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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D. C.  20549
                                 ____________

                                   FORM 10-Q

 (Mark One)
 [X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934 
       For the quarterly period ended September 30, 1994
                                       OR
 [ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934 
       For the transition period from . . . . . . . . . . to . . . . . . . . 

                         Commission file number 0-7949
                                 ____________

                              FIRST HAWAIIAN, INC.
             (Exact name of registrant as specified in its charter)
                                 ____________


                                                                        
              DELAWARE                                      99-0156159
      (State of incorporation)                           (I.R.S. Employer
                                                        Identification No.)
                                              
  1132 BISHOP STREET, HONOLULU, HAWAII                          96813
(Address of principal executive offices)                      (Zip Code)
(808) 525-7000 (Registrant's telephone number, including area code) ____________ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- The number of shares outstanding of each of the issuer's classes of common stock as of October 31, 1994: Class Outstanding - --------------------------------- ------------------ Common Stock, $5 Par Value 31,984,255 Shares
================================================================================ 2 PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited) Page ---- Consolidated Balance Sheets - September 30, 1994, December 31, 1993 and September 30, 1993 2 Consolidated Statements of Income - Quarter and Nine Months Ended September 30, 1994 and 1993 3 Consolidated Statements of Cash Flows - Nine Months Ended September 30, 1994 and 1993 4 Consolidated Statements of Changes in Stockholders' Equity - Quarter and Nine Months Ended September 30, 1994 and 1993 5 Notes to Consolidated Financial Statements 5 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 7 - 18 PART II. OTHER INFORMATION Item 5. Other Information 19 Item 6. Exhibits and Reports on Form 8-K 19 SIGNATURES 20 EXHIBIT INDEX 21
1 3 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS CONSOLIDATED BALANCE SHEETS First Hawaiian, Inc. and Subsidiaries (Unaudited)
SEPTEMBER 30, December 31, September 30, ------------- ------------ ------------- 1994 1993 1993 ------------- ------------ ------------- (in thousands) ASSETS Cash and due from banks $ 215,167 $ 436,129 $ 234,004 Interest-bearing deposits in other banks 23,622 116,736 239,894 Federal funds sold and securities purchased under agreements to resell 154,523 35,000 134,939 Investment securities (note 2): Held-to-maturity (market value of $1,003,339, $1,144,327 and $1,081,043, respectively) 1,012,076 1,132,025 1,065,347 Available-for-sale 126,826 98,453 106,115 ---------- ---------- ---------- Total investment securities 1,138,902 1,230,478 1,171,462 ---------- ---------- ---------- Loans and leases: Loans and leases 5,278,372 5,066,809 4,965,725 Less allowance for loan and lease losses 61,660 62,253 61,882 ---------- ---------- ---------- Net loans and leases 5,216,712 5,004,556 4,903,843 ---------- ---------- ---------- Premises and equipment (note 3) 258,700 249,479 241,480 Customers' acceptance liability 1,738 854 1,125 Core deposit premium 14,132 15,380 15,797 Goodwill 79,802 81,231 80,336 Other assets 105,124 99,288 112,394 ---------- ---------- ---------- TOTAL ASSETS $7,208,422 $7,269,131 $7,135,274 ========== ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Deposits: Noninterest-bearing demand $ 841,071 $ 974,478 $ 912,443 Interest-bearing demand 1,105,409 1,143,037 1,416,743 Savings 1,296,983 1,507,200 1,214,246 Time 1,441,110 1,343,841 1,367,533 Foreign 374,423 251,572 184,297 ---------- ---------- ---------- Total deposits 5,058,996 5,220,128 5,095,262 Short-term borrowings 1,115,930 1,069,682 1,040,665 Acceptances outstanding 1,738 854 1,125 Other liabilities 182,358 148,331 174,849 Long-term debt 220,418 221,767 225,951 ---------- ---------- ---------- Total liabilities 6,579,440 6,660,762 6,537,852 ---------- ---------- ---------- Stockholders' equity: Common stock 162,713 162,713 162,507 Surplus 133,821 133,820 132,889 Retained earnings 340,777 311,836 302,026 Unrealized valuation adjustment (note 2) (476) -- -- Treasury stock (7,853) -- -- ---------- ---------- ---------- Total stockholders' equity 628,982 608,369 597,422 ---------- ---------- ---------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $7,208,422 $7,269,131 $7,135,274 ========== ========== ==========
The accompanying notes are an integral part of these consolidated financial statements. 2 4 CONSOLIDATED STATEMENTS OF INCOME First Hawaiian, Inc. and Subsidiaries (Unaudited)
QUARTER ENDED NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, ----------------------------- ------------------------------ 1994 1993 1994 1993 ------------ ----------- ------------ ------------- (in thousands, except shares and per share data) INTEREST INCOME Interest and fees on loans $ 105,810 $ 90,502 $ 297,106 $ 262,937 Lease financing income 2,480 3,343 8,100 9,956 Interest on investment securities: Taxable interest income 11,761 10,594 33,704 34,033 Exempt from Federal income taxes 3,269 3,679 9,971 11,061 Other interest income 1,056 3,091 5,361 9,920 ------------ ----------- ------------ ------------ Total interest income 124,376 111,209 354,242 327,907 ------------ ----------- ------------ ------------ INTEREST EXPENSE Deposits 33,449 31,426 93,484 97,482 Short-term borrowings 11,884 7,085 31,698 19,185 Long-term debt 2,767 2,145 8,701 4,157 ------------ ----------- ------------ ------------ Total interest expense 48,100 40,656 133,883 120,824 ------------ ----------- ------------ ------------ Net interest income 76,276 70,553 220,359 207,083 Provision for loan and lease losses 6,548 3,213 13,679 10,019 ------------ ----------- ------------ ------------ Net interest income after provision for loan and lease losses 69,728 67,340 206,680 197,064 ------------ ----------- ------------ ------------ OTHER OPERATING INCOME Trust income 5,250 5,002 17,713 15,788 Service charges on deposit accounts 6,093 5,896 17,907 15,675 Other service charges and fees 7,802 6,923 23,422 20,376 Securities gains, net 33 54 175 1,953 Other 1,927 2,962 6,056 5,040 ------------ ----------- ------------ ------------ Total other operating income 21,105 20,837 65,273 58,832 ------------ ----------- ------------ ------------ OTHER OPERATING EXPENSES Salaries and wages 22,927 21,675 69,211 63,182 Employee benefits 6,950 6,658 20,955 18,473 Occupancy expense 5,873 5,257 17,407 14,217 Equipment expense 6,144 5,223 18,208 14,758 Other (note 3) 18,595 18,216 57,690 55,699 ------------ ----------- ------------ ------------ Total other operating expenses 60,489 57,029 183,471 166,329 ------------ ----------- ------------ ------------ Income before income taxes and cumulative effect of a change in accounting principle 30,344 31,148 88,482 89,567 ------------ ----------- ------------ ------------ INCOME TAXES Provision before effect of change in tax rate 10,567 10,496 30,968 28,816 Adjustment to deferred tax liability for change in tax rate (note 2) -- 1,520 -- 1,520 Adjustment to current tax provision for change in tax rate (note 2) -- 402 -- 402 ------------ ----------- ------------ ------------ Total income taxes 10,567 12,418 30,968 30,738 ------------ ----------- ------------ ------------ Income before cumulative effect of a change in accounting principle 19,777 18,730 57,514 58,829 Cumulative effect of a change in accounting principle (note 2) -- -- -- 3,650 ------------ ----------- ------------ ------------ NET INCOME $ 19,777 $ 18,730 $ 57,514 $ 62,479 ============ =========== ============ ============ PER SHARE DATA Income before cumulative effect of a change in accounting principle $ .61 $ .57 $ 1.78 $ 1.81 Cumulative effect of a change in accounting principle -- -- -- .11 ------------ ----------- ------------ ------------ NET INCOME $ .61 $ .57 $ 1.78 $ 1.92 ============ =========== ============ ============ CASH DIVIDENDS $ .295 $ .28 $ .885 $ .84 ============ =========== ============ ============ AVERAGE SHARES OUTSTANDING 32,255,897 32,501,611 32,326,053 32,501,611 ============ =========== ============ ============
The accompanying notes are an integral part of these consolidated financial statements. 3 5 CONSOLIDATED STATEMENTS OF CASH FLOWS First Hawaiian, Inc. and Subsidiaries (Unaudited)
NINE MONTHS ENDED SEPTEMBER 30, ---------------------------------------- 1994 1993 --------- --------- (in thousands) CASH AND DUE FROM BANKS AT BEGINNING OF PERIOD $ 436,129 $ 325,659 --------- --------- Cash flows from operating activities: Net income 57,514 62,479 Provision for loan and lease losses 13,679 10,019 Depreciation and amortization 18,143 15,113 Income taxes 10,392 (2,731) Adjustment to current tax provision for change in tax rate -- 402 Adjustment to deferred tax liability for change in tax rate -- 1,520 Cumulative effect of a change in accounting principle -- (3,650) Decrease in interest receivable 3,896 3,428 Increase in interest payable 689 1,852 Increase in prepaid expenses (5,745) (3,194) Write-off of building costs -- 5,444 --------- --------- Net cash provided by operating activities 98,568 90,682 --------- --------- Cash flows from investing activities: Net decrease (increase) in interest-bearing deposits in other banks 93,114 (83,578) Net decrease (increase) in Federal funds sold and securities purchased under agreements to resell (119,523) 270,061 Purchase of held-to-maturity investment securities (239,404) (874,815) Proceeds from maturity of held-to-maturity investment securities 110,595 453,716 Proceeds from sale of held-to-maturity investment securities 248,758 262,450 Purchase of available-for-sale investment securities (75,018) -- Proceeds from maturity of available-for-sale investment securities 32,645 -- Proceeds from sale of available-for-sale investment securities 14,000 -- Net increase in loans and leases made to customers (225,835) (51,651) Capital expenditures (22,344) (47,884) Purchase of Pioneer Fed BanCorp, Inc., net of cash acquired -- (68,950) Other 16,140 33,133 --------- --------- Net cash used in investing activities (166,872) (107,518) --------- --------- Cash flows from financing activities: Net decrease in deposits (161,132) (418,839) Net increase in short-term borrowings 46,248 280,614 Proceeds from long-term debt -- 105,882 Payments on long-term debt (1,349) (15,223) Cash dividends paid (28,572) (27,253) Purchase of treasury stock (7,853) -- --------- --------- Net cash used in financing activities (152,658) (74,819) --------- --------- CASH AND DUE FROM BANKS AT END OF PERIOD $ 215,167 $ 234,004 ========= ========= Supplemental disclosures: Interest paid $ 133,194 $ 119,116 ========= ========= Net income taxes paid $ 20,576 $ 31,547 ========= =========
The accompanying notes are an integral part of these consolidated financial statements. 4 6 CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY First Hawaiian, Inc. and Subsidiaries (Unaudited)
QUARTER ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30, --------------------------- ------------------------------- 1994 1993 1994 1993 --------- --------- --------- --------- (in thousands) BALANCE, BEGINNING OF PERIOD $620,331 $587,776 $608,369 $562,196 Net income 19,777 18,730 57,514 62,479 Purchase of treasury stock (1,348) -- (7,853) -- Unrealized valuation adjustment (note 2) (274) -- (476) -- Cash dividends (9,504) (9,084) (28,572) (27,253) -------- -------- -------- -------- BALANCE, END OF PERIOD $628,982 $597,422 $628,982 $597,422 ======== ======== ======== ========
The accompanying notes are an integral part of these consolidated financial statements. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS First Hawaiian, Inc. and Subsidiaries (Unaudited) 1. BASIS OF PRESENTATION The consolidated financial statements of the Company include the accounts of First Hawaiian, Inc. and its wholly-owned subsidiaries -- First Hawaiian Bank and its wholly-owned subsidiaries; Pioneer Federal Savings Bank and its wholly-owned subsidiary; First Hawaiian Creditcorp, Inc.; First Hawaiian Leasing, Inc.; and FHI International, Inc. All significant intercompany balances and transactions have been eliminated in consolidation. Certain amounts in the consolidated financial statements for 1993 have been reclassified to conform with the 1994 presentation. Such reclassifications had no effect on the consolidated net income as previously reported. In the opinion of management, all adjustments (which included only normal recurring adjustments) necessary for a fair presentation are reflected in the consolidated financial statements. 2. ACCOUNTING CHANGES Effective January 1, 1993, the Company adopted Statement of Financial Accounting Standards ("SFAS") No. 109, "Accounting for Income Taxes," the cumulative effect of which was the recognition of an income tax benefit of $3,650,000 in the first quarter of 1993. Under SFAS No. 109, deferred tax assets and liabilities are measured using enacted tax rates scheduled to be in effect at the time the related temporary differences between financial reporting and tax reporting of income and expenses are expected to reverse. The effect of changes in tax rates is recognized in income in the period that includes the enactment date. On August 10, 1993, the Omnibus Budget Reconciliation Act of 1993 was signed into law, increasing the Federal corporate tax rate from 34% to 35%, retroactive to January 1, 1993. As a result, the Company recognized adjustments to its deferred tax liability and current tax provision of $1,520,000 and $402,000, respectively, in the third quarter of 1993. As of December 31, 1993, the Company adopted SFAS No. 115, "Accounting for Certain Investments in Debt and Equity Securities." Under SFAS No. 115, investment securities are to be classified in three categories and accounted for as follows: (1) held-to-maturity securities are debt securities which the Company has the positive intent and ability to hold to maturity, and are reported at amortized cost; (2) trading securities are debt securities that are bought and held principally for the purpose of selling them in the near term and are reported at fair value, with unrealized gains and losses included in the current earnings; and (3) available-for-sale securities are debt securities not classified as either held-to-maturity securities or trading securities and are reported at fair value, with unrealized gains and losses excluded from current earnings and reported in a separate component of stockholders' equity. There were no trading securities as of September 30, 1994 and December 31, 1993. Effective January 1, 1994, the Company adopted SFAS No. 112, "Employers' Accounting for Postemployment Benefits." Under SFAS No. 112, employers are required to recognize the obligation to provide postemployment benefits to former or inactive employees after employment but before retirement if the obligation is attributable to employees' services already rendered, employees' rights to those benefits accumulate or vest, payments of the benefits is probable, and the amount of the benefits can be reasonably estimated. The adoption of SFAS No. 112 did not have a material effect on the consolidated financial statements of the Company. 5 7 3. OTHER OPERATING EXPENSES In connection with the Company's redevelopment of its former downtown headquarters block, the undepreciated cost of certain structures was written off in the first quarter of 1993. The write-off amounted to $5,444,000, and is included in "Other Operating Expenses" for that period. 4. BUSINESS COMBINATION On August 6, 1993, the Company acquired all of the outstanding stock of Pioneer Fed BanCorp, Inc. ("Pioneer Holdings") for a cash purchase price of $87 million. As a result of the merger of Pioneer Holdings with and into the Company, Pioneer Federal Savings Bank ("Pioneer") became a wholly-owned subsidiary of the Company. The results of operations of Pioneer are included in the Company's Consolidated Statements of Income from the date of acquisition. 6 8 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS NET INCOME Consolidated net income for the first nine months of 1994 was $57,514,000 compared to $62,479,000 for the first nine months of 1993, a decrease of 7.9%. Consolidated income from operations for the first nine months of 1994 was $57,514,000, or a decrease of 2.2%, as compared to the same period in 1993, excluding the cumulative effect of the change in accounting principle of $3,650,000 in the first quarter of 1993. For the third quarter of 1994, the consolidated net income of $19,777,000 represented an increase of 5.6% over the same quarter in 1993. The favorable comparative results in the third quarter of 1994 were primarily attributable to the increase in the Federal corporate tax rate from 34% to 35%, retroactive to January 1, 1993, which resulted in a nonrecurring income tax adjustment of $1,922,000 in 1993. Excluding such adjustment, consolidated net income declined by 4.2% in the third quarter of 1994 compared to the third quarter of 1993. On a per share basis, consolidated net income for the nine months and quarter ended September 30, 1994 were $1.78 and $.61, respectively, a decrease of 7.3% and an increase of 7.0%, respectively, as compared to the same periods in 1993. Excluding the effect of the change in accounting principle, income from operations per share was $1.78 for the first nine months of 1994, a decrease of 1.7% as compared to the same period in 1993. On an annualized basis, the Company's return on average total assets for the first nine months of 1994 was 1.08% compared to 1.26% for the same period in 1993 and return on average stockholders' equity was 12.44% compared to 14.43% for the same period in 1993. The decreases in return on average total assets and return on average stockholders' equity in 1994 as compared to 1993 were primarily attributable to the decrease in earnings previously mentioned and, with respect to the return on average stockholders' equity, a higher capital base. NET INTEREST INCOME On a fully taxable equivalent basis, net interest income increased $12,818,000, or 6.0%, to $225,846,000 for the nine months ended September 30, 1994 from $213,028,000 for the same period in 1993. The increase was due to the 8.4% increase in average earning assets (principally as a result of the acquisition of Pioneer), offset by a 10 basis point (1% equals 100 basis points) decrease in the net interest margin. For the third quarter of 1994, the yield on earning assets increased 50 basis points while the rate paid for interest-bearing deposits and liabilities increased 36 basis points compared to the same period in 1993, resulting in an increase in the interest rate spread from 4.11% to 4.25%. Utilizing average earning assets as the base, the net interest margin on earning assets for the third quarter of 1994 was 4.78% compared to 4.63% for the same period in 1993. Excluding the effect of certain nonrecurring loan fees of $2,545,000, the net interest margin on earning assets for the third quarter of 1994 was 4.63%. 7 9 The following table sets forth consolidated average balance sheets, an analysis of interest income/expense, and average yield/rate for each major category of interest-earning assets and interest-bearing liabilities for the periods indicated on a taxable equivalent basis. The tax equivalent adjustment is made for items exempt from Federal income taxes to make them comparable with taxable items before any income taxes are applied. The tax equivalent adjustment is based on the prevailing federal income tax rate of 35% for 1994 and 1993.
QUARTER ENDED SEPTEMBER 30, ------------------------------------------------------------------------------------- 1994 1993 ---------------------------------------- -------------------------------------- INTEREST Interest AVERAGE INCOME/ YIELD/ Average Income/ Yield/ BALANCE EXPENSE RATE(1) Balance Expense Rate(1) ---------- ---------- ------- ---------- -------- ------- (dollars in thousands) Earning assets: Interest-bearing deposits in other banks $ 32,549 $ 270 3.30% $ 256,497 $ 1,863 2.88% Federal funds sold and securities purchased under agreements to resell 74,155 646 3.46 152,676 1,228 3.19 Investment securities 1,084,666 15,293 5.59 999,140 15,178 6.03 Available-for-sale securities 123,805 1,617 5.18 99,556 919 3.66 Loans and leases(2),(3) 5,162,097 108,349 8.33 4,701,902 94,003 7.93 ---------- -------- ---------- ------- Total earning assets 6,477,272 126,175 7.73 6,209,771 113,191 7.23 Nonearning assets 641,521 -------- 641,705 ------- ---------- ---------- Total assets $7,118,793 $6,851,476 ========== ==========
NINE MONTHS ENDED SEPTEMBER 30, ------------------------------------------------------------------------------------- 1994 1993 ---------------------------------------- --------------------------------------- INTEREST Interest AVERAGE INCOME/ YIELD/ Average Income/ Yield/ BALANCE EXPENSE RATE(1) Balance Expense Rate(1) ---------- ---------- ------- ---------- -------- ------- (dollars in thousands) Earning assets: Interest-bearing deposits in other banks $ 85,130 $ 2,167 3.40.% $ 230,672 $ 5,378 3.12% Federal funds sold and securities purchased under agreements to resell 113,230 2,965 3.50 190,590 4,542 3.19 Investment securities 1,083,885 44,786 5.52 1,045,547 49,749 6.36 Available-for-sale securities 121,094 4,161 4.59 33,904 919 3.62 Loans and leases(2),(3) 5,096,888 305,650 8.02 4,497,293 273,408 8.13 ---------- -------- ---------- -------- Total earning assets 6,500,227 359,729 7.40 5,998,006 333,996 7.44 Nonearning assets 648,097 -------- 638,881 -------- ---------- ---------- Total assets $7,148,324 $6,636,887 ========== ==========
(1) Annualized. (2) Nonaccruing loans and leases have been included in the computations of average loan and lease balances. (3) Interest income for loans and leases included loan fees of $8,513 and $22,408 for the quarter and nine months ended September 30, 1994, respectively, and $6,321 and $18,844 for the quarter and nine months ended September 30, 1993, respectively. 8 10
QUARTER ENDED SEPTEMBER 30, ----------------------------------------------------------------------- 1994 1993 --------------------------------- ---------------------------------- INTEREST Interest LIABILITIES AND AVERAGE INCOME/ YIELD/ Average Income/ Yield/ STOCKHOLDERS' EQUITY BALANCE EXPENSE RATE (1) Balance Expense Rate (1) ---------- -------- -------- --------- --------- -------- (dollars in thousands) Interest-bearing deposits and liabilities: Deposits $4,210,678 $33,449 3.15% $4,180,415 $31,468 2.99% Short-term borrowings 1,053,198 11,884 4.48 842,416 7,085 3.34 Long-term debt 213,674 2,767 5.14 150,478 2,145 5.66 ---------- ------- ---------- ------- Total interest-bearing deposits and liabilities 5,477,550 48,100 3.48 5,173,309 40,698 3.12 ------- ---- ------- ---- Interest rate spread 4.25% 4.11% ==== ==== Noninterest-bearing demand deposits 860,221 925,803 Other liabilities 154,940 160,525 ---------- ---------- Total liabilities 6,492,711 6,259,637 Stockholders' equity 626,082 591,839 ---------- ---------- Total liabilities and stockholders' equity $7,118,793 $6,851,476 ========== ========== Net interest income and margin on earning assets 78,075 4.78% 72,493 4.63% ==== ==== Tax equivalent adjustment 1,799 1,982 ------- ------- Net interest income $76,276 $70,511 ======= =======
(1) Annualized.
NINE MONTHS ENDED SEPTEMBER 30, ----------------------------------------------------------------------- 1994 1993 --------------------------------- ---------------------------------- INTEREST Interest LIABILITIES AND AVERAGE INCOME/ YIELD/ Average Income/ Yield/ STOCKHOLDERS' EQUITY BALANCE EXPENSE RATE (1) Balance Expense Rate (1) ---------- -------- -------- --------- --------- -------- (dollars in thousands) Interest-bearing deposits and liabilities: Deposits $4,193,357 $ 93,484 2.98% $4,088,779 $ 97,626 3.19% Short-term borrowings 1,083,400 31,698 3.91 796,655 19,185 3.22 Long-term debt 212,279 8,701 5.48 95,180 4,157 5.84 ---------- -------- ---------- -------- Total interest-bearing deposits and liabilities 5,489,036 133,883 3.26 4,980,614 120,968 3.25 -------- ---- -------- ---- Interest rate spread 4.14% 4.19% ==== ==== Noninterest-bearing demand deposits 888,603 920,175 Other liabilities 152,370 157,290 ---------- ---------- Total liabilities 6,530,009 6,058,079 Stockholders' equity 618,315 578,808 ---------- ---------- Total liabilities and stockholders' equity $7,148,324 $6,636,887 ========== ========== Net interest income and margin on earning assets 225,846 4.65% 213,028 4.75% ==== ==== Tax equivalent adjustment 5,487 6,089 -------- -------- Net interest income $220,359 $206,939 ======== ========
(1) Annualized. 9 11 INVESTMENT SECURITIES Comparative book and market values of held-to-maturity investment securities at September 30, 1994, December 31, 1993, and September 30, 1993 were as follows:
SEPTEMBER 30, December 31, September 30, 1994 1993 1993 ------------- ------------ ------------- (in thousands) Book value $ 1,012,076 $ 1,132,025 $ 1,065,347 Unrealized gains 5,054 14,036 16,440 Unrealized losses (13,791) (1,734) (744) ------------ ----------- ------------ Market value $ 1,003,339 $ 1,144,327 $ 1,081,043 ============ =========== ============
The decrease in unrealized gains and increase in unrealized losses from September 30, 1993 to September 30, 1994 is attributable to the rise in the overall level of interest rates resulting from monetary actions of the Federal Reserve Board during the first nine months of 1994. At September 30, 1994, gross unrealized gains and losses on available-for-sale investment securities were $1,000 and $477,000, respectively. At December 31, 1993, the unamortized cost of available-for-sale investment securities approximated fair value. Gross realized gains and losses for the nine months ended September 30, 1994 and 1993 were as follows:
1994 1993 ---- ---- (in thousands) Realized gains $ 176 $ 2,028 Realized losses (1) (75) --------- --------- Securities gains, net $ 175 $ 1,953 ========= =========
Gains and losses realized on the sales of investment securities are determined using the specific identification method. 10 12 LOANS The following table sets forth the loan portfolio by major categories and loan mix at September 30, 1994, December 31, 1993 and September 30, 1993:
SEPTEMBER 30, 1994 December 31, 1993 September 30, 1993 ------------------- ------------------- ------------------- AMOUNT % Amount % Amount % ---------- ----- ---------- ----- ---------- ----- (dollars in thousands) Commercial, financial and agricultural $1,209,247 22.9% $1,208,912 23.8% 1,176,958 23.7% Real estate: Commercial 970,282 18.4 882,628 17.4 816,592 16.4 Construction 299,609 5.7 317,036 6.2 373,295 7.5 Residential: Insured, guaranteed or conventional 1,573,490 29.8 1,427,299 28.2 1,378,283 27.8 Home equity credit lines 366,032 6.9 358,662 7.1 362,957 7.3 ---------- ----- ---------- ----- ---------- ----- Total real estate loans 3,209,413 60.8 2,985,625 58.9 2,931,127 59.0 ---------- ----- ---------- ----- ---------- ----- Consumer 444,697 8.4 459,910 9.1 452,089 9.1 Lease financing 193,539 3.7 201,449 4.0 189,049 3.8 Foreign 221,476 4.2 210,913 4.2 216,502 4.4 ---------- ----- ---------- ----- ---------- ----- TOTAL LOANS AND LEASES 5,278,372 100.0% 5,066,809 100.0% 4,965,725 100.0% ===== ===== ===== Less allowance for loan and lease losses 61,660 62,253 61,882 --------- ---------- ---------- Total net loans and leases $5,216,712 $5,004,556 $4,903,843 ========== ========== ==========
The loan and lease portfolio is the largest component of earning assets and accounts for the greatest portion of total interest income. At September 30, 1994, total loans and leases were $5,278,372,000, an increase of 4.2% from December 31, 1993. Total loans and leases at September 30, 1994, represented 73.2% of total assets, 80.0% of total earning assets and 104.3% of total deposits compared to 69.7% of total assets, 78.6% of total earning assets and 97.1% of total deposits at December 31, 1993. Governmental and certain other time deposits were shifted into security repurchase agreements at September 30, 1994, December 31, 1993 and September 30, 1993 to reduce the Company's deposit insurance premiums. If these repurchase agreements were included in the deposit base, total loans and leases as a percentage of total deposits would represent 89.3%, 83.8% and 83.2%, respectively, at such dates. Loan concentrations are considered to exist when there are amounts loaned to multiple borrowers engaged in similar activities which would cause them to be similarly impacted by economic or other conditions. At September 30, 1994, commercial real estate loans totalled $970,282,000, or 18.4%, of total loans and leases. The Company has selectively participated as a lender on commercial properties on the mainland United States, principally on the west coast. Such loans totalled $57.1 million at September 30, 1994, a decrease of 15.7% from December 31, 1993. At September 30, 1994, the largest concentration of commercial real estate loans to a single borrower was $29.0 million. Commercial loans outstanding remained virtually unchanged since year-end, reflecting the continuing weakness in the Hawaii economy and corresponding lack of growth in appropriate lending opportunities. Construction and land development loans decreased 5.5% from December 31, 1993 to September 30, 1994 due to repayments and loans transferred to commercial real estate because of project completion and receipt of permanent financing. 11 13 NONPERFORMING ASSETS A summary of nonperforming assets at September 30, 1994, December 31, 1993 and September 30, 1993 follows:
SEPTEMBER 30, December 31, September 30, 1994 1993 1993 ------------- ------------ ------------- (dollars in thousands) Nonperforming loans and leases: Nonaccrual: Commercial, financial and agricultural $ 14,237 $ 13,823 $ 21,559 Real estate: Commercial 27,847 12,145 6,227 Construction 7,858 28,571 31,073 Residential: Insured, guaranteed, or conventional 4,654 5,473 3,067 Home equity credit lines 698 255 253 --------- ---------- --------- Total real estate loans 41,057 46,444 40,620 --------- ---------- --------- Consumer 109 45 132 Lease financing -- -- 27 --------- ---------- --------- Total nonaccrual loans and leases 55,403 60,312 62,338 Renegotiated: Commercial real estate 3,128 -- -- Commercial, financial and agricultural -- 20 31 --------- ---------- --------- Total nonperforming loans and leases 58,531 60,332 62,369 Other real estate owned 3,640 13,034 12,683 --------- ---------- --------- Total nonperforming assets $ 62,171 $ 73,366 $ 75,052 ========= ========== ========= Loans and leases past due 90 days or more and still accruing interest $ 35,389 $ 40,285 $ 15,930 ========= ========== ========= Nonperforming assets to total loans and leases and other real estate owned (end of period): Excluding past due loans and leases 1.18% 1.44% 1.51% Including past due loans and leases 1.85% 2.24% 1.83% Nonperforming assets to total assets (end of period): Excluding past due loans and leases .86% 1.01% 1.05% Including past due loans and leases 1.35% 1.56% 1.28%
12 14 NONPERFORMING ASSETS, CONTINUED Nonperforming assets decreased from $73,366,000 at December 31, 1993 to $62,171,000 at September 30, 1994. The decrease was primarily attributable to: (1) the sale of a $10.0 million commercial property classified as other real estate owned; (2) $9.3 million in loan repayments; (3) a $9.1 million real estate construction loan which was returned to accrual status; and (4) the partial charge-offs of three real estate construction loans totalling $6.8 million. The decrease was offset by the addition to nonaccrual status of two commercial loans totalling $12.5 million and three commercial real estate loans totalling $13.3 million. The decrease in the nonaccrual real estate - construction loan category and increase in the renegotiated commercial real estate loan category was primarily attributable to a $13.0 million loan which was renegotiated with the borrower. Subsequently, $9.1 million of the loan balance was returned to accrual status based on the performance of the loan under the renegotiated terms. Loans and leases past due 90 days or more and still accruing interest totalled $35,389,000 at September 30, 1994, a decrease of 12.2% from December 31, 1993. All of the loans which are past due 90 days or more and still accruing interest are in management's judgement adequately collateralized and in the process of collection. In recent periods, the level of the Company's nonperforming assets and charge-offs has been adversely affected by the unusually long recession experienced by the Hawaii economy and weaknesses in both the local and California real estate markets. The Company believes that the Hawaii economy is beginning to show signs of improvement, and local commercial real estate markets evidence signs of having stabilized. A significant and sustained improvement in the Hawaii economy and in local real estate markets should have a positive effect on the Company's overall asset quality; however, there can be no assurance that such improvements will result in a significant reduction in the level of nonperforming assets (which consist primarily of commercial real estate loans) or related charge-offs in the near term. 13 15 DEPOSITS The following table sets forth the average balances and the average rates paid on deposits for the periods indicated:
QUARTER ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30, ------------------------------------------------- ------------------------------------------------- 1994 1993 1994 1993 ----------------------- ---------------------- ---------------------- ---------------------- AVERAGE AVERAGE Average Average AVERAGE AVERAGE Average Average BALANCE RATE(1) Balance Rate(1) BALANCE RATE(1) Balance Rate(1) ---------- ------- ----------- ------- ----------- ------- ---------- ------- (dollars in thousands) Interest-bearing demand $1,105,142 2.21% $1,264,736 2.09% $1,164,714 2.02% $1,237,276 2.23% Savings 1,269,977 2.20 1,441,851 2.30 1,292,044 2.12 1,416,801 2.68 Time 1,835,559 4.38 1,473,828 4.43 1,736,599 4.26 1,434,702 4.53 ---------- ---------- ---------- ---------- Total interest-bearing deposits 4,210,678 3.15 4,180,415 2.99 4,193,357 2.98 4,088,779 3.19 Noninterest-bearing demand 860,221 -- 925,803 -- 888,603 -- 920,175 -- ---------- ---------- ---------- ---------- Total deposits $5,070,899 2.62% $5,106,218 2.44% $5,081,960 2.46% $5,008,954 2.61% ========== ========== ========== ========== (1) Annualized.
Average deposits for the nine months ended September 30, 1994 increased $73.0 million, or 1.5%, compared to the same period in 1993. For the current quarter, average deposits decreased $35.3 million, or .7%, as compared to the third quarter of 1993. Exclusive of the average deposits of Pioneer for the nine months and quarter ended September 30, 1994 (which consisted primarily of time deposits), average deposits decreased $174.4 million, or 3.6%, and $231.4 million, or 4.7%, respectively. The investment by customers in higher-yielding alternative investments, generally with non-financial institutions, and the shift of public deposits into security repurchase agreements, contributed to the decrease in average deposits. 14 16 PROVISION AND ALLOWANCE FOR LOAN AND LEASE LOSSES The following table sets forth the activity in the allowance for loan and lease losses for the periods indicated:
QUARTER ENDED NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, ------------------------- ---------------------------- 1994 1993 1994 1993 ---------- ---------- ---------- ---------- (dollars in thousands) Loans and leases outstanding $5,278,372 $4,965,725 $5,278,372 $4,965,725 ========== ========== ========== ========== Average loans and leases outstanding $5,162,097 $4,701,902 $5,096,888 $4,497,293 ========== ========== ========== ========== Allowance for loan and lease losses summary: Balance at beginning of period $ 61,873 $ 56,828 $ 62,253 $ 56,385 ---------- ---------- ---------- ---------- Allowance due to merger of Pioneer -- 4,525 -- 4,525 Loans and leases charged off: Commercial, financial and agricultural 1,149 607 4,257 2,235 Real estate - mortgage 405 153 1,557 203 Real estate - construction 4,240 1,302 6,445 3,574 Consumer 1,700 1,500 4,705 4,864 Lease financing -- 3 -- 3 ---------- ---------- ---------- ---------- Total loans and leases charged off 7,494 3,565 16,964 10,879 ---------- ---------- ---------- ---------- Recoveries on loans and leases charged off: Commercial, financial and agricultural 254 19 1,140 172 Real estate - mortgage 51 369 96 370 Real estate - construction 37 -- 242 -- Consumer 381 491 1,200 1,286 Lease financing 10 2 14 4 ---------- ---------- ---------- ---------- Total recoveries on loans and leases charged off 733 881 2,692 1,832 ---------- ---------- ---------- ----------- Net charge-offs (6,761) (2,684) (14,272) (9,047) Provision charged to expense 6,548 3,213 13,679 10,019 ---------- ---------- ---------- ---------- Balance at end of period $ 61,660 $ 61,882 $ 61,660 $ 61,882 ========== ========== ========== ========== Ratio of net loans and leases charged off to average loans and leases .52%(1) .23%(1) .37%(1) .27%(1) Ratio of net loans and leases charged off to allowance for loan and lease losses 43.50%(1) 17.21%(1) 30.95%(1) 19.55%(1) Ratio of allowance for loan and lease losses to total loans and leases (end of period) 1.17% 1.25% 1.17% 1.25% Ratio of allowance for loan and lease losses to nonperforming loans and leases (end of period): Excluding past due loans and leases 105.35% 99.22% 105.35% 99.22% Including past due loans and leases 65.65% 79.03% 65.65% 79.03%
(1) Annualized. 15 17 PROVISION AND ALLOWANCE FOR LOAN AND LEASE LOSSES, CONTINUED For the first nine months of 1994, the provision for loan and lease losses was $13,679,000, an increase of $3,660,000, or 36.5%, over the first nine months of 1993. The provision for loan and lease losses was $6,548,000 for the third quarter of 1994, an increase of $3,335,000, or 103.8%, over the third quarter of 1993. These increases are consistent with the increase in net charge-offs for the respective periods. Net charge-offs for the first nine months of 1994 were $14,272,000, an increase of $5,225,000, or 57.8%, over the first nine months of 1993. Net charge-offs for the third quarter of 1994 were $6,761,000 compared to $2,684,000 a year ago. The increase in the net charge-offs for the third quarter of 1994 was primarily due to the charge-offs on two Hawaii commercial real estate loans aggregating $3,215,000, as a result of the Shared National Credit report by the regulatory agencies. Management believes that the increased levels of net charge-offs, which reflect the continuing weakness in the Hawaii economy and local real estate markets, may continue in future periods. The ratio of the allowance for loan and lease losses to nonperforming loans and leases increased from 99.22% at September 30, 1993 to 105.35% at September 30, 1994. The increase was primarily attributable to the decline in nonperforming loans and leases from $62,369,000 at September 30, 1993 to $58,531,000 at September 30, 1994, a decrease of $3,838,000, or 6.2%. OTHER OPERATING INCOME Exclusive of securities transactions, other operating income for the first nine months and third quarter of 1994 increased 14.4% and 1.4%, respectively, over the same periods in 1993. The increase for the first nine months of 1994 was primarily attributable to the increases in trust income and service charges/fees described below, and the acquisition of Pioneer. Trust fees increased $1,925,000, or 12.2%, for the first nine months of 1994 over the same period in 1993. Similarly, trust fees increased 5.0% for the third quarter of 1994 over the third quarter of 1993. The increases were primarily the result of increases in fees from pension plans and irrevocable trusts and investment management fees which were the result of new business. Service charges on deposit accounts increased $2,232,000, or 14.2%, and $197,000, or 3.3%, for the first nine months and third quarter of 1994, respectively, over the same periods in 1993. These increases were primarily attributable to increases in fees on checking accounts and service fees at Pioneer. Other service charges and fees increased $3,046,000, or 14.9%, and $879,000, or 12.7%, for the first nine months and third quarter of 1994, respectively, over the same periods in 1993. These increases were primarily attributable to increases in merchant discount income and commissions. Security transactions resulted in a net pre-tax gain of $175,000 and $33,000 for the first nine months and third quarter of 1994, respectively, compared to a net pre-tax gain of $1,953,000 and $54,000, respectively, for the same periods in 1993. The Company recognized a pre-tax gain of $1,873,000 from the sale of its Fannie Mae and Sallie Mae stocks in the second quarter of 1993. Other operating income increased $1,016,000 for the first nine months and decreased $1,035,000 for the third quarter of 1994, respectively, over the same periods in 1993. The increase for the first nine months of 1994 was primarily attributable to advisory fee income and the acquisition of Pioneer. The decrease for the third quarter of 1994 was principally due to the gain on sale of a lease of $1,368,000 in the third quarter of 1993. 16 18 OTHER OPERATING EXPENSES Other operating expenses totalled $183,471,000 for the first nine months of 1994, an increase of $17,142,000, or 10.3% over the first nine months of 1993. Other operating expenses totalled $60,489,000 for the third quarter of 1994, an increase of $3,460,000, or 6.1%, over the third quarter of 1993. Total personnel expenses (salaries and wages and employee benefits) increased $8,511,000, or 10.4%, for the first nine months of 1994 over the same period in 1993. Personnel expenses attributable to recent acquisitions account for $4,523,000 of the increase. The balance of the increase was attributable to normal merit increases and higher workers' compensation, health and payroll tax expenses. Total personnel expenses increased 5.4% for the third quarter of 1994 over the same quarter in 1993. Occupancy expense for the first nine months of 1994 increased $3,190,000, or 22.4%, over the same period in 1993 with $3,040,000 attributable to the Pioneer acquisition. Occupancy expense increased 11.7% for the third quarter of 1994 over the same quarter in 1993. Equipment expense increased $3,450,000, or 23.4%, for the first nine months of 1994 over the same period in 1993, primarily as a result of higher depreciation and rental expense and maintenance service contracts in connection with the migration from a Unisys to IBM information technology platform and improvements in the delivery and processing systems. Equipment expense increased 17.6% for the third quarter of 1994 over the same quarter in 1993. Excluding the loss of $1,409,000 on the disposition of certain other real estate owned in the second quarter of 1994 and the write-off of $5,444,000 for the undepreciated cost of certain structures on the Company's redevelopment block in the first quarter of 1993, other operating expenses increased $6,026,000, or 12.0%, for the first nine months of 1994 over the same period in 1993. The acquisition of Pioneer accounts for $4,081,000 of this increase. The remainder of the increase was due to higher utility, professional fees and outside services. Other operating expense increased 2.1% for the third quarter of 1994 over the same quarter in 1993. INCOME TAXES The Company's effective income tax rate (exclusive of the tax equivalent adjustment) for the nine months and quarter ended September 30, 1994 was 35.0% and 34.8%, respectively, as compared to 34.3% and 39.9%, respectively, for the same periods in 1993. The decrease in the Company's effective income tax rate in the third quarter of 1994 was due to the retroactive adjustment for current and deferred income taxes totalling $1,922,000 as a result of the Omnibus Budget Reconciliation Act of 1993. 17 19 LIQUIDITY AND CAPITAL- Stockholders' equity was $628,982,000 at September 30, 1994, a 3.4% increase from $608,369,000 at December 31, 1993. Average stockholders' equity represented 8.79% of average total assets for the third quarter of 1994 compared to 8.64% in the same quarter last year. There was no significant change in the Company's liquidity position during the third quarter of 1994. The following tables present the Company's regulatory capital position at September 30, 1994: RISK-BASED CAPITAL RATIOS
AMOUNT RATIO ---------- ----- (dollars in thousands) Tier 1 Capital $ 545,715 9.85% Tier 1 Capital minimum requirement (1) 221,574 4.00 ---------- ----- Excess $ 324,141 5.85% ========== ===== Total Capital $ 707,375 12.77% Total Capital minimum requirement (1) 443,148 8.00 ---------- ----- Excess $ 264,227 4.77% ========== ===== Risk-weighted assets $5,539,356 ==========
LEVERAGE RATIO
AMOUNT RATIO ---------- ----- (dollars in thousands) Tier 1 Capital to average total assets (Tier 1 Leverage Ratio) $ 545,715 7.76% Minimum leverage requirement (2) 211,052 3.00 ---------- ---- Excess $ 334,663 4.76% ========== ==== Average total assets, net of goodwill and certain intangible assets $7,035,050 ==========
(1) Risk-based capital guidelines as established by the Federal Reserve Board for bank holding companies require minimum Tier 1 and Total capital ratios of 4% and 8%, respectively. (2) The Leverage Ratio of 3% is the minimum requirement for the most highly rated banking organizations which are not experiencing or anticipating significant growth. According to the Federal Reserve Board, other banking organizations will be expected to maintain capital at higher levels of at least an additional one to two percent. The Board of Directors of the Company has authorized the purchase from time to time of shares of outstanding common stock of the Company for issuance under the Company's Incentive Plan for Key Executives and Stock Incentive Plan. During the last quarter, the Company acquired 46,000 shares at an average price of $29.30 per share under this authorization. On October 25, 1994, the Company acquired 200,000 shares at an average price of $27.875 per share in a private purchase authorized by the Board of Directors. 18 20 PART II. OTHER INFORMATION ITEM 5. OTHER INFORMATION RECENT DEVELOPMENT As a result of a review by the Company of investment accounts managed by its trust group, the Company has preliminarily determined that certain of such accounts may have decreased in value due in part to the inclusion of collateralized mortgage obligations which were not within the applicable customer instructions for such accounts. The Company has stated that it intends to cover any customer losses caused by investments that were not made in compliance with the applicable customer instructions. The Company is currently continuing its review of the accounts in question and at this point cannot quantify the precise amount of losses involved, although the Company believes that any losses to it will be mitigated by insurance coverage. The Company believes that any such losses will not have a material effect on its financial condition, although there could be an impact on its results of operations in a future quarter. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits Exhibit 12 Statement regarding computation of consolidated ratios of earnings to fixed charges. Exhibit 27 Financial Data Schedule (b) Reports on Form 8-K - No reports on Form 8-K were filed during the quarter ended September 30, 1994. 19 21 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. FIRST HAWAIIAN, INC. (REGISTRANT) Date November 14, 1994 By /s/ HOWARD H. KARR ---------------------- -------------------------------------- HOWARD H. KARR EXECUTIVE VICE PRESIDENT AND TREASURER (PRINCIPAL FINANCIAL OFFICER) 20 22 EXHIBIT INDEX
EXHIBIT PAGE NUMBER IN NUMBER DESCRIPTION QUARTERLY REPORT FORM 10-Q ------ ----------- -------------------------- 12 Statement re: computation of ratios. 22 27 Financial Data Schedule 23
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EXHIBIT 12.    STATEMENT RE:  COMPUTATION OF RATIOS



                     First Hawaiian, Inc. and Subsidiaries
        Computation of Consolidated Ratios of Earnings to Fixed Charges


QUARTER ENDED NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, --------------------------- --------------------------- 1994 1993 1994 1993 ----------- ---------- ---------- ---------- (dollars in thousands) Income before income taxes and cumulative effect of a change in accounting principle $30,344 $31,148 $ 88,482 $ 89,567 ------- ------- -------- -------- Fixed charges:(1) Interest expense 48,100 40,698 133,883 120,968 Capitalized interest 1,825 2,364 5,573 3,456 Rental expense 1,155 778 3,395 1,996 ------- ------- -------- -------- 51,080 43,840 142,851 126,420 Less interest on deposits 33,449 31,468 93,484 97,626 ------- ------- -------- -------- Net fixed charges 17,631 12,372 49,367 28,794 ------- ------- -------- -------- Earnings, excluding interest on deposits $47,975 $43,520 $137,849 $118,361 ======= ======= ======== ======== Earnings, including interest on deposits $81,424 $74,988 $231,333 $215,987 ======= ======= ======== ======== Ratio of earnings to fixed charges: Excluding interest on deposits 2.72 x 3.52 x 2.79 x 4.11 x Including interest on deposits 1.59 x 1.71 x 1.62 x 1.71 x
(1) For purposes of computing the above ratios, earnings represent income before income taxes and cumulative effect of a change in accounting principle plus fixed charges. Fixed charges, excluding interest on deposits, include interest (other than on deposits), whether expensed or capitalized, and that portion of rental expense (generally one third) deemed representative of the interest factor. Fixed charges, including interest on deposits, include all interest, whether expensed or capitalized, and that portion of rental expense (generally one third) deemed representative of the interest factor. 22
 

9 1,000 US DOLLARS 9-MOS DEC-31-1994 JAN-01-1994 SEP-30-1994 1.00 215,167 23,622 154,523 0 126,826 1,012,076 1,003,339 5,278,372 61,660 7,208,422 5,058,996 1,115,930 182,358 220,418 0 0 162,713 466,269 7,208,422 305,206 43,675 5,361 354,242 93,484 133,883 220,359 13,679 175 183,471 88,482 57,514 0 0 57,514 1.78 1.78 7.40 55,403 35,389 3,128 633 62,253 16,964 2,692 61,660 42,660 0 19,000