis. Expected maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties.
|
|
Amortized |
|
Estimated |
|
||
(Dollars in thousands) |
|
Cost |
|
Fair Value |
|
||
Held to maturity: |
|
|
|
|
|
|
|
Due within 5 years |
|
$ |
28 |
|
$ |
29 |
|
Due after 5 years through 10 years |
|
|
6 |
|
|
7 |
|
Due after 10 years |
|
|
480,262 |
|
|
494,478 |
|
Total |
|
$ |
480,296 |
|
$ |
494,514 |
|
Realized gains and losses and the proceeds from sales of securities held to maturity and trading are shown in the table below. All sales of securities were U.S. government-sponsored mortgage-backed securities.
|
|
Three Months Ended |
|
||||
|
|
March 31, |
|
||||
(Dollars in thousands) |
|
2016 |
|
2015 |
|
||
Proceeds from sales |
|
$ |
— |
|
$ |
2,580 |
|
Gross gains |
|
|
— |
|
|
236 |
|
Gross losses |
|
|
— |
|
|
— |
|
The Company did not sell any held-to-maturity mortgage-backed securities during the three months ended March 31, 2016. During the three months ended March 31, 2015, the Company received proceeds of $2.6 million from the sale of $2.3 million of held-to-maturity mortgage-backed securities, resulting in gross realized gains of $236,000. The sale of these mortgage-backed securities, for which the Company had already collected a substantial portion of the outstanding purchased principal (at least 85%), is in accordance with the Investments – Debt and Equity Securities topic of the FASB ASC and does not taint management’s assertion of intent to hold remaining securities in the held-to-maturity portfolio to maturity.
Investment securities with amortized costs of $247.1 million and $241.4 million at March 31, 2016 and December 31, 2015, respectively, were pledged to secure public deposits, securities sold under agreements to repurchase and transaction clearing accounts.
Provided below is a summary of investment securities which were in an unrealized loss position at March 31, 2016 and December 31, 2015. The Company does not intend to sell these securities until such time as the value recovers
9
or the securities mature and it is not more likely than not that the Company will be required to sell the securities prior to recovery of value or the securities mature.
|
|
Less Than 12 Months |
|
12 Months or Longer |
|
Total |
|
||||||||||||||
|
|
|
|
|
Unrealized |
|
|
|
|
Unrealized |
|
Number of |
|
|
|
|
Unrealized |
|
|||
Description of securities |
|
Fair Value |
|
Losses |
|
Fair Value |
|
Losses |
|
Securities |
|
Fair Value |
|
Losses |
|
||||||
(Dollars in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage-backed securities |
|
$ |
2,586 |
|
$ |
4 |
|
$ |
143,898 |
|
$ |
1,239 |
|
25 |
|
$ |
146,484 |
|
$ |
1,243 |
|
December 31, 2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage-backed securities |
|
$ |
142,810 |
|
$ |
3,939 |
|
$ |
53,142 |
|
$ |
2,230 |
|
43 |
|
$ |
195,952 |
|
$ |
6,169 |
|
Mortgage-Backed Securities. The unrealized losses on the Company’s investment in mortgage-backed securities were caused by increases in market interest rates. All of the mortgage-backed securities are guaranteed by Freddie Mac or Fannie Mae, which are U.S. government-sponsored enterprises, or Ginnie Mae, which is a U.S. government agency. Since the decline in market value is attributable to changes in interest rates and not credit quality, and the Company does not intend to sell these investments until maturity and it is not more likely than not that the Company will be required to sell such investments prior to recovery of its cost basis, the Company does not consider these investments to be other-than-temporarily impaired as of March 31, 2016 and December 31, 2015.
Trust Preferred Securities. At March 31, 2016, the Company owned one trust preferred security, PreTSL XXIII. The trust preferred security represents an investment in a pool of debt obligations issued primarily by holding companies for Federal Deposit Insurance Corporation-insured financial institutions. This security is classified in the Company’s held-to-maturity investment portfolio.
The trust preferred securities market is considered to be inactive as only six transactions have occurred over the past 51 months in the same tranche of securities owned by the Company. The Company uses a discounted cash flow model to determine whether this security is other-than-temporarily impaired. The assumptions used in preparing the discounted cash flow model include the following: estimated discount rates, estimated deferral and default rates on collateral, and estimated cash flows.
Based on the Company’s review, the Company’s investment in PreTSL XXIII did not incur additional impairment during the quarter ended March 31, 2016.
PreTSL XXIII has an amortized cost of $919,000 at March 31, 2016. The difference between the amortized cost of $919,000 and the remaining cost basis of $1.1 million is reported as accumulated other comprehensive loss and is related to noncredit factors.
It is reasonably possible that the fair value of the trust preferred security could decline in the near term if the overall economy and the financial condition of some of the issuers continue to deteriorate and the liquidity of this security remains low. As a result, there is a risk that the Company’s remaining cost basis of $1.1 million on its trust preferred security could be credit-related other-than-temporarily impaired in the near term. The impairment, if any, could be material to the Company’s consolidated statements of income.
The table below provides a cumulative roll forward of credit losses recognized in earnings for debt securities held and not intended to be sold:
(Dollars in thousands) |
|
2016 |
|
2015 |
|
||
Balance at January 1, |
|
$ |
2,403 |
|
$ |
5,885 |
|
Credit losses on debt securities for which other-than-temporary impairment was not previously recognized |
|
|
— |
|
|
— |
|
Credit losses on debt securities which were sold |
|
|
— |
|
|
— |
|
Balance at March 31, |
|
$ |
2,403 |
|
$ |
5,885 |
|
10
The table below shows the components of accumulated other comprehensive loss, net of taxes, resulting from other-than-temporarily impaired securities:
|
|
March 31, |
|
||||
(Dollars in thousands) |
|
2016 |
|
2015 |
|
||
Noncredit losses on other-than-temporarily impaired securities, net of taxes |
|
$ |
145 |
|
$ |
253 |
|
(6) Loans Receivable and Allowance for Loan Losses
The components of loans receivable are as follows:
|
|
March 31, |
|
December 31, |
|
||
(Dollars in thousands) |
|
2016 |
|
2015 |
|
||
Real estate loans: |
|
|
|
|
|
|
|
First mortgages: |
|
|
|
|
|
|
|
One- to four-family residential |
|
$ |
1,169,038 |
|
$ |
1,145,904 |
|
Multi-family residential |
|
|
9,758 |
|
|
9,834 |
|
Construction, commercial and other |
|
|
21,878 |
|
|
19,288 |
|
Home equity loans and lines of credit |
|
|
15,634 |
|
|
15,333 |
|
Total real estate loans |
|
|
1,216,308 |
|
|
1,190,359 |
|
Other loans: |
|
|
|
|
|
|
|
Loans on deposit accounts |
|
|
325 |
|
|
304 |
|
Consumer and other loans |
|
|
4,186 |
|
|
4,239 |
|
Total other loans |
|
|
4,511 |
|
|
4,543 |
|
Less: |
|
|
|
|
|
|
|
Net unearned fees and discounts |
|
|
(3,874) |
|
|
(4,087) |
|
Allowance for loan losses |
|
|
(2,183) |
|
|
(2,166) |
|
Total unearned fees, discounts and allowance for loan losses |
|
|
(6,057) |
|
|
(6,253) |
|
Loans receivable, net |
|
$ |
1,214,762 |
|
$ |
1,188,649 |
|
The table below presents the activity in the allowance for loan losses by portfolio segment:
|
|
|
|
|
Construction, |
|
Home |
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
Commercial |
|
Equity |
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
and Other |
|
Loans and |
|
|
|
|
|
|
|
|
|
|
||
|
|
Residential |
|
Mortgage |
|
Lines of |
|
Consumer |
|
|
|
|
|
|
|
||||
(Dollars in thousands) |
|
Mortgage |
|
Loans |
|
Credit |
|
and Other |
|
Unallocated |
|
Totals |
|
||||||
Three months ended March 31, 2016: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, beginning of period |
|
$ |
1,380 |
|
$ |
517 |
|
$ |
3 |
|
$ |
72 |
|
$ |
194 |
|
$ |
2,166 |
|
Provision (reversal of allowance) for loan losses |
|
|
18 |
|
|
(8) |
|
|
— |
|
|
14 |
|
|
4 |
|
|
28 |
|
|
|
|
1,398 |
|
|
509 |
|
|
3 |
|
|
86 |
|
|
198 |
|
|
2,194 |
|
Charge-offs |
|
|
— |
|
|
— |
|
|
— |
|
|
(14) |
|
|
— |
|
|
(14) |
|
Recoveries |
|
|
— |
|
|
— |
|
|
— |
|
|
3 |
|
|
— |
|
|
3 |
|
Net charge-offs |
|
|
— |
|
|
— |
|
|
— |
|
|
(11) |
|
|
— |
|
|
(11) |
|
Balance, end of period |
|
$ |
1,398 |
|
$ |
509 |
|
$ |
3 |
|
$ |
75 |
|
$ |
198 |
|
$ |
2,183 |
|
11
|
|
|
|
|
Construction, |
|
Home |
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
Commercial |
|
Equity |
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
and Other |
|
Loans and |
|
|
|
|
|
|
|
|
|
|
||
|
|
Residential |
|
Mortgage |
|
Lines of |
|
Consumer |
|
|
|
|
|
|
|
||||
(Dollars in thousands) |
|
Mortgage |
|
Loans |
|
Credit |
|
and Other |
|
Unallocated |
|
Totals |
|
||||||
Three months ended March 31, 2015: |
|
|
|
|
|
|
|