UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2010
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Exact Name of Registrant as |
|
Commission |
|
I.R.S. Employer |
Specified in Its Charter |
|
File Number |
|
Identification No. |
HAWAIIAN ELECTRIC INDUSTRIES, INC. |
|
1-8503 |
|
99-0208097 |
and Principal Subsidiary |
|
|
|
|
HAWAIIAN ELECTRIC COMPANY, INC. |
|
1-4955 |
|
99-0040500 |
State of Hawaii
(State or other jurisdiction of incorporation or organization)
900 Richards Street, Honolulu, Hawaii 96813
(Address of principal executive offices and zip code)
Hawaiian Electric Industries, Inc. ----- (808) 543-5662
Hawaiian Electric Company, Inc. ------- (808) 543-7771
(Registrants telephone number, including area code)
Not applicable
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether Registrant Hawaiian Electric Industries, Inc. (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 o
Indicate by check mark whether Registrant Hawaiian Electric Company, Inc. (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 o
Indicate by check mark whether Registrant Hawaiian Electric Industries, Inc. has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o
Indicate by check mark whether Registrant Hawaiian Electric Company, Inc. has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o
Indicate by check mark whether Registrant Hawaiian Electric Industries, Inc. is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
Indicate by check mark whether Registrant Hawaiian Electric Company, Inc. is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date.
Class of Common Stock |
|
Outstanding October 29, 2010 |
Hawaiian Electric Industries, Inc. (Without Par Value) |
|
94,157,246 Shares |
Hawaiian Electric Company, Inc. ($6-2/3 Par Value) |
|
13,786,959 Shares (not publicly traded) |
Indicate by check mark whether Registrant Hawaiian Electric Industries, Inc. is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer x |
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Accelerated filer o |
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|
Non-accelerated filer o |
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Smaller reporting company o |
(Do not check if a smaller reporting company) |
|
|
Indicate by check mark whether Registrant Hawaiian Electric Company, Inc. is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer o |
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Accelerated filer o |
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|
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Non-accelerated filer x |
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Smaller reporting company o |
(Do not check if a smaller reporting company) |
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Hawaiian Electric Industries, Inc. and Subsidiaries
Hawaiian Electric Company, Inc. and Subsidiaries
Form 10-QQuarter ended September 30, 2010
Hawaiian Electric Industries, Inc. and Subsidiaries
Hawaiian Electric Company, Inc. and Subsidiaries
Form 10-QQuarter ended September 30, 2010
Terms |
|
Definitions |
|
|
|
AFUDC |
|
Allowance for funds used during construction |
AOCI |
|
Accumulated other comprehensive income |
AOS |
|
Adequacy of supply |
ASB |
|
American Savings Bank, F.S.B., a wholly-owned subsidiary of American Savings Holdings, Inc. and parent company of American Savings Investment Services Corp. (and its subsidiary, Bishop Insurance Agency of Hawaii, Inc., substantially all of whose assets were sold in 2008). |
ASHI |
|
American Savings Holdings, Inc., a wholly owned subsidiary of Hawaiian Electric Industries, Inc. and the parent company of American Savings Bank, F.S.B. |
CEIS |
|
Clean energy infrastructure surcharge |
CHP |
|
Combined heat and power |
CIP CT-1 |
|
Campbell Industrial Park combustion turbine No. 1 |
Company |
|
When used in Hawaiian Electric Industries, Inc. sections, the Company refers to Hawaiian Electric Industries, Inc. and its direct and indirect subsidiaries, including, without limitation, Hawaiian Electric Company, Inc. and its subsidiaries (listed under HECO); American Savings Holdings, Inc. and its subsidiary, American Savings Bank, F.S.B. and its subsidiaries (listed under ASB); Pacific Energy Conservation Services, Inc.; HEI Properties, Inc.; HEI Investments, Inc. (dissolved in 2008); Hawaiian Electric Industries Capital Trust II and Hawaiian Electric Industries Capital Trust III (inactive financing entities); and The Old Oahu Tug Service, Inc. (formerly Hawaiian Tug & Barge Corp.). When used in Hawaiian Electric Company, Inc. sections, the Company refers to Hawaiian Electric Company, Inc. and its direct subsidiaries. |
Consumer Advocate |
|
Division of Consumer Advocacy, Department of Commerce and Consumer Affairs of the State of Hawaii |
DBEDT |
|
State of Hawaii Department of Business, Economic Development and Tourism |
DBF |
|
State of Hawaii Department of Budget and Finance |
D&O |
|
Decision and order |
DG |
|
Distributed generation |
DOD |
|
Department of Defense federal |
Dodd-Frank Act |
|
Dodd-Frank Wall Street Reform and Consumer Protection Act |
DOE |
|
Department of Energy federal |
DOH |
|
Department of Health of the State of Hawaii |
DRIP |
|
HEI Dividend Reinvestment and Stock Purchase Plan |
DSM |
|
Demand-side management |
ECAC |
|
Energy cost adjustment clauses |
EIP |
|
2010 Equity and Incentive Plan |
Energy Agreement |
|
Agreement dated October 20, 2008 and signed by the Governor of the State of Hawaii, the State of Hawaii Department of Business, Economic Development and Tourism, the Division of Consumer Advocacy of the Department of Commerce and Consumer Affairs, and HECO, for itself and on behalf of its electric utility subsidiaries committing to actions to develop renewable energy and reduce dependence on fossil fuels in support of the HCEI |
EPA |
|
Environmental Protection Agency federal |
EPS |
|
Earnings per share |
Exchange Act |
|
Securities Exchange Act of 1934 |
FASB |
|
Financial Accounting Standards Board |
FDIC |
|
Federal Deposit Insurance Corporation |
federal |
|
U.S. Government |
FHLB |
|
Federal Home Loan Bank |
FHLMC |
|
Federal Home Loan Mortgage Corporation |
FNMA |
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Federal National Mortgage Association |
FSS |
|
Forward Starting Swaps |
GLOSSARY OF TERMS, continued
Terms |
|
Definitions |
|
|
|
GAAP |
|
U.S. generally accepted accounting principles |
GHG |
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Greenhouse gas |
GNMA |
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Government National Mortgage Association |
HCEI |
|
Hawaii Clean Energy Initiative |
HECO |
|
Hawaiian Electric Company, Inc., an electric utility subsidiary of Hawaiian Electric Industries, Inc. and parent company of Hawaii Electric Light Company, Inc., Maui Electric Company, Limited, HECO Capital Trust III (unconsolidated subsidiary), Renewable Hawaii, Inc. and Uluwehiokama Biofuels Corp. |
HEI |
|
Hawaiian Electric Industries, Inc., direct parent company of Hawaiian Electric Company, Inc., American Savings Holdings, Inc., Pacific Energy Conservation Services, Inc., HEI Properties, Inc., HEI Investments, Inc. (dissolved in 2008), Hawaiian Electric Industries Capital Trust II, Hawaiian Electric Industries Capital Trust III and The Old Oahu Tug Service, Inc. (formerly Hawaiian Tug & Barge Corp.). |
HEIII |
|
HEI Investments, Inc. (dissolved in 2008), a wholly owned subsidiary of Hawaiian Electric Industries, Inc. |
HEIRSP |
|
Hawaiian Electric Industries Retirement Savings Plan |
HELCO |
|
Hawaii Electric Light Company, Inc., an electric utility subsidiary of Hawaiian Electric Company, Inc. |
HPOWER |
|
City and County of Honolulu with respect to a power purchase agreement for a refuse-fired plant |
IPP |
|
Independent power producer |
IRP |
|
Integrated resource plan |
Kalaeloa |
|
Kalaeloa Partners, L.P. |
kV |
|
Kilovolt |
kW |
|
Kilowatt |
KWH |
|
Kilowatthour |
MECO |
|
Maui Electric Company, Limited, an electric utility subsidiary of Hawaiian Electric Company, Inc. |
MW |
|
Megawatt/s (as applicable) |
MWh |
|
Megawatthour |
NII |
|
Net interest income |
NPV |
|
Net portfolio value |
NQSO |
|
Nonqualified stock option |
O&M |
|
Operation and maintenance |
OPEB |
|
Postretirement benefits other than pensions |
OTS |
|
Office of Thrift Supervision, Department of Treasury |
OTTI |
|
Other than temporary impairment |
PBF |
|
Public benefits fund |
PPA |
|
Power purchase agreement |
PRPs |
|
Potentially responsible parties |
PUC |
|
Public Utilities Commission of the State of Hawaii |
RAM |
|
Revenue adjustment mechanism |
RBA |
|
Revenue balancing account |
REG |
|
Renewable Energy Group Marketing and Logistics, LLC |
RFP |
|
Request for proposal |
RHI |
|
Renewable Hawaii, Inc., a wholly owned subsidiary of Hawaiian Electric Company, Inc. |
ROACE |
|
Return on average common equity |
ROR |
|
Return on average rate base |
RPS |
|
Renewable portfolio standards |
SAR |
|
Stock appreciation right |
SEC |
|
Securities and Exchange Commission |
See |
|
Means the referenced material is incorporated by reference |
SOIP |
|
1987 Stock Option and Incentive Plan, as amended |
SPRBs |
|
Special Purpose Revenue Bonds |
TOOTS |
|
The Old Oahu Tug Service, a wholly owned subsidiary of Hawaiian Electric Industries, Inc. |
UBC |
|
Uluwehiokama Biofuels Corp., a non-regulated subsidiary of Hawaiian Electric Company, Inc. |
VIE |
|
Variable interest entity |
This report and other presentations made by Hawaiian Electric Industries, Inc. (HEI) and Hawaiian Electric Company, Inc. (HECO) and their subsidiaries contain forward-looking statements, which include statements that are predictive in nature, depend upon or refer to future events or conditions, and usually include words such as expects, anticipates, intends, plans, believes, predicts, estimates or similar expressions. In addition, any statements concerning future financial performance, ongoing business strategies or prospects or possible future actions are also forward-looking statements. Forward-looking statements are based on current expectations and projections about future events and are subject to risks, uncertainties and the accuracy of assumptions concerning HEI and its subsidiaries (collectively, the Company), the performance of the industries in which they do business and economic and market factors, among other things. These forward-looking statements are not guarantees of future performance.
Risks, uncertainties and other important factors that could cause actual results to differ materially from those in forward-looking statements and from historical results include, but are not limited to, the following:
· international, national and local economic conditions, including the state of the Hawaii tourism and construction industries, the strength or weakness of the Hawaii and continental U.S. real estate markets (including the fair value and/or the actual performance of collateral underlying loans held by American Savings Bank, F.S.B. (ASB), which could result in higher loan loss provisions and write-offs), decisions concerning the extent of the presence of the federal government and military in Hawaii, and the implications and potential impacts of current capital and credit market conditions and federal and state responses to those conditions;
· weather and natural disasters, such as hurricanes, earthquakes, tsunamis, lightning strikes and the potential effects of global warming (such as more severe storms and rising sea levels);
· global developments, including terrorist acts, the war on terrorism, continuing U.S. presence in Afghanistan, potential conflict or crisis with North Korea or in the Middle East and Irans nuclear activities;
· the timing and extent of changes in interest rates and the shape of the yield curve;
· the ability of the Company to access credit markets to obtain commercial paper and other short-term and long-term debt financing (including lines of credit) and to access capital markets to issue HEI common stock under volatile and challenging market conditions, and the cost of such financings, if available;
· the risks inherent in changes in the value of pension and other retirement plan assets and securities available for sale;
· changes in laws, regulations, market conditions and other factors that result in changes in assumptions used to calculate retirement benefits costs and funding requirements;
· the impact of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) and of the rules and regulations that the Dodd-Frank Act requires to be promulgated over the next several months;
· increasing competition in the electric utility and banking industries (e.g., increased self-generation of electricity may have an adverse impact on HECOs revenues and increased price competition for deposits, or an outflow of deposits to alternative investments, may have an adverse impact on ASBs cost of funds);
· the implementation of the Energy Agreement with the State of Hawaii and Consumer Advocate (Energy Agreement) setting forth the goals and objectives of a Hawaii Clean Energy Initiative (HCEI), revenue decoupling and the fulfillment by the utilities of their commitments under the Energy Agreement (given the Public Utilities Commission of the State of Hawaii (PUC) approvals needed; the PUCs potential delay in considering HCEI-related costs; reliance by the Company on outside parties like the state, independent power producers (IPPs) and developers; potential changes in political support for the HCEI; and uncertainties surrounding wind power, the proposed undersea cable, biofuels, environmental assessments and the impacts of implementation of the HCEI on future costs of electricity);
· capacity and supply constraints or difficulties, especially if generating units (utility-owned or IPP-owned) fail or measures such as demand-side management (DSM), distributed generation (DG), combined heat and power (CHP) or other firm capacity supply-side resources fall short of achieving their forecasted benefits or are otherwise insufficient to reduce or meet peak demand;
· the risk to generation reliability when generation peak reserve margins on Oahu are strained;
· fuel oil price changes, performance by suppliers of their fuel oil delivery obligations and the continued availability to the electric utilities of their energy cost adjustment clauses (ECACs);
· the impact of fuel price volatility on customer satisfaction and political and regulatory support for the utilities;
· the risks associated with increasing reliance on renewable energy, as contemplated under the Energy Agreement, including the availability and cost of non-fossil fuel supplies for renewable generation and the operational impacts of adding intermittent sources of renewable energy to the electric grid;
· the ability of IPPs to deliver the firm capacity anticipated in their power purchase agreements (PPAs);
· the ability of the electric utilities to negotiate, periodically, favorable fuel supply and collective bargaining agreements;
· new technological developments that could affect the operations and prospects of HEI and its subsidiaries (including HECO and its subsidiaries and ASB) or their competitors;
· federal, state, county and international governmental and regulatory actions, such as changes in laws, rules and regulations applicable to HEI, HECO, ASB and their subsidiaries (including changes in taxation, increases in capital requirements, regulatory changes resulting from the HCEI, environmental laws and regulations, the regulation of greenhouse gas emissions (GHG), healthcare reform, governmental fees and assessments (such as Federal Deposit Insurance Corporation assessments), potential carbon cap and trade legislation that may fundamentally alter costs to produce electricity and accelerate the move to renewable generation);
· decisions by the PUC in rate cases and other proceedings (including the risks of delays in the timing of decisions, adverse changes in final decisions from interim decisions and the disallowance of project costs);
· decisions by the PUC and by other agencies and courts on land use, environmental and other permitting issues (such as required corrective actions, restrictions and penalties that may arise, for example with respect to environmental conditions or renewable portfolio standards (RPS));
· enforcement actions by the OTS (or its regulatory successors, the Office of the Comptroller of the Currency and the Federal Reserve Board) and other governmental authorities (such as consent orders, required corrective actions, restrictions and penalties that may arise, for example, with respect to compliance deficiencies under existing or new banking and consumer protection laws and regulations or with respect to capital adequacy);
· increasing operation and maintenance expenses and investment in infrastructure for the electric utilities, resulting in the need for more frequent rate cases;
· the risks associated with the geographic concentration of HEIs businesses and ASBs loans, ASBs concentration in a single product type (first mortgages) and ASBs significant credit relationships (i.e., concentrations of large loans and/or credit lines with certain customers);
· changes in accounting principles applicable to HEI, HECO, ASB and their subsidiaries, including the adoption of International Financial Reporting Standards (IFRS) or new U.S. accounting standards, the potential discontinuance of regulatory accounting and the effects of potentially required consolidation of variable interest entities or required capital lease accounting for PPAs with IPPs;
· changes by securities rating agencies in their ratings of the securities of HEI and HECO and the results of financing efforts;
· faster than expected loan prepayments that can cause an acceleration of the amortization of premiums on loans and investments and the impairment of mortgage servicing assets of ASB;
· changes in ASBs loan portfolio credit profile and asset quality which may increase or decrease the required level of allowance for loan losses and charge-offs;
· changes in ASBs deposit cost or mix which may have an adverse impact on ASBs cost of funds;
· the final outcome of tax positions taken by HEI, HECO, ASB and their subsidiaries;
· the risks of suffering losses and incurring liabilities that are uninsured or underinsured; and
· other risks or uncertainties described elsewhere in this report and in other reports (e.g., Item 1A. Risk Factors in the Companys Annual Report on Form 10-K) previously and subsequently filed by HEI and/or HECO with the Securities and Exchange Commission (SEC).
Forward-looking statements speak only as of the date of the report, presentation or filing in which they are made. Except to the extent required by the federal securities laws, HEI, HECO, ASB and their subsidiaries undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
PART I - FINANCIAL INFORMATION
Hawaiian Electric Industries, Inc. and Subsidiaries
Consolidated Statements of Income (unaudited)
|
|
Three months |
|
Nine months |
|
||||||||
(in thousands, except per share amounts) |
|
2010 |
|
2009 |
|
2010 |
|
2009 |
|
||||
Revenues |
|
|
|
|
|
|
|
|
|
||||
Electric utility |
|
$ |
623,126 |
|
$ |
548,440 |
|
$ |
1,755,332 |
|
$ |
1,460,654 |
|
Bank |
|
71,429 |
|
71,947 |
|
213,975 |
|
229,478 |
|
||||
Other |
|
(14 |
) |
(74 |
) |
(62 |
) |
(121 |
) |
||||
|
|
694,541 |
|
620,313 |
|
1,969,245 |
|
1,690,011 |
|
||||
Expenses |
|
|
|
|
|
|
|
|
|
||||
Electric utility |
|
571,783 |
|
494,268 |
|
1,619,945 |
|
1,343,250 |
|
||||
Bank |
|
47,040 |
|
54,258 |
|
142,040 |
|
189,162 |
|
||||
Other |
|
3,087 |
|
3,148 |
|
10,291 |
|
9,247 |
|
||||
|
|
621,910 |
|
551,674 |
|
1,772,276 |
|
1,541,659 |
|
||||
Operating income (loss) |
|
|
|
|
|
|
|
|
|
||||
Electric utility |
|
51,343 |
|
54,172 |
|
135,387 |
|
117,404 |
|
||||
Bank |
|
24,389 |
|
17,689 |
|
71,935 |
|
40,316 |
|
||||
Other |
|
(3,101 |
) |
(3,222 |
) |
(10,353 |
) |
(9,368 |
) |
||||
|
|
72,631 |
|
68,639 |
|
196,969 |
|
148,352 |
|
||||
Interest expenseother than on deposit liabilities and other bank borrowings |
|
(21,015 |
) |
(19,678 |
) |
(61,916 |
) |
(55,421 |
) |
||||
Allowance for borrowed funds used during construction |
|
492 |
|
1,118 |
|
2,061 |
|
4,467 |
|
||||
Allowance for equity funds used during construction |
|
1,197 |
|
2,628 |
|
4,817 |
|
10,353 |
|
||||
Income before income taxes |
|
53,305 |
|
52,707 |
|
141,931 |
|
107,751 |
|
||||
Income taxes |
|
20,385 |
|
18,753 |
|
51,677 |
|
36,977 |
|
||||
Net income |
|
32,920 |
|
33,954 |
|
90,254 |
|
70,774 |
|
||||
Preferred stock dividends of subsidiaries |
|
471 |
|
471 |
|
1,417 |
|
1,417 |
|
||||
Net income for common stock |
|
$ |
32,449 |
|
$ |
33,483 |
|
$ |
88,837 |
|
$ |
69,357 |
|
Basic earnings per common share |
|
$ |
0.35 |
|
$ |
0.37 |
|
$ |
0.95 |
|
$ |
0.76 |
|
Diluted earnings per common share |
|
$ |
0.35 |
|
$ |
0.37 |
|
$ |
0.95 |
|
$ |
0.76 |
|
Dividends per common share |
|
$ |
0.31 |
|
$ |
0.31 |
|
$ |
0.93 |
|
$ |
0.93 |
|
Weighted-average number of common shares outstanding |
|
93,699 |
|
91,522 |
|
93,148 |
|
91,173 |
|
||||
Dilutive effect of share-based compensation |
|
192 |
|
131 |
|
257 |
|
105 |
|
||||
Adjusted weighted-average shares |
|
93,891 |
|
91,653 |
|
93,405 |
|
91,278 |
|
See accompanying Notes to Consolidated Financial Statements for HEI.
Hawaiian Electric Industries, Inc. and Subsidiaries
Consolidated Balance Sheets (unaudited)
(dollars in thousands) |
|
September 30, |
|
December 31, |
|
||
Assets |
|
|
|
|
|
||
Cash and cash equivalents |
|
$ |
387,488 |
|
$ |
503,922 |
|
Accounts receivable and unbilled revenues, net |
|
259,132 |
|
241,116 |
|
||
Available-for-sale investment and mortgage-related securities |
|
570,262 |
|
432,881 |
|
||
Investment in stock of Federal Home Loan Bank of Seattle |
|
97,764 |
|
97,764 |
|
||
Loans receivable, net |
|
3,466,550 |
|
3,670,493 |
|
||
Property, plant and equipment, net of accumulated depreciation of $2,011,138 and $1,945,482 |
|
3,131,198 |
|
3,088,611 |
|
||
Regulatory assets |
|
422,177 |
|
426,862 |
|
||
Other |
|
478,406 |
|
381,163 |
|
||
Goodwill, net |
|
82,190 |
|
82,190 |
|
||
Total assets |
|
$ |
8,895,167 |
|
$ |
8,925,002 |
|
Liabilities and stockholders equity |
|
|
|
|
|
||
Liabilities |
|
|
|
|
|
||
Accounts payable |
|
$ |
142,971 |
|
$ |
159,044 |
|
Interest and dividends payable |
|
31,318 |
|
27,950 |
|
||
Deposit liabilities |
|
3,958,636 |
|
4,058,760 |
|
||
Short-term borrowingsother than bank |
|
27,296 |
|
41,989 |
|
||
Other bank borrowings |
|
246,571 |
|
297,628 |
|
||
Long-term debt, netother than bank |
|
1,364,911 |
|
1,364,815 |
|
||
Deferred income taxes |
|
253,284 |
|
188,875 |
|
||
Regulatory liabilities |
|
289,568 |
|
288,214 |
|
||
Contributions in aid of construction |
|
331,405 |
|
321,544 |
|
||
Other |
|
735,261 |
|
700,242 |
|
||
Total liabilities |
|
7,381,221 |
|
7,449,061 |
|
||
|
|
|
|
|
|
||
Preferred stock of subsidiaries - not subject to mandatory redemption |
|
34,293 |
|
34,293 |
|
||
|
|
|
|
|
|
||
Stockholders equity |
|
|
|
|
|
||
Preferred stock, no par value, authorized 10,000,000 shares; issued: none |
|
|
|
|
|
||
Common stock, no par value, authorized 200,000,000 shares; issued and outstanding: 94,121,108 shares and 92,520,638 shares |
|
1,301,710 |
|
1,265,157 |
|
||
Retained earnings |
|
186,425 |
|
184,213 |
|
||
Accumulated other comprehensive loss, net of tax benefits |
|
(8,482 |
) |
(7,722 |
) |
||
Total stockholders equity |
|
1,479,653 |
|
1,441,648 |
|
||
Total liabilities and stockholders equity |
|
$ |
8,895,167 |
|
$ |
8,925,002 |
|
See accompanying Notes to Consolidated Financial Statements for HEI.
Hawaiian Electric Industries, Inc. and Subsidiaries
Consolidated Statements of Changes in Stockholders Equity (unaudited)
|
|
Common stock |
|
Retained |
|
Accumulated |
|
|
|
||||||
(in thousands, except per share amounts) |
|
Shares |
|
Amount |
|
earnings |
|
loss |
|
Total |
|
||||
Balance, December 31, 2009 |
|
92,521 |
|
$ |
1,265,157 |
|
$ |
184,213 |
|
$ |
(7,722 |
) |
$ |
1,441,648 |
|
Comprehensive income (loss): |
|
|
|
|
|
|
|
|
|
|
|
||||
Net income for common stock |
|
|
|
|
|
88,837 |
|
|
|
88,837 |
|
||||
Net unrealized gains on securities: |
|
|
|
|
|
|
|
|
|
|
|
||||
Net unrealized gains on securities arising during the period, net of taxes of $1,599 |
|
|
|
|
|
|
|
2,421 |
|
2,421 |
|
||||
Unrealized losses on derivatives qualified as cash flow hedges: |
|
|
|
|
|
|
|
|
|
|
|
||||
Net unrealized holding losses arising during the period, net of tax benefits of $2,278 |
|
|
|
|
|
|
|
(3,575 |
) |
(3,575 |
) |
||||
Retirement benefit plans: |
|
|
|
|
|
|
|
|
|
|
|
||||
Amortization of net loss, prior service gain and transition obligation included in net periodic benefit cost, net of taxes of $1,932 |
|
|
|
|
|
|
|
3,034 |
|
3,034 |
|
||||
Less: reclassification adjustment for impact of D&Os of the PUC included in regulatory assets, net of tax benefits of $1,681 |
|
|
|
|
|
|
|
(2,640 |
) |
(2,640 |
) |
||||
Comprehensive income |
|
|
|
|
|
88,837 |
|
(760 |
) |
88,077 |
|
||||
Issuance of common stock, net |
|
1,600 |
|
36,553 |
|
|
|
|
|
36,553 |
|
||||
Common stock dividends ($0.93 per share) |
|
|
|
|
|
(86,625 |
) |
|
|
(86,625 |
) |
||||
Balance, September 30, 2010 |
|
94,121 |
|
$ |
1,301,710 |
|
$ |
186,425 |
|
$ |
(8,482 |
) |
$ |
1,479,653 |
|
Balance, December 31, 2008 |
|
90,516 |
|
$ |
1,231,629 |
|
$ |
210,840 |
|
$ |
(53,015 |
) |
$ |
1,389,454 |
|
Cumulative effect of adoption of a standard on other-than- temporary impairment recognition, net of taxes of $2,497 |
|
|
|
|
|
3,781 |
|
(3,781 |
) |
|
|
||||
Comprehensive income (loss): |
|
|
|
|
|
|
|
|
|
|
|
||||
Net income for common stock |
|
|
|
|
|
69,357 |
|
|
|
69,357 |
|
||||
Net unrealized gains (losses) on securities: |
|
|
|
|
|
|
|
|
|
|
|
||||
Net unrealized gains on securities arising during the period, net of taxes of $16,248 |
|
|
|
|
|
|
|
24,607 |
|
24,607 |
|
||||
Net unrealized losses related to factors other than credit during the period, net of tax benefits of $6,650 |
|
|
|
|
|
|
|
(10,072 |
) |
(10,072 |
) |
||||
Less: reclassification adjustment for net realized losses included in net income, net of tax benefits of $6,125 |
|
|
|
|
|
|
|
9,276 |
|
9,276 |
|
||||
Retirement benefit plans: |
|
|
|
|
|
|
|
|
|
|
|
||||
Amortization of net loss, prior service gain and transition obligation included in net periodic benefit cost, net of taxes of $5,562 |
|
|
|
|
|
|
|
8,717 |
|
8,717 |
|
||||
Less: reclassification adjustment for impact of D&Os of the PUC included in regulatory assets, net of tax benefits of $4,990 |
|
|
|
|
|
|
|
(7,835 |
) |
(7,835 |
) |
||||
Comprehensive income |
|
|
|
|
|
69,357 |
|
24,693 |
|
94,050 |
|
||||
Issuance of common stock, net |
|
1,499 |
|
23,264 |
|
|
|
|
|
23,264 |
|
||||
Common stock dividends ($0.93 per share) |
|
|
|
|
|
(84,860 |
) |
|
|
(84,860 |
) |
||||
Balance, September 30, 2009 |
|
92,015 |
|
$ |
1,254,893 |
|
$ |
199,118 |
|
$ |
(32,103 |
) |
$ |
1,421,908 |
|
See accompanying Notes to Consolidated Financial Statements for HEI.
Hawaiian Electric Industries, Inc. and Subsidiaries
Consolidated Statements of Cash Flows (unaudited)
Nine months ended September 30 |
|
2010 |
|
2009 |
|
||
(in thousands) |
|
|
|
|
|
||
Cash flows from operating activities |
|
|
|
|
|
||
Net income |
|
$ |
90,254 |
|
$ |
70,774 |
|
Adjustments to reconcile net income to net cash provided by operating activities |
|
|
|
|
|
||
Depreciation of property, plant and equipment |
|
117,109 |
|
113,916 |
|
||
Other amortization |
|
2,995 |
|
4,037 |
|
||
Provision for loan losses |
|
12,310 |
|
27,000 |
|
||
Loans receivable originated and purchased, held for sale |
|
(286,950 |
) |
(368,880 |
) |
||
Proceeds from sale of loans receivable, held for sale |
|
306,587 |
|
400,213 |
|
||
Net gain on sale of investment and mortgage-related securities |
|
|
|
(44 |
) |
||
Other-than-temporary impairment of available-for-sale mortgage-related securities |
|
|
|
15,444 |
|
||
Changes in deferred income taxes |
|
75,821 |
|
2,958 |
|
||
Changes in excess tax benefits from share-based payment arrangements |
|
56 |
|
324 |
|
||
Allowance for equity funds used during construction |
|
(4,817 |
) |
(10,353 |
) |
||
Increase in cash overdraft |
|
884 |
|
|
|
||
Changes in assets and liabilities |
|
|
|
|
|
||
Decrease (increase) in accounts receivable and unbilled revenues, net |
|
(18,016 |
) |
48,480 |
|
||
Decrease (increase) in fuel oil stock |
|
(42,569 |
) |
9,826 |
|
||
Decrease in accounts, interest and dividends payable |
|
(12,705 |
) |
(641 |
) |
||
Changes in prepaid and accrued income taxes and utility revenue taxes |
|
(45,787 |
) |
(50,514 |
) |
||
Changes in other assets and liabilities |
|
(5,585 |
) |
(35,561 |
) |
||
Net cash provided by operating activities |
|
189,587 |
|
226,979 |
|
||
Cash flows from investing activities |
|
|
|
|
|
||
Available-for-sale investment and mortgage-related securities purchased |
|
(485,495 |
) |
(247,425 |
) |
||
Principal repayments on available-for-sale investment and mortgage-related securities |
|
350,673 |
|
304,728 |
|
||
Proceeds from sale of available-for-sale investment and mortgage-related securities |
|
|
|
44 |
|
||
Net decrease in loans held for investment |
|
171,242 |
|
396,706 |
|
||
Proceeds from sale of real estate acquired in settlement of loans |
|
3,405 |
|
|
|
||
Capital expenditures |
|
(137,628 |
) |
(239,441 |
) |
||
Contributions in aid of construction |
|
16,775 |
|
7,472 |
|
||
Other |
|
1,615 |
|
426 |
|
||
Net cash provided by (used in) investing activities |
|
(79,413 |
) |
222,510 |
|
||
Cash flows from financing activities |
|
|
|
|
|
||
Net decrease in deposit liabilities |
|
(100,124 |
) |
(132,234 |
) |
||
Net decrease in short-term borrowings with original maturities of three months or less |
|
(14,693 |
) |
|
|
||
Net decrease in retail repurchase agreements |
|
(51,057 |
) |
(18,573 |
) |
||
Proceeds from other bank borrowings |
|
|
|
310,000 |
|
||
Repayments of other bank borrowings |
|
|
|
(604,517 |
) |
||
Proceeds from issuance of long-term debt |
|
|
|
153,186 |
|
||
Changes in excess tax benefits from share-based payment arrangements |
|
(56 |
) |
(324 |
) |
||
Net proceeds from issuance of common stock |
|
16,672 |
|
11,004 |
|
||
Common stock dividends |
|
(69,585 |
) |
(73,931 |
) |
||
Preferred stock dividends of subsidiaries |
|
(1,417 |
) |
(1,417 |
) |
||
Decrease in cash overdraft |
|
|
|
(9,847 |
) |
||
Other |
|
(6,348 |
) |
(7,232 |
) |
||
Net cash used in financing activities |
|
(226,608 |
) |
(373,885 |
) |
||
Net increase (decrease) in cash and cash equivalents |
|
(116,434 |
) |
75,604 |
|
||
Cash and cash equivalents, beginning of period |
|
503,922 |
|
183,435 |
|
||
Cash and cash equivalents, end of period |
|
$ |
387,488 |
|
$ |
259,039 |
|
See accompanying Notes to Consolidated Financial Statements for HEI.
Hawaiian Electric Industries, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1 · Basis of presentation
The accompanying unaudited consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (GAAP) for interim financial information, the instructions to SEC Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet and the reported amounts of revenues and expenses for the period. Actual results could differ significantly from those estimates. The accompanying unaudited consolidated financial statements and the following notes should be read in conjunction with the audited consolidated financial statements and the notes thereto incorporated by reference in HEIs Form 10-K for the year ended December 31, 2009 and the unaudited consolidated financial statements and the notes thereto in HEIs Quarterly Reports on SEC Form 10-Q for the quarters ended March 31, 2010 and June 30, 2010.
In the opinion of HEIs management, the accompanying unaudited consolidated financial statements contain all material adjustments required by GAAP to fairly state the Companys financial position as of September 30, 2010 and December 31, 2009, the results of its operations for the three and nine months ended September 30, 2010 and 2009 and cash flows for the nine months ended September 30, 2010 and 2009. All such adjustments are of a normal recurring nature, unless otherwise disclosed in this Form 10-Q or other referenced material. Results of operations for interim periods are not necessarily indicative of results for the full year. When required, certain reclassifications are made to the prior periods consolidated financial statements to conform to the current presentation.
2 · Segment financial information
(in thousands) |
|
Electric Utility |
|
Bank |
|
Other |
|
Total |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Three months ended September 30, 2010 |
|
|
|
|
|
|
|
|
|
||||
Revenues from external customers |
|
$ |
623,090 |
|
71,429 |
|
22 |
|
$ |
694,541 |
|
||
Intersegment revenues (eliminations) |
|
36 |
|
|
|
(36 |
) |
|
|
||||
Revenues |
|
623,126 |
|
71,429 |
|
(14 |
) |
694,541 |
|
||||
Income (loss) before income taxes |
|
37,197 |
|
24,359 |
|
(8,251 |
) |
53,305 |
|
||||
Income taxes (benefit) |
|
14,719 |
|
9,066 |
|
(3,400 |
) |
20,385 |
|
||||
Net income (loss) |
|
22,478 |
|
15,293 |
|
(4,851 |
) |
32,920 |
|
||||
Preferred stock dividends of subsidiaries |
|
498 |
|
|
|
(27 |
) |
471 |
|
||||
Net income (loss) for common stock |
|
21,980 |
|
15,293 |
|
(4,824 |
) |
32,449 |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Nine months ended September 30, 2010 |
|
|
|
|
|
|
|
|
|
||||
Revenues from external customers |
|
$ |
1,755,213 |
|
213,975 |
|
57 |
|
$ |
1,969,245 |
|
||
Intersegment revenues (eliminations) |
|
119 |
|
|
|
(119 |
) |
|
|
||||
Revenues |
|
1,755,332 |
|
213,975 |
|
(62 |
) |
1,969,245 |
|
||||
Income (loss) before income taxes |
|
95,063 |
|
71,842 |
|
(24,974 |
) |
141,931 |
|
||||
Income taxes (benefit) |
|
35,893 |
|
26,682 |
|
(10,898 |
) |
51,677 |
|
||||
Net income (loss) |
|
59,170 |
|
45,160 |
|
(14,076 |
) |
90,254 |
|
||||
Preferred stock dividends of subsidiaries |
|
1,496 |
|
|
|
(79 |
) |
1,417 |
|
||||
Net income (loss) for common stock |
|
57,674 |
|
45,160 |
|
(13,997 |
) |
88,837 |
|
||||
Assets (at September 30, 2010) |
|
4,089,328 |
|
4,804,155 |
|
1,684 |
|
8,895,167 |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Three months ended September 30, 2009 |
|
|
|
|
|
|
|
|
|
||||
Revenues from external customers |
|
$ |
548,373 |
|
$ |
71,947 |
|
$ |
(7 |
) |
$ |
620,313 |
|
Intersegment revenues (eliminations) |
|
67 |
|
|
|
(67 |
) |
|
|
||||
Revenues |
|
548,440 |
|
71,947 |
|
(74 |
) |
620,313 |
|
||||
Income (loss) before income taxes |
|
42,877 |
|
17,665 |
|
(7,835 |
) |
52,707 |
|
||||
Income taxes (benefit) |
|
15,865 |
|
6,342 |
|
(3,454 |
) |
18,753 |
|
||||
Net income (loss) |
|
27,012 |
|
11,323 |
|
(4,381 |
) |
33,954 |
|
||||
Preferred stock dividends of subsidiaries |
|
498 |
|
|
|
(27 |
) |
471 |
|
||||
Net income (loss) for common stock |
|
26,514 |
|
11,323 |
|
(4,354 |
) |
33,483 |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Nine months ended September 30, 2009 |
|
|
|
|
|
|
|
|
|
||||
Revenues from external customers |
|
1,460,515 |
|
229,478 |
|
18 |
|
1,690,011 |
|
||||
Intersegment revenues (eliminations) |
|
139 |
|
|
|
(139 |
) |
|
|
||||
Revenues |
|
1,460,654 |
|
229,478 |
|
(121 |
) |
1,690,011 |
|
||||
Income (loss) before income taxes |
|
90,626 |
|
40,239 |
|
(23,114 |
) |
107,751 |
|
||||
Income taxes (benefit) |
|
32,989 |
|
14,013 |
|
(10,025 |
) |
36,977 |
|
||||
Net income (loss) |
|
57,637 |
|
26,226 |
|
(13,089 |
) |
70,774 |
|
||||
Preferred stock dividends of subsidiaries |
|
1,496 |
|
|
|
(79 |
) |
1,417 |
|
||||
Net income (loss) for common stock |
|
56,141 |
|
26,226 |
|
(13,010 |
) |
69,357 |
|
||||
Assets (at December 31, 2009) |
|
3,978,392 |
|
4,940,985 |
|
5,625 |
|
8,925,002 |
|
||||
Intercompany electric sales of consolidated HECO to the bank and other segments are not eliminated because those segments would need to purchase electricity from another source if it were not provided by consolidated HECO, the profit on such sales is nominal and the elimination of electric sales revenues and expenses could distort segment operating income and net income.
Bank fees that ASB charges the electric utility and other segments are not eliminated because those segments would pay fees to another financial institution if they were to bank with another institution, the profit on such fees is nominal and the elimination of bank fee income and expenses could distort segment operating income and net income.
3 · Electric utility subsidiary
For HECOs consolidated financial information, including its commitments and contingencies, see pages 21 through 43.
4 · Bank subsidiary
Selected financial information
American Savings Bank, F.S.B. and Subsidiaries
Consolidated Statements of Income Data (unaudited)
|
|
Three months ended |
|
Nine months ended |
|
||||||||
(in thousands) |
|
2010 |
|
2009 |
|
2010 |
|
2009 |
|
||||
Interest and dividend income |
|
|
|
|
|
|
|
|
|
||||
Interest and fees on loans |
|
$ |
49,221 |
|
$ |
53,080 |
|
$ |
148,294 |
|
$ |
166,535 |
|
Interest and dividends on investment and mortgage-related securities |
|
3,852 |
|
6,943 |
|
10,815 |
|
21,762 |
|
||||
|
|
53,073 |
|
60,023 |
|
159,109 |
|
188,297 |
|
||||
Interest expense |
|
|
|
|
|
|
|
|
|
||||
Interest on deposit liabilities |
|
3,390 |
|
7,286 |
|
11,665 |
|
28,753 |
|
||||
Interest on other borrowings |
|
1,414 |
|
2,205 |
|
4,258 |
|
7,710 |
|
||||
|
|
4,804 |
|
9,491 |
|
15,923 |
|
36,463 |
|
||||
Net interest income |
|
48,269 |
|
50,532 |
|
143,186 |
|
151,834 |
|
||||
Provision for loan losses |
|
5,961 |
|
5,200 |
|
12,310 |
|
27,000 |
|
||||
Net interest income after provision for loan losses |
|
42,308 |
|
45,332 |
|
130,876 |
|
124,834 |
|
||||
Noninterest income |
|
|
|
|
|
|
|
|
|
||||
Fee income on deposit liabilities |
|
6,109 |
|
8,211 |
|
21,520 |
|
22,384 |
|
||||
Fees from other financial services |
|
6,781 |
|
6,385 |
|
19,844 |
|
18,747 |
|
||||
Fee income on other financial products |
|
1,697 |
|
1,613 |
|
4,957 |
|
4,285 |
|
||||
Net losses on available-for-sale securities |
|
|
|
(9,863 |
) |
|
|
(15,400 |
) |
||||
Other income |
|
3,769 |
|
5,578 |
|
8,545 |
|
11,165 |
|
||||
|
|
18,356 |
|
11,924 |
|
54,866 |
|
41,181 |
|
||||
Noninterest expense |
|
|
|
|
|
|
|
|
|
||||
Compensation and employee benefits |
|
18,168 |
|
17,721 |
|
54,477 |
|
55,072 |
|
||||
Occupancy |
|
4,176 |
|
4,905 |
|
12,617 |
|
15,956 |
|
||||
Data processing |
|
2,019 |
|
3,684 |
|
10,921 |
|
10,352 |
|
||||
Services |
|
1,544 |
|
2,437 |
|
5,117 |
|
9,656 |
|
||||
Equipment |
|
1,600 |
|
1,782 |
|
4,949 |
|
7,112 |
|
||||
Loss on early extinguishment of debt |
|
|
|
|
|
|
|
101 |
|
||||
Other expense |
|
8,798 |
|
9,062 |
|
25,819 |
|
27,527 |
|
||||
|
|
36,305 |
|
39,591 |
|
113,900 |
|
125,776 |
|
||||
Income before income taxes |
|
24,359 |
|
17,665 |
|
71,842 |
|
40,239 |
|
||||
Income taxes |
|
9,066 |
|
6,342 |
|
26,682 |
|
14,013 |
|
||||
Net income |
|
$ |
15,293 |
|
$ |
11,323 |
|
45,160 |
|
$ |
26,226 |
|
|
American Savings Bank, F.S.B. and Subsidiaries
Consolidated Balance Sheets Data (unaudited)
(in thousands) |
|
September 30, |
|
December 31, |
|
||
Assets |
|
|
|
|
|
||
Cash and cash equivalents |
|
$ |
350,404 |
|
$ |
425,896 |
|
Federal funds sold |
|
1,000 |
|
1,479 |
|
||
Available-for-sale investment and mortgage-related securities |
|
570,262 |
|
432,881 |
|
||
Investment in stock of Federal Home Loan Bank of Seattle |
|
97,764 |
|
97,764 |
|
||
Loans receivable, net |
|
3,466,550 |
|
3,670,493 |
|
||
Other |
|
235,985 |
|
230,282 |
|
||
Goodwill, net |
|
82,190 |
|
82,190 |
|
||
|
|
$ |
4,804,155 |
|
$ |
4,940,985 |
|
Liabilities and stockholders equity |
|
|
|
|
|
||
Deposit liabilitiesnoninterest-bearing |
|
$ |
830,593 |
|
$ |
808,474 |
|
Deposit liabilitiesinterest-bearing |
|
3,128,043 |
|
3,250,286 |
|
||
Other borrowings |
|
246,571 |
|
297,628 |
|
||
Other |
|
96,306 |
|
92,129 |
|
||
|
|
4,301,513 |
|
4,448,517 |
|
||
Common stock |
|
330,493 |
|
329,439 |
|
||
Retained earnings |
|
174,815 |
|
172,655 |
|
||
Accumulated other comprehensive loss, net of tax benefits |
|
(2,666 |
) |
(9,626 |
) |
||
|
|
502,642 |
|
492,468 |
|
||
|
|
$ |
4,804,155 |
|
$ |
4,940,985 |
|
Other assets
(in thousands) |
|
September 30, |
|
December 31, |
|
||
Bank-owned life insurance |
|
$ |
116,422 |
|
$ |
113,433 |
|
Premises and equipment, net |
|
56,534 |
|
54,428 |
|
||
Prepaid expenses |
|
21,127 |
|
24,353 |
|
||
Accrued interest receivable |
|
14,825 |
|
15,247 |
|
||
Mortgage-servicing rights |
|
6,031 |
|
4,200 |
|
||
Real estate acquired in settlement of loans, net |
|
4,474 |
|
3,959 |
|
||
Other |
|
16,572 |
|
14,662 |
|
||
|
|
$ |
235,985 |
|
$ |
230,282 |
|
Other liabilities
(in thousands) |
|
September 30, |
|
December 31, |
|
||
Accrued expenses |
|
$ |
18,634 |
|
$ |
17,270 |
|
Federal and state income taxes payable |
|
30,207 |
|
19,141 |
|
||
Cashiers checks |
|
24,656 |
|
26,877 |
|
||
Advance payments by borrowers |
|
6,052 |
|
10,989 |
|
||
Other |
|
16,757 |
|
17,852 |
|
||
|
|
$ |
96,306 |
|
$ |
92,129 |
|
Other borrowings consisted of securities sold under agreements to repurchase and advances from the Federal Home Loan Bank (FHLB) of Seattle of $182 million and $65 million, respectively, as of September 30, 2010 and $233 million and $65 million, respectively, as of December 31, 2009.
Bank-owned life insurance is life insurance purchased by ASB on the lives of certain employees, with ASB as the beneficiary. The insurance is used to fund employee benefits through tax-free income from increases in the cash value of the policies and insurance proceeds paid to ASB upon an insureds death.
As of September 30, 2010, ASB had total commitments to borrowers for undisbursed loan funds, loan commitments and unused lines and letters of credit of $1.2 billion.
Investment and mortgage-related securities portfolio.
Available-for-sale securities. The book value and aggregate fair value by major security type were as follows:
|
|
September 30, 2010 |
|
December 31, 2009 |
|
||||||||||||||||||||
|
|
|
|
Gross |
|
Gross |
|
Estimated |
|
|
|
Gross |
|
Gross |
|
Estimated |
|
||||||||
|
|
Book |
|
unrealized |
|
unrealized |
|
fair |
|
Book |
|
unrealized |
|
unrealized |
|
fair |
|
||||||||
(in thousands) |
|
value |
|
gains |
|
losses |
|
value |
|
value |
|
gains |
|
losses |
|
value |
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Investment securities federal agency obligations |
|
$ |
265,941 |
|
$ |
583 |
|
$ |
(49 |
) |
$ |
266,475 |
|
$ |
104,091 |
|
$ |
109 |
|
$ |
(156 |
) |
$ |
104,044 |
|
Mortgage-related securities FNMA, FHLMC and GNMA |
|
265,449 |
|
10,935 |
|
(54 |
) |
276,330 |
|
319,642 |
|
7,967 |
|
(88 |
) |
327,521 |
|
||||||||
Municipal bonds |
|
27,003 |
|
510 |
|
(56 |
) |
27,457 |
|
1,300 |
|
16 |
|
|
|
1,316 |
|
||||||||
|
|
$ |
558,393 |
|
$ |
12,028 |
|
$ |
(159 |
) |
$ |
570,262 |
|
$ |
425,033 |
|
$ |
8,092 |
|
$ |
(244 |
) |
$ |
432,881 |
|
The following tables detail the contractual maturities and yields of available-for-sale securities. All positions with variable maturities (e.g., callable debentures and mortgage backed securities) are disclosed based upon the bonds contractual maturity. Actual average maturities may be substantially shorter than those detailed below.
|
|
|
|
Weighted |
|
Maturity<1 year |
|
Maturity 1-5 years |
|
Maturity 5-10 years |
|
Maturity>10 years |
|
|||||||||||||
|
|
Book |
|
average |
|
Book |
|
Yield |
|
Book |
|
Yield |
|
Book |
|
Yield |
|
Book |
|
Yield |
|
|||||
(dollars in thousands) |
|
value |
|
yield (%) |
|
value |
|
(%) |
|
value |
|
(%) |
|
value |
|
(%) |
|
value |
|
(%) |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
September 30, 2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Investment securities federal agency obligations |
|
$ |
265,941 |
|
1.32 |
|
$ |
10,000 |
|
0.26 |
|
$ |
215,408 |
|
1.18 |
|
$ |
40,533 |
|
2.32 |
|
$ |
|
|
|
|
Mortgage-related securities FNMA, FHLMC and GNMA |
|
265,449 |
|
3.81 |
|
|
|
|
|
3,565 |
|
2.29 |
|
110,794 |
|
3.79 |
|
151,090 |
|
3.86 |
|
|||||
Municipal bonds |
|
27,003 |
|
3.99 |
|
500 |
|
1.92 |
|
800 |
|
2.50 |
|
25,703 |
|
4.08 |
|
|
|
|
|
|||||
|
|
$ |
558,393 |
|
2.63 |
|
$ |
10,500 |
|
0.34 |
|
$ |
219,773 |
|
1.20 |
|
$ |
177,030 |
|
3.49 |
|
$ |
151,090 |
|
3.86 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
December 31, 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Investment securities federal agency obligations |
|
$ |
104,091 |
|
1.08 |
|
$ |
|
|
|
|
$ |
94,091 |
|
1.01 |
|
$ |
10,000 |
|
1.80 |
|
$ |
|
|
|
|
Mortgage-related securities FNMA, FHLMC and GNMA |
|
319,642 |
|
3.85 |
|
|
|
|
|
5,787 |
|
2.32 |
|
138,617 |
|
3.80 |
|
175,238 |
|
3.94 |
|
|||||
Municipal bonds |
|
1,300 |
|
2.27 |
|
500 |
|
1.92 |
|
800 |
|
2.50 |
|
|
|
|
|
|
|
|
|
|||||
|
|
$ |
425,033 |
|
3.17 |
|
$ |
500 |
|
1.92 |
|
$ |
100,678 |
|
1.10 |
|
$ |
148,617 |
|
3.67 |
|
$ |
175,238 |
|
3.94 |
|
The net losses on available for sale securities for the third quarter of 2009 of $9.9 million consisted of $13.7 million of total other-than-temporary impairment losses, net of $3.8 million of non-credit losses recognized in other comprehensive income.
The net losses on available for sale securities for the nine months ended September 30, 2009 of $15.4 million included impairment losses of $15.4 million, which consisted of $32.1 million of total other-than- temporary impairment losses, net of $16.7 million of non-credit losses recognized in other comprehensive income.
Gross unrealized losses and fair value. The gross unrealized losses and fair values (for securities held in available for sale by duration of time in which positions have been held in a continuous loss position) were as follows:
|
|
Less than 12 months |
|
12 months or more |
|
Total |
|
||||||||||||
|
|
Gross |
|
Fair |
|
Gross |
|
Fair |
|
Gross |
|
Fair |
|
||||||
(in thousands) |
|
losses |
|
value |
|
losses |
|
value |
|
losses |
|
value |
|
||||||
September 30, 2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Investment securities federal agency obligations |
|
$ |
(49 |
) |
$ |
39,966 |
|
$ |
|
|
$ |
|
|
$ |
(49 |
) |
$ |
39,966 |
|
Mortgage-related securities FNMA, FHLMC and GNMA |
|
(54 |
) |
5,357 |
|
|
|
|
|
(54 |
) |
5,357 |
|
||||||
Municipal bonds |
|
(56 |
) |
3,600 |
|
|
|
|
|
(56 |
) |
3,600 |
|
||||||
|
|
$ |
(159 |
) |
$ |
48,923 |
|
$ |
|
|
$ |
|
|
$ |
(159 |
) |
$ |
48,923 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
December 31, 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Investment securities federal agency obligations |
|
$ |
(156 |
) |
$ |
54,834 |
|
$ |
|
|
$ |
|
|
$ |
(156 |
) |
$ |
54,834 |
|
Mortgage-related securities FNMA, FHLMC and GNMA |
|
(88 |
) |
15,352 |
|
|
|
|
|
(88 |
) |
15,352 |
|
||||||
Municipal bonds |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
$ |
(244 |
) |
$ |
70,186 |
|
$ |
|
|
$ |
|
|
$ |
(244 |
) |
$ |
70,186 |
|
The unrealized losses on ASBs investments in obligations issued by federal agencies were caused by interest rate movements. The contractual terms of these investments do not permit the issuer to settle the securities at a price less than the amortized cost bases of the investments. Because ASB does not intend to sell the securities and has determined it is more likely than not that it will not be required to sell the investments before recovery of their amortized costs bases, which may be at maturity, ASB does not consider these investments to be other-than-temporarily impaired at September 30, 2010.
The fair values of ASBs investment securities could decline if interest rates rise or spreads widen.
Federal Deposit Insurance Corporation restoration plan. Under the Federal Deposit Insurance Reform Act of 2005 (the Reform Act), the Federal Deposit Insurance Corporation (FDIC) may set the designated reserve ratio within a range of 1.15% to 1.50%. The Reform Act requires that the FDICs Board of Directors adopt a restoration plan when the Deposit Insurance Fund (DIF) reserve ratio falls below 1.15% or is expected to within six months. Financial institution failures have significantly increased the DIFs loss provisions, resulting in declines in the reserve ratio.
In May 2009, the board of directors of the FDIC voted to levy a special assessment on deposit institutions to build the DIF and restore public confidence in the banking system. ASBs special assessment was $2.3 million and ASB recorded the charge in June 2009.
In November 2009, the Board of Directors of the FDIC approved a restoration plan that required banks to prepay, by December 30, 2009, their estimated quarterly, risk-based assessments for the fourth quarter of 2009, and for all of 2010, 2011 and 2012. For the fourth quarter of 2009 and all of 2010, the prepaid assessment rate was assessed according to a risk-based premium schedule adopted earlier in 2009. The prepaid assessment rate for 2011 and 2012 was the current assessment rate plus 3 basis points. The prepaid assessment was recorded as a prepaid asset as of December 30, 2009, and each quarter thereafter ASB will record a charge to earnings for its regular quarterly assessment and offset the prepaid expense until the asset is exhausted. Once the asset is exhausted, ASB will record an accrued expense payable each quarter for the assessment to be paid. If the prepaid assessment is not exhausted by December 30, 2014, any remaining amount will be returned to ASB. ASBs prepaid assessment was approximately $24 million. For each of the quarters ended September 30, 2010 and 2009, ASBs assessment rate was 14 basis points of deposits, or $1.4 million and $1.5 million, respectively.
The FDIC may impose additional special assessments in the future if it is deemed necessary to ensure the DIF ratio does not decline to a level that is close to zero or that could otherwise undermine public confidence in federal deposit insurance. Management cannot predict with certainty the timing or amounts of any additional assessments.
Deposit insurance coverage. In July 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act permanently raised the current standard maximum deposit insurance amount to $250,000. Previously, the standard maximum deposit insurance amount of $100,000 had been temporarily raised to $250,000 through December 31, 2013. The Dodd Frank Act also redefines the assessment base as average total consolidated assets less average tangible equity (previously the assessment base was based on deposits).
5 · Retirement benefits
Defined benefit plans. For the first nine months of 2010, the utilities contributed $23.8 million and HEI contributed $0.6 million to their respective retirement benefit plans, compared to $19.9 million and $1.0 million, respectively, in the first nine months of 2009. The Companys current estimate of contributions to its retirement benefit plans in 2010 is $32 million ($31 million to be made by the utilities and $1 million by HEI), compared to contributions of $25 million in 2009 ($24 million made by the utilities and $1 million by HEI). In addition, the Company expects to pay directly $2 million of benefits in 2010, compared to the $1 million paid in 2009.
The components of net periodic benefit cost were as follows:
|
|
Three months ended September 30 |
|
Nine months ended September 30 |
|
||||||||||||||||||||
|
|
Pension benefits |
|
Other benefits |
|
Pension benefits |
|
Other benefits |
|
||||||||||||||||
(in thousands) |
|
2010 |
|
2009 |
|
2010 |
|
2009 |
|
2010 |
|
2009 |
|
2010 |
|
2009 |
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Service cost |
|
$ |
7,376 |
|
$ |
6,479 |
|
$ |
1,248 |
|
$ |
1,427 |
|
$ |
21,424 |
|
$ |
19,208 |
|
$ |
3,539 |
|
$ |
3,654 |
|
Interest cost |
|
16,197 |
|
15,468 |
|
2,565 |
|
2,678 |
|
48,330 |
|
46,520 |
|
7,901 |
|
8,363 |
|
||||||||
Expected return on plan assets |
|
(17,272 |
) |
(14,336 |
) |
(2,792 |
) |
(2,240 |
) |
(51,687 |
) |
(42,907 |
) |
(8,310 |
) |
(6,677 |
) |
||||||||
Amortization of unrecognized transition obligation |
|
1 |
|
1 |
|
|
|
262 |
|
2 |
|
2 |
|
|
|
1,831 |
|
||||||||
Amortization of prior service cost (credit) |
|
(97 |
) |
(100 |
) |
(83 |
) |
(34 |
) |
(291 |
) |
(288 |
) |
(187 |
) |
(27 |
) |
||||||||
Recognized actuarial loss (gain) |
|
1,942 |
|
3,957 |
|
(5 |
) |
86 |
|
5,449 |
|
11,890 |
|
(8 |
) |
309 |
|
||||||||
Net periodic benefit cost |
|
8,147 |
|
11,469 |
|
933 |
|
2,179 |
|
23,227 |
|
34,425 |
|
2,935 |
|
7,453 |
|
||||||||
Impact of PUC D&Os |
|
2,574 |
|
(1,776 |
) |
1,512 |
|
(270 |
) |
7,602 |
|
(9,974 |
) |
4,133 |
|
(1,002 |
) |
||||||||
Net periodic benefit cost (adjusted for impact of PUC D&Os) |
|
$ |
10,721 |
|
$ |
9,693 |
|
$ |
2,445 |
|
$ |
1,909 |
|
$ |
30,829 |
|
$ |
24,451 |
|
$ |
7,068 |
|
$ |
6,451 |
|
The Company recorded retirement benefits expense of $29 million and $24 million in the first nine months of 2010 and 2009, respectively, and charged the remaining amounts primarily to electric utility plant.
In the third quarter of 2010, MECO eliminated the electric discount benefit which will generate nominal credits through other benefit costs over the next few years as the total negative amendment credit is amortized.
Also, see Note 4, Retirement benefits, of HECOs Notes to Consolidated Financial Statements.
Defined contribution plan. For the first nine months of 2010 and 2009, ASBs total expense for its employees participating in the Hawaiian Electric Industries Retirement Savings Plan and the ASB 401(k) Plan combined was $2.9 million and $2.1 million, respectively. For the first nine months of 2010 and 2009, ASBs cash contributions were $3.2 million and $3.4 million, respectively.
6 · Share-based compensation
The 2010 Equity and Incentive Plan (EIP) was approved by shareholders in May 2010 and allows HEI to issue an aggregate of 4 million shares of common stock as additional incentive compensation to selected employees in the form of stock options, stock appreciation rights, restricted shares, deferred shares, performance shares and other share-based and cash-based awards. Through September 30, 2010, grants under the EIP consisted of 77,500 deferred shares.
Under the 1987 Stock Option and Incentive Plan, as amended (SOIP), grants and awards of an estimated 1.1 million shares of common stock (based on various assumptions, including LTIP awards at maximum levels and the use of the September 30, 2010 market price of shares as the price on the exercise/payment dates) were outstanding as of September 30, 2010 to selected employees in the form of nonqualified stock options (NQSOs), stock appreciation rights (SARs), restricted stock units, LTIP performance and other shares and dividend equivalents. As of May 11, 2010, no new awards may be granted under the SOIP. After the shares of common stock for the outstanding SOIP grants and awards are issued or such grants and awards expire, the remaining registered shares under the SOIP will be deregistered and delisted.
For the NQSOs and SARs, the exercise price of each NQSO or SAR generally equaled the fair market value of HEIs stock on or near the date of grant. NQSOs, SARs and related dividend equivalents issued in the form of stock awarded generally became exercisable in installments of 25% each year for four years, and expire if not exercised ten years from the date of the grant. NQSOs and SARs compensation expense has been recognized in accordance with the fair value-based measurement method of accounting. The estimated fair value of each NQSO and SAR grant was calculated on the date of grant using a Binomial Option Pricing Model.
Restricted stock awards under the SOIP generally become unrestricted four years after the date of grant and are forfeited for terminations of employment during the vesting period, except that pro-rata vesting is provided for terminations by reason of death, disability or termination without cause. Restricted stock awards compensation expense has been recognized in accordance with the fair-value-based measurement method of accounting. Dividends on restricted stock awards are paid quarterly in cash.
Deferred shares and restricted stock units generally vest and will be issued as unrestricted stock four years after the date of the grant and are forfeited for terminations of employment during the vesting period, except that pro-rata vesting is provided for terminations due to death, disability and retirement. Deferred shares and restricted stock units expense has been recognized in accordance with the fair-value-based measurement method of accounting. Dividend equivalent rights are accrued quarterly and are paid in cash at the end of the restriction period when the deferred shares and restricted stock units vest.
Stock performance awards granted under the 2009-2011 and 2010-2012 Long-Term Incentive Plans (LTIP) entitle the grantee to shares of common stock with dividend equivalent rights once service conditions and performance conditions are satisfied at the end of the three-year performance period. LTIP awards are forfeited for terminations of employment during the performance period, except that pro-rata participation is provided for terminations due to death, disability and retirement based upon completed months of service after a minimum of 12 months of service in the performance period. Compensation expense for the stock performance awards portion of the LTIP has been recognized in accordance with the fair-value-based measurement method of accounting for performance shares.
The Companys share-based compensation expense and related income tax benefit are as follows:
|
|
Three months ended |
|
Nine months ended |
|
||||
($ in millions) |
|
2010 |
|
2009 |
|
2010 |
|
2009 |
|
|
|
|
|
|
|
|
|
|
|
Share-based compensation expense (1) |
|
0.6 |