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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(D) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): May 3, 2024

 

TERRITORIAL BANCORP INC.

(Exact Name of Registrant as Specified in its Charter)

 

Maryland 1-34403 26-4674701
(State or Other Jurisdiction
of Incorporation)
(Commission File No.) (I.R.S. Employer Identification No.)

 

1003 Bishop Street, Suite 500, Honolulu, Hawaii   96813
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (808) 946-1400 

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

Securities registered pursuant to Section 12(b) of the Act.

 

Title of each class   Trading symbol   Name of each exchange on which registered
Common stock, par value $0.01 per share   TBNK   The NASDAQ Stock Market LLC

  

 

  

 


 

Item 2.02 Results of Operations and Financial Condition

 

On May 3, 2024 Territorial Bancorp Inc. issued a press release announcing earnings for the three-month period ending March 31, 2024. A copy of the press release is attached as Exhibit 99 to this report.

 

The press release attached as an exhibit to this Current Report pursuant to this Item 2.02 is being furnished to, and not filed with, the Securities and Exchange Commission.

 

Item 9.01 Financial Statements and Exhibits

 

(a)           Not Applicable.

 

(b)           Not Applicable.

 

(c)           Not Applicable.

 

(d)           Exhibits.

 

Exhibit No.

 

99.1 March 31, 2024 Press Release: Territorial Bancorp Inc. Announces First Quarter 2024 Results

104 Cover Page Interactive Data File (embedded with the inline XBRL document)

 

 


 

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, hereunto duly authorized.

 

  Territorial Bancorp Inc.
   
DATE: May 3, 2024 By: /s/ Vernon Hirata
    Vernon Hirata
    Vice Chairman, Co-Chief Operating Officer and Secretary

 

 

 

EX-99.1 2 tm2413297d1_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

PRESS RELEASE

FOR IMMEDIATE RELEASE

Contact: Walter Ida

(808) 946-1400

 

Territorial Bancorp Inc. Announces First Quarter 2024 Results

 

· The Company’s tier one leverage and risk-based capital ratios were 11.58% and 28.84%, respectively, and the Company is considered to be “well-capitalized” at March 31, 2024.
· Ratio of non-performing assets to total assets of 0.10% at March 31, 2024.
· Strong liquidity position with $90 million in cash balances and access to liquidity totaling $901.70 million as of March 31, 2024.

 

Honolulu, Hawaii, May 3, 2024- Territorial Bancorp Inc. (NASDAQ: TBNK) (the “Company”), headquartered in Honolulu, Hawaii, the holding company parent of Territorial Savings Bank, announced a net loss of $482,000, or $(0.06) per diluted share, for the three months ended March 31, 2024.

 

Hope Bancorp Merger Agreement

 

As previously announced in a joint news release issued April 29, 2024, Hope Bancorp, Inc. (Nasdaq:HOPE) and the Company signed a definitive merger agreement.  Under the terms of the merger agreement, Company shareholders will receive a fixed exchange ratio of 0.8048 share of Hope Bancorp common stock in exchange for each share of Company common stock they own, in a 100% stock-for-stock transaction valued at approximately $78.6 million, based on the closing price of Hope Bancorp’s common stock on April 26, 2024. The transaction is intended to qualify as a tax-free reorganization for Territorial shareholders.

 

Upon completion of the transaction, Hope Bancorp intends to maintain the Territorial franchise in Hawaii and preserve the 100-plus year legacy of the Territorial Savings Bank brand name, culture and commitment to the local communities. The branches will continue to do business under the Territorial Savings Bank brand, as a trade name of Bank of Hope.

 

The transaction is subject to regulatory approvals, the approval of Territorial shareholders, and the satisfaction of other customary closing conditions.

 

 


 

Interest Income

 

Net interest income decreased by $3.33 million for the three months ended March 31, 2024. Total interest income was $17.99 million for the three months ended March 31, 2024, compared to $16.72 million for the three months ended March 31, 2023. The $1.27 million increase in total interest income was primarily due to an $886,000 increase in interest earned on other investments and a $611,000 increase in interest earned on loans. The increase in interest income on other investments is primarily due to a $50.72 million increase in the average cash balance with the Federal Reserve Bank (FRB) and a 97 basis point increase in the average interest rate paid on cash balances. The $611,000 increase in interest income on loans resulted from a $12.23 million increase in the average loan balance together with a 16 basis point increase in the average loan yield.

 

Interest Expense

 

As a result of recent increases in short-term interest rates, total interest expense increased by $4.60 million for the three months ended March 31, 2024. Interest expense on deposits increased by $3.25 million primarily due to an increase in interest expense on certificates of deposit (CD) and savings accounts. Interest expense on CDs rose by $2.28 million due to a 126 basis point increase in the average cost of CDs and an $87.24 million increase in the average CD balance. Interest expense on savings accounts rose by $969,000 due to a 56 basis point increase in the average cost of savings accounts which was partially offset by a $143.40 million decrease in the average savings account balance. The increase in the average cost of CDs and savings accounts occurred as interest rates were raised in response to the increase in market interest rates. The increase in the average balance of CDs occurred as customers transferred balances from lower rate savings accounts to higher rate CDs. Interest expense on Federal Home Loan Bank (FHLB) advances increased by $756,000 for the three months ended March 31, 2024, primarily due to a $49.67 million increase in the average advance balance and an 80 basis point increase in the average cost of advances. Interest expense on FRB borrowings rose by $595,000 for the three months ended March 31, 2024, as the Company obtained a $50.0 million advance from the FRB in the fourth quarter of 2023. Additional FHLB and FRB advances were obtained in 2023 to enhance the Company’s liquidity and to fund deposit withdrawals.

 

Noninterest Expense

 

Noninterest expense increased by $447,000 for the three months ended March 31, 2024, primarily due to increases in the Federal Deposit Insurance Corporation (FDIC) premium and legal expenses which were offset by decreases in salaries and employee benefits. FDIC premium expense rose by $251,000 for the quarter because of an increase in the FDIC insurance premium rate retroactive to October 1, 2023. Other general and administrative expenses rose by $512,000 for the quarter and included $290,000 in merger-related legal expenses. Salaries and employee benefits decreased by $442,000 for the quarter primarily due to a decrease in compensation expense, deferred salary expense for originating new loans, deferred compensation accruals, supplemental executive retirement plan benefits and accruals for the employee stock ownership plan (ESOP). The decrease in compensation expense is primarily due to a decrease in the number of employees working at the bank. The decrease in deferred salary expense for originating new loans occurred as fewer loans were originated during the three months ended March 31, 2024, compared to the three months ended March 31, 2023. The decrease in ESOP accruals is primarily due to a decline in the Company’s share price which is used to calculate the accrual.

 

Income Taxes

 

Income tax benefit for the three months ended March 31, 2024 was $243,000 with an effective tax rate of (33.52)% compared to income tax expense of $851,000 with an effective tax rate of 26.87% for the three months ended March 31, 2023. The decrease in income tax expense was primarily due to a $3.89 million decrease in income before income taxes during the quarter.

 

 


 

Balance Sheet

 

Total assets were $2.19 billion at March 31, 2024 and $2.24 billion at December 31, 2023. Investment securities, including available for sale securities, decreased by $8.84 million to $697.06 million at March 31, 2024 from $705.90 million at December 31, 2023. The decrease in investment securities occurred primarily because of principal repayments on mortgage-backed securities. Cash and cash equivalents decreased by $36.60 million to $90.06 million at March 31, 2024 from $126.66 million at December 31, 2023. The decrease in cash and cash equivalents was used to fund deposit withdrawals during the quarter ended March 31, 2024.

 

Deposits decreased by $36.46 million from $1.64 billion at December 31, 2023 to $1.60 billion at March 31, 2024. The decrease in deposits occurred as customers sought higher interest rates on their deposits than what the Company offers.

 

Asset Quality

 

Credit quality continues to be extremely important as the Bank adheres to its strict underwriting standards. The Company had $87,000 in delinquent mortgage loans 90 days or more past due at March 31, 2024, compared to $227,000 at December 31, 2023. Non-performing assets totaled $2.21 million at March 31, 2024, compared to $2.26 million at December 31, 2023. The ratio of non-performing assets to total assets was 0.10% at March 31, 2024 and December 31, 2023. The allowance for credit losses at March 31, 2024 was $5.14 million and represented 0.39% of total loans, compared to $5.12 million and 0.39% of total loans as of December 31, 2023. The ratio of the allowance for credit losses to non-performing loans rose to 233.20% at March 31, 2024, compared to 226.59% at December 31, 2023.

 

About Us

 

Territorial Bancorp Inc., headquartered in Honolulu, Hawaii, is the stock holding company for Territorial Savings Bank. Territorial Savings Bank is a state chartered savings bank which was originally chartered in 1921 by the Territory of Hawaii. Territorial Savings Bank conducts business from its headquarters in Honolulu, Hawaii and has 28 branch offices in the state of Hawaii. For additional information, please visit the Company’s website at: https://www.tsbhawaii.bank.

 

Additional Information and Where to Find it

 

In connection with the proposed merger, Hope Bancorp, Inc. will file with the Securities and Exchange Commission (“SEC”) a Registration Statement on Form S-4, which will include a Proxy Statement of Territorial Bancorp Inc. that also constitutes a prospectus of Hope Bancorp, Inc. Territorial Bancorp shareholders are encouraged to read the Registration Statement and the Proxy Statement/Prospectus regarding the merger when it becomes available and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information about the proposed merger. Territorial Bancorp shareholders will be able to obtain a free copy of the Proxy Statement/Prospectus, as well as other filings containing information about Hope Bancorp and Territorial Bancorp at the SEC’s Internet site (www.sec.gov). Territorial Bancorp shareholders will also be able to obtain these documents, free of charge, from Territorial Bancorp at https://www.tsbhawaii.bank/tsb/investor-relations/.

 

 


 

Participants in Solicitation

 

Territorial Bancorp and its directors, executive officers, management and employees may be deemed to be participants in the solicitation of proxies in respect of the merger. Information concerning Territorial Bancorp’s participants is set forth in the Proxy Statement, dated April 16, 2024, for Territorial Bancorp’s 2024 annual meeting of shareholders as filed with the SEC on Schedule 14A. Additional information regarding the participants in the solicitation of proxies in respect of the proposed transaction and interests of participants of Territorial Bancorp in the solicitation of proxies in respect of the merger will be included in the Registration Statement and Proxy Statement/Prospectus to be filed with the SEC. Free copies of these documents, when available, may be obtained as described in the preceding paragraph.

 

Forward-looking statements - this earnings release contains forward-looking statements, which can be identified by the use of words such as “estimate,” “project,” “believe,” “intend,” “anticipate,” “plan,” “seek,” “expect,” “will,” “may” and words of similar meaning. These forward-looking statements include, but are not limited to:

 

· statements of our goals, intentions and expectations;
· statements regarding our business plans, prospects, growth and operating strategies;
· statements regarding the asset quality of our loan and investment portfolios; and
· estimates of our risks and future costs and benefits.

 

These forward-looking statements are based on our current beliefs and expectations and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. We are under no duty to and do not take any obligation to update any forward-looking statements after the date of this earnings release.

 

The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements:

 

· factors related to the proposed transaction with Hope Bancorp, including the receipt of regulatory and shareholder approvals, and other customary closing conditions;
· general economic conditions, either internationally, nationally or in our market areas, that are worse than expected;
· competition among depository and other financial institutions;
· inflation and changes in the interest rate environment that reduce our margins or reduce the fair value of financial instruments;
· adverse changes in the securities markets;
· changes in laws or government regulations or policies affecting financial institutions, including changes in regulatory fees and capital requirements;
· changes in monetary or fiscal policies of the U.S. Government, including policies of the U.S. Treasury and the Federal Reserve Board;
· our ability to enter new markets successfully and capitalize on growth opportunities;
· our ability to successfully integrate acquired entities, if any;

 

 


 

· changes in consumer demand, spending, borrowing and savings habits;
· changes in accounting policies and practices, as may be adopted by the bank regulatory agencies, the Financial Accounting Standards Board, the Securities and Exchange Commission and the Public Company Accounting Oversight Board;
· changes in our organization, compensation and benefit plans;
· the timing and amount of revenues that we may recognize;
· the value and marketability of collateral underlying our loan portfolios;
· our ability to retain key employees;
· cyberattacks, computer viruses and other technological risks that may breach the security of our websites or other systems to obtain unauthorized access to confidential information, destroy data or disable our systems;
· technological change that may be more difficult or expensive than expected;
· the ability of third-party providers to perform their obligations to us;
· the ability of the U.S. Government to manage federal debt limits;
· the quality and composition of our investment portfolio;
· the effect of any pandemic disease, including COVID-19, natural disaster, war, act of terrorism, accident or similar action or event;
· changes in market and other conditions that would affect our ability to repurchase our common stock; and
· changes in our financial condition or results of operations that reduce capital available to pay dividends.

 

Because of these and a wide variety of other uncertainties, our actual future results may be materially different from the results indicated by these forward-looking statements.

 

 


 

Territorial Bancorp Inc. and Subsidiaries

Consolidated Statements of Operations (Unaudited)

(Dollars in thousands, except per share data)

 

    Three Months Ended  
    March 31,  
    2024     2023  
Interest income:                
Loans   $ 12,065     $ 11,454  
Investment securities     4,313       4,540  
Other investments     1,613       727  
Total interest income     17,991       16,721  
                 
Interest expense:                
Deposits     6,779       3,530  
Advances from the Federal Home Loan Bank     1,810       1,054  
Advances from the Federal Reserve Bank     595        
Securities sold under agreements to repurchase     46       46  
Total interest expense     9,230       4,630  
                 
Net interest income     8,761       12,091  
Provision (reversal of provision) for credit losses     19       (100 )
                 
Net interest income after provision (reversal of provision) for credit losses     8,742       12,191  
                 
Noninterest income:                
Service and other fees     273       310  
Income on bank-owned life insurance     246       203  
Net gain on sale of loans           1  
Other     74       75  
Total noninterest income     593       589  
                 
Noninterest expense:                
Salaries and employee benefits     4,962       5,404  
Occupancy     1,738       1,623  
Equipment     1,323       1,312  
Federal deposit insurance premiums     496       245  
Other general and administrative expenses     1,541       1,029  
Total noninterest expense     10,060       9,613  
                 
(Loss) income before income taxes     (725 )     3,167  
Income tax (benefit) expense     (243 )     851  
Net (loss) income   $ (482 )   $ 2,316  
                 
Basic (loss) earnings per share   $ (0.06 )   $ 0.26  
Diluted (loss) earnings per share   $ (0.06 )   $ 0.26  
Cash dividends declared per common share   $     $ 0.23  
Basic weighted-average shares outstanding     8,588,137       8,774,634  
Diluted weighted-average shares outstanding     8,630,719       8,806,744  

 

 


 

Territorial Bancorp Inc. and Subsidiaries

Consolidated Balance Sheets (Unaudited)

(Dollars in thousands, except per share data)

 

    March 31,     December 31,  
    2024     2023  
ASSETS                
Cash and cash equivalents   $ 90,059     $ 126,659  
Investment securities available for sale, at fair value     19,483       20,171  
Investment securities held to maturity, at amortized cost (fair value of $547,290 and $568,128 at March 31, 2024 and December 31, 2023, respectively)     677,578       685,728  
Loans receivable     1,309,712       1,308,552  
Allowance for credit losses     (5,142 )     (5,121 )
Loans receivable, net of allowance for credit losses     1,304,570       1,303,431  
Federal Home Loan Bank stock, at cost     12,232       12,192  
Federal Reserve Bank stock, at cost     3,182       3,180  
Accrued interest receivable     6,281       6,105  
Premises and equipment, net     7,144       7,185  
Right-of-use asset, net     12,080       12,371  
Bank-owned life insurance     48,884       48,638  
Income taxes receivable     604       344  
Deferred income tax assets, net     2,820       2,457  
Prepaid expenses and other assets     8,112       8,211  
Total assets   $ 2,193,029     $ 2,236,672  
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY                
Liabilities:                
Deposits   $ 1,600,148     $ 1,636,604  
Advances from the Federal Home Loan Bank     242,000       242,000  
Advances from the Federal Reserve Bank     50,000       50,000  
Securities sold under agreements to repurchase     10,000       10,000  
Accounts payable and accrued expenses     20,113       23,334  
Lease liability     17,597       17,297  
Advance payments by borrowers for taxes and insurance     3,155       6,351  
Total liabilities     1,943,013       1,985,586  
                 
Stockholders' Equity:                
Preferred stock, $0.01 par value; authorized 50,000,000 shares, no shares issued or outstanding            
Common stock, $0.01 par value; authorized 100,000,000 shares; issued and outstanding                
8,826,613 shares at March 31, 2024 and December 31, 2023     88       88  
Additional paid-in capital     48,098       48,022  
Unearned ESOP shares     (2,324 )     (2,447 )
Retained earnings     210,771       211,644  
Accumulated other comprehensive loss     (6,617 )     (6,221 )
Total stockholders’ equity     250,016       251,086  
Total liabilities and stockholders’ equity   $ 2,193,029     $ 2,236,672  

 

 


 

Territorial Bancorp Inc. and Subsidiaries

Selected Financial Data (Unaudited)    

 

    Three Months Ended  
    March 31,  
    2024     2023  
Performance Ratios (annualized):                
Return on average assets     -0.09 %     0.43 %
Return on average equity     -0.77 %     3.67 %
Net interest margin on average interest earning assets     1.65 %     2.30 %
Efficiency ratio (1)     107.55 %     75.81 %

 

      At       At  
      March       December  
      31, 2024       31, 2023  
Selected Balance Sheet Data:                
Book value per share (2)   $ 28.33     $ 28.45  
Stockholders' equity to total assets     11.40 %     11.23 %
                 
Asset Quality                
(Dollars in thousands):                
Delinquent loans 90 days past due and not accruing   $ 87     $ 227  
Non-performing assets (3)   $ 2,205     $ 2,260  
Allowance for credit losses   $ 5,142     $ 5,121  
Non-performing assets to total assets     0.10 %     0.10 %
Allowance for credit losses to total loans     0.39 %     0.39 %
Allowance for credit losses to non-performing assets     233.20 %     226.59 %

 

Note:

 

(1) Efficiency ratio is equal to noninterest expense divided by the sum of net interest income and noninterest income

(2) Book value per share is equal to stockholders' equity divided by number of shares issued and outstanding

(3) Non-performing assets consist of non-accrual loans and real estate owned.  Amounts are net of charge-offs