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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
(Mark One)
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|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
or
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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:
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) |
(
(Address, including Zip Code, and telephone number, including area code, of the registrant’s principal executive offices)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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“ |
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Not listed |
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.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer |
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☐ |
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Accelerated filer |
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☐ |
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☐ |
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Smaller reporting company |
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Emerging growth company |
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☐ |
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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 Act). Yes
As of August 11, 2022, there were
BANKGUAM HOLDING COMPANY
FORM 10-Q
QUARTERLY REPORT
TABLE OF CONTENTS
Cautionary Note Regarding Forward-Looking Statements
For purposes of this Quarterly Report, the terms the “Company,” “we,” “us” and “our” refer to BankGuam Holding Company and its subsidiaries. This Quarterly Report on Form 10-Q contains statements that are not historical in nature, are predictive in nature, or that depend upon or refer to future events or conditions or contain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be preceded by, followed by or include the words “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “will,” “is designed to” and similar expressions as well as other statements regarding our future operations, financial condition and prospects, and business strategies. We claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 for all forward-looking statements.
We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to risks, uncertainties and assumptions about our business that could affect our future results and could cause those results or other outcomes to differ materially from those expressed or implied in the forward-looking statements. We are not able to predict all of the factors that may affect future results. These include, among other things, the following risks:
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• |
Competition for loans and deposits and failure to attract or retain deposits and loans; |
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• |
Local, regional, national and global economic conditions, and the impact they may have on us and our customers, and our assessment of that impact on our estimates, including the allowance for loan losses and fair value measurements; |
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• |
The effects of the COVID-19 pandemic, including reduced tourism in Guam, volatility in the international and national economy and credit markets, quarantines or other travel or health-related restrictions, the length and severity of the COVID-19 pandemic and the pace of recovery following the COVID-19 pandemic; |
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• |
Risks associated with concentrations in real estate related loans; |
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• |
Changes in the level of nonperforming assets and charge-offs and other credit quality measures, and their impact on the adequacy of our allowance for loan losses and our provision for loan losses; |
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• |
The effects of and changes in trade, monetary and fiscal policies and laws, including the interest rate policies of the Federal Open Market Committee of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”); and the anticipated elimination of the London Interbank Offered Rate (“LIBOR”) as a benchmark interest rate; |
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• |
Stability of funding sources and continued availability of borrowings; |
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• |
The effect of changes in laws and regulations with which the Company and Bank of Guam must comply, including any change in Federal Deposit Insurance Corporation insurance premiums; |
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• |
Our ability to raise capital or incur debt on reasonable terms; |
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• |
Regulatory limits on Bank of Guam’s ability to pay dividends to the Company; |
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• |
The effect of changes in accounting policies and practices, as may be adopted by the regulatory agencies, as well as the Public Company Accounting Oversight Board, the Financial Accounting Standards Board and other accounting standard setters; |
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• |
Changes in the deferred tax asset valuation allowance in future quarters; |
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• |
The costs and effects of legal and regulatory developments, including resolution of legal proceedings or regulatory or other governmental inquiries, and the results of regulatory examinations or reviews; |
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• |
Our ability to increase market share and control expenses; |
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• |
Any interruption or security breach of our information systems, or the information systems of our third party service providers, resulting in failures or disruptions in customer services or confidentiality; and |
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• |
Our success in managing the risks involved in the foregoing items. |
Other factors that might cause or contribute to such differences include, but are not limited to, those discussed in “Risk Factors” included in filings we make from time to time with the U.S. Securities and Exchange Commission (“SEC”), including our Quarterly Reports on Form 10-Q to be filed by us in our fiscal year ending December 31, 2022. We have no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or risks, except to the extent required by applicable securities laws. If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements. New information, future events or risks could cause the forward-looking events we discuss in this Quarterly Report not to occur. You should not place undue reliance on these forward-looking statements, which reflect our opinions only as of the date of this Quarterly Report.
2
PART I. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements (Unaudited)
BankGuam Holding Company
Unaudited Condensed Consolidated Statements of Financial Condition
(in Thousands, Except Par Value)
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June 30, 2022 |
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December 31, 2021 |
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ASSETS |
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Cash and due from banks |
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$ |
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$ |
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Interest bearing deposits in banks |
|
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Total cash and cash equivalents |
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Restricted cash |
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Investment securities available-for-sale, at fair value |
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Investment securities held-to-maturity, at amortized cost (Fair Value $ |
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|
|
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|
Federal Home Loan Bank stock, at cost |
|
|
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|
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Loans, net of allowance for loan losses ($ |
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|
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|
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Accrued interest receivable |
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Premises and equipment, net |
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Goodwill |
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Intangible assets |
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Other assets |
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Total assets |
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$ |
|
|
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$ |
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
|
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Liabilities: |
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|
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Deposits: |
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|
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Non-interest bearing |
|
$ |
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$ |
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Interest bearing |
|
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Total deposits |
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Accrued interest payable |
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Subordinated debt, net |
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Other liabilities |
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Total liabilities |
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Commitments and contingencies (Note 6) |
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Stockholders’ equity: |
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|
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Common stock $ shares issued and 12/31/2021, respectively |
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|
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Preferred stock $ and outstanding at 6/30/2022 and 12/31/2021, respectively |
|
|
|
|
|
|
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Additional paid-in capital, Common stock |
|
|
|
|
|
|
|
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Additional paid-in capital, Preferred stock |
|
|
|
|
|
|
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Retained earnings |
|
|
|
|
|
|
|
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|
Accumulated other comprehensive (loss) income |
|
|
( |
) |
|
|
( |
) |
|
Non-controlling interest |
|
|
|
|
|
|
|
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Common stock in treasury, at cost ( |
|
|
( |
) |
|
|
( |
) |
|
Total stockholders’ equity |
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders’ equity |
|
$ |
|
|
|
$ |
|
|
The accompanying notes are an integral part of the condensed consolidated financial statements.
3
BankGuam Holding Company
Unaudited Condensed Consolidated Statements of Income
(Dollar and Share Amounts in Thousands, Except Per Share Amounts)
|
|
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Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
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2022 |
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2021 |
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2022 |
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2021 |
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||||
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Interest income: |
|
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|
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|
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|
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|
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Loans |
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$ |
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|
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$ |
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$ |
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$ |
|
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Investment securities |
|
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Deposits with banks |
|
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|
|
|
|
|
|
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|
Total interest income |
|
|
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|
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|
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|
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Interest expense: |
|
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|
|
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Savings deposits |
|
|
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|
|
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|
|
|
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Time deposits |
|
|
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Other borrowed funds |
|
|
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|
|
|
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Total interest expense |
|
|
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|
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|
|
|
|
|
|
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|
Net interest income |
|
|
|
|
|
|
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|
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|
|
|
|
|
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Provision for loan losses |
|
|
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|
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|
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|
|
|
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|
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Net interest income, after provision for loan losses |
|
|
|
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|
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|
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|
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|
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Non-interest income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service charges and fees |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain on sale of investment securities |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
Income from merchant services, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Cardholders income, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
Trustee fees |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-interest income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-interest expense: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Salaries and employee benefits |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Occupancy |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Technology, equipment and depreciation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Insurance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Telecommunications |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FDIC assessment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Professional services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contract services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other real estate owned |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stationery and supplies |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
Training and education |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General, administrative and other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-interest expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to noncontrolling interest |
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
- |
|
|
Net income available to BankGuam Holding Company |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock dividend |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Net income attributable to common stockholders |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Earnings per common share (EPS): |
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
- |
|
|
Basic and diluted EPS |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Dividends declared per common share |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Basic and diluted weighted average common shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of the condensed consolidated financial statements.
4
BankGuam Holding Company
Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss)
(in Thousands)
|
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
|
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
||||
|
Net income |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Other comprehensive income (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized holding gain (loss) on available-for-sale securities arising during the period, net of tax |
|
|
( |
) |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Reclassification for (gain) realized on available-for- sale securities |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
Amortization of post-transfer unrealized holding loss on held-to-maturity securities during the period, net of tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other comprehensive income (loss) |
|
|
( |
) |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Total comprehensive income (loss) |
|
$ |
( |
) |
|
$ |
|
|
|
$ |
( |
) |
|
$ |
( |
) |
The accompanying notes are an integral part of the condensed consolidated financial statements.
5
BankGuam Holding Company
Unaudited Condensed Consolidated Statements of Stockholders’ Equity
(Dollar Amounts and Number of Shares in Thousands)
|
|
|
Number of Common Shares |
|
|
Common Stock |
|
|
Preferred Stock |
|
|
Additional Paid-in Capital - Common |
|
|
Additional Paid-in Capital - Preferred |
|
|
Retained Earnings |
|
|
Accumulated Other Comprehensive Loss |
|
|
Treasury Stock |
|
|
Noncontrolling Interests |
|
|
Total |
|
||||||||||
|
Balances, January 1, 2022 |
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
|
$ |
|
|
|
Net income |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
Change in accumulated other comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized loss on available-for-sale securities, net |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
Common stock issued under Employee Stock Purchase Plan & Service Awards |
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
Return of capital from stocks owned by subsidiary |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
|
Cash dividends on common stock |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
|
Cash dividends on preferred stock |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
Balances, March 31, 2022 |
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
|
$ |
|
|
|
Net income |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
Change in accumulated other comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
Unrealized gain on available-for-sale securities, net |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
Return of capital from stocks owned by subsidiary |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Cash dividends on common stock |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
|
Cash dividends on preferred stock |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
Balances, June 30, 2022 |
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Common Shares |
|
|
Common Stock |
|
|
Preferred Stock |
|
|
Additional Paid-in Capital - Common |
|
|
Additional Paid-in Capital - Preferred |
|
|
Retained Earnings |
|
|
Accumulated Other Comprehensive Income |
|
|
Treasury Stock |
|
|
Noncontrolling Interests |
|
|
Total |
|
||||||||||
|
Balances, January 1, 2021 |
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
( |
) |
|
$ |
- |
|
|
$ |
|
|
|
Net income |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
Change in accumulated other comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized gain on available-for-sale securities, net |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
Common stock issued under Employee Stock Purchase Plan & Service Awards |
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
Cash dividends on common stock |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
Cash dividends on preferred stock |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
Balances, March 31, 2021 |
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
- |
|
|
$ |
|
|
|
Net income |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
Change in accumulated other comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized loss on available-for-sale securities, net |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
Common stock issued under Employee Stock Purchase Plan & Service Awards |
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
Cash dividends on common stock |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
Cash dividends on preferred stock |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
Balances, June 30, 2021 |
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
- |
|
|
$ |
|
|
The accompanying notes are an integral part of the condensed consolidated financial statements.
6
BankGuam Holding Company
Unaudited Condensed Consolidated Statements of Cash Flows
(in Thousands)
|
|
|
Six Months Ended June 30, |
|
|||||
|
|
|
2022 |
|
|
2021 |
|
||
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
|
|
|
$ |
|
|
|
Adjustments to reconcile net income to net cash (used in) provided by operating activities: |
|
|
|
|
|
|
|
|
|
Provision for loan losses |
|
|
|
|
|
|
|
|
|
Depreciation |
|
|
|
|
|
|
|
|
|
Amortization of debt issuance costs |
|
|
|
|
|
|
|
|
|
Amortization of fees, discounts and premiums |
|
|
|
|
|
|
|
|
|
Proceeds from sales of loans held for sale |
|
|
|
|
|
|
|
|
|
Origination of loans held for sale |
|
|
( |
) |
|
|
( |
) |
|
Decrease (increase) in mortgage servicing rights |
|
|
|
|
|
|
( |
) |
|
Gross realized gains on sale of available-for-sale securities |
|
|
- |
|
|
|
( |
) |
|
Realized loss on sale of premises and equipment |
|
|
|
|
|
|
|
|
|
Noncash lease expense |
|
|
( |
) |
|
|
|
|
|
Increase in deferred tax asset |
|
|
( |
) |
|
|
( |
) |
|
Net change in operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
Accrued interest receivable |
|
|
|
|
|
|
|
|
|
Other assets |
|
|
( |
) |
|
|
( |
) |
|
Accrued interest payable |
|
|
( |
) |
|
|
( |
) |
|
Lease liability |
|
|
|
|
|
|
( |
) |
|
Other liabilities |
|
|
|
|
|
|
|
|
|
Net cash (used in) provided by operating activities |
|
|
( |
) |
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
Purchases of available-for-sale securities |
|
|
( |
) |
|
|
( |
) |
|
Purchases of held-to-maturity securities |
|
|
( |
) |
|
|
- |
|
|
Proceeds from sales of available-for-sale securities |
|
|
- |
|
|
|
|
|
|
Maturities, prepayments and calls of available-for-sale securities |
|
|
|
|
|
|
|
|
|
Maturities, prepayments and calls of held-to-maturity securities |
|
|
|
|
|
|
|
|
|
Loan originations and principal collections, net |
|
|
( |
) |
|
|
|
|
|
Income from equity investment in unconsolidated subsidiary |
|
|
- |
|
|
|
( |
) |
|
Dividends received from unconsolidated subsidiary |
|
|
- |
|
|
|
|
|
|
Purchase of FHLB stock |
|
|
( |
) |
|
|
( |
) |
|
Proceeds from sales of premises and equipment |
|
|
- |
|
|
|
|
|
|
Purchases of premises and equipment |
|
|
( |
) |
|
|
( |
) |
|
Net cash used in investing activities |
|
|
( |
) |
|
|
( |
) |
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
Net (decrease) increase in deposits |
|
|
( |
) |
|
|
|
|
|
Proceeds from issuance of subordinated debt, net |
|
|
- |
|
|
|
|
|
|
Proceeds from issuance of common stock |
|
|
|
|
|
|
|
|
|
Dividends paid |
|
|
( |
) |
|
|
( |
) |
|
Net cash (used in) provided by financing activities |
|
|
( |
) |
|
|
|
|
|
Net change in cash, cash equivalents and restricted cash |
|
|
( |
) |
|
|
|
|
|
Cash, cash equivalents and restricted cash at beginning of period |
|
|
|
|
|
|
|
|
|
Cash, cash equivalents and restricted cash at end of period |
|
$ |
|
|
|
$ |
|
|
|
Supplemental disclosure of cash flow information: |
|
|
|
|
|
|
|
|
|
Cash paid during the period for: |
|
|
|
|
|
|
|
|
|
Interest |
|
$ |
|
|
|
$ |
|
|
|
Income taxes |
|
$ |
|
|
|
$ |
|
|
|
Supplemental disclosure of noncash investing and financing activities: |
|
|
|
|
|
|
|
|
|
Net change in unrealized loss on held-to-maturity securities, net of tax |
|
$ |
|
|
|
$ |
|
|
|
Net change in unrealized gain on available-for-sale securities, net of tax |
|
$ |
( |
) |
|
$ |
( |
) |
|
Transfer of securities from available-for-sale securities |
|
$ |
- |
|
|
$ |
|
|
|
Transfer of securities to held-to-maturity securities |
|
$ |
- |
|
|
$ |
( |
) |
The accompanying notes are an integral part of the condensed consolidated financial statements.
7
BankGuam Holding Company
Notes to Condensed Consolidated Financial Statements
(in Thousands, Except Per Share Data)
(Unaudited)
Note 1 – Nature of Business
Organization
The accompanying condensed consolidated financial statements include the accounts of BankGuam Holding Company (“Company”) and its wholly-owned subsidiaries, Bank of Guam (“Bank”) and BankGuam Investment Services (“BGIS”). The Company is a Guam corporation organized on October 29, 2010, to act as the holding company of the Bank, a Guam banking corporation, a
Other than holding the shares of the Bank, BGIS and ASC Trust LLC, the Company conducts no significant activities, although it is authorized, with the prior approval of its principal regulator, the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”), to engage in a variety of activities related to the business of banking. Currently, substantially all of the Company’s operations are conducted and substantially all of the assets are owned by the Bank, which accounts for substantially all of our consolidated revenues, expenses and operating income. The Bank provides a variety of financial services to individuals, businesses and governments through its branches. The Bank’s headquarters is located in Hagåtña, Guam. The Bank currently has
For ease of reference we will sometimes refer to the Company and the Bank as “we”, “us” or “our”.
Note 2 – Summary of Significant Accounting Policies and Recent Accounting Pronouncements
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and, therefore, do not include all footnotes that would be required for a full presentation of financial condition, results of operations, changes in cash flows and comprehensive income in accordance with generally accepted accounting principles in the United States (“GAAP”). However, these interim financial statements reflect all adjustments (consisting of normal recurring adjustments and accruals) which, in the opinion of our management, are necessary for a fair presentation of our financial condition, results of operations and cash flows for the interim periods presented.
These unaudited condensed consolidated financial statements have been prepared on a basis consistent with prior periods, and should be read in conjunction with our audited consolidated financial statements as of and for the year ended December 31, 2021, and the notes thereto, included in our Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the U.S. Securities and Exchange Commission (“SEC”) under the Exchange Act on March 28, 2022. Certain prior period amounts have been reclassified to conform to the current period presentation.
Our condensed consolidated financial condition at June 30, 2022, and the condensed consolidated results of operations for the three and six months ended June 30, 2022, are not necessarily indicative of what our financial condition will be at December 31, 2022, or of the results of our operations that may be expected for the full year ending December 31, 2022.
Use of Estimates
The preparation of condensed consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of income and expenses during the periods presented. Actual results could differ from those estimates.
Restricted Cash
Interest-bearing deposits in banks that mature within one year are carried at cost. $
8
COVID-19
The outbreak of a novel coronavirus (“COVID-19”) in 2020 and subsequent impact on public commerce and related business activities continues to impact the Company as well as a broad range of industries in which the Company’s customers operate and, in some instances, impaired their ability to fulfill their financial obligations to the Company. On March 3, 2020, the Federal Open Market Committee (FOMC) reduced the target range for federal funds by
In the United States, the government enacted the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) on March 27, 2020. The CARES Act, among other things, created a $
Currently one branch in Guam remains closed due to renovations, and will reopen upon completion. The Bank continues to provide a secure telecommuting program for those personnel who are able to perform their responsibilities remotely, the computer hardware and software needed to support those tasks, and established teleconferencing capabilities to reduce the number of people in attendance at all of its larger group meetings. The Company has not materially changed its accounting policies or procedures due to COVID-19.
Russia/Ukraine Conflict
The current Russia and Ukraine conflict has raised economic and financial market concerns causing uncertainty and disruption in financial markets globally and further straining an already struggling global supply chain. Furthermore, such events have the potential to adversely impact the availability of commodities, commodity prices, and create global inflationary pressures. These and other effects of the conflict could have a negative impact on the ability of borrowers to repay their obligations to the Bank, which could impact our reserves for loan losses and have an adverse effect on our results of operations.
Recently Adopted Accounting Pronouncements
In March 2020, the FASB issued ASU 2020-04, "Reference Rate Reform (Topic 848), Facilitation of the Effects of Reference Rate Reform on Financial Reporting," which provides temporary optional expedients to ease the financial reporting burdens of the expected market transition from London Interbank Offered Rate (LIBOR) to an alternative reference rate such as Secured Overnight Financing Rate (SOFR). The guidance was effective upon issuance and generally can be applied through December 31, 2022. In , the Company adopted SOFR as a replacement to LIBOR. The Company did not originate loans in 2022 indexed to LIBOR nor enter into modifications which create new LIBOR exposure. The Company believes the adoption of this guidance will not have a material impact on the consolidated financial statements.
Recently Issued but Not Yet Adopted Accounting Pronouncements
In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326)”, to amend the standards for the measurement of credit losses on financial instruments by replacing the historical incurred loss impairment methodology of determining the level of the allowance for loan and lease losses (“ALLL”), including losses associated with available-for-sale securities, with a more decision-useful methodology that reflects expected credit losses over the life of a financial instrument based upon historical experience, current conditions, and reasonable and supportable forecasts in determining the ALLL level, as well as the reserve for off-balance-sheet credit exposures. The Company was preparing to implement ASU 2016-13 when it was scheduled to become effective January 1, 2020, but the FASB announced on October 16, 2019, a delay of the effective date for smaller reporting companies until January 1, 2023. The Company continues to evaluate the impact the new guidance will have on its financial position, results of operations and regulatory risk-based capital. The Company’s current planned approach for estimating lifetime credit losses for its loan portfolio includes the following key components:
• An economic forecast period of
• Segmentation of loans into pools that share common risk characteristics; and
• Used the discounted cash flow (DCF) method to measure credit impairment on most of our loan portfolios and estimate
lifetime credit losses using the conceptual components described above.
Management will recognize a one-time cumulative effect adjustment to the allowance for loan losses as of the first reporting period in which the new standard is effective, but cannot yet estimate the magnitude of the adjustment or the overall impact of the new guidance on the Company’s financial position, results of operations or cash flows.
9
The Company classifies its investment securities as available-for-sale or held-to-maturity. The Company’s investment security portfolio consists of U.S. government-sponsored agencies securities, which has an explicit or implicit guarantee from the U.S. government, are highly rated by major rating agencies, and have a long history of no credit losses. Accordingly, the Company does not anticipate to apply a loss assumption for its investment securities.
Note 3 – Earnings Per Common Share
Basic earnings per common share represent income available to common stockholders divided by the weighted-average number of common shares outstanding during the period. Potential common shares that may be issued by the Company relate to shares subscribed but not yet issued in 2022 and 2021 under the Employee Stock Purchase Plan, and are reported as dilutive options.
Earnings per common share are computed based on reported net income, preferred stock dividends and the following common share data:
|
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
|
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
||||
|
Net income available to BankGuam Holding Company |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Less preferred stock dividends |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Net income attributable to common stockholders |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Weighted average number of common shares outstanding - used to calculate basic and diluted earnings per common share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per common share (EPS): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted EPS |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
10
Note 4 – Investment Securities
The amortized cost and fair value of investment securities, with gross unrealized gains and losses, is presented as follows:
|
|
|
June 30, 2022 |
|
|||||||||||||
|
|
|
Amortized Cost |
|
|
Gross Unrealized Gains |
|
|
Gross Unrealized Losses |
|
|
Estimated Fair Value |
|
||||
|
Securities Available-for-Sale |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. government agency and government sponsored enterprise (GSE) debt securities |
|
$ |
|
|
|
$ |
- |
|
|
$ |
( |
) |
|
$ |
|
|
|
U.S. government agency pool securities |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
U.S. government agency or GSE residential mortgage-backed securities |
|
|
|
|
|
|
- |
|
|
|
( |
) |
|
|
|
|
|
Total |
|
$ |
|
|
|
$ |
|
|
|
$ |
( |
) |
|
$ |
|
|
|
Securities Held-to-Maturity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. government agency and government sponsored enterprise (GSE) debt securities |
|
$ |
|
|
|
$ |
- |
|
|
$ |
( |
) |
|
$ |
|
|
|
U.S. government agency pool securities |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
U.S. government agency or GSE residential mortgage-backed securities |
|
|
|
|
|
|
- |
|
|
|
( |
) |
|
|
|
|
|
Total |
|
$ |
|
|
|
$ |
|
|
|
$ |
( |
) |
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2021 |
|
|||||||||||||
|
|
|
Amortized Cost |
|
|
Gross Unrealized Gains |
|
|
Gross Unrealized Losses |
|
|
Estimated Fair Value |
|
||||
|
Securities Available-for-Sale |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. government agency and government sponsored enterprise (GSE) debt securities |
|
$ |
|
|
|
$ |
- |
|
|
$ |
( |
) |
|
$ |
|
|
|
U.S. government agency pool securities |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
U.S. government agency or GSE residential mortgage-backed securities |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
Total |
|
$ |
|
|
|
$ |
|
|
|
$ |
( |
) |
|
$ |
|
|
|
Securities Held-to-Maturity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. government agency and government sponsored enterprise (GSE) debt securities |
|
$ |
|
|
|
$ |
- |
|
|
$ |
( |
) |
|
$ |
|
|
|
U.S. government agency pool securities |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
U.S. government agency or GSE residential mortgage-backed securities |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
Total |
|
$ |
|
|
|
$ |
|
|
|
$ |
( |
) |
|
$ |
|
|
At June 30, 2022 and December 31, 2021, investment securities with a carrying value of $
Proceeds and gross realized gains from the sales of available-for-sale investment securities for the six months ended June 30, 2022 and 2021 are shown below. There were no sales of investment securities for the three months ended June 30, 2022 and 2021.
|
|
|
Six Months Ended June 30, |
|
|||||
|
|
|
2022 |
|
|
2021 |
|
||
|
Proceeds from sales |
|
$ |
- |
|
|
$ |
|
|
|
Gross realized gains from sales |
|
$ |
- |
|
|
$ |
|
|
|
Gross realized losses from sales |
|
$ |
- |
|
|
$ |
- |
|
11
The amortized cost and estimated fair value of investment securities by contractual maturity at June 30, 2022 and December 31, 2021 are shown below. Actual maturities may differ from contractual maturities because issuers may have the right to call or borrowers the right to prepay obligations with or without call or prepayment penalties. At June 30, 2022, obligations of U.S. government corporations and agencies with amortized costs totaling $
|
|
|
June 30, 2022 |
|
|||||||||||||
|
|
|
Available-for-Sale |
|
|
Held-to-Maturity |
|
||||||||||
|
|
|
Amortized Cost |
|
|
Estimated Fair Value |
|
|
Amortized Cost |
|
|
Estimated Fair Value |
|
||||
|
Due within one year |
|
$ |
|
|
|
$ |
|
|
|
$ |
- |
|
|
$ |
- |
|
|
Due after one but within five years |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Due after five but within ten years |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Due after ten years |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2021 |
|
|||||||||||||
|
|
|
Available-for-Sale |
|
|
Held-to-Maturity |
|
||||||||||
|
|
|
Amortized Cost |
|
|
Estimated Fair Value |
|
|
Amortized Cost |
|
|
Estimated Fair Value |
|
||||
|
Due within one year |
|
$ |
|
|
|
$ |
|
|
|
$ |
- |
|
|
$ |
- |
|
|
Due after one but within five years |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Due after five but within ten years |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Due after ten years |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
12
Temporarily Impaired Securities
The following table shows the gross unrealized losses and fair value of the Company’s investments with unrealized losses that are not deemed to be other-than-temporarily impaired, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at June 30, 2022 and December 31, 2021.
|
|
|
June 30, 2022 |
|
|||||||||||||
|
|
|
Amortized Cost |
|
|
Gross Unrealized Gains |
|
|
Gross Unrealized Losses |
|
|
Estimated Fair Value |
|
||||
|
Securities Available-for-Sale |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. government agency and government sponsored enterprise (GSE) debt securities |
|
$ |
|
|
|
$ |
- |
|
|
$ |
( |
) |
|
$ |
|
|
|
U.S. government agency pool securities |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
U.S. government agency or GSE residential mortgage-backed securities |
|
|
|
|
|
|
- |
|
|
|
( |
) |
|
|
|
|
|
Total |
|
$ |
|
|
|
$ |
|
|
|
$ |
( |
) |
|
$ |
|
|
|
Securities Held-to-Maturity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. government agency and government sponsored enterprise (GSE) debt securities |
|
$ |
|
|
|
$ |
- |
|
|
$ |
( |
) |
|
$ |
|
|
|
U.S. government agency pool securities |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
U.S. government agency or GSE residential mortgage-backed securities |
|
|
|
|
|
|
- |
|
|
|
( |
) |
|
|
|
|
|
Total |
|
$ |
|
|
|
$ |
|
|
|
$ |
( |
) |
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2021 |
|
|||||||||||||
|
|
|
Amortized Cost |
|
|
Gross Unrealized Gains |
|
|
Gross Unrealized Losses |
|
|
Estimated Fair Value |
|
||||
|
Securities Available-for-Sale |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. government agency and government sponsored enterprise (GSE) debt securities |
|
$ |
|
|
|
$ |
- |
|
|
$ |
( |
) |
|
$ |
|
|
|
U.S. government agency pool securities |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
U.S. government agency or GSE residential mortgage-backed securities |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
Total |
|
$ |
|
|
|
$ |
|
|
|
$ |
( |
) |
|
$ |
|
|
|
Securities Held-to-Maturity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. government agency and government sponsored enterprise (GSE) debt securities |
|
$ |
|
|
|
$ |
- |
|
|
$ |
( |
) |
|
$ |
|
|
|
U.S. government agency pool securities |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
U.S. government agency or GSE residential mortgage-backed securities |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
Total |
|
$ |
|
|
|
$ |
|
|
|
$ |
( |
) |
|
$ |
|
|
The investment securities that were in an unrealized loss position as of June 30, 2022, which comprised a total of
Total gross unrealized losses were primarily attributable to changes in market interest rates, relative to when the investment securities were purchased, and not due to any change in 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 likely that the Company will be required to sell the investment securities before recovery of their amortized cost, which may be at maturity. However, the Company may elect to sell certain investment securities with an unrealized loss position in its “available for sale” portfolio as needed to replenish its liquidity.
13
Investment in ASC Trust LLC
On July 6, 2021, with the approval of the Federal Reserve Bank of San Francisco, the Company used $
Note 5 – Loans Held for Sale, Loans and Allowance for Loan Losses
Loans Held for Sale
In its normal course of business, the Bank originates mortgage loans held for sale to the FHLMC. The Bank has elected to measure its residential mortgage loans held for sale at lower of cost or market. Origination fees and costs are recognized in earnings at the time of origination. Loans are sold to FHLMC at par.
During the six months ended June 30, 2022, the Bank originated and sold $
Mortgage loans serviced for others are not included in the accompanying condensed consolidated statements of financial condition. The unpaid principal balances of mortgage loans serviced for others were $
We retain mortgage servicing rights on mortgage loans that we sell. Such rights represent the net positive cash flows generated from the servicing of such mortgage loans and we recognize such rights as assets on our statements of financial condition based on their estimated fair values. We receive servicing fees, less any subservicing costs, on the unpaid principal balances of such mortgage loans. Those fees are collected from the monthly payments made by the mortgagors or from the proceeds of the sale or foreclosure and liquidation of the underlying real property collateralizing the loans. At June 30, 2022 and December 31, 2021, mortgage servicing rights totaled $
Loans
Outstanding loan balances are presented net of unearned income, deferred loan fees, and unamortized discount and premium totaling $
14
The loan portfolio consisted of the following at:
|
|
|
June 30, 2022 |
|
|
December 31, 2021 |
|
||||||||||
|
|
|
Amount |
|
|
Percent |
|
|
Amount |
|
|
Percent |
|
||||
|
Commercial |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial & industrial |
|
$ |
|
|
|
|
|
% |
|
$ |
|
|
|
|
|
% |
|
Commercial mortgage |
|
|
|
|
|
|
|
% |
|
|
|
|
|
|
|
% |
|
Commercial construction |
|
|
|
|
|
|
|
% |
|
|
|
|
|
|
|
% |
|
Commercial agriculture |
|
|
|
|
|
|
|
% |
|
|
|
|
|
|
|
% |
|
Total commercial |
|
|
|
|
|
|
|
% |
|
|
|
|
|
|
|
% |
|
Consumer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Residential mortgage |
|
|
|
|
|
|
|
% |
|
|
|
|
|
|
|
% |
|
Home equity |
|
|
|
|
|
|
|
% |
|
|
|
|
|
|
|
% |
|
Automobile |
|
|
|
|
|
|
|
% |
|
|
|
|
|
|
|
% |
|
Other consumer loans1 |
|
|
|
|
|
|
|
% |
|
|
|
|
|
|
|
% |
|
Total consumer |
|
|
|
|
|
|
|
% |
|
|
|
|
|
|
|
% |
|
Gross loans |
|
|
|
|
|
|
|
% |
|
|
|
|
|
|
|
% |
|
Deferred loan (fees) costs, net |
|
|
( |
) |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
Allowance for loan losses |
|
|
( |
) |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
Loans, net |
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
1 |
|
Paycheck Protection Program
With the passage of the Paycheck Protection Program, or PPP, administered by the Small Business Administration, the Bank actively participated in assisting its customers with applications for resources through the program. PPP loans have either a or a term and earn interest at
On June 5, 2020, the Paycheck Protection Program Flexibility Act of 2020 (the “Flexibility Act”) was signed into law which changed key provisions of the PPP, including provisions relating to the maturity of PPP loans, the deferral of PPP loan payments, and the forgiveness of PPP loans. Under the Flexibility Act, as clarified by the SBA in an October 7, 2020 update, the maturity date for PPP loans funded before June 5, 2020 remained at two years from funding while the maturity date for PPP loans funded after June 5, 2020 was five years from funding. In addition, the Flexibility Act increased the period during which PPP loan proceeds are to be used for purposes that would qualify the loan for forgiveness (the “covered period”) from 8 weeks to 24 weeks, at the borrower’s election, for PPP loans made prior to June 5, 2020, and set the covered period for loans made after June 5, 2020 at 24 weeks from funding. Under the Flexibility Act, PPP borrowers are not required to make any payments of principal or interest before the date on which SBA remits the loan forgiveness amount to the Company (or notifies the Company that no loan forgiveness is allowed) and, although PPP borrowers may submit an application for loan forgiveness at any time prior to the maturity date, if PPP borrowers do not submit a loan forgiveness application within 10 months after the end of their covered period, such borrowers will be required to begin paying principal and interest after that period. For loans originated under the SBA's PPP loan program, interest and principal payment on these loans were originally deferred for six months following the funding date, during which time interest would continue to accrue. The Flexibility Act extended the deferral period for borrower payments of principal, interest, and fees on all PPP loans to the date that the SBA remits the borrower’s loan forgiveness amount to the lender (or, if the borrower does not apply for loan forgiveness, ten months after the end of the borrower’s loan forgiveness covered period). The extension of the deferral period under the Flexibility Act automatically applied to all PPP loans.
15
Allowance for Loan Losses
The allowance for loan losses is evaluated on a quarterly basis by Bank management, and is based upon management’s periodic review of the collectability of loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral, and prevailing economic conditions. This evaluation is inherently subjective, as it requires estimates that are susceptible to significant revision as more information becomes available or conditions change.
The allowance consists of allocated and general components. The allocated component relates to loans that are classified as impaired. ASC 310-10 defines an impaired loan as one for which there is uncertainty concerning collection of all principal and interest per the original contractual terms of the loan. For those loans that are classified as impaired, an allowance is established when the discounted cash flow (or the collateral value or the observable market price) of the impaired loan is lower than the carrying value of the loan. The general component covers unimpaired loans, and is estimated using a loss migration analysis based on historical charge-off experience and expected loss, given the default probability derived from the Bank’s internal risk rating process. The loss migration analysis tracks twelve rolling quarters of loan loss history and industry loss factors to determine historical losses by classification category for each loan type, except certain consumer loans. These calculated loss factors are then applied to outstanding loan balances for all non-impaired loans. Additionally, the allowance consist of internally developed qualitative factors based on interagency guidance which are used to supplement the risks that are not captured by the historical loss migration analysis. These qualitative factors that are determined utilizing external economic factors and internal assessments is applied to each homogeneous loan pool. We also conduct individual loan review analyses, as part of the allowance for loan loss allocation process, applying specific monitoring policies and procedures in analyzing the existing loan portfolio.
Beginning in 2020, management increased the loss attributes in a number of the qualitative factors to more appropriately capture the risks stemming from economic deterioration from COVID-19. The Company continually evaluates these factors and makes adjustments each quarter. During the three and six months ended June 30, 2022, management adjusted the economic risk factors to incorporate the current economic implications, which include fluctuations in tourism, unemployment due to the COVID-19 pandemic and inflationary concerns.
Set forth below is a summary of the Bank’s activity in the allowance for loan losses during the three and six months ended June 30, 2022, and 2021, and the year ended December 31, 2021:
|
|
|
Three Months Ended June 30, 2022 |
|
|
Three Months Ended June 30, 2021 |
|
|
Six Months Ended June 30, 2022 |
|
|
Six Months Ended June 30, 2021 |
|
|
Year Ended December 31, 2021 |
|
|||||
|
Balance, beginning of period |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Charged off loans |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Recoveries on loans previously charged off |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for loan losses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, end of period |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
16
Set forth below is information regarding loan balances and the related allowance for loan losses, by portfolio type, for the three and six months ended June 30, 2022 and 2021, and the year ended December 31, 2021, respectively.
|
|
|
Commercial |
|
|
Residential Mortgages |
|
|
Consumer |
|
|
Total |
|
||||
|
|
|
(Dollars in thousands) |
|
|||||||||||||
|
Six Months Ended June 30, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for loan losses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at beginning of period |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Charge-offs |
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
|
Recoveries |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance balance at end of period related to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans individually evaluated for impairment |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Loans collectively evaluated for impairment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loan balances at end of period: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans individually evaluated for impairment |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Loans collectively evaluated for impairment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for loan losses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at beginning of period |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Charge-offs |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Recoveries |
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
Provision |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance balance at end of period related to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans individually evaluated for impairment |
|
$ |
|
|
|
$ |
- |
|
|
$ |
|
|
|
$ |
|
|
|
Loans collectively evaluated for impairment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loan balances at end of period: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans individually evaluated for impairment |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Loans collectively evaluated for impairment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for loan losses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at beginning of year |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Charge-offs |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Recoveries |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance balance at end of year related to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans individually evaluated for impairment |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Loans collectively evaluated for impairment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loan balances at end of year: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans individually evaluated for impairment |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Loans collectively evaluated for impairment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
17
Credit Quality
The following table provides a summary of the delinquency status of the Bank’s loans by portfolio type:
|
|
|
30-59 Days Past Due |
|
|
60-89 Days Past Due |
|
|
90 Days and Greater Non- Accrual |
|
|
90 Days and Greater Still Accruing |
|
|
Total Past Due |
|
|
Current |
|
|
Total Loans Outstanding |
|
|||||||
|
June 30, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial & industrial |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Commercial mortgage |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial construction |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
Commercial agriculture |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
Total commercial |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Residential mortgage |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Home equity |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
Automobile |
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other consumer 1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total consumer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial & industrial |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Commercial mortgage |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial construction |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
Commercial agriculture |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
Total commercial |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Residential mortgage |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Home equity |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
Automobile |
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other consumer 1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total consumer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
1 |
Comprised of other revolving credit, installment loans, and overdrafts. |
Generally, the accrual of interest on a loan is discontinued when principal or interest payments become more than
18
The following table provides information as of June 30, 2022 and December 31, 2021, with respect to loans on non-accrual status, by portfolio type:
|
|
|
June 30, 2022 |
|
|
December 31, 2021 |
|
||
|
|
|
(Dollars in thousands) |
|
|||||
|
Non-accrual loans: |
|
|
|
|
|
|
|
|
|
Commercial |
|
|
|
|
|
|
|
|
|
Commercial & industrial |
|
$ |
|
|
|
$ |
|
|
|
Commercial mortgage |
|
|
|
|
|
|
|
|
|
Total commercial |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer |
|
|
|
|
|
|
|
|
|
Residential mortgage |
|
$ |
|
|
|
$ |
|
|
|
Other consumer 1 |
|
|
|
|
|
|
|
|
|
Total consumer |
|
|
|
|
|
|
|
|
|
Total non-accrual loans |
|
$ |
|
|
|
$ |
|
|
|
|
1 |
Comprised of other revolving credit, installment loans, and overdrafts. |
Credit Quality Indicators
The Bank uses several credit quality indicators to manage credit risk, including an internal credit risk rating system that categorizes loans into pass, special mention, substandard, formula classified, doubtful or loss categories. Credit risk ratings are applied individually to those classes of loans that have significant or unique credit characteristics and that benefit from a case-by-case evaluation. These are typically loans to businesses or individuals in the classes which comprise the commercial portfolio segment. Groups of loans that are underwritten and structured using standardized criteria and characteristics, such as statistical models (e.g., credit scoring or payment performance), are typically risk-rated and monitored collectively. These are typically loans to individuals in the classes which comprise the consumer portfolio segment.
The following are the definitions of the Bank’s credit quality indicators:
Pass (A): Exceptional: Essentially risk-free credit. These are loans of the highest quality that pose virtually no risk of loss to the Bank. This includes loans fully collateralized by means of a savings account(s) and time certificate(s) of deposit, and by at least
Pass (B): Standard: Multiple, strong sources of repayment. These are loans to borrowers with a demonstrated history of financial and managerial performance. The risk of loss is considered to be low. Loans are well-structured, with clearly identified primary and readily available secondary sources of repayment. These loans may be secured by an equal amount of funds in a savings account or time certificate of deposit. These loans may also be secured by marketable collateral whose value can be reasonably determined through outside appraisals. The borrower characteristically has well supported cash flows and low leverage.
Pass (C): Acceptable: Good primary and secondary sources of repayment. These are loans to borrowers of average financial condition, stability and management expertise. The borrower should be a well-established individual or company with adequate financial resources to withstand short-term fluctuations in the marketplace. The borrower’s financial ratios and trends are favorable. The loans may be unsecured or supported by non-real estate collateral for which the value is more difficult to determine, represent a reasonable credit risk and require an average amount of account officer attention. The borrower’s ability to repay unsecured credit is to be of unquestionable strength.
Pass (D): Monitor: Sufficient primary sources of repayment and an acceptable secondary source of repayment. Acceptable business or individual credit, but the borrower’s operations, cash flows or financial conditions carry average levels of risk. These loans are considered to be collectable in full, but may require a greater-than-average amount of loan officer monitoring. Borrowers are capable of absorbing normal setbacks without failing to meet the terms of the loan agreement.
Special Mention: A Special Mention asset has potential weaknesses that deserve a heightened degree of monitoring. These potential weaknesses may result in a deterioration of the repayment prospects for the asset or in the institution’s credit position at some future date. Special Mention assets are not adversely classified and do not expose an institution to sufficient risk to warrant adverse classification. The Special Mention classification should neither be a compromise between a pass grade and substandard, nor should it be a “catch all” grade to identify any loan that has a policy exception.
19
Substandard: A Substandard asset is inadequately protected by the current sound worth and payment capacity of the obligor or the collateral pledged. Assets so classified must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. Assets classified as substandard are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.
Formula Classified: Formula Classified loans are all loans and credit cards delinquent
Doubtful: A loan with weaknesses well enough defined that eventual repayment in full, on the basis of currently existing facts, conditions and values, is highly questionable, even though certain factors may be present which could improve the status of the loan. The probability of some loss is extremely high, but because of certain known factors that may work to the advantage of strengthening of the assets (i.e. capital injection, perfecting liens on additional collateral, refinancing plans, etc.), its classification as an estimated loss is deferred until its more exact status can be determined.
Loss: Loans classified as “Loss” are considered uncollectible, and are either unsecured or are supported by collateral that is of little to no value. As such, their continuance as recorded assets is not warranted. While this classification does not mandate that a loan has no ultimate recovery value, losses should be taken in the period during which these loans are deemed to be uncollectible. Loans identified as loss are immediately approved for charge-off. The Bank may refer loans to outside collection agencies, attorneys, or its internal collection division to continue collection efforts. Any subsequent recoveries are credited to the Allowance for Loan Losses.
20
The Bank classifies its loan portfolios using internal credit quality ratings, as discussed above under Allowance for Loan Losses.
|
|
|
June 30, 2022 |
|
|
December 31, 2021 |
|
||
|
|
|
(Dollars in thousands) |
|
|||||
|
Pass: |
|
|
|
|
|
|
|
|
|
Commercial & industrial |
|
$ |
|
|
|
$ |
|
|
|
Commercial mortgage |
|
|
|
|
|
|
|
|
|
Commercial construction |
|
|
|
|
|
|
|
|
|
Commercial agriculture |
|
|
|
|
|
|
|
|
|
Residential mortgage |
|
|
|
|
|
|
|
|
|
Home equity |
|
|
|
|
|
|
|
|
|
Automobile |
|
|
|
|
|
|
|
|
|
Other consumer |
|
|
|
|
|
|
|
|
|
Total pass loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Special Mention: |
|
|
|
|
|
|
|
|
|
Commercial & industrial |
|
|
|
|
|
|
|
|
|
Commercial mortgage |
|
|
|
|
|
|
|
|
|
Residential mortgage |
|
|
- |
|
|
|
- |
|
|
Total special mention loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Substandard: |
|
|
|
|
|
|
|
|
|
Commercial & industrial |
|
|
|
|
|
|
|
|
|
Commercial mortgage |
|
|
|
|
|
|
|
|
|
Residential mortgage |
|
|
|
|
|
|
|
|
|
Other consumer |
|
|
- |
|
|
|
|
|
|
Total substandard loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Formula Classified: |
|
|
|
|
|
|
|
|
|
Residential mortgage |
|
|
|
|
|
|
|
|
|
Automobile |
|
|
|
|
|
|
|
|
|
Other consumer |
|
|
|
|
|
|
|
|
|
Total formula classified loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Doubtful: |
|
|
|
|
|
|
|
|
|
Commercial & industrial |
|
|
|
|
|
|
|
|
|
Commercial mortgage |
|
|
|
|
|
|
|
|
|
Total doubtful loans |
|
|
|
|
|
|
|
|
|
Total outstanding loans, gross |
|
$ |
|
|
|
$ |
|
|
Impaired Loans
A loan is considered impaired when, based on current information and events, it is probable that the Bank will be unable to collect the scheduled payments of principal and interest when due according to the original contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed.
Impaired loans include loans that are in non-accrual status and other loans that have been modified in Troubled Debt Restructurings (TDRs), where economic concessions have been granted to borrowers experiencing financial difficulties. These concessions typically result from the Bank’s loss mitigation actions, and could include reductions in the interest rate, payment extensions, forbearance, or other actions taken with the intention of maximizing collections.
Impairment is measured on a loan-by-loan basis for commercial and real estate loans by either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price, or the fair value of the collateral (if the loan is collateral-dependent). Large groups of smaller-balance homogeneous loans, such as consumer loans, are collectively evaluated for impairment. Impairment reserves for these groups of consumer loans are determined using historical loss given default rates for similar loans.
21
The following table sets forth information regarding non-accrual loans and restructured loans at June 30, 2022 and December 31, 2021:
|
|
|
June 30, 2022 |
|
|
December 31, 2021 |
|
||
|
|
|
(Dollars in thousands) |
|
|||||
|
Impaired loans: |
|
|
|
|
|
|
|
|
|
Restructured loans: |
|
|
|
|
|
|
|
|
|
Non-accruing restructured loans |
|
$ |
|
|
|
$ |
|
|
|
Accruing restructured loans |
|
|
|
|
|
|
|
|
|
Total restructured loans |
|
|
|
|
|
|
|
|
|
Other impaired loans |
|
|
|
|
|
|
|
|
|
Total impaired loans |
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
Impaired loans less than 90 days delinquent and included in total impaired loans |
|
$ |
|
|
|
$ |
|
|
The table below contains additional information with respect to impaired loans, by portfolio type, at June 30, 2022 and December 31, 2021:
|
|
|
Recorded Investment |
|
|
Unpaid Principal Balance |
|
|
Average Recorded Investment |
|
|
Interest Income Recognized |
|
||||
|
|
|
(Dollars in thousands) |
|
|||||||||||||
|
June 30, 2022, with no related allowance recorded: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial & industrial |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Commercial mortgage |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Residential mortgage |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other consumer |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
Total impaired loans with no related allowance |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2022, with a related allowance recorded: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial & industrial |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Commercial mortgage |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Residential mortgage |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
Automobile |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other consumer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total impaired loans with a related allowance |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2021, with no related allowance recorded: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial & industrial |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Commercial mortgage |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Residential mortgage |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
Other consumer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
Total impaired loans with no related allowance |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2021, with a related allowance recorded: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial & industrial |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Commercial mortgage |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
Residential mortgage |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Automobile |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other consumer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total impaired loans with a related allowance |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
22
Troubled Debt Restructurings
In accordance with FASB’s Accounting Standards Update No. 2011-02, “A Creditor’s Determination of Whether a Restructuring is a Troubled Debt Restructuring” (ASU No. 2011-02), the Bank had $
Additional information regarding performing and nonperforming TDRs at June 30, 2022 and December 31, 2021 is set forth in the following table:
|
|
|
Number of |
|
|
Pre- Modification Outstanding Recorded |
|
|
Principal |
|
|
Post- Modification Outstanding Recorded |
|
|
Outstanding Balance |
|
|||||||||
|
|
|
Loans |
|
|
Investment |
|
|
Modifications |
|
|
Investment |
|
|
June 30, 2022 |
|
|
December 31, 2021 |
|
||||||
|
Performing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Residential mortgage |
|
|
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
Commercial & industrial |
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial mortgage |
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
Total performing |
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonperforming |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial & industrial |
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial mortgage |
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
Total nonperforming |
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Troubled Debt Restructurings |
|
|
|
|
|
$ |
|
|
|
$ |
- |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Principal modification includes principal forgiveness at the time of modification, contingent principal forgiveness granted over the life of the loan based on borrower performance.
In an effort to constructively work with borrowers affected by the COVID-19 pandemic, the Bank initiated a temporary program in March 2020 to allow for
There were no defaults on troubled debt restructurings following the modification during the six months ended June 30, 2022 and 2021.
The Bank has
Note 6 – Commitments and Contingencies
The Bank is involved in certain legal actions and claims that arise in the ordinary course of business. Management believes that, as a result of its legal defenses and insurance arrangements, none of these matters is expected to have a material adverse effect on the Bank’s, BGIS’s or the Company’s financial condition, results of operations or cash flows.
23
Note 7 – Regulatory Capital Requirements
The Bank is subject to various regulatory capital requirements administered by the United States federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Bank’s, BGIS’s and the Company’s condensed consolidated financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of their assets, liabilities and certain off-balance-sheet items, as calculated under regulatory accounting practices.
Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the following table) of Total and Tier 1 capital (as defined in the regulations) to risk weighted assets (as defined) and of Tier 1 capital (as defined) to average assets (as defined). As of June 30, 2022, and December 31, 2021, the Bank met all capital adequacy requirements to which it is subject.
As of June 30, 2022, the Bank’s capital ratios each exceeded the Federal Deposit Insurance Corporation’s well capitalized standards under the regulatory framework for prompt corrective action. To be categorized as well capitalized, an institution must maintain minimum Total risk-based, Tier 1 risk-based and Tier 1 leverage ratios as set forth in the following table. There are no conditions or events since the Bank’s last regulatory examination that management believes have changed the Bank’s category.
The Company’s actual capital amounts and ratios as of June 30, 2022 and December 31, 2021 are presented in the table below.
|
|
|
Actual |
|
|
For Capital Adequacy Purposes |
|
|
To Be Well Capitalized Under Prompt Corrective Action Provisions |
|
|||||||||||||||
|
|
|
Amount |
|
|
Ratio |
|
|
Amount |
|
|
Ratio |
|
|
Amount |
|
|
Ratio |
|
||||||
|
At June 30, 2022: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Capital (to Risk Weighted Assets) |
|
$ |
|
|
|
|
|
% |
|
$ |
|
|
|
|
|
% |
|
$ |
|
|
|
|
|
% |
|
Tier 1 Capital (to Risk Weighted Assets) |
|
$ |
|
|
|
|
|
% |
|
$ |
|
|
|
|
|
% |
|
$ |
|
|
|
|
|
% |
|
Tier 1 Capital (to Average Assets) |
|
$ |
|
|
|
|
|
% |
|
$ |
|
|
|
|
|
% |
|
$ |
|
|
|
|
|
% |
|
Common Equity Tier 1 Capital (to Risk Weighted Assets) |
|
$ |
|
|
|
|
|
% |
|
$ |
|
|
|
|
|
% |
|
$ |
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2021: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Capital (to Risk Weighted Assets) |
|
$ |
|
|
|
|
|
% |
|
$ |
|
|
|
|
|
% |
|
$ |
|
|
|
|
|
% |
|
Tier 1 Capital (to Risk Weighted Assets) |
|
$ |
|
|
|
|
|
% |
|
$ |
|
|
|
|
|
% |
|
$ |
|
|
|
|
|
% |
|
Tier 1 Capital (to Average Assets) |
|
$ |
|
|
|
|
|
% |
|
$ |
|
|
|
|
|
% |
|
$ |
|
|
|
|
|
% |
|
Common Equity Tier 1 Capital (to Risk Weighted Assets) |
|
$ |
|
|
|
|
|
% |
|
$ |
|
|
|
|
|
% |
|
$ |
|
|
|
|
|
% |
Note 8 – Off-Balance-Sheet Activities
The Bank is a party to credit-related financial instruments with off-balance-sheet risk to meet the financing needs of its customers in the normal course of business. These financial instruments include commitments to extend credit, standby letters of credit, and commercial letters of credit. Such commitments involve, to varying degrees, elements of credit and interest rate risk in addition to the amount reflected in the condensed consolidated financial statements.
24
The Bank’s exposure to credit loss, in the event of nonperformance by the other parties to financial instruments for loan commitments and letters of credit, is represented by the contractual amount of these instruments. The Bank follows the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments.
A summary of financial instruments with off-balance-sheet risk at June 30, 2022 and December 31, 2021 is as follows:
|
|
|
June 30, 2022 |
|
|
December 31, 2021 |
|
||
|
Commitments to extend credit |
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
Letters of credit: |
|
|
|
|
|
|
|
|
|
Standby letters of credit |
|
$ |
|
|
|
$ |
|
|
|
Commercial letters of credit |
|
|
|
|
|
|
|
|
|
Total |
|
$ |
|
|
|
$ |
|
|
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. The commitments for some lines of credit may expire without being drawn upon. Therefore, the total commitment amounts do not necessarily represent future cash requirements. The Bank evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if it is deemed necessary by the Bank upon extension of credit, is based on management’s credit evaluation of the customer.
Commercial and standby letters of credit are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party or the shipment of merchandise from a third party. These letters of credit are primarily issued to support public and private borrowing arrangements. The majority of all letters of credit issued have expiration dates within
The Bank considers its standby and other letters of credit to be payment guarantees. At June 30, 2022, the maximum undiscounted future payments that the Bank could be required to make for all outstanding letters of credit were $
Note 9 – Income Taxes
We record an amount equal to the tax credits, tax loss carry-forwards and tax deductions (“tax benefits”) that we believe will be available to offset or reduce the amounts of income taxes in future periods as a deferred tax asset on our condensed consolidated statements of financial condition. Under applicable federal and state income tax laws and regulations in the United States, such tax benefits will expire if not used within specified periods of time. Accordingly, the ability to fully use the deferred tax asset depends on the amount of taxable income that we generate during those time periods. At least once each year, or more frequently if warranted, we make an estimates of future taxable income that we believe we are likely to generate during those future periods. If we conclude, on the basis of those estimates and the amount of the tax benefits available to us, that it is more likely than not that we will be able to fully utilize those tax benefits prior to their expiration, we recognize the deferred tax asset in full on our balance sheet. On the other hand, if we conclude on the basis of those estimates and the amount of the tax benefits available to us that it has become more likely than not that we will be unable to utilize those tax benefits in full prior to their expiration, then we would establish a (or increase any existing) valuation allowance to reduce the deferred tax asset on our balance sheet to the amount which we believe we are more likely than not to be able to utilize. Such a reduction is implemented by recognizing a non-cash charge that would have the effect of increasing the provision, or reducing any credit, for income taxes that we would otherwise have recorded in our condensed consolidated statements of income. The determination of whether and the extent to which we will be able to utilize our deferred tax asset involves significant management judgments and assumptions that are subject to period-to-period changes as a result of changes in tax laws, changes in the market, or economic conditions that could affect our operating results or variances between our actual operating results and our projected operating results, as well as other factors.
There was
The difference between the effective income tax expense and the income tax expense computed at the Guam statutory rate of
In addition to filing a federal income tax return in Guam, the Bank files income tax returns in the CNMI and the State of California. The Bank is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 2012.
25
Note 10 – Fair Value Measurements
The Bank uses fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. In accordance with ASC Topic 820 “Fair Value Measurements and Disclosures”, the fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is best determined based upon quoted market prices. However, in many instances there are no quoted market prices for the Bank’s various financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument. The fair value guidance of ASC Topic 820 provides a consistent definition of fair value, which focuses on exit price in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants at the measurement date under then-current market conditions. If there has been a significant decrease in the volume and level of activity for the asset or liability, a change in valuation technique or the use of multiple valuation techniques may be appropriate. In such instances, determining the price at which willing market participants would transact at the measurement date under then-current market conditions depends on the facts and circumstances, and requires the use of significant judgment. The fair value is a reasonable point within the range that is most representative of fair value under then-current market conditions.
Fair Value Hierarchy
In accordance with the guidance of ASC Topic 820, the Bank groups its financial assets and financial liabilities generally measured at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value.
|
Level 1: |
Valuation is based on quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 assets and liabilities generally include debt and equity securities that are traded in an active exchange market, as well as certain U.S. Treasury securities that are highly liquid and are actively traded in over-the-counter markets. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities. |
|
Level 2: |
Valuation is based on inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. The valuation may be based on quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability. |
|
Level 3: |
Valuation is based on unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which determination of fair value requires significant management judgment or estimation. |
A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.
26
Financial assets measured at fair value on a recurring basis as of June 30, 2022 and December 31, 2021 are as follows:
|
|
|
Quoted Prices in Active Markets for Identical Assets (Level 1) |
|
|
Significant Other Observable Inputs (Level 2) |
|
|
Significant Unobservable Inputs (Level 3) |
|
|
Total |
|
||||
|
At June 30, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale Securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. treasury notes and bonds |
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
U.S. government agency and government sponsored enterprise (GSE) debt securities |
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
U.S. government agency pool securities |
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
U.S. government agency or GSE |
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
Total fair value of available-for-sale securities |
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
Other assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MSRs |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
Total fair value |
|
$ |
- |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale Securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. treasury notes and bonds |
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
U.S. government agency and government sponsored enterprise (GSE) debt securities |
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
U.S. government agency pool securities |
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
U.S. government agency or GSE |
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
Total fair value of available-for-sale securities |
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
Other assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MSRs |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
Total fair value |
|
$ |
- |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
There were
As of June 30, 2022 and December 31, 2021, the changes in Level 3 assets measured at fair value on a recurring basis are as follows:
|
|
|
June 30, 2022 |
|
|
December 31, 2021 |
|
||
|
Beginning balance |
|
$ |
|
|
|
$ |
|
|
|
Realized and unrealized net losses: |
|
|
|
|
|
|
|
|
|
Included in net income |
|
|
( |
) |
|
|
( |
) |
|
Ending balance |
|
$ |
|
|
|
$ |
|
|
The valuation technique used for Level 3 mortgage servicing rights is their discounted cash flow. Inputs considered in determining Level 3 pricing include the anticipated prepayment rates, discount rates, and cost to service. Significant increases or decreases in any of those inputs in isolation would result in a significantly lower or higher fair value measurement.
27
The following table presents quantitative information about the valuation technique and unobservable inputs applied to Level 3 fair value measurements for financial instruments measured at fair value on a recurring basis:
|
|
|
Estimated Fair Value |
|
|
Valuation Technique |
|
Unobservable Inputs |
|
Range of Inputs |
|
|
Weighted Average Rate |
|
|||
|
June 30, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial instrument: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MSRs |
|
$ |
|
|
|
Discounted Cash Flow |
|
Discount Rate |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
Weighted Average Prepayment Rate (Public Securities Association) |
|
100% |
|
|
|
|
|
|
|
December 31, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial instrument: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MSRs |
|
$ |
|
|
|
Discounted Cash Flow |
|
Discount Rate |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
Weighted Average Prepayment Rate (Public Securities Association) |
|
125% |
|
|
|
|
|
|
There were
Nonrecurring Fair Value Measurements
Under certain circumstances, the Bank makes adjustments to fair value for assets and liabilities even though they are not measured at fair value on an ongoing basis. The Bank did not have any financial instruments carried on the consolidated statements of financial condition by caption and by level in fair value hierarchy for a nonrecurring change in fair value at June 30, 2022 and December 31, 2021, respectively.
The fair value of loans subject to write downs is estimated using the appraised value of the underlying collateral, discounted as necessary due to management’s estimates of changes in economic conditions.
Additionally, the Bank makes adjustments to nonfinancial assets and liabilities even though they are not measured at fair value on an ongoing basis. The Bank does not have nonfinancial assets or liabilities for which a nonrecurring change in fair value has been recorded during the periods ended June 30, 2022 and December 31, 2021.
The following methods and assumptions were used by the Bank in estimating fair value disclosures for financial instruments:
Cash and Cash Equivalents
The carrying amount of cash and short-term instruments approximates fair value based on the short-term nature of the assets.
Interest-Bearing Deposits in Banks
Fair values for other interest-bearing deposits are estimated using discounted cash flow analyses based on current interest rates or yields for similar types of deposits.
Federal Home Loan Bank Stock
The Bank is a member of the FHLB of Des Moines. As a member, we are required to own stock of the FHLB, the amount of which is based primarily on the level of our borrowings from that institution. We also have the right to acquire additional shares of stock in the FHLB; however, to date, we have not done so. It is not practicable to determine the fair value of FHLB stock due to restrictions placed on its transferability.
28
Investment Securities
When quoted prices are available in an active market, the Bank classifies the securities within Level 1 of the valuation hierarchy. Level 1 securities include U.S. Treasury notes and bonds. At June 30, 2022, the Company classified trading securities in Level 1.
If quoted market prices are not available, the Bank estimates fair values using pricing models and discounted cash flows that consider standard input factors such as observable market data, benchmark yields, interest rate volatilities, broker/dealer quotes, and credit spreads. Examples of such instruments, which would generally be classified within Level 2 of the valuation hierarchy, include U.S. GSE obligations, U.S. government agency pool securities, and other securities. Mortgage-backed securities are included in Level 2 if observable inputs are available. In certain cases where there is limited activity or less transparency around inputs to the valuation, the Bank would classify those securities in Level 3. At June 30, 2022 and December 31, 2021, the Bank did not have any Level 3 investment securities.
Loans
For variable-rate loans that re-price frequently and with no significant change in credit risk, fair values are based on carrying values. Fair values for other loans are estimated using discounted cash flow analyses, based upon interest rates currently being offered for loans with similar terms to borrowers of similar credit quality. Fair values for nonperforming loans are estimated using discounted cash flow analyses or underlying collateral values, where applicable. Loans are classified in Level 3.
Mortgage Servicing Rights
The fair value of MSRs is determined using models which depend on estimates of prepayment rates, discount rates and costs to service. MSRs are classified in Level 3.
Deposit Liabilities
The fair values disclosed for demand deposits (for example, interest and non-interest checking, passbook savings and certain types of money market accounts) are, by definition, equal to the amount payable on demand at the reporting date (that is, their carrying amounts). Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies current market interest rates on comparable instruments to a schedule of aggregated expected monthly maturities on time deposits. Deposit liabilities are classified in Level 3.
Short-Term Borrowings
The carrying amounts of federal funds purchased and FHLB advances maturing within
Long-Term Borrowings
The fair value of FHLB advances maturing after
Accrued Interest
The carrying amount of accrued interest approximates fair value.
Off-Balance Sheet Commitments and Contingent Liabilities
Management does not believe it is practicable to provide an estimate of fair value for off-balance sheet commitments or contingent liabilities because of the uncertainty involved in attempting to assess the likelihood and timing of a commitment being drawn upon, coupled with a lack of an established market for these instruments and the wide diversity of fee structures.
29
Fair Value of Other Financial Instruments
The estimated fair values of the Bank’s financial instruments, excluding those assets recorded at fair value on a recurring basis on the Bank’s condensed consolidated statements of financial condition, are as follows:
|
|
|
|
|
|
|
Estimated Fair Value |
|
|||||||||
|
|
|
Carrying Amount |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
||||
|
|
|
(Dollars in thousands) |
|
|||||||||||||
|
June 30, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
|
|
|
$ |
|
|
|
$ |
- |
|
|
$ |
- |
|
|
Restricted cash |
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
Federal Home Loan Bank stock |
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
- |
|
|
Investment securities held-to-maturity |
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
- |
|
|
Loans, net |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
Total |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
Total |
|
$ |
|
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
|
|
|
$ |
|
|
|
$ |
- |
|
|
$ |
- |
|
|
Restricted cash |
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
Federal Home Loan Bank stock |
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
- |
|
|
Investment securities held-to-maturity |
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
- |
|
|
Loans, net |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
Total |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits |
|
$ |
|
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
|
|
|
Total |
|
$ |
|
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
|
|
Note 11 – Comprehensive Income (Loss)
The components of accumulated other comprehensive income (loss), included in stockholders’ equity, are as follows:
|
|
|
June 30, 2022 |
|
|
December 31, 2021 |
|
||
|
Net unrealized (loss) gain on available-for-sale securities |
|
$ |
( |
) |
|
$ |
( |
) |
|
Amounts reclassified from AOCI for (gain) on sale of investment securities available-for-sale included in net income |
|
|
- |
|
|
|
( |
) |
|
Tax effect |
|
|
|
|
|
|
|
|
|
Unrealized holding (loss) gain on available-for-sale securities, net of tax |
|
|
( |
) |
|
|
( |
) |
|
Gross unrealized holding loss on held-to-maturity securities |
|
|
( |
) |
|
|
( |
) |
|
Amortization of unrealized holding loss on held-to-maturity during the period |
|
|
|
|
|
|
|
|
|
Unrealized holding loss on held-to-maturity securities |
|
|
( |
) |
|
|
( |
) |
|
Accumulated other comprehensive (loss) income |
|
$ |
( |
) |
|
$ |
( |
) |
Note 12 – Leases
The Bank leases certain land, office spaces, and storage spaces. Leases with an initial term of 12 months or less are not recorded on the balance sheet. Instead, the Bank recognizes lease expense for these leases on a straight-line basis over the lease term.
30
Certain of our lease agreements include rental payments based on a percentage of the prevailing market value of the lease and the average of the Treasury Bill Rate and the Guam Consumer Price Index figure, and others include rental payments adjusted periodically for inflation. The Bank's lease agreements do not contain any material residual value guarantees or material restrictive covenants.
The Bank leases certain facilities from two separate entities in which two of its directors have separate ownership interests. Lease payments made to these entities during the six months ended June 30, 2022 and 2021 approximated $
Additionally, the Bank leases office space to third parties, with original lease terms ranging from 1 to
The cash flow from operating leases included in the measurement of lease liabilities during the six months ended June 30, 2022 and 2021 were $
The following table summarizes the lease-related assets and liabilities recorded as part of other assets and other liabilities, respectively, in our condensed consolidated statements of financial condition at June 30, 2022 and December 31, 2021:
|
|
|
June 30, 2022 |
|
|
December 31, 2021 |
|
||
|
Assets |
|
|
|
|
|
|
|
|
|
Operating lease right-of-use assets |
|
$ |
|
|
|
$ |
|
|
|
Total lease assets |
|
$ |
|
|
|
$ |
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
Current |
|
|
|
|
|
|
|
|
|
Operating |
|
$ |
|
|
|
$ |
|
|
|
Noncurrent |
|
|
|
|
|
|
|
|
|
Operating |
|
|
|
|
|
|
|
|
|
Total lease liabilities |
|
$ |
|
|
|
$ |
|
|
The operating lease costs and variable lease costs were $
The following table provides the maturities of lease liabilities at June 30, 2022:
|
|
|
Operating Leases (a) |
|
|
Total |
|
||
|
2022 |
|
$ |
|
|
|
$ |
|
|
|
2023 |
|
|
|
|
|
|
|
|
|
2024 |
|
|
|
|
|
|
|
|
|
2025 |
|
|
|
|
|
|
|
|
|
2026 |
|
|
|
|
|
|
|
|
|
After 2026 |
|
|
|
|
|
|
|
|
|
Total lease payments |
|
|
|
|
|
|
|
|
|
Less: Interest (b) |
|
|
|
|
|
|
|
|
|
Present value of lease liabilities (c) |
|
$ |
|
|
|
$ |
|
|
Note: For leases commencing prior to 2019, minimum lease payments exclude payments to landlords for real estate taxes and common area maintenance.
|
|
(a) |
Operating lease payments include $ |
|
|
(b) |
Calculated using the incremental borrowing rate based on the lease term for each lease. |
|
|
(c) |
Includes the current portion of $ |
31
The following table provides the weighted-average lease term and discount rate at June 30, 2022:
|
|
|
June 30, 2022 |
|
|
December 31, 2021 |
|
||
|
Weighted-average remaining lease term (years) |
|
|
|
|
|
|
|
|
|
Operating leases |
|
|
|
|
|
|
|
|
|
Weighted-average discount rate |
|
|
|
|
|
|
|
|
|
Operating leases |
|
|
|
% |
|
|
|
% |
Note 13 – Subordinated Debt
On June 29, 2021, the Company issued $
The 2031 Notes have a term and initially bear interest at a fixed annual rate of
On June 27, 2019, the Company issued $
The 2029 Notes have term and initially bear interest at a fixed annual rate of
Both notes are unsecured, subordinated obligations of the Company only and are not obligations of, and are not guaranteed by, any subsidiary of the Company. The Notes rank junior in right to payment to the Company’s current and future senior indebtedness.
Note 14 – Subsequent Events
On July 25, 2022, the Company held its annual shareholders meeting and the shareholders approved a reverse stock split. The Company expects to complete the transaction in the fourth quarter of 2022, subject to the receipt of all regulatory approvals.
Management has reviewed the events occurring through the date of this report, and there were no subsequent events that require additional disclosure to the accompanying financial statements.
32
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion provides information about the results of operations, financial condition, liquidity, and capital resources of the Company and its wholly-owned subsidiaries, the Bank and BGIS. This information is intended to facilitate the understanding and assessment of significant changes and trends related to our financial condition and the results of operations. This discussion and analysis should be read in conjunction with our condensed consolidated financial statements and the accompanying notes presented elsewhere in this Quarterly Report.
Overview
BankGuam Holding Company (the “Company”) is a Guam corporation organized on October 29, 2010, to act as a holding company of Bank of Guam (the “Bank”), a 17-branch bank serving the communities in Guam, the Commonwealth of the Northern Mariana Islands (“CNMI”), the Federated States of Micronesia (“FSM”), the Republic of the Marshall Islands (“RMI”), the Republic of Palau (“ROP”), and San Francisco, California. On August 15, 2011, the Company acquired all of the outstanding common stock of the Bank in a holding company formation transaction.
In August 2015, the Company chartered a second subsidiary, BankGuam Investment Services (“BGIS”), in an effort to enhance the options and opportunities of our customers to build future income and wealth. BGIS is a registered investment company, primarily involved in providing investment advisory services and trading securities for its customers.
In May 2016, the Company entered into a Stock Purchase Agreement (the “Agreement”) to acquire up to 70% of ASC Trust LLC, formerly ASC Trust Corporation, a Guam trust company. In July 2016, subsequent to the approval of the Federal Reserve Bank of San Francisco in June 2016, the first purchase of 25% of ASC Trust LLC was completed. In July 2019, the Company completed the second purchase of an additional 20% of ASC Trust LLC, bringing its ownership to 45%. As stated in Note 4 – Investment Securities, and with the approval of the Federal Reserve Bank of San Francisco, an additional 25% of ASC Trust LLC was purchased by the Company in July 2021. This transaction brought the Company’s ownership of ASC Trust LLC to 70%, and completes the transactions contemplated by the Agreement. The Company evaluated its ownership in ASC Trust LLC after the last transaction in accordance to ASC 810 – Consolidation, and determined that the Company has control over ASC Trust LLC requiring consolidation. ASC Trust LLC is primarily involved in administering 401(k) retirement plans and other employee benefit programs for its customers.
Other than holding the shares of the Bank, BGIS and ASC Trust LLC, the Company conducts no significant activities, although it is authorized, with the prior approval of its principal regulator, the Board of Governors of the Federal Reserve System, to engage in a variety of activities related to the business of banking. Currently, substantially all of the Company’s operations are conducted and substantially all of its assets are owned by the Bank, which accounts for substantially all of our consolidated revenues, expenses and operating income. The Bank’s headquarters is located in Hagåtña, Guam, and the Bank provides a variety of financial services to individuals, businesses and government entities through its branch network. The Bank’s primary deposit products are demand deposits, savings and time certificates of deposit, and its primary lending products are consumer, commercial and real estate loans. The Bank also provides many other financial services to its customers. In 2021, the Bank permanently closed the Dededo, Harmon and Chalan Piao branches. The Bank has been adding digital channels to its product delivery system for several years. The COVID-19 pandemic accelerated the adoption of those digital channels by our customers, which was considered in our decision to close those branches.
The COVID-19 pandemic and resulting governmental responses impacted our operations in 2022 and 2021.See “Note 2 – Summary of Significant Accounting Policies – COVID-19” for discussion.
33
Summary of Operating Results
The following table provides unaudited comparative information with respect to our results of operations for the three and six months ended June 30, 2022 and 2021, respectively:
|
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||||||||||
|
|
|
2022 Amount |
|
|
2021 Amount |
|
|
% Change |
|
|
2022 Amount |
|
|
2021 Amount |
|
|
% Change |
|
||||||
|
Interest income |
|
$ |
21,850 |
|
|
$ |
20,193 |
|
|
|
8.2 |
% |
|
$ |
42,839 |
|
|
$ |
40,706 |
|
|
|
5.2 |
% |
|
Interest expense |
|
|
518 |
|
|
|
358 |
|
|
|
44.7 |
% |
|
|
1,026 |
|
|
|
710 |
|
|
|
44.5 |
% |
|
Net interest income, before provision for loan losses |
|
|
21,332 |
|
|
|
19,835 |
|
|
|
7.5 |
% |
|
|
41,813 |
|
|
|
39,996 |
|
|
|
4.5 |
% |
|
Provision for loan losses |
|
|
1,425 |
|
|
|
475 |
|
|
|
200.0 |
% |
|
|
2,850 |
|
|
|
2,950 |
|
|
|
-3.4 |
% |
|
Net interest income, after provision for loan losses |
|
|
19,907 |
|
|
|
19,360 |
|
|
|
2.8 |
% |
|
|
38,963 |
|
|
|
37,046 |
|
|
|
5.2 |
% |
|
Non-interest income |
|
|
8,526 |
|
|
|
5,475 |
|
|
|
55.7 |
% |
|
|
15,919 |
|
|
|
9,685 |
|
|
|
64.4 |
% |
|
Non-interest expense |
|
|
23,306 |
|
|
|
17,389 |
|
|
|
34.0 |
% |
|
|
45,426 |
|
|
|
35,261 |
|
|
|
28.8 |
% |
|
Income before income taxes |
|
|
5,127 |
|
|
|
7,446 |
|
|
|
-31.1 |
% |
|
|
9,456 |
|
|
|
11,470 |
|
|
|
-17.6 |
% |
|
Income tax expense |
|
|
998 |
|
|
|
1,536 |
|
|
|
-35.0 |
% |
|
|
1,813 |
|
|
|
2,265 |
|
|
|
-20.0 |
% |
|
Net income |
|
$ |
4,129 |
|
|
$ |
5,910 |
|
|
|
-30.1 |
% |
|
$ |
7,643 |
|
|
$ |
9,205 |
|
|
|
-17.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per common share (EPS): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted EPS |
|
$ |
0.39 |
|
|
$ |
0.59 |
|
|
|
|
|
|
$ |
0.71 |
|
|
$ |
0.92 |
|
|
|
|
|
As the above table indicates, our net income decreased in the three and six months ended June 30, 2022, as compared to the corresponding periods in 2021. In the three months ended June 30, 2022, we recorded net income after taxes of $4.1 million, a decrease of $1.8 million (or 30.1%) as compared to the same period in 2021. The primary reasons for the decrease were the $5.9 million increase in non-interest expense, partially offset by a $3.1 million increase in non-interest income, a $547 thousand increase in net interest income, and a $538 thousand decrease in income tax expense. The increase in non-interest expense is largely due to the increase of $2.3 million in technology, equipment, and depreciation, a $1.6 million increase in salaries and employee benefits, and a $1.6 million increase in general and administrative expenses to include $358 thousand related to ASC Trust LLC.
The increase in non-interest income is largely due to the $3.2 million increase in service charges and fees, primarily due to the fee income from ASC Trust LLC, and the $580 thousand increase in trustee fees, partially offset by the $919 thousand decrease in other income.
In the six months ended June 30, 2022, we recorded $7.6 million in net income, a decrease of $1.6 million (or 17.0%) from $9.2 million during the same period in 2021. The primary reasons for the decrease were an increase of $10.2 million in non-interest expense, partially offset by the $6.2 million increase to non-interest income and the $1.9 million increase to net interest income. The increase in non-interest expense is largely due to the increase of $4.6 million in technology, equipment, and depreciation, the $2.1 million increase in salaries and employee benefits, the $2.5 million increase in general and administrative expenses to include $727 thousand related to ASC Trust LLC, the $483 thousand increase to training and education, and the $414 thousand increase to professional services.
The increase in non-interest income is primarily due to the $7.0 million increase service charges and fees, primarily due to the fee income from ASC Trust LLC, the $430 thousand increase in cardholder and merchant net income, and the $514 thousand increase in trustee fees, partially offset by the $1.5 million decrease in other income.
The following table shows the increase in our net interest margin in the three and six months ended June 30, 2022, and it also indicates the impact that the increase in our net income had on our annualized returns on average assets and average equity. During the three and six months ended June 30, 2022, our return on average equity decreased by 3.93% and increased by 2.42%, respectively as compared to the corresponding period in 2021, and our return on average assets decreased by 21 basis points and increased by 9 basis points, respectively, during the same comparative period.
|
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
|
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
||||
|
Net interest margin |
|
|
3.39 |
% |
|
|
2.86 |
% |
|
|
3.27 |
% |
|
|
3.15 |
% |
|
Return on average assets |
|
|
0.61 |
% |
|
|
0.82 |
% |
|
|
0.78 |
% |
|
|
0.69 |
% |
|
Return on average equity |
|
|
10.54 |
% |
|
|
14.45 |
% |
|
|
13.40 |
% |
|
|
10.98 |
% |
Critical Accounting Policies
The Company’s significant accounting policies are set forth in Note 2 in the Notes to the Company’s Annual Report on Form 10-K for 2021 filed with the SEC on March 28, 2022, and Note 2 of Item 1 in this report. Our unaudited condensed consolidated financial
34
statements are prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and general practices in the banking industry. Certain of those accounting policies are considered critical accounting policies because they require us to make assumptions and judgments regarding circumstances or trends that could affect the carrying values of our material assets, such as assumptions regarding economic conditions or trends that could impact our ability to fully collect our outstanding loans or ultimately realize the carrying values of certain of our other assets, such as securities that are available for sale. If adverse changes were to occur in the events, trends or other circumstances on which our assumptions or judgments have been based, or other unanticipated events were to happen that might affect our operating results, it could become necessary under GAAP for us to reduce the carrying values of the affected assets in our condensed consolidated statements of financial condition. In addition, because reductions in the carrying values of assets are sometimes effectuated by or require charges to income, such reductions also may have the effect of reducing our income.
Results of Operations
Net Interest Income
Net interest income, the primary component of the Bank’s income, refers to the difference between the interest earned on loans, investment securities and other interest-earning assets, and the interest paid on deposits and other borrowed funds. Our interest income and interest expense are affected by a number of factors, some of which are outside of our control, including national and local economic conditions, the monetary policies of the Federal Reserve’s Open Market Committee which affect interest rates, competition in the marketplace for loans and deposits, the demand for loans and the ability of borrowers to meet their payment obligations. Net interest income, when expressed as a percentage of average earning assets, is a banking organization’s “net interest margin.”
The following table sets forth our interest income, interest expense and net interest income, and our annualized net interest margin for the three and six months ended June 30, 2022 and 2021, respectively:
|
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||||||||||
|
|
|
2022 |
|
|
2021 |
|
|
% Change |
|
|
2022 |
|
|
2021 |
|
|
% Change |
|
||||||
|
Interest income |
|
|
21,850 |
|
|
$ |
20,193 |
|
|
|
8.21 |
% |
|
$ |
42,839 |
|
|
$ |
40,706 |
|
|
|
5.24 |
% |
|
Interest expense |
|
|
518 |
|
|
|
358 |
|
|
|
44.69 |
% |
|
|
1,026 |
|
|
|
710 |
|
|
|
44.51 |
% |
|
Net interest income |
|
|
21,332 |
|
|
$ |
19,835 |
|
|
|
7.55 |
% |
|
$ |
41,813 |
|
|
$ |
39,996 |
|
|
|
4.54 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest margin |
|
|
3.39 |
% |
|
|
2.86 |
% |
|
|
0.53 |
% |
|
|
3.27 |
% |
|
|
3.15 |
% |
|
|
0.12 |
% |
Net interest income increased by 7.55% and 4.54%, respectively for the three and six months ended June 30, 2022 as compared to the corresponding period in 2021.
For the three months ended June 30, 2022, net interest income increased by $1.5 million and $1.8 million, respectively, as compared to the same period in 2021. Total interest income increased by $1.7 million due to increases of $1.0 million in earnings on investment securities and $562 thousand from short term investments during the three months ended June 30, 2022, compared to the previous year. The increase in our net interest margin was the result of an increase of 0.56% in the yield on our average earning assets in the three months ended June 30, 2022, as compared to the corresponding period of 2021, the effect of which was partially offset by an increase in the yield on our average earning liabilities by 0.04%, compared to the same comparative period.
Total interest income increased by $2.1 million in the six months ended June 30, 2022, compared to the previous year due to increases of $2.0 million in earnings on investment securities and $674 thousand from short term investments, partially offset by $525 thousand decrease in interest income from loans during the six months ended June 30, 2022, compared to the same comparative period in the previous year.
On March 3, 2020, the Federal Open Market Committee (FOMC) reduced the target range for federal funds by 50 basis points to 1.00% - 1.25%. This rate was further reduced to a target range of 0% - 0.25% on March 16, 2020. Improvements in econcomic conditions as well as accelerating inflation resulted in the FOMC increasing the target range by 25bps to 0.25% - 0.50% on March 16, 2022, 50bps to 0.75% - 1.00% on May 4, 2022, 75bps to 1.50% - 1.75% on June 15, 2022, and by 75bps 2.25% to 2.50% on July 27, 2022. The increase in interest rates is expected to have a positive impact to the Company’s net interest income as loans and securities reprice.
35
Average Balances
Distribution, Rate and Yield
The following table sets forth information regarding our average balance sheet, annualized yields on interest-earning assets and interest rates on interest-bearing liabilities, the interest rate spread and the interest rate margin for the three and six months ended June 30, 2022 and 2021:
|
|
|
Three Months Ended June 30, |
|
|||||||||||||||||||||
|
|
|
2022 |
|
|
2021 |
|
||||||||||||||||||
|
|
|
Average Balance |
|
|
Interest Earned/Paid |
|
|
Average Yield/Rate |
|
|
Average Balance |
|
|
Interest Earned/Paid |
|
|
Average Yield/Rate |
|
||||||
|
Interest earning assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short term investments1 |
|
$ |
336,285 |
|
|
$ |
710 |
|
|
|
0.84 |
% |
|
$ |
733,908 |
|
|
$ |
148 |
|
|
|
0.08 |
% |
|
Investment Securities² |
|
|
874,713 |
|
|
|
3,408 |
|
|
|
1.56 |
% |
|
|
627,809 |
|
|
|
2,400 |
|
|
|
1.53 |
% |
|
Loans³ |
|
|
1,302,894 |
|
|
|
17,732 |
|
|
|
5.44 |
% |
|
|
1,407,787 |
|
|
|
17,645 |
|
|
|
5.01 |
% |
|
Total earning assets |
|
|
2,513,892 |
|
|
|
21,850 |
|
|
|
3.48 |
% |
|
|
2,769,504 |
|
|
|
20,193 |
|
|
|
2.92 |
% |
|
Noninterest earning assets |
|
|
189,359 |
|
|
|
|
|
|
|
|
|
|
|
121,873 |
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
2,703,251 |
|
|
|
|
|
|
|
|
|
|
$ |
2,891,377 |
|
|
|
|
|
|
|
|
|
|
Interest-bearing liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing checking accounts |
|
$ |
370,809 |
|
|
$ |
9 |
|
|
|
0.01 |
% |
|
$ |
346,348 |
|
|
$ |
26 |
|
|
|
0.03 |
% |
|
Savings accounts |
|
|
1,147,453 |
|
|
|
29 |
|
|
|
0.01 |
% |
|
|
1,140,536 |
|
|
|
86 |
|
|
|
0.03 |
% |
|
Certificates of deposit |
|
|
26,263 |
|
|
|
4 |
|
|
|
0.06 |
% |
|
|
28,653 |
|
|
|
8 |
|
|
|
0.11 |
% |
|
Subordinated debt |
|
|
35,000 |
|
|
|
476 |
|
|
|
5.44 |
% |
|
|
21,667 |
|
|
|
238 |
|
|
|
4.39 |
% |
|
Total interest-bearing liabilities |
|
|
1,579,525 |
|
|
|
518 |
|
|
|
0.13 |
% |
|
|
1,537,204 |
|
|
|
358 |
|
|
|
0.09 |
% |
|
Non-interest bearing liabilities |
|
|
967,025 |
|
|
|
|
|
|
|
|
|
|
|
1,190,614 |
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
2,546,550 |
|
|
|
|
|
|
|
|
|
|
|
2,727,818 |
|
|
|
|
|
|
|
|
|
|
Stockholders’ equity |
|
|
156,701 |
|
|
|
|
|
|
|
|
|
|
|
163,559 |
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders’ equity |
|
$ |
2,703,251 |
|
|
|
|
|
|
|
|
|
|
$ |
2,891,377 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income |
|
|
|
|
|
$ |
21,332 |
|
|
|
|
|
|
|
|
|
|
$ |
19,835 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate spread |
|
|
|
|
|
|
|
|
|
|
3.35 |
% |
|
|
|
|
|
|
|
|
|
|
2.82 |
% |
|
Net interest margin |
|
|
|
|
|
|
|
|
|
|
3.39 |
% |
|
|
|
|
|
|
|
|
|
|
2.86 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, |
|
|||||||||||||||||||||
|
|
|
2022 |
|
|
2021 |
|
||||||||||||||||||
|
|
|
Average Balance |
|
|
Interest Earned/Paid |
|
|
Average Yield/Rate |
|
|
Average Balance |
|
|
Interest Earned/Paid |
|
|
Average Yield/Rate |
|
||||||
|
Interest earning assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short term investments1 |
|
$ |
398,751 |
|
|
$ |
889 |
|
|
|
0.45 |
% |
|
$ |
533,633 |
|
|
$ |
215 |
|
|
|
0.08 |
% |
|
Investment securities² |
|
|
862,605 |
|
|
|
6,583 |
|
|
|
1.53 |
% |
|
|
592,848 |
|
|
|
4,599 |
|
|
|
1.55 |
% |
|
Loans³ |
|
|
1,293,868 |
|
|
|
35,367 |
|
|
|
5.47 |
% |
|
|
1,416,142 |
|
|
|
35,892 |
|
|
|
5.07 |
% |
|
Total earning assets |
|
|
2,555,224 |
|
|
|
42,839 |
|
|
|
3.35 |
% |
|
|
2,542,623 |
|
|
|
40,706 |
|
|
|
3.20 |
% |
|
Noninterest earning assets |
|
|
172,785 |
|
|
|
|
|
|
|
|
|
|
|
127,742 |
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
2,728,009 |
|
|
|
|
|
|
|
|
|
|
$ |
2,670,365 |
|
|
|
|
|
|
|
|
|
|
Interest-bearing liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing checking accounts |
|
$ |
386,141 |
|
|
$ |
19 |
|
|
|
0.01 |
% |
|
$ |
334,843 |
|
|
$ |
50 |
|
|
|
0.03 |
% |
|
Savings accounts |
|
|
1,170,084 |
|
|
|
58 |
|
|
|
0.01 |
% |
|
|
1,110,466 |
|
|
|
164 |
|
|
|
0.03 |
% |
|
Certificates of deposit |
|
|
27,627 |
|
|
|
8 |
|
|
|
0.06 |
% |
|
|
28,757 |
|
|
|
20 |
|
|
|
0.14 |
% |
|
Subordinated debt |
|
|
17,500 |
|
|
|
941 |
|
|
|
10.75 |
% |
|
|
18,333 |
|
|
|
476 |
|
|
|
5.19 |
% |
|
Total interest-bearing liabilities |
|
|
1,601,352 |
|
|
|
1,026 |
|
|
|
0.13 |
% |
|
|
1,492,399 |
|
|
|
710 |
|
|
|
0.10 |
% |
|
Non-interest bearing liabilities |
|
|
961,283 |
|
|
|
|
|
|
|
|
|
|
|
1,010,358 |
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
2,562,635 |
|
|
|
|
|
|
|
|
|
|
|
2,502,757 |
|
|
|
|
|
|
|
|
|
|
Stockholders’ equity |
|
|
165,374 |
|
|
|
|
|
|
|
|
|
|
|
167,608 |
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders’ equity |
|
$ |
2,728,009 |
|
|
|
|
|
|
|
|
|
|
$ |
2,670,365 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income |
|
|
|
|
|
$ |
41,813 |
|
|
|
|
|
|
|
|
|
|
$ |
39,996 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate spread |
|
|
|
|
|
|
|
|
|
|
3.22 |
% |
|
|
|
|
|
|
|
|
|
|
3.11 |
% |
|
Net interest margin |
|
|
|
|
|
|
|
|
|
|
3.27 |
% |
|
|
|
|
|
|
|
|
|
|
3.15 |
% |
|
|
1 |
Short term investments consist of interest-bearing deposits that we maintain with other financial institutions. |
36
|
|
2 |
Includes all investment securities in the Available-for-Sale and the Held-to-Maturity classifications. The Bank did not own any tax exempt securities during 2022 and 2021. |
|
|
3 |
Loans include the average balance of non-accrual loans. Loan interest income includes loan fees of $621 thousand and $1.2 million in the three and six months ended June 30, 2022, respectively, and $1.0 million and $2.2 million in the three and six months ended June 30, 2021, respectively. |
For the three and six months ended June 30, 2022, our total average earning assets decreased by $255.6 million and increased by $12.6 million, respectively, as compared to the same period in 2021. The decrease during the three months ended June 30, 2022, compared to the same period in 2021, is attributed to the $397.6 million decrease in our average short term investments and a $104.9 million decrease in our average loan portfolio, partially offset by a $246.9 million increase in our average investment securities. Average noninterest earning assets increased by $67.5 million. In the three and six months ended June 30, 2022, average total interest-bearing liabilities increased by $42.3 million and $109.0 million, respectively, in comparison to the same period in 2021. In the three months ended June 30, 2022, the increase was comprised of the $6.9 million increase in average savings accounts, an $24.5 million increase in average interest-bearing checking accounts, and a $13.3 million increase in subordinated debt, partially offset by a $2.4 million decrease in average certificate of deposit accounts. During the three months ended June 30, 2022, average stockholders’ equity decreased by $6.1 million (3.6%) in comparison to the year-earlier period due to decrease in accumulated other comprehensive loss, due to the increase in market rates.
Our interest rate spread increased by 12 basis points (3.80%), and our net interest margin also increased by 13 basis points (4.03%) in the six months ended June 30, 2022, as compared to the same period in 2021. During the six months ended June 30, 2022, the increase in our interest rate spread is attributed to the 15 basis points (4.72%) increase in the average yield on our interest earning assets, from 3.20% to 3.35%, and the increase in the average rate on our interest-bearing liabilities by 3 basis points from 0.10% to 0.13%. The increase in our interest income is primarily due to the 25 bps rate hike in March 2022, 50bps in May 2022, and 75 bps in June 2022 by the Federal Open Market Committee. This impacted our loan portfolio, investment securities, and short term deposits in other banks, including the Federal Reserve Bank of San Francisco.
37
The following table provides information regarding the changes in interest income and interest expense, attributable to changes in rates and changes in volumes, that contributed to the total change in net interest income for the three and six months ended June 30, 2022, in comparison to the three and six months ended June 30, 2021:
|
|
|
Three Months Ended June 30, 2022 vs. 2021 |
|
|||||||||
|
|
|
(In thousands) |
|
|||||||||
|
|
|
Net Change in |
|
|
Attributable to: |
|
||||||
|
|
|
Interest Income/Expense |
|
|
Change in Rate |
|
|
Change in Volume |
|
|||
|
Interest income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Short term investments |
|
$ |
562 |
|
|
$ |
5,606 |
|
|
$ |
(5,044 |
) |
|
Investment securities |
|
|
1,008 |
|
|
|
184 |
|
|
|
824 |
|
|
Loans |
|
|
87 |
|
|
|
6,058 |
|
|
|
(5,971 |
) |
|
Total interest income |
|
|
1,657 |
|
|
|
11,848 |
|
|
|
(10,191 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing checking accounts |
|
|
(17 |
) |
|
|
(70 |
) |
|
|
53 |
|
|
Savings accounts |
|
|
(57 |
) |
|
|
(229 |
) |
|
|
172 |
|
|
Certificates of deposit |
|
|
(4 |
) |
|
|
(15 |
) |
|
|
11 |
|
|
Other borrowings |
|
|
238 |
|
|
|
227 |
|
|
|
11 |
|
|
Total interest expense |
|
|
160 |
|
|
|
(87 |
) |
|
|
247 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income |
|
$ |
1,497 |
|
|
$ |
11,935 |
|
|
$ |
(10,438 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2022 vs. 2021 |
|
|||||||||
|
|
|
(In thousands) |
|
|||||||||
|
|
|
Net Change in |
|
|
Attributable to: |
|
||||||
|
|
|
Interest Income/Expense |
|
|
Change in Rate |
|
|
Change in Volume |
|
|||
|
Interest income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Short term investments |
|
$ |
674 |
|
|
$ |
1,949 |
|
|
$ |
(1,275 |
) |
|
Investment securities |
|
|
1,984 |
|
|
|
(149 |
) |
|
|
2,133 |
|
|
Loans |
|
|
(525 |
) |
|
|
5,635 |
|
|
|
(6,160 |
) |
|
Total interest income |
|
|
2,133 |
|
|
|
7,435 |
|
|
|
(5,302 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing checking accounts |
|
|
(31 |
) |
|
|
(67 |
) |
|
|
36 |
|
|
Savings accounts |
|
|
(106 |
) |
|
|
(218 |
) |
|
|
112 |
|
|
Certificates of deposit |
|
|
(12 |
) |
|
|
(23 |
) |
|
|
11 |
|
|
Other borrowings |
|
|
465 |
|
|
|
1,020 |
|
|
|
(555 |
) |
|
Total interest expense |
|
|
316 |
|
|
|
712 |
|
|
|
(396 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income |
|
$ |
1,817 |
|
|
$ |
6,723 |
|
|
$ |
(4,906 |
) |
Provision for Loan Losses
We maintain allowances for probable loan losses that are incurred as a normal part of the banking business. As more fully discussed in Note 5 of the notes to the unaudited condensed consolidated financial statements in Item 1 of this Quarterly Report on Form 10-Q, an allowance for loan losses has been established by management in order to provide for those loans which, for a variety of reasons, may not be repaid in their entirety. The allowance is maintained at a level considered by management to be adequate to provide for probable losses that are accrued as of the balance sheet date and based on methodologies applied on a consistent basis with the prior year. Management’s review of the adequacy of the allowance includes, among other things, loan growth, changes in the composition of the loan portfolio, an analysis of past loan loss experience and management’s evaluation of the loan portfolio under current economic conditions.
38
The allowance for loan losses is based on estimates, and ultimate losses will vary from current estimates. The Bank recognizes that credit losses will be experienced and the risk of loss will vary with, among other things: general economic conditions; the type of loan being made; the credit worthiness of the borrower over the term of the loan; and, in the case of a collateralized loan, the quality and valuation of the collateral for such loan. The allowance for loan losses represents the Bank’s best estimate of the allowance necessary to provide for probable losses in the portfolio as of the balance sheet date.
If management determines that it is necessary to increase the allowance for loan losses, a provision for loan losses is recorded. For the three months ended June 30, 2022, the Bank’s provision for loan losses was $1.4 million, which was $950 thousand higher than the corresponding period of 2021. The increase is primarily due to the $2.0 million reversal in the year-earlier period and the reduction in the monthly provision for loan losses from $825 thousand to $475 thousand, which were due to the declining risk in the loan portfolio resulting from the decrease in net charge offs, the decrease in the delinquency ratio, and the decrease in non-accrual loans.
For the six months ended June 30, 2022, the Bank’s provision for loan losses was $2.9 million, which was $100 thousand lower than during the corresponding period of 2021. The decrease is mainly due to the reduction in the monthly provision for loan losses from $825 thousand to $475 thousand. In the three and six months ended June 30, 2022, management adjusted the economic risk factors to incorporate the current economic conditions, which includes fluctuations in tourism, unemployment due to the COVID-19 pandemic and inflationary concerns.
Management believes that the provision recorded was sufficient to offset the incremental risk of loss inherent in the gross loan portfolio of $1.36 billion at June 30, 2022, an increase of $38.9 million from December 31, 2021. The allowance for loan losses at June 30, 2022, was at $35.7 million or 2.63% of total gross loans outstanding as of the balance sheet date, an increase of $1.3 million from December 31, 2021. We recorded net loan charge-offs of $778 thousand and $1.5 million for the three and six months ended June 30, 2022, respectively. See “Analysis of Allowance for Loan Losses” in the Financial Condition Section of Management’s Discussion and Analysis of Financial Condition and Results of Operations for more detailed information.
Non-Interest Income
The table below represents the major components of non-interest income and the changes therein for the three and six months ended June 30, 2022 and 2021:
|
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||||||||||||||||||
|
|
|
2022 Amount |
|
|
2021 Amount |
|
|
Amount Change |
|
|
Percent Change |
|
|
2022 Amount |
|
|
2021 Amount |
|
|
Amount Change |
|
|
Percent Change |
|
||||||||
|
Non-interest income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service charges and fees |
|
$ |
5,099 |
|
|
$ |
1,836 |
|
|
$ |
3,263 |
|
|
|
177.7 |
% |
|
$ |
10,552 |
|
|
$ |
3,506 |
|
|
$ |
7,046 |
|
|
|
201.0 |
% |
|
Gain on sale of investment securities |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
0.0 |
% |
|
|
- |
|
|
|
272 |
|
|
|
(272 |
) |
|
|
-100.0 |
% |
|
Income from merchant services, net |
|
|
891 |
|
|
|
758 |
|
|
|
133 |
|
|
|
17.5 |
% |
|
|
1,543 |
|
|
|
1,406 |
|
|
|
137 |
|
|
|
9.7 |
% |
|
Income from cardholders, net |
|
|
985 |
|
|
|
991 |
|
|
|
(6 |
) |
|
|
-0.6 |
% |
|
|
1,538 |
|
|
|
1,245 |
|
|
|
293 |
|
|
|
23.5 |
% |
|
Trustee fees |
|
|
729 |
|
|
|
149 |
|
|
|
580 |
|
|
|
389.3 |
% |
|
|
815 |
|
|
|
301 |
|
|
|
514 |
|
|
|
170.8 |
% |
|
Other income |
|
|
822 |
|
|
|
1,741 |
|
|
|
(919 |
) |
|
|
-52.8 |
% |
|
|
1,471 |
|
|
|
2,955 |
|
|
|
(1,484 |
) |
|
|
-50.2 |
% |
|
Total non-interest income |
|
$ |
8,526 |
|
|
$ |
5,475 |
|
|
$ |
3,051 |
|
|
|
55.7 |
% |
|
$ |
15,919 |
|
|
$ |
9,685 |
|
|
$ |
6,234 |
|
|
|
64.4 |
% |
For the three months ended June 30, 2022, non-interest income totaled $8.5 million, which represented an increase of $3.1 million (55.7%) as compared to the three months ended June 30, 2021. The increase during the three months ended June 30, 2022, is primarily attributed to the increases in income of $3.3 million from service charges and fees, $580 thousand in trustee fees, and $133 thousand in net income from merchants, partially offset by a $919 thousand decrease in other income. The increase in service charges and fees is primarily due to the $2.6 million in fees generated by ASC Trust activities and an increase in the Bank’s service charges and fee income of $613 thousand.
For the six months ended June 30, 2022, non-interest income totaled $15.9 million, which was an increase of $6.2 million (64.4%) as compared to the six months ended June 30, 2021. The increase during the six months ended June 30, 2022, is primarily attributed the $7.0 million from service charges and fees, of which $5.3 million is from income from ASC Trust LLC, and increases of $514 thousand in trustee fees, $293 thousand net income from cardholders, and $137 thousand in net income from merchant services. This is partially offset by decreases of $272 thousand from gain on sale of investment securities and $1.5 million in other income.
39
Non-interest Expense
The table below represents the major components of non-interest expense and the changes for the three and six months ended June 30, 2022 and 2021:
|
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||||||||||||||||||
|
|
|
2022 Amount |
|
|
2021 Amount |
|
|
Amount Change |
|
|
Percent Change |
|
|
2022 Amount |
|
|
2021 Amount |
|
|
Amount Change |
|
|
Percent Change |
|
||||||||
|
Non-interest expense: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Salaries and employee benefits |
|
$ |
9,616 |
|
|
$ |
8,004 |
|
|
$ |
1,612 |
|
|
|
20.1 |
% |
|
$ |
18,841 |
|
|
$ |
16,700 |
|
|
$ |
2,141 |
|
|
|
12.8 |
% |
|
Occupancy |
|
|
2,443 |
|
|
|
2,132 |
|
|
|
311 |
|
|
|
14.6 |
% |
|
|
4,663 |
|
|
|
4,261 |
|
|
|
402 |
|
|
|
9.4 |
% |
|
Technology, equipment and depreciation |
|
|
5,347 |
|
|
|
3,083 |
|
|
|
2,264 |
|
|
|
73.4 |
% |
|
|
10,668 |
|
|
|
6,024 |
|
|
|
4,644 |
|
|
|
77.1 |
% |
|
Insurance |
|
|
466 |
|
|
|
515 |
|
|
|
(49 |
) |
|
|
-9.5 |
% |
|
|
923 |
|
|
|
1,005 |
|
|
|
(82 |
) |
|
|
-8.2 |
% |
|
Telecommunications |
|
|
405 |
|
|
|
389 |
|
|
|
16 |
|
|
|
4.1 |
% |
|
|
855 |
|
|
|
756 |
|
|
|
99 |
|
|
|
13.1 |
% |
|
FDIC insurance assessment |
|
|
296 |
|
|
|
516 |
|
|
|
(220 |
) |
|
|
-42.6 |
% |
|
|
618 |
|
|
|
860 |
|
|
|
(242 |
) |
|
|
-28.1 |
% |
|
Professional services |
|
|
804 |
|
|
|
627 |
|
|
|
177 |
|
|
|
28.2 |
% |
|
|
1,607 |
|
|
|
1,192 |
|
|
|
415 |
|
|
|
34.8 |
% |
|
Contract services |
|
|
471 |
|
|
|
719 |
|
|
|
(248 |
) |
|
|
-34.5 |
% |
|
|
919 |
|
|
|
1,340 |
|
|
|
(421 |
) |
|
|
-31.4 |
% |
|
Other real estate owned |
|
|
13 |
|
|
|
13 |
|
|
|
- |
|
|
|
0.0 |
% |
|
|
25 |
|
|
|
27 |
|
|
|
(2 |
) |
|
|
-7.4 |
% |
|
Stationery and supplies |
|
|
161 |
|
|
|
(48 |
) |
|
|
209 |
|
|
|
-435.4 |
% |
|
|
330 |
|
|
|
73 |
|
|
|
257 |
|
|
|
352.1 |
% |
|
Training and education |
|
|
307 |
|
|
|
40 |
|
|
|
267 |
|
|
|
667.5 |
% |
|
|
567 |
|
|
|
84 |
|
|
|
483 |
|
|
|
575.0 |
% |
|
General, administrative and other |
|
|
2,978 |
|
|
|
1,399 |
|
|
|
1,579 |
|
|
|
112.9 |
% |
|
|
5,409 |
|
|
|
2,939 |
|
|
|
2,470 |
|
|
|
84.0 |
% |
|
Total non-interest expense |
|
$ |
23,307 |
|
|
$ |
17,389 |
|
|
$ |
5,918 |
|
|
|
34.0 |
% |
|
$ |
45,425 |
|
|
$ |
35,261 |
|
|
$ |
10,164 |
|
|
|
28.8 |
% |
For the three months ended June 30, 2022, non-interest expense totaled $23.3 million, which was an increase of $5.9 million (34.0%) as compared to the same period in 2021. The increase is attributed to the increases of $2.3 million in technology, equipment and depreciation, $1.6 million in salaries and employee benefits, $311 thousand in occupancy, $177 thousand in professional services, $267 thousand in training and education, $209 thousand in stationery and supplies and $1.6 million in general, administrative and other, partially offset by decreases of $248 thousand in contract services and $220 thousand in FDIC insurance assessment.
For the six months ended June 30, 2022, non-interest expense totaled $45.4 million, which represented an increase of $10.2 million (28.8%) as compared to the same period in 2021. The increases are primarily attributed to the $4.6 million increase in technology, equipment, and depreciation, $2.5 million increase in general, administrative and other expense, $2.1 million increase in salaries and employee benefits, $483 thousand increase in training and education, $415 thousand increase in professional services, and $402 thousand increase in occupancy. These expenses were offset by decreases of $421 thousand in contract services and $242 thousand in the FDIC insurance assessment. The increase in general, administrative and other expenses is due to $728 thousand in ASC Trust LLC related expenses, and increases in sundry losses of $884 thousand, advertising expense of $265 thousand, public relations expense of $139 thousand, and donation expense of $100 thousand.
Income Tax Expense
For the three and six months ended June 30, 2022, the Bank recorded income tax expenses of $998 thousand and $1.8 million, respectively. The expense for the three and six months ended June 30, 2022, was $538 thousand and $452 thousand less, respectively, than the income tax expense recorded for the corresponding periods in 2021.
40
Financial Condition
Assets
As of June 30, 2022, total assets were $2.67 billion, a decrease of 4.18% from $2.79 billion at December 31, 2021. This $116.7 million decrease was comprised largely of the $233.8 million decrease in interest bearing deposits in banks, partially offset by the $41.2 million increase in our net investment securities portfolio, a $29.9 million increase in other assets, a rise of $37.8 million in net loans, and a $1.9 million increase in cash and due from banks. The increases in other assets is primarily due to the increase in deferred tax assets of $15.2 million, bank owned life insurance of $10.3 million and right of use lease asset of $5.1 million. The reduction in assets was associated with the $85.4 million decrease in total deposits and a $41.5 million decrease in accumulated other comprehensive loss, due to the increase in market rates, partially offset by a $5.0 million increase in retained earnings and a $5.2 million increase in other liabilities.
Interest-Earning Assets
The following table sets forth the composition of our interest-earning assets at June 30, 2022 as compared to December 31, 2021:
|
|
|
June 30, 2022 |
|
|
December 31, 2021 |
|
|
Variance |
|
|||
|
Interest-earning deposits with financial institutions (including restricted cash) |
|
$ |
287,061 |
|
|
$ |
520,893 |
|
|
$ |
(233,832 |
) |
|
Federal Home Loan Bank stock, at cost |
|
|
3,318 |
|
|
|
2,814 |
|
|
|
504 |
|
|
Investment securities available-for-sale |
|
|
540,595 |
|
|
|
499,366 |
|
|
|
41,229 |
|
|
Investment securities held-to-maturity |
|
|
318,726 |
|
|
|
312,294 |
|
|
|
6,432 |
|
|
Loans, gross |
|
|
1,360,212 |
|
|
|
1,321,321 |
|
|
|
38,891 |
|
|
Total interest-earning assets |
|
$ |
2,509,912 |
|
|
$ |
2,656,688 |
|
|
$ |
(146,776 |
) |
Loans
Commercial & industrial loans are loans to businesses to finance capital purchases and improvements, or to provide cash flow for operations. Commercial mortgage loans include loans secured by real property for purposes such as the purchase or improvement of that property, wherein repayment is derived from the income generated by the real property or from business operations. Residential mortgage loans are loans to consumers to finance the purchase, improvement, or refinance of real property secured by 1-4 family housing units. Consumer loans include loans to individuals to finance personal needs and are either closed- or open-ended loans. Automobile loans fall under the consumer loan category, but the bulk of consumer loans is typically unsecured extensions of credit such as credit card debt and personal signature loans.
A summary of loan balances at June 30, 2022 and December 31, 2021 is as follows:
|
|
|
June 30, 2022 |
|
|
December 31, 2021 |
|
||||||||||
|
|
|
Amount |
|
|
Percent |
|
|
Amount |
|
|
Percent |
|
||||
|
Commercial |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial & industrial |
|
$ |
273,389 |
|
|
|
20.1 |
% |
|
$ |
295,835 |
|
|
|
22.4 |
% |
|
Commercial mortgage |
|
|
761,383 |
|
|
|
56.0 |
% |
|
|
699,269 |
|
|
|
52.9 |
% |
|
Commercial construction |
|
|
8,391 |
|
|
|
0.6 |
% |
|
|
23,588 |
|
|
|
1.8 |
% |
|
Commercial agriculture |
|
|
572 |
|
|
|
0.0 |
% |
|
|
592 |
|
|
|
0.0 |
% |
|
Total commercial |
|
|
1,043,735 |
|
|
|
76.7 |
% |
|
|
1,019,284 |
|
|
|
77.1 |
% |
|
Consumer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Residential mortgage |
|
|
144,519 |
|
|
|
10.6 |
% |
|
|
135,377 |
|
|
|
10.2 |
% |
|
Home equity |
|
|
2,537 |
|
|
|
0.2 |
% |
|
|
2,232 |
|
|
|
0.2 |
% |
|
Automobile |
|
|
17,759 |
|
|
|
1.3 |
% |
|
|
18,220 |
|
|
|
1.4 |
% |
|
Other consumer loans1 |
|
|
151,662 |
|
|
|
11.1 |
% |
|
|
146,208 |
|
|
|
11.1 |
% |
|
Total consumer |
|
|
316,477 |
|
|
|
23.3 |
% |
|
|
302,037 |
|
|
|
22.9 |
% |
|
Gross loans |
|
|
1,360,212 |
|
|
|
100.0 |
% |
|
|
1,321,321 |
|
|
|
100.0 |
% |
|
Deferred loan (fees) costs, net |
|
|
(2,976 |
) |
|
|
|
|
|
|
(3,223 |
) |
|
|
|
|
|
Allowance for loan losses |
|
|
(35,732 |
) |
|
|
|
|
|
|
(34,408 |
) |
|
|
|
|
|
Loans, net |
|
$ |
1,321,504 |
|
|
|
|
|
|
$ |
1,283,690 |
|
|
|
|
|
|
|
1 |
Comprised of other revolving credit, installment loans, and overdrafts. |
41
At June 30, 2022, total gross loans increased by $38.9 million, to $1.36 billion, from $1.32 billion at December 31, 2021. The increase in loans was attributed to a $24.5 million increase in commercial loans to $1.04 billion at June 30, 2022 from $1.02 billion at December 31, 2021 and a $14.4 million increase in consumer loans to $316.5 million at June 30, 2022, from $302.0 million at December 31, 2021. The underlying increase in commercial loans was attributed to a $62.1 million increase in commercial mortgage, partially offset by decreases in commercial & industrial by $22.4 million and commercial construction by $15.2 million. The underlying increase in consumer loans was primarily due to the increases of $9.1 million in residential mortgage loans and $5.5 million in other consumer loans, partially offset by the decrease of $461 thousand in automobile.
With the passage of the Paycheck Protection Program, administered by the Small Business Administration, the Bank actively participated in assisting its customers with applications for resources through the program. PPP loans have either a two-year or a five-year term and earn interest at 1%. The Bank believes that the majority of these loans will ultimately be forgiven by the SBA in accordance with the terms of the program. The Bank approved and funded over $149 million in PPP loans. At June 30, 2022, the outstanding principal balance of PPP loans was at $5.3 million. It is the Bank’s understanding that loans funded through the PPP program are fully guaranteed by the U.S. government. Should those circumstances change, the Bank could be required to establish an additional allowance for loan loss through additional credit loss expense charged to earnings.
At June 30, 2022, loans outstanding were comprised of approximately 71.74% in variable rate loans and 28.26% in fixed rate loans.
Since it first opened in 1972, the Bank has expanded its operations and its branch network, first in Guam, then in the other islands of our region and in San Francisco, California. In the interests of enhancing performance and stability through market and industry diversification, the Bank has increased its focus on growth in the San Francisco area in recent years, adding personnel with experience and expertise in the Bay Area. The following table provides figures for gross loans in the Bank’s administrative regions for June 30, 2022 and December 31, 2021:
|
|
|
June 30, 2022 |
|
|
December 31, 2021 |
|
||
|
Guam |
|
$ |
677,134 |
|
|
$ |
684,435 |
|
|
Commonwealth of the Northern Mariana Islands |
|
|
136,251 |
|
|
|
135,165 |
|
|
The Freely Associated States of Micronesia * |
|
|
90,510 |
|
|
|
89,523 |
|
|
California |
|
|
456,317 |
|
|
|
412,198 |
|
|
Total |
|
$ |
1,360,212 |
|
|
$ |
1,321,321 |
|
|
|
* |
The Freely Associated States (FAS) are comprised of the Federated States of Micronesia (Chuuk, Kosrae, Pohnpei and Yap), the Republic of the Marshall Islands and the Republic of Palau. |
As the table indicates, the Bank’s total gross loans increased by 2.94% during the six months ended June 30, 2022. By way of comparison, loans in the California region increased by $44.1 million, or 10.7%, during the six months ended June 30, 2022. Loans in the Commonwealth of the Northern Mariana Islands increased by $1.1 million or 0.8%, and the Freely Associated States of Micronesia increased by $987 thousand, or 1.1%, during the same period. In the Guam region loans decreased by $7.3 million, or 1.07%, during the six months ended June 30, 2022.
Interest-Earning Deposits and Investment Securities
In the current lending and interest rate environment, and in order to maintain sufficient liquidity in the ordinary course of business, and to account for disbursement of the funds received from the CARES Act, the Bank held $286.9 million in unrestricted interest-earning deposits with financial institutions at June 30, 2022, a decrease of $233.8 million, or 44.9%, from the $520.7 million in such deposits at December 31, 2021. This significant decrease is the result of the disbursement of various funds received from the CARES Act, which were held in cash balances with the Federal Reserve Bank at the end of the reporting period. From December 31, 2021 to June 30, 2022, the Bank’s combined investment portfolio increased by $47.7 million, or 5.9%, from $811.7 million to $859.3 million. The growth in the investment portfolio was comprised of a $41.2 million increase in available-for-sale securities, which increased by 8.26%, from $499.4 million to $540.6 million, and a $6.4 million increase in our holdings of held-to-maturity securities, which increased by 2.6%, from $312.3 million to $318.7 million. Management believes that the Bank maintains an adequate level of liquidity.
42
Nonperforming Loans and Other Nonperforming Assets
Nonperforming loans consist of (i) loans on non-accrual status because we have ceased accruing interest on these loans; (ii) loans 90 days or more past due and still accruing interest; and (iii) restructured loans. Other nonperforming assets consist of real estate properties (OREO) that have been acquired through foreclosure or similar means and which management intends to offer for sale. Loans are placed on non-accrual status when, in the opinion of management, the full and timely collection of principal or interest is in doubt. Generally, the accrual of interest is discontinued when principal or interest payment becomes 90 days past due, unless the loan is adequately collateralized and the loan is in the process of collection. When a loan is placed in non-accrual status, accrued but unpaid interest is reversed against current income. Subsequently, when payments are received on such loans, the amounts are applied to reduce principal, except when the ultimate collectability of principal is probable, in which case accrued loans may be restored to accrual status when principal and interest becomes current and full repayment is expected. Interest income is recognized on an accrual basis for impaired loans not meeting the non-accrual criteria.
The following table contains information regarding our nonperforming assets as well as restructured loans as of June 30, 2022 and December 31, 2021:
|
|
|
June 30, 2022 |
|
|
December 31, 2021 |
|
||
|
Non-accrual loans: |
|
|
|
|
|
|
|
|
|
Commercial & industrial |
|
$ |
7,229 |
|
|
$ |
7,610 |
|
|
Commercial mortgage |
|
|
7,071 |
|
|
|
8,148 |
|
|
Residential mortgage |
|
|
1,760 |
|
|
|
1,660 |
|
|
Other consumer 1 |
|
|
142 |
|
|
|
152 |
|
|
Total non-accrual loans |
|
|
16,202 |
|
|
|
17,570 |
|
|
|
|
|
|
|
|
|
|
|
|
Loans past due 90 days and still accruing: |
|
|
|
|
|
|
|
|
|
Commercial & industrial |
|
|
106 |
|
|
|
106 |
|
|
Commercial mortgage |
|
|
- |
|
|
|
- |
|
|
Residential mortgage |
|
|
4 |
|
|
|
77 |
|
|
Automobile |
|
|
55 |
|
|
|
41 |
|
|
Other consumer1 |
|
|
832 |
|
|
|
866 |
|
|
Total loans past due 90 days and still accruing |
|
|
997 |
|
|
|
1,090 |
|
|
Total nonperforming loans |
|
|
17,199 |
|
|
|
18,660 |
|
|
|
|
|
|
|
|
|
|
|
|
Restructured loans: |
|
|
|
|
|
|
|
|
|
Accruing loans |
|
$ |
33,888 |
|
|
$ |
32,595 |
|
|
Non-accruing loans (included in nonaccrual loans above) |
|
|
4,497 |
|
|
|
6,083 |
|
|
Total restructured loans |
|
$ |
38,385 |
|
|
$ |
38,678 |
|
|
|
1 |
Comprised of other revolving credit, installment loans, and overdrafts. |
The above table indicates that nonperforming loans decreased by $1.5 million during the six months ended June 30, 2022, which resulted from the decrease in total non-accrual loans by $1.4 million, from $16.2 million to $17.6 million. The decrease in total non-accrual loans were due to the decreases of $1.1 million in commercial mortgage and $381 thousand in commercial & industrial loans, partially offset by an increase of $100 thousand in residential mortgage loans.
At June 30, 2022, the Bank’s largest nonperforming loans are six commercial mortgage loans totaling $6.2 million from six relationships of $3.22 million, $749 thousand, $682 thousand, $642 thousand, $497 thousand and $456 thousand, respectively, and one commercial & industrial loan relationship totaling $6.6 million. These loans were placed on non-accrual due to deficiencies in the underlying cash flow to service the monthly loan payments and meet operating expenses. At this time, management believes that the collateral and the allocated allowance for loan losses is adequate to cover these loans; however, should property values deteriorate, additional write-downs or additional provisions may be necessary.
43
Analysis of Allowance for Loan Losses
The allowance for loan losses was $35.7 million, or 2.63% of outstanding gross loans, as of June 30, 2022, as compared to $34.4 million, or 2.60% of outstanding gross loans, at December 31, 2021.
Management maintains an allowance for loan losses to absorb estimated credit losses associated with the loan portfolio. The adequacy of the allowance is determined by management through ongoing quarterly loan quality assessments.
Management assesses the estimated credit losses inherent in the non-classified and classified portions of our loan portfolio by considering a number of factors or elements including:
|
|
• |
Management’s evaluation of the collectability of the loan portfolio; |
|
|
• |
Historical loss experience in the loan portfolio; |
|
|
• |
Levels of and trends in delinquency, classified assets, non-performing and impaired loans; |
|
|
• |
Effects of changes in underwriting standards and other changes in lending policies, procedures and practices; |
|
|
• |
Experience, ability, and depth of lending management and other relevant staff; |
|
|
• |
Local, regional, and national trends and conditions, including industry-specific conditions; |
|
|
• |
The effect of changes in credit concentration; and |
|
|
• |
External factors such as competition, legal and regulatory conditions, as well as typhoons, pandemics such as COVID-19 and other natural disasters. |
Management determines the allowance for the classified loan portfolio and for non-classified loans by applying a percentage loss estimate that is calculated based on the above noted factors and trends. Management normally writes down impaired loans after determining the loan collateral fair value versus the outstanding loan balance. Our analysis of the adequacy of the allowance incorporates the provisions made for our non-classified loans and classified loans.
While management believes it uses the best information available for calculating the allowance, the results of operation could be significantly affected if circumstances differ substantially from the assumptions used in determining the allowance. The current qualitative and quantitative factors used to calculate the allowance are inherently subjective. The estimates and assumptions are subject to changes in economic prospects and regulatory guidelines, and other circumstances over which management has no control. The allowance may prove in the future to be insufficient to cover all of the losses the Bank may incur and it may be necessary to increase the allowance from time to time as a result of monitoring its adequacy.
44
The following table summarizes the changes in our allowance for loan losses:
|
|
|
Commercial |
|
|
Residential Mortgages |
|
|
Consumer |
|
|
Total |
|
||||
|
|
|
(Dollars in thousands) |
|
|||||||||||||
|
Six Months Ended June 30, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for loan losses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at beginning of period |
|
$ |
22,860 |
|
|
$ |
2,304 |
|
|
$ |
9,244 |
|
|
$ |
34,408 |
|
|
Charge-offs |
|
|
(449 |
) |
|
|
- |
|
|
|
(2,199 |
) |
|
|
(2,648 |
) |
|
Recoveries |
|
|
143 |
|
|
|
2 |
|
|
|
977 |
|
|
|
1,122 |
|
|
Provision |
|
|
877 |
|
|
|
137 |
|
|
|
1,836 |
|
|
|
2,850 |
|
|
Ending balance |
|
$ |
23,431 |
|
|
$ |
2,443 |
|
|
$ |
9,858 |
|
|
$ |
35,732 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance balance at end of period related to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans individually evaluated for impairment |
|
$ |
3,513 |
|
|
$ |
33 |
|
|
$ |
907 |
|
|
$ |
4,453 |
|
|
Loans collectively evaluated for impairment |
|
|
19,918 |
|
|
|
2,410 |
|
|
|
8,951 |
|
|
|
31,279 |
|
|
Ending balance |
|
$ |
23,431 |
|
|
$ |
2,443 |
|
|
$ |
9,858 |
|
|
$ |
35,732 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loan balances at end of period: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans individually evaluated for impairment |
|
$ |
12,260 |
|
|
$ |
38,255 |
|
|
$ |
1,093 |
|
|
$ |
51,608 |
|
|
Loans collectively evaluated for impairment |
|
|
1,031,475 |
|
|
|
108,801 |
|
|
|
168,328 |
|
|
|
1,308,604 |
|
|
Ending balance |
|
$ |
1,043,735 |
|
|
$ |
147,056 |
|
|
$ |
169,421 |
|
|
$ |
1,360,212 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for loan losses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at beginning of period |
|
$ |
21,213 |
|
|
$ |
1,990 |
|
|
$ |
11,602 |
|
|
$ |
34,805 |
|
|
Charge-offs |
|
|
(77 |
) |
|
|
(4 |
) |
|
|
(2,675 |
) |
|
|
(2,756 |
) |
|
Recoveries |
|
|
156 |
|
|
|
- |
|
|
|
938 |
|
|
|
1,094 |
|
|
Provision |
|
|
2,134 |
|
|
|
367 |
|
|
|
449 |
|
|
|
2,950 |
|
|
Ending balance |
|
$ |
23,426 |
|
|
$ |
2,353 |
|
|
$ |
10,314 |
|
|
$ |
36,093 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance balance at end of period related to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans individually evaluated for impairment |
|
$ |
3,503 |
|
|
$ |
- |
|
|
$ |
1,041 |
|
|
$ |
4,544 |
|
|
Loans collectively evaluated for impairment |
|
|
19,923 |
|
|
|
2,353 |
|
|
|
9,273 |
|
|
|
31,549 |
|
|
Ending balance |
|
$ |
23,426 |
|
|
$ |
2,353 |
|
|
$ |
10,314 |
|
|
$ |
36,093 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loan balances at end of period: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans individually evaluated for impairment |
|
$ |
61,338 |
|
|
$ |
2,141 |
|
|
$ |
1,162 |
|
|
$ |
64,641 |
|
|
Loans collectively evaluated for impairment |
|
|
1,027,531 |
|
|
|
130,059 |
|
|
|
175,443 |
|
|
|
1,333,033 |
|
|
Ending balance |
|
$ |
1,088,869 |
|
|
$ |
132,200 |
|
|
$ |
176,605 |
|
|
$ |
1,397,674 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for loan losses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at beginning of year |
|
$ |
21,213 |
|
|
$ |
1,990 |
|
|
$ |
11,602 |
|
|
$ |
34,805 |
|
|
Charge-offs |
|
|
(115 |
) |
|
|
(99 |
) |
|
|
(4,736 |
) |
|
|
(4,950 |
) |
|
Recoveries |
|
|
578 |
|
|
|
1 |
|
|
|
1,824 |
|
|
|
2,403 |
|
|
Provision |
|
|
1,184 |
|
|
|
412 |
|
|
|
554 |
|
|
|
2,150 |
|
|
Ending balance |
|
$ |
22,860 |
|
|
$ |
2,304 |
|
|
$ |
9,244 |
|
|
$ |
34,408 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance balance at end of year related to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans individually evaluated for impairment |
|
$ |
3,510 |
|
|
$ |
50 |
|
|
$ |
941 |
|
|
$ |
4,501 |
|
|
Loans collectively evaluated for impairment |
|
|
19,350 |
|
|
|
2,254 |
|
|
|
8,303 |
|
|
|
29,907 |
|
|
Ending balance |
|
$ |
22,860 |
|
|
$ |
2,304 |
|
|
$ |
9,244 |
|
|
$ |
34,408 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loan balances at end of year: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans individually evaluated for impairment |
|
$ |
48,459 |
|
|
$ |
2,265 |
|
|
$ |
1,059 |
|
|
$ |
51,783 |
|
|
Loans collectively evaluated for impairment |
|
|
970,825 |
|
|
|
135,343 |
|
|
|
163,370 |
|
|
|
1,269,538 |
|
|
Ending balance |
|
$ |
1,019,284 |
|
|
$ |
137,608 |
|
|
$ |
164,429 |
|
|
$ |
1,321,321 |
|
Management evaluates all impaired loans not less frequently than quarterly in conjunction with our calculation and determination of the adequacy of the allowance for loan losses.
45
The Bank has two significant borrowing relationships in bankruptcy totaling $9.8 million at June 30, 2022. The Bank has calculated a specific reserve within the allowance for one of the borrowing relationships in bankruptcy in the amount of $3.5 million. In March 2022, a court ruling increased the availability of assets for one of the borrowing relationships in bankruptcy to satisfy its outstanding liabilities. The Bank believes it has sufficient collateral coverage to protect its current exposure in these matters, however due to the complexities of the bankruptcy cases and uncertainties surrounding ongoing negotiations, the ultimate outcomes may result in losses.
Total Cash and Cash Equivalents
Total cash and cash equivalents were $325.4 million and $557.4 million at June 30, 2022 and December 31, 2021, respectively. The decrease is the result of the disbursement of various funds received from the CARES Act. This balance, which is comprised of cash and due from bank balances and interest-bearing deposits that we maintain at other financial institutions (including the Federal Reserve Bank of San Francisco, but excepting restricted cash), will vary depending on daily cash settlement activities, the amount of highly liquid assets needed based on known events such as the repayment of borrowings and scheduled withdrawals, and actual cash on hand in the Bank’s branches.
The following table sets forth the composition of our cash and cash equivalent balances at June 30, 2022 and December 31, 2021:
|
|
|
June 30, 2022 |
|
|
December 31, 2021 |
|
|
Variance |
|
|||
|
Cash and due from banks |
|
$ |
38,529 |
|
|
$ |
36,660 |
|
|
$ |
1,869 |
|
|
Interest-bearing deposits with financial institutions |
|
|
286,911 |
|
|
|
520,743 |
|
|
|
(233,832 |
) |
|
Total cash and cash equivalents |
|
$ |
325,440 |
|
|
$ |
557,403 |
|
|
$ |
(231,963 |
) |
Investment Securities
The Bank manages its securities portfolio to provide a source of both liquidity and earnings. The Bank has an Asset/Liability Committee (“ALCO”) that develops and recommends current investment policies to the Board of Directors based on its operating needs and market circumstances. The Bank’s overall investment policy is formally reviewed and approved annually by the Board of Directors, and the Asset/Liability Committee is responsible for monitoring and reporting compliance with the investment policy. Investment portfolio reports are provided to the Board of Directors on a monthly basis.
46
At June 30, 2022, the carrying value of the investment securities portfolio (excluding ASC Trust LLC stock and Federal Home Loan Bank stock) totaled $859.3 million, which represents a $47.6 million increase from the portfolio balance of $811.7 million at December 31, 2021. The table below sets forth the amortized cost and fair value of our investment securities portfolio, with gross unrealized gains and losses, at June 30, 2022 and December 31, 2021:
|
|
|
June 30, 2022 |
|
|||||||||||||
|
|
|
Amortized Cost |
|
|
Gross Unrealized Gains |
|
|
Gross Unrealized Losses |
|
|
Estimated Fair Value |
|
||||
|
Securities Available-for-Sale |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. government agency and government sponsored enterprise (GSE) debt securities |
|
$ |
114,971 |
|
|
$ |
- |
|
|
$ |
(16,550 |
) |
|
$ |
98,421 |
|
|
U.S. government agency pool securities |
|
|
66,784 |
|
|
|
12 |
|
|
|
(463 |
) |
|
|
66,333 |
|
|
U.S. government agency or GSE residential mortgage-backed securities |
|
|
419,079 |
|
|
|
- |
|
|
|
(43,238 |
) |
|
|
375,841 |
|
|
Total |
|
$ |
600,834 |
|
|
$ |
12 |
|
|
$ |
(60,251 |
) |
|
$ |
540,595 |
|
|
Securities Held-to-Maturity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. government agency and government sponsored enterprise (GSE) debt securities |
|
$ |
276,748 |
|
|
$ |
- |
|
|
$ |
(52,572 |
) |
|
$ |
224,176 |
|
|
U.S. government agency pool securities |
|
|
2,143 |
|
|
|
2 |
|
|
|
(44 |
) |
|
|
2,101 |
|
|
U.S. government agency or GSE residential mortgage-backed securities |
|
|
39,835 |
|
|
|
- |
|
|
|
(4,418 |
) |
|
|
35,417 |
|
|
Total |
|
$ |
318,726 |
|
|
$ |
2 |
|
|
$ |
(57,034 |
) |
|
$ |
261,694 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2021 |
|
|||||||||||||
|
|
|
Amortized Cost |
|
|
Gross Unrealized Gains |
|
|
Gross Unrealized Losses |
|
|
Estimated Fair Value |
|
||||
|
Securities Available-for-Sale |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. government agency and government sponsored enterprise (GSE) debt securities |
|
$ |
114,969 |
|
|
$ |
- |
|
|
$ |
(4,007 |
) |
|
$ |
110,962 |
|
|
U.S. government agency pool securities |
|
|
21,106 |
|
|
|
2 |
|
|
|
(247 |
) |
|
|
20,861 |
|
|
U.S. government agency or GSE residential mortgage-backed securities |
|
|
369,419 |
|
|
|
1,957 |
|
|
|
(3,833 |
) |
|
|
367,543 |
|
|
Total |
|
$ |
505,494 |
|
|
$ |
1,959 |
|
|
$ |
(8,087 |
) |
|
$ |
499,366 |
|
|
Securities Held-to-Maturity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. government agency and government sponsored enterprise (GSE) debt securities |
|
$ |
276,188 |
|
|
$ |
- |
|
|
$ |
(1,621 |
) |
|
$ |
274,567 |
|
|
U.S. government agency pool securities |
|
|
3,028 |
|
|
|
8 |
|
|
|
(45 |
) |
|
|
2,991 |
|
|
U.S. government agency or GSE residential mortgage-backed securities |
|
|
33,078 |
|
|
|
105 |
|
|
|
(369 |
) |
|
|
32,814 |
|
|
Total |
|
$ |
312,294 |
|
|
$ |
113 |
|
|
$ |
(2,035 |
) |
|
$ |
310,372 |
|
At June 30, 2022 and December 31, 2021, investment securities with a carrying value of $677.2 million and $558.8 million, respectively, were pledged to secure various government deposits and other public requirements.
47
The amortized cost and fair value of investment securities by contractual maturity at June 30, 2022 and December 31, 2021, follows:
|
|
|
June 30, 2022 |
|
|||||||||||||
|
|
|
Available-for-Sale |
|
|
Held-to-Maturity |
|
||||||||||
|
|
|
Amortized Cost |
|
|
Estimated Fair Value |
|
|
Amortized Cost |
|
|
Estimated Fair Value |
|
||||
|
Due within one year |
|
$ |
8 |
|
|
$ |
8 |
|
|
$ |
- |
|
|
$ |
- |
|
|
Due after one but within five years |
|
|
6,312 |
|
|
|
6,184 |
|
|
|
2,864 |
|
|
|
2,759 |
|
|
Due after five but within ten years |
|
|
160,317 |
|
|
|
141,832 |
|
|
|
60,235 |
|
|
|
51,913 |
|
|
Due after ten years |
|
|
434,197 |
|
|
|
392,571 |
|
|
|
255,627 |
|
|
|
207,022 |
|
|
Total |
|
$ |
600,834 |
|
|
$ |
540,595 |
|
|
$ |
318,726 |
|
|
$ |
261,694 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2021 |
|
|||||||||||||
|
|
|
Available-for-Sale |
|
|
Held-to-Maturity |
|
||||||||||
|
|
|
Amortized Cost |
|
|
Estimated Fair Value |
|
|
Amortized Cost |
|
|
Estimated Fair Value |
|
||||
|
Due within one year |
|
$ |
105 |
|
|
$ |
105 |
|
|
$ |
- |
|
|
$ |
- |
|
|
Due after one but within five years |
|
|
8,331 |
|
|
|
8,377 |
|
|
|
1,228 |
|
|
|
1,246 |
|
|
Due after five but within ten years |
|
|
151,682 |
|
|
|
148,389 |
|
|
|
62,925 |
|
|
|
62,257 |
|
|
Due after ten years |
|
|
345,376 |
|
|
|
342,495 |
|
|
|
248,141 |
|
|
|
246,869 |
|
|
Total |
|
$ |
505,494 |
|
|
$ |
499,366 |
|
|
$ |
312,294 |
|
|
$ |
310,372 |
|
48
Temporarily Impaired Securities
The following table shows the gross unrealized losses and fair value of investments with unrealized losses that are not deemed to be other-than-temporarily impaired, aggregated by investment category and the length of time that individual securities have been in a continuous unrealized loss position at June 30, 2022 and December 31, 2021:
|
|
|
June 30, 2022 |
|
|||||||||||||||||||||
|
|
|
Less Than Twelve Months |
|
|
More Than Twelve Months |
|
|
Total |
|
|||||||||||||||
|
|
|
Unrealized Losses |
|
|
Estimated Fair Value |
|
|
Unrealized Losses |
|
|
Estimated Fair Value |
|
|
Unrealized Losses |
|
|
Estimated Fair Value |
|
||||||
|
Securities Available for Sale |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. government agency and government sponsored enterprise (GSE) debt securities |
|
$ |
- |
|
|
$ |
- |
|
|
$ |
(16,550 |
) |
|
$ |
98,421 |
|
|
$ |
(16,550 |
) |
|
$ |
98,421 |
|
|
U.S. government agency pool securities |
|
|
(393 |
) |
|
|
55,607 |
|
|
|
(70 |
) |
|
|
1,465 |
|
|
|
(463 |
) |
|
|
57,072 |
|
|
U.S. government agency or GSE residential mortgage-backed securities |
|
|
(42,188 |
) |
|
|
369,705 |
|
|
|
(1,050 |
) |
|
|
6,136 |
|
|
|
(43,238 |
) |
|
|
375,841 |
|
|
Total |
|
$ |
(42,581 |
) |
|
$ |
425,312 |
|
|
$ |
(17,670 |
) |
|
$ |
106,022 |
|
|
$ |
(60,251 |
) |
|
$ |
531,334 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities Held to Maturity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
US government agency and sponsored Agencies (GSE) debt securities |
|
$ |
(27,604 |
) |
|
$ |
94,701 |
|
|
$ |
(24,968 |
) |
|
$ |
129,476 |
|
|
$ |
(52,572 |
) |
|
$ |
224,177 |
|
|
U.S. government agency pool securities |
|
|
(40 |
) |
|
|
1,092 |
|
|
|
(4 |
) |
|
|
46 |
|
|
|
(44 |
) |
|
|
1,138 |
|
|
U.S. government agency or GSE residential mortgage-backed securities |
|
|
(4,376 |
) |
|
|
35,152 |
|
|
|
(42 |
) |
|
|
265,069 |
|
|
|
(4,418 |
) |
|
|
300,221 |
|
|
Total |
|
$ |
(32,020 |
) |
|
$ |
130,945 |
|
|
$ |
(25,014 |
) |
|
$ |
394,591 |
|
|
$ |
(57,034 |
) |
|
$ |
525,536 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2021 |
|
|||||||||||||||||||||
|
|
|
Less Than Twelve Months |
|
|
More Than Twelve Months |
|
|
Total |
|
|||||||||||||||
|
|
|
Unrealized Losses |
|
|
Estimated Fair Value |
|
|
Unrealized Losses |
|
|
Estimated Fair Value |
|
|
Unrealized Losses |
|
|
Estimated Fair Value |
|
||||||
|
Securities Available for Sale |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. government agency and government sponsored enterprise (GSE) debt securities |
|
$ |
(2,824 |
) |
|
$ |
82,145 |
|
|
$ |
(1,183 |
) |
|
$ |
28,817 |
|
|
$ |
(4,007 |
) |
|
$ |
110,962 |
|
|
U.S. government agency pool securities |
|
|
(71 |
) |
|
|
5,127 |
|
|
|
(176 |
) |
|
|
14,743 |
|
|
|
(247 |
) |
|
|
19,870 |
|
|
U.S. government agency or GSE residential mortgage-backed securities |
|
|
(3,833 |
) |
|
|
290,573 |
|
|
|
- |
|
|
|
- |
|
|
|
(3,833 |
) |
|
|
290,573 |
|
|
Total |
|
$ |
(6,728 |
) |
|
$ |
377,845 |
|
|
$ |
(1,359 |
) |
|
$ |
43,560 |
|
|
$ |
(8,087 |
) |
|
$ |
421,405 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities Held to Maturity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. government agency and government sponsored enterprise (GSE) debt securities |
|
$ |
(1,395 |
) |
|
$ |
159,840 |
|
|
$ |
(226 |
) |
|
$ |
114,726 |
|
|
$ |
(1,621 |
) |
|
$ |
274,566 |
|
|
U.S. government agency pool securities |
|
|
(37 |
) |
|
|
1,507 |
|
|
|
(8 |
) |
|
|
403 |
|
|
|
(45 |
) |
|
|
1,910 |
|
|
U.S. government agency or GSE residential mortgage-backed securities |
|
|
(362 |
) |
|
|
28,498 |
|
|
|
(7 |
) |
|
|
529 |
|
|
|
(369 |
) |
|
|
29,027 |
|
|
Total |
|
$ |
(1,794 |
) |
|
$ |
189,845 |
|
|
$ |
(241 |
) |
|
$ |
115,658 |
|
|
$ |
(2,035 |
) |
|
$ |
305,503 |
|
The Company does not believe that any of the investment securities that were in an unrealized loss position as of June 30, 2022, which included a total of 232 securities, were other-than-temporarily impaired. Specifically, the 232 securities were comprised of 39 Small Business Administration Pool securities, 26 agency securities issued by Federal Home Loan Bank (FHLB), 34 mortgaged-backed securities and 19 agency securities issued by Federal Home Loan Mortgage Corporation (FHLMC), 75 mortgaged-backed securities and 1 agency security issued by Federal National Mortgage Association (FNMA), 20 mortgaged-backed securities issued by Government National Mortgage Association (GNMA) and 18 agency securities issued by Federal Farm Credit Banks (FFCB).
Total gross unrealized losses were primarily attributable to changes in interest rates relative to when the investment securities were purchased, and not due to changes in the credit quality of the investment securities. The Bank does not intend to sell the investment
49
securities that are in an unrealized loss position and it is not likely that, except as needed to fund our liquidity position, the Bank will be required to sell the investment securities before recovery of their amortized cost bases, which may be at maturity.
Deposits
At June 30, 2022, total deposit liabilities decreased by $85.4 million from $2.53 billion at December 31, 2021. Non-interest bearing deposits decreased by $60.3 million, to $921.3 million at June 30, 2022, compared to $981.5 million at December 31, 2021, and interest bearing deposits decreased by $25.2 million, to $1.53 billion at June 30, 2022, from $1.55 billion at December 31, 2021. The 3.37% decrease in total deposits was primarily due to the disbursement of funds from various COVID-19 federal relief programs.
The following table sets forth the composition of our interest-bearing deposit portfolio with the balances and average interest rates at June 30, 2022 and December 31, 2021, respectively:
|
|
|
June 30, 2022 |
|
|
December 31, 2021 |
|
||||||||||
|
|
|
Balance |
|
|
Average rate |
|
|
Balance |
|
|
Average rate |
|
||||
|
Interest-bearing checking accounts |
|
$ |
368,616 |
|
|
|
0.01 |
% |
|
$ |
401,753 |
|
|
|
0.03 |
% |
|
Savings accounts |
|
|
1,131,747 |
|
|
|
0.01 |
% |
|
|
1,123,499 |
|
|
|
0.03 |
% |
|
Certificates of deposit |
|
|
26,179 |
|
|
|
0.06 |
% |
|
|
26,442 |
|
|
|
0.12 |
% |
|
Total interest-bearing deposits |
|
$ |
1,526,542 |
|
|
|
0.01 |
% |
|
$ |
1,551,694 |
|
|
|
0.03 |
% |
As mentioned earlier, the Bank has expanded its operations and its branch network since it first opened in 1972, first in Guam, then in the other islands of our region and in San Francisco, California. As time has passed, the Bank has gathered market share in each of the islands. In recent years, in order to diversify its geographic market, the Bank has increased its focus on growth in the California region. The following table provides figures for deposits in the Bank’s administrative regions at June 30, 2022 and December 31, 2021:
|
|
|
June 30, 2022 |
|
|
December 31, 2021 |
|
||
|
Guam |
|
$ |
1,399,099 |
|
|
$ |
1,386,314 |
|
|
Commonwealth of the Northern Mariana Islands |
|
|
462,913 |
|
|
|
529,750 |
|
|
The Freely Associated States of Micronesia |
|
|
524,943 |
|
|
|
557,444 |
|
|
California |
|
|
60,851 |
|
|
|
59,723 |
|
|
Total |
|
$ |
2,447,806 |
|
|
$ |
2,533,231 |
|
During the six months ended June 30, 2022, the Bank’s deposits decreased by $85.4 million (3.37%) to $2.45 billion compared to December 31, 2021. During this period the decrease in our deposits were in our CNMI branches by $66.8 million and FAS branches by $32.5 million. These decreases were partially offset by increases in our Guam branches by $12.8 million and California region of $1.1 million.
Borrowed Funds
The Bank has a variety of sources from which it may obtain secondary funding. These sources include, among others, the Federal Reserve Bank of San Francisco, the Federal Home Loan Bank of Des Moines, and credit lines established with our correspondent banks. Borrowings are obtained for a variety of reasons, which include, but are not limited to, funding loan growth, the purchase of investments in the absence of core deposits, and to provide additional liquidity to meet the demands of depositors.
On June 29, 2021, the Company issued $20.0 million of its 4.75% Fixed-to-Floating Rate Subordinated Notes, due July 1, 2031 (the “2031 Notes”). The 2031 Notes are intended to qualify as Tier 2 capital for regulatory capital purposes for the Company. The 2031 Notes have a ten-year term and initially bear interest at a fixed annual rate of 4.75%. Beginning July 1 2026, the interest rate will reset quarterly to the then-current three-month SOFR plus 413 basis points. On July 6, 2021, with the approval of the Federal Reserve Bank of San Francisco, the Company used $6.2 million of the proceeds from the 2031 Notes to acquire an additional 25% of the stock of ASC Trust LLC at the third and final closing pursuant to the 2016 Stock Purchase Agreement between the Company and David J. John. The Company intends to use the remainder of the proceeds from the 2031 Notes for general corporate purposes.
On June 27, 2019, the Company issued $15.0 million of its 6.35% Fixed-to-Floating Rate Subordinated Notes, due June 30, 2029 (the “2029 Notes”). The 2029 Notes are intended to qualify as Tier 2 capital for regulatory capital purposes for the Company. The 2029 Notes have a ten-year term and initially bear interest at a fixed annual rate of 6.35%. Beginning June 30, 2024, the interest rate will reset quarterly to the then-current three-month LIBOR plus 466 basis points. On July 1, 2019, with the approval of the Federal Reserve Bank of San Francisco, the Company used $4.1 million of the proceeds from the 2029 Notes to acquire an additional 20% of the stock of ASC Trust LLC at the second closing pursuant to the 2016 Stock Purchase Agreement between the Company and David J. John. On July 5, 2019, $10.0 million of the balance of the proceeds from the 2029 Notes was also used to purchase ten (10) shares of Series B Common Stock from the Bank, with a par value of $1.0 million per share, to support the Bank’s strategic growth.
50
At June 30, 2022 and at December 31, 2021, the Company had no short-term borrowings.
Liquidity
We actively manage our liquidity to ensure that sufficient funds are available to meet our needs for cash, including cash needed to fund new loans and to accommodate deposit withdrawals and other transactions by our customers. We project future sources and uses of funds, and maintain additional liquid funds for unanticipated events. Our primary sources of cash include cash we have in deposits at other financial institutions, the repayment of loans, proceeds from the sale or maturity of investment securities, and increases in deposits. The primary uses of cash include funding new loans and making advances on existing lines of credit, purchasing investments, funding new residential mortgage loans, funding deposit withdrawals, and paying operating expenses. From time to time, we may maintain funds in overnight Federal Funds and other short-term investments to provide for short-term liquidity needs. We also have established, for contingency funding purposes, credit lines with the Federal Reserve Bank of San Francisco, the Federal Home Loan Bank-Seattle, and correspondent commercial banks in the U.S. We believe that our liquid assets, together with our available credit lines, will be sufficient to meet normal operating requirements for at least the next twelve months, including to enable us to meet any increase in withdrawals from depository accounts that might occur in the foreseeable future.
At June 30, 2022, our liquid assets, which include cash and due from banks, interest-earning deposits with financial institutions (excluding restricted cash), and investment securities available-for-sale totaled $866.0 million, down $190.7 million from $1.06 billion at December 31, 2021. This decrease is comprised of a $233.8 million decrease in interest bearing deposits in banks, partially offset by a $41.2 million increase in investment securities available-for-sale, and a $1.9 million increase in cash and due from banks.
Management believes we have sufficient cash to meet the demands of the distribution of funds under the CARES Act. However, we will monitor our vault cash on a daily basis, and if the need arises, we will acquire additional cash by drawing down our deposits with other financial institutions, including the Federal Bank of San Francisco.
Contractual Obligations
The Bank utilizes facilities, equipment and land under various operating leases with terms, including renewal options, ranging from 1 to 99 years.
The following table provides the maturities of lease liabilities at June 30, 2022:
|
|
|
Operating Leases (a) |
|
|
Total |
|
||
|
2022 |
|
$ |
1,521 |
|
|
$ |
1,521 |
|
|
2023 |
|
|
2,895 |
|
|
|
2,895 |
|
|
2024 |
|
|
2,881 |
|
|
|
2,881 |
|
|
2025 |
|
|
2,825 |
|
|
|
2,825 |
|
|
2026 |
|
|
2,615 |
|
|
|
2,615 |
|
|
After 2026 |
|
|
41,882 |
|
|
|
41,882 |
|
|
Total lease payments |
|
|
54,619 |
|
|
|
54,619 |
|
|
Less: Interest (b) |
|
|
25,318 |
|
|
|
25,318 |
|
|
Present value of lease liabilities (c) |
|
$ |
29,301 |
|
|
$ |
29,301 |
|
Note: For leases commencing prior to 2019, minimum lease payments exclude payments to landlords for real estate taxes and common area maintenance.
|
|
(a) |
Operating lease payments include $19.1 million related to options to extend lease terms that are reasonably certain of being exercised. |
|
|
(b) |
Calculated using the incremental borrowing rate based on the lease term for each lease. |
|
|
(c) |
Includes the current portion of $1.9 million for operating leases. |
The Bank leases certain facilities from two separate entities in which two of its directors have separate ownership interests. Lease payments made to these entities during the six months ended June 30, 2022 and 2021, approximated $161 thousand and $205 thousand, respectively. During the three months ended June 30, 2022 and 2021, lease payments made to these entities approximated $97 thousand and $143 thousand, respectively
Additionally, the Bank leases office space to third parties, with original lease terms ranging from 1 to 3 years with option periods ranging up to 12 years. At June 30, 2022, minimum future rents to be received under non-cancelable operating sublease agreements were $18 thousand and $26 thousand for the periods ending December 31, 2022 and 2024, respectively.
51
A summary of rental activities for the three and six months ended June 30, 2022, respectively, is as follows:
|
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
|
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
||||
|
Rent expense |
|
$ |
1,065 |
|
|
$ |
1,015 |
|
|
$ |
2,033 |
|
|
$ |
2,040 |
|
|
Total rent expense |
|
$ |
1,065 |
|
|
$ |
1,015 |
|
|
$ |
2,033 |
|
|
$ |
2,040 |
|
Off Balance Sheet Arrangements
The Bank is a party to credit-related financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit, standby letters of credit and commercial letters of credit. Such commitments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount reflected in our condensed consolidated financial statements.
The Bank’s exposure to credit loss, in the event of nonperformance by the other parties to financial instruments for loan commitments and letters of credit, is represented by the contractual amount of these instruments. The Bank follows essentially the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments.
A summary of financial instruments with off-balance-sheet risk at June 30, 2022 and December 31, 2021, is as follows:
|
|
|
June 30, 2022 |
|
|
December 31, 2021 |
|
||
|
Commitments to extend credit |
|
$ |
148,060 |
|
|
$ |
162,569 |
|
|
|
|
|
|
|
|
|
|
|
|
Letters of credit: |
|
|
|
|
|
|
|
|
|
Standby letters of credit |
|
$ |
47,707 |
|
|
$ |
43,239 |
|
|
Commercial letters of credit |
|
|
2,132 |
|
|
|
2,366 |
|
|
Total |
|
$ |
49,839 |
|
|
$ |
45,605 |
|
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses, and may require payment of a fee. The commitments for certain lines of credit may expire without being drawn upon. Therefore, the total commitment amounts do not necessarily represent future cash requirements. The Bank evaluates each customer’s credit worthiness on a case-by-case basis. The amount of collateral obtained, if it is deemed necessary by the Bank upon extension of credit, is based on management’s credit evaluation of the customer.
Commercial and standby letters of credit are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party or the shipment of merchandise from a third party. Those letters of credit are primarily issued to support public and private borrowing arrangements. Almost all letters of credit issued have expiration dates within one year. The credit risk involved in issuing letters of credit is effectively the same as that involved in extending loan facilities to customers. The Bank generally holds collateral supporting those commitments.
The Bank considers its standby and commercial letters of credit to be guarantees. At June 30, 2022, the maximum undiscounted future payments that the Bank could be required to make was $49.8 million. Almost all of these arrangements mature within one year. The Bank generally has recourse to recover from the customer any amounts paid under these guarantees. Most of the guarantees are fully collateralized; however, several that are extended to the Bank’s most creditworthy customers are unsecured. The Bank has recorded $51 thousand in reserve liabilities associated with commitments to extend credit and letters of credit at June 30, 2022.
Mortgage loans serviced for others are not included in the accompanying condensed consolidated statements of financial condition. The unpaid principal balances of mortgage loans serviced for others were $174.7 million and $181.1 million at June 30, 2022 and December 31, 2021, respectively. At June 30, 2022 and December 31, 2021, the Bank’s mortgage servicing rights each totaled $1.6 million, respectively.
Capital Resources
The Company and the Bank are subject to various regulatory capital requirements administered by the United States federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory, and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s and the Bank’s condensed consolidated financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and the Bank must meet or exceed specific capital guidelines that involve quantitative measures of their assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices.
52
Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios (set forth in the following table) of total and Tier 1 capital and Common Equity Tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier 1 capital (as defined) to average assets (as defined). As of June 30, 2022 and December 31, 2021, the Bank met all capital adequacy requirements to which it is subject.
As of June 30, 2022, the Bank’s capital ratios each exceeded the Federal Deposit Insurance Corporation’s well capitalized standards under the regulatory framework for prompt corrective action. To be categorized as well capitalized, an institution must maintain minimum total risk-based, Tier 1 risk-based and Tier 1 leverage ratios as set forth in the following table. There have been no conditions or events since the most recent FDIC notification that management believes have changed the Bank’s category.
The Company’s required and actual capital amounts and ratios as of June 30, 2022 and December 31, 2021, were as follows:
|
|
|
Actual |
|
|
For Capital Adequacy Purposes |
|
|
To Be Well Capitalized Under Prompt Corrective Action Provisions |
|
|||||||||||||||
|
|
|
Amount |
|
|
Ratio |
|
|
Amount |
|
|
Ratio |
|
|
Amount |
|
|
Ratio |
|
||||||
|
At June 30, 2022: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Capital (to Risk Weighted Assets) |
|
$ |
229,097 |
|
|
|
14.705 |
% |
|
$ |
124,637 |
|
|
|
8.000 |
% |
|
$ |
155,796 |
|
|
|
10.000 |
% |
|
Tier 1 Capital (to Risk Weighted Assets) |
|
$ |
175,227 |
|
|
|
11.247 |
% |
|
$ |
93,477 |
|
|
|
6.000 |
% |
|
$ |
124,637 |
|
|
|
8.000 |
% |
|
Tier 1 Capital (to Average Assets) |
|
$ |
175,227 |
|
|
|
6.397 |
% |
|
$ |
109,566 |
|
|
|
4.000 |
% |
|
$ |
136,958 |
|
|
|
5.000 |
% |
|
Common Equity Tier 1 Capital (to Risk Weighted Assets) |
|
$ |
165,444 |
|
|
|
10.619 |
% |
|
$ |
70,108 |
|
|
|
4.500 |
% |
|
$ |
101,267 |
|
|
|
6.500 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2021: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Capital (to Risk Weighted Assets) |
|
$ |
222,493 |
|
|
|
15.161 |
% |
|
$ |
117,403 |
|
|
|
8.000 |
% |
|
$ |
146,753 |
|
|
|
10.000 |
% |
|
Tier 1 Capital (to Risk Weighted Assets) |
|
$ |
168,623 |
|
|
|
11.490 |
% |
|
$ |
88,052 |
|
|
|
6.000 |
% |
|
$ |
117,403 |
|
|
|
8.000 |
% |
|
Tier 1 Capital (to Average Assets) |
|
$ |
168,623 |
|
|
|
5.792 |
% |
|
$ |
116,461 |
|
|
|
4.000 |
% |
|
$ |
145,577 |
|
|
|
5.000 |
% |
|
Common Equity Tier 1 Capital (to Risk Weighted Assets) |
|
$ |
158,840 |
|
|
|
10.824 |
% |
|
$ |
66,039 |
|
|
|
4.500 |
% |
|
$ |
95,390 |
|
|
|
6.500 |
% |
Since the formation of BankGuam Holding Company in 2011, our assets have grown by 142.5% ($1.57 billion), while our stockholders’ equity has increased by 62.6% ($55.5 million, including $86.7 million in retained earnings). The growth in equity has contributed to help keep the capital ratios to be well above the well capitalized standards.
The Bank received a large influx of deposits from the federal relief programs due to the COVID-19 pandemic, resulting in the growth of its balance sheet as compared to 2020. As of June 30, 2022, approximately $137.5 million in COVID related funds have yet to be disbursed. Although the Bank’s average assets decreased at June 30, 2022 to $2.70 billion from $2.91 billion in December 31, 2021, the growth resulting from the receipt of COVID funds has put pressure on its ratio of Tier 1 capital to average assets. Management believes that the Bank has the capacity to absorb the growth in total assets, and the tools needed to move deposits off its balance through its Trust services to continue to be above the well capitalized standards under the regulatory framework for prompt corrective action.
Reverse Stock Split
On April 12, 2022, the Company’s Board of Directors approved a 1-for-500 reverse stock split of the Company’s common stock. Subsequently on July 25, 2022, the Company held its annual shareholders meeting and the shareholders approved the reverse stock split. The Company expects to complete the transaction in the fourth quarter of 2022, subject to the receipt of all regulatory approvals. If the reverse stock split is effected, shareholders of the Company who own fewer than 500 shares of the Company’s common stock will receive a cash payment in lieu of a fraction of a share, and will no longer be shareholders of the Company. Shareholders holding 500 or more shares of the Company’s common stock will remain shareholders after the reverse stock split, and will also be entitled to receive a cash payment in lieu of receiving a fraction of a share. The Board of Directors determined that $14.75 per share outstanding prior to the reverse stock split would be a fair price to pay for shares that will be canceled in lieu of issuing a fraction of a share in connection with the reverse stock split. The Board of Directors has reserved the right to abandon the reverse stock split at any time if it believes the reverse stock split is no longer in the Company’s best interests. If effected, the Company estimates that the aggregate
53
amount of cash that would be payable to shareholders in lieu of fractional shares as a result of the reverse stock split would be approximately $8.8 million, which would be paid by the Company out of cash on hand.
Stock Purchase Plan
The Company’s 2011 Employee Stock Purchase Plan (the “2011 Plan”) was adopted by the Company’s Board of Directors and approved by the Company’s Stockholders on May 2, 2011, to replace the Company’s 2001 Non-Statutory Stock Option Plan. This plan was subsequently adopted by the Company after the reorganization. The 2011 Plan is open to all employees of the Company and its subsidiaries who have met certain eligibility requirements.
Under the 2011 Plan, as amended and restated as of July 1, 2012, eligible employees can purchase, through payroll deductions, shares of common stock at a discount. The right to purchase stock is granted to eligible employees during a quarterly offer period that is established from time to time by the Board of Directors of the Company. Eligible employees cannot accrue the right to purchase more than $25 thousand worth of stock at the fair market value at the beginning of each offer period. Eligible employees also may not purchase more than one thousand five hundred (1,500) shares of stock in any one offer period. The shares are purchased at 85% of the fair market price of the stock on the enrollment date.
In April 2022, the Company suspended the Employee Stock Purchase Plan in connection with the Company’s plans to implement a 1-for-500 reverse stock split, which remains subject to the approval of stockholders and the receipt of regulatory approvals.
Contingency Planning and Cybersecurity
The Bank has developed a comprehensive business continuity plan to manage disruptions that affect customers or internal processes, whether caused by man-made or natural events. In modern banking, technology has taken on an increasingly important role, and the Bank also has a technology recovery component incorporated into the business continuity plan that provides procedures for recovering from a technology failure. The technology recovery procedures are tested and implemented from time to time. The recovery time objectives for the Bank’s major technological processes range from eight hours to 80 hours, with the goal of enabling the Bank to maintain or resume operations with a minimum impact on its customers. As the results of testing are analyzed and as technology continues to advance, improvements are made in the Bank’s processes and procedures as the plan evolves, although there can be no assurance that business disruption or operational losses will not occur.
The rapid advances in computing and telecommunications technology over the past several decades have brought with them increasingly sophisticated methods of delivering financial services through electronic channels. Along with these advances, though, have come risks regarding the integrity and privacy of data, and these risks apply to banking, falling into the general classification of cybersecurity. The Bank has made substantial investments in multiple systems to ensure both the integrity of its data and the protection of the privacy of its customers’ personal financial and identity information. While it is not possible for anyone to give an absolute guarantee that data will not be compromised, the Bank strives to provide a reasonable assurance that the financial and personal data that it holds are secure.
Item 4. Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, our management recognized that any system of controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as ours are designed to do, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
As required by Rules 13a-15(e) and 15d-15(e) under the Exchange Act, in connection with the filing of this Quarterly Report on Form 10-Q, an evaluation was performed under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2022. Based on the evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of June 30, 2022, the Company’s disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in our reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s Rules and forms and is accumulated and communicated to management, including our Chief Executive and Chief Financial Officers, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the three months ended June 30, 2022, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
54
PART II. OTHER INFORMATION
Item 6. Exhibits
|
Exhibit No. |
|
Exhibit |
|
|
|
|
|
10.01*
10.02*
31.01 |
|
Employment Agreement dated June 25, 2022 between Bank of Guam and Joaquin P.L.G. Cook
Employment Agreement dated June 25, 2022 between Maria Eugenia H. Leon Guerrero
Certification of Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002 |
|
|
|
|
|
31.02 |
|
Certification of Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002 |
|
|
|
|
|
32.01 |
|
|
|
|
|
|
|
101.INS |
|
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because 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 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Management contract or compensatory plan or arrangement.
55
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, BankGuam Holding Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
|
BANKGUAM HOLDING COMPANY |
|
|
|
|
|
|
Date: August 11, 2022 |
By: |
/s/ JOAQUIN P.L.G. COOK |
|
|
|
Joaquin P.L.G. Cook, President and Chief Executive Officer |
|
|
|
|
|
Date: August 11, 2022 |
By: |
/s/ SYMON A. MADRAZO |
|
|
|
Symon A. Madrazo, Senior Vice President and Chief Financial Officer |
56