<PAGE> 1
================================================================================
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, 1999
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
---------------
BANCWEST CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 99-0156159
(State of incorporation) (I.R.S. Employer
Identification No.)
999 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 29, 1999 was:
Class Outstanding
------------------------------------- -----------------
Common Stock, $1.00 Par Value 36,458,237 Shares
Class A Common Stock, $1.00 Par Value 25,814,768 Shares
================================================================================
<PAGE> 2
PART I. FINANCIAL INFORMATION
<TABLE>
<CAPTION>
Item 1. Financial Statements (Unaudited) Page
------
<S> <C>
Consolidated Balance Sheets at September 30, 1999, December 31, 1998
and September 30, 1998 2-3
Consolidated Statements of Income for the quarter and nine months ended
September 30, 1999 and 1998 4
Consolidated Statements of Cash Flows for the nine months ended
September 30, 1999 and 1998 5
Consolidated Statements of Changes in Stockholders' Equity for the nine
months ended September 30, 1999 and 1998 6
Notes to Consolidated Financial Statements 6-10
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 11-29
Item 3. Quantitative and Qualitative Disclosures About Market Risk 29
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 30
SIGNATURES 31
</TABLE>
EXHIBIT INDEX
1
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BancWest Corporation and Subsidiaries
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
<TABLE>
<CAPTION>
SEPTEMBER 30, December 31, September 30,
1999 1998 1998
------------- ------------ -------------
(in thousands)
<S> <C> <C> <C>
ASSETS
Cash and due from banks $ 693,001 $ 664,772 $ 310,290
Interest-bearing deposits in other banks 387,626 278,455 222,910
Federal funds sold and securities purchased
under agreements to resell 444,950 66,500 280,200
Investment securities:
Held-to-maturity 161,450 290,922 --
Available-for-sale 1,538,811 1,480,976 791,769
Loans and leases:
Loans and leases 12,315,651 11,964,563 6,874,643
Less allowance for credit losses 161,543 158,294 94,573
----------- ----------- ----------
Net loans and leases 12,154,108 11,806,269 6,780,070
----------- ----------- ----------
Premises and equipment 278,787 283,881 255,902
Customers' acceptance liability 1,221 1,377 528
Core deposit intangible 67,305 73,946 23,016
Goodwill 619,380 636,677 94,533
Other real estate owned and repossessed
personal property 31,801 34,440 28,399
Other assets 344,515 310,849 261,122
----------- ----------- ----------
TOTAL ASSETS $16,722,955 $15,929,064 $9,048,739
=========== =========== ==========
Liabilities and Stockholders' Equity
Deposits:
Domestic:
Noninterest-bearing demand $ 1,657,938 $ 2,195,920 $ 967,653
Interest-bearing demand 307,655 585,219 526,832
Savings 5,002,089 3,911,237 2,299,214
Time 5,765,089 5,093,933 2,903,985
Foreign 255,132 256,563 267,588
----------- ----------- ----------
Total deposits 12,987,903 12,042,872 6,965,272
----------- ----------- ----------
Federal funds purchased and securities sold
under agreements to repurchase 525,736 889,895 512,979
Other short-term borrowings 14,929 32,972 111,728
Acceptances outstanding 1,221 1,377 528
Other liabilities 566,094 481,424 296,365
Long-term debt 706,796 634,368 218,078
Guaranteed preferred beneficial interests
in Company's junior subordinated debentures 100,000 100,000 100,000
----------- ----------- ----------
TOTAL LIABILITIES $14,902,679 $14,182,908 $8,204,950
=========== =========== ==========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
2
<PAGE> 4
BancWest Corporation and Subsidiaries
CONSOLIDATED BALANCE SHEETS - CONTINUED (UNAUDITED)
<TABLE>
<CAPTION>
SEPTEMBER 30, December 31, September 30,
1999 1998 1998
------------- ------------ -------------
(in thousands)
<S> <C> <C> <C>
Stockholders' equity:
Preferred stock, par value $1 at September 30, 1999
and December 31, 1998; $5 at September 30, 1998
Authorized and unissued - 50,000,000 shares at
September 30, 1999, December 31, 1998 and
September 30, 1998 $ -- $ -- $ --
Class A common stock - par value $1 at September
30, 1999 and December 31, 1998; none at September
30, 1998
Authorized - 75,000,000 shares at September 30, 1999
and December 31, 1998; none at September 30,
1998
Issued - 25,814,768 shares at September 30, 1999
and December 31, 1998; none at September 30, 1998 25,815 25,815 --
Common stock, par value $1 at September 30, 1999 and
December 31, 1998; $5 at September 30, 1998
Authorized - 200,000,000 shares at September 30, 1999
and December 31, 1998; 100,000,000 shares at
September 30, 1998
Issued - 37,683,988, 37,537,814 and 37,513,414
shares at September 30, 1999, December 31, 1998 and
September 30, 1998, respectively 37,684 37,537 187,567
Surplus 1,187,684 1,183,275 171,910
Retained earnings 611,372 543,755 539,434
Accumulated other comprehensive income (4,098) 6,228 7,915
Treasury stock, at cost - 1,236,118, 1,635,397 and
2,044,874, at September 30, 1999, December 31, 1998 and
September 30, 1998, respectively (38,181) (50,454) (63,037)
----------- ----------- ----------
TOTAL STOCKHOLDERS' EQUITY 1,820,276 1,746,156 843,789
----------- ----------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $16,722,955 $15,929,064 $9,048,739
=========== =========== ==========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
3
<PAGE> 5
BancWest Corporation and Subsidiaries
CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
<TABLE>
<CAPTION>
QUARTER ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30,
--------------------------- -------------------------------
1999 1998 1999 1998
----------- ----------- ----------- -----------
(in thousands, except number of shares and per share data)
<S> <C> <C> <C> <C>
INTEREST INCOME
Interest and fees on loans $ 225,044 $ 147,363 $ 666,275 $ 435,612
Lease financing income 28,702 4,610 83,325 14,273
Interest on investment securities:
Taxable interest income 25,719 12,409 74,045 39,374
Exempt from Federal income taxes 278 252 829 686
Other interest income 8,556 6,882 18,528 17,577
----------- ----------- ----------- -----------
Total interest income 288,299 171,516 843,002 507,522
----------- ----------- ----------- -----------
INTEREST EXPENSE
Deposits 93,677 59,359 271,057 174,800
Short-term borrowings 6,877 7,826 23,913 25,689
Long-term debt 12,240 5,792 35,412 17,142
----------- ----------- ----------- -----------
Total interest expense 112,794 72,977 330,382 217,631
----------- ----------- ----------- -----------
Net interest income 175,505 98,539 512,620 289,891
Provision for credit losses 11,835 6,719 35,405 20,061
----------- ----------- ----------- -----------
Net interest income after provision for
credit losses 163,670 91,820 477,215 269,830
----------- ----------- ----------- -----------
NONINTEREST INCOME
Trust and investment services income 8,109 6,510 24,927 19,937
Service charges on deposit accounts 17,058 8,696 50,060 24,943
Other service charges and fees 14,489 10,290 48,384 28,747
Securities gains (losses), net (1) 470 (21) 612
Other 6,828 4,147 19,572 19,621
----------- ----------- ----------- -----------
Total noninterest income 46,483 30,113 142,922 93,860
----------- ----------- ----------- -----------
NONINTEREST EXPENSE
Salaries and wages 45,133 31,745 136,388 94,686
Employee benefits 14,050 8,753 40,626 27,908
Occupancy expense 15,141 10,693 45,044 32,159
Equipment expense 7,683 6,728 23,318 21,398
Intangible amortization 8,953 2,254 26,812 6,731
Restructuring, merger-related and
other nonrecurring charges 16,116 -- 17,534 --
Other 38,001 21,652 116,434 69,875
----------- ----------- ----------- -----------
Total noninterest expense 145,077 81,825 406,156 252,757
----------- ----------- ----------- -----------
Income before income taxes 65,076 40,108 213,981 110,933
Provision for income taxes 28,221 14,758 90,101 40,747
----------- ----------- ----------- -----------
NET INCOME $ 36,855 $ 25,350 $ 123,880 $ 70,186
=========== =========== =========== ===========
PER SHARE DATA(1):
BASIC EARNINGS $ .59 $ .72 $ 2.00 $ 1.99
=========== =========== =========== ===========
DILUTED EARNINGS $ .59 $ .71 $ 1.99 $ 1.96
=========== =========== =========== ===========
CASH DIVIDENDS $ .31 $ .30 $ .90 $ .86
=========== =========== =========== ===========
AVERAGE SHARES OUTSTANDING(1) 62,216,400 35,411,026 61,934,575 35,340,003
=========== =========== =========== ===========
</TABLE>
(1) Per share data and average shares outstanding were computed on a combined
basis using average Class A common stock and common stock.
The accompanying notes are an integral part of these consolidated financial
statements.
4
<PAGE> 6
BancWest Corporation and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30,
-------------------------------
1999 1998
--------- ---------
(in thousands)
<S> <C> <C>
CASH AND DUE FROM BANKS AT BEGINNING OF PERIOD $ 664,772 $ 341,250
--------- ---------
Cash flows from operating activities:
Net income 123,880 70,186
Adjustments to reconcile net income to net cash
provided by operating activities:
Provision for credit losses 35,405 20,061
Net (gain) loss on disposition of assets 1,277 (6,022)
Depreciation and amortization 50,031 26,220
Income taxes 81,040 35,830
Increase in interest receivable (8,568) (3,019)
Increase (decrease) in interest payable 6,368 (7,355)
Increase in prepaid expenses (14,070) (5,882)
Other (6,971) 42,147
--------- ---------
Net cash provided by operating activities 268,392 172,166
--------- ---------
Cash flows from investing activities:
Net increase in interest-bearing deposits
in other banks (109,171) (81,791)
Net increase in Federal funds sold and
securities purchased under agreements to resell (378,450) (123,651)
Proceeds from maturity of held-to-maturity
investment securities 145,329 1,000
Purchase of held-to-maturity investment securities (15,857) --
Proceeds from maturity of available-for-sale
investment securities 398,822 305,936
Purchase of available-for-sale investment securities (473,801) (237,697)
Proceeds from sale of available-for-sale
investment securities -- 38,525
Net increase in loans and leases to customers (390,041) (153,745)
Proceeds from the sale of assets -- 11,402
Purchase of premises and equipment (7,507) (13,534)
Other (5,310) 15,909
--------- ---------
Net cash used in investing activities (835,986) (237,646)
--------- ---------
Cash flows from financing activities:
Net increase in deposits 945,031 175,071
Net decrease in short-term borrowings (382,202) (102,817)
Proceeds from (payments on) long-term debt, net 72,428 (251)
Cash dividends paid (56,263) (31,009)
Proceeds from issuance of common stock 15,463 743
Issuance (repurchase) of treasury stock, net 1,366 (7,217)
--------- ---------
Net cash provided by financing activities 595,823 34,520
--------- ---------
CASH AND DUE FROM BANKS AT END OF PERIOD $ 693,001 $ 310,290
========= =========
Supplemental disclosures:
Interest paid $ 324,014 $ 205,537
--------- ---------
Income taxes paid $ 9,061 $ 4,917
========= =========
Supplemental schedule of noncash investing
and financing activities:
Loans converted into other real estate owned and
repossessed personal property $ 11,627 $ 8,441
--------- ---------
Loans made to facilitate the sale of other real estate owned $ 4,830 $ 958
========= =========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
5
<PAGE> 7
BancWest Corporation and Subsidiaries
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDERS' EQUITY (Unaudited)
<TABLE>
<CAPTION>
Accumulated
Class A Other
Common Common Retained Comprehensive Treasury
Stock Stock Surplus Earnings Income Stock Total
------- ---------- ---------- -------- ------------- -------- ----------
(in thousands, except per share data)
<S> <C> <C> <C> <C> <C> <C> <C>
Balance, December 31, 1998 $25,815 $ 37,537 $1,183,275 $543,755 $ 6,228 $(50,454) $1,746,156
Comprehensive income:
Net income -- -- -- 123,880 -- -- 123,880
Unrealized valuation adjustment,
net of tax and reclassification
adjustment -- -- -- -- (10,326) -- (10,326)
------- ---------- ---------- -------- -------- -------- ----------
Comprehensive income -- -- -- 123,880 (10,326) -- 113,554
------- ---------- ---------- -------- -------- -------- ----------
Cash dividends ($.90 per share) -- -- -- (56,263) -- -- (56,263)
Issuance of common stock -- 147 4,508 -- -- 10,808 15,463
Incentive Plan for Key Executives -- -- -- -- -- (63) (63)
Issuance of treasury stock under
Stock Incentive Plan -- -- (99) -- -- 1,528 1,429
------- ---------- ---------- -------- -------- -------- ----------
Balance, September 30, 1999 $25,815 $ 37,684 $1,187,684 $611,372 $ (4,098) $(38,181) $1,820,276
======= ========== ========== ======== ======== ======== ==========
Balance, December 31, 1997 $ -- $ 186,531 $ 169,734 $500,257 $ 396 $(55,834) $ 801,084
Comprehensive income:
Net income -- -- -- 70,186 -- -- 70,186
Unrealized valuation adjustment,
net of tax and
reclassification adjustment -- -- -- -- 7,519 -- 7,519
------- ---------- ---------- -------- -------- -------- ----------
Comprehensive income -- -- -- 70,186 7,519 -- 77,705
------- ---------- ---------- -------- -------- -------- ----------
Purchase of treasury stock -- -- -- -- -- (7,342) (7,342)
Issuance of common stock -- 1,036 2,190 -- -- -- 3,226
Cash dividends ($.86 per share) -- -- -- (31,009) -- -- (31,009)
Incentive Plan for Key Executives -- -- -- -- -- (120) (120)
Issuance of treasury stock under
Stock Incentive Plan -- -- (14) -- -- 259 245
------- ---------- ---------- -------- -------- -------- ----------
Balance, September 30, 1998 $ -- $ 187,567 $ 171,910 $539,434 $ 7,915 $(63,037) $ 843,789
======= ========== ========== ======== ======== ======== ==========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
BancWest Corporation and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accounting and reporting policies of BancWest Corporation and
Subsidiaries (the "Company") conform with generally accepted accounting
principles and practices within the banking industry. The following is a summary
of significant accounting policies:
CONSOLIDATION
The consolidated financial statements of the Company include the
accounts of BancWest Corporation ("BWE") and its wholly owned subsidiaries:
First Hawaiian Bank and its wholly owned subsidiaries ("First Hawaiian"); Bank
of the West and its wholly owned subsidiaries ("Bank of the West"); FHL Lease
Holding Company, Inc. and its wholly owned subsidiary; First Hawaiian Capital I
(of which BWE owns all the common securities); and FHI International, Inc. All
significant intercompany balances and transactions have been eliminated in
consolidation. 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.
RECLASSIFICATIONS
Certain amounts in the consolidated financial statements for 1998 have
been reclassified to conform with the 1999 presentation. In addition, certain
reclassifications were made to proforma financial information previously
reported. Such reclassifications had no material effect on the consolidated net
income as previously reported.
RESTATEMENTS
The consolidated financial statements for all periods presented have
been restated to include the results of operations, financial position, and
changes in cash flows for the acquisition of SierraWest Bancorp, which was
accounted for as a pooling-of-interests. See Note 6.
6
<PAGE> 8
BancWest Corporation and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
2. NEW PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for
Derivative Instruments and Hedging Activities." SFAS No. 133 establishes
accounting and reporting standards for derivative instruments and hedging
activities. SFAS No. 133 requires the recognition of all derivative instruments
in the statement of financial position as either assets or liabilities and the
measurement of derivative instruments at fair value. In June 1999, the FASB
issued SFAS No. 137, "Accounting for Derivative Instruments and Hedging
Activities - Deferral of the Effective Date of FASB Statement No. 133." The
original effective date for SFAS No. 133 was for all fiscal years beginning
after June 15, 1999. As a result of SFAS No. 137, the effective date for SFAS
No. 133 is for all fiscal quarters of all fiscal years beginning after June 15,
2000. The adoption of SFAS No. 133, as amended by SFAS No. 137, is not expected
to have a material effect on the Company's consolidated financial statements.
Effective January 1, 1999, the Company adopted SFAS No. 134, "Accounting
for Mortgage-Backed Securities Retained after the Securitization of Mortgage
Loans Held for Sale by a Mortgage Banking Enterprise, an amendment of SFAS No.
65." SFAS No. 134 requires mortgage banking enterprises to classify loans held
for sale that they have securitized, based on their intent to sell or hold these
investments. The adoption of SFAS No. 134 did not have a material effect on the
Company's consolidated financial statements.
3. EARNINGS PER SHARE
The following is a reconciliation of the numerators and denominators
used to calculate the Company's basic and diluted earnings per share for the
periods indicated:
<TABLE>
<CAPTION>
QUARTER ENDED SEPTEMBER 30,
-----------------------------------------------------------------------------------------
1999 1998
------------------------------------------ -------------------------------------------
INCOME AVERAGE SHARES PER SHARE Income Average Shares Per Share
(NUMERATOR) (DENOMINATOR) AMOUNT (Numerator) (Denominator) Amount
----------- -------------- --------- ----------- -------------- ---------
(in thousands, except number of shares and per share data)
<S> <C> <C> <C> <C> <C> <C>
Basic:
Net income $ 36,855 62,216,400 $ .59 $25,350 35,411,026 $ .72
Effect of dilutive securities -
Stock Incentive
Plan options -- 360,728 -- -- 266,466 --
-------- ---------- ----- ------- ---------- -----
Diluted:
Net income and
assumed conversions $ 36,855 62,577,128 $ .59 $25,350 35,677,492 $ .71
======== ========== ===== ======= ========== =====
</TABLE>
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30,
-----------------------------------------------------------------------------------------
1999 1998
------------------------------------------ -------------------------------------------
INCOME AVERAGE SHARES PER SHARE Income Average Shares Per Share
(NUMERATOR) (DENOMINATOR) AMOUNT (Numerator) (Denominator) Amount
----------- -------------- --------- ----------- -------------- ---------
(in thousands, except number of shares and per share data)
<S> <C> <C> <C> <C> <C> <C>
Basic:
Net income $123,880 61,934,575 $2.00 $70,186 35,340,003 $1.99
Effect of dilutive securities -
Stock Incentive
Plan options -- 331,357 -- -- 451,346 --
-------- ---------- ----- ------- ---------- -----
Diluted:
Net income and
assumed conversions $123,880 62,265,932 $1.99 $70,186 35,791,349 $1.96
======== ========== ===== ======= ========== =====
</TABLE>
7
<PAGE> 9
BancWest Corporation and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
4. IMPAIRED LOANS
The following table summarizes impaired loan information as of and for
the nine months ended September 30, 1999 and 1998 and as of and for the year
ended December 31, 1998:
<TABLE>
<CAPTION>
SEPTEMBER 30, 1999 December 31, 1998 September 30, 1998
------------------ ----------------- ------------------
(in thousands)
<S> <C> <C> <C>
Impaired loans $104,503 $109,368 $89,889
Impaired loans with related allowance for credit
losses calculated under SFAS No. 114 $ 78,816 $ 76,513 $69,306
Total allowance for credit losses on impaired loans $ 20,676 $ 19,710 $17,849
Average impaired loans $105,760 $ 88,736 $84,647
Interest income recognized on impaired loans $ 430 $ 3,295 $ 1,074
</TABLE>
Under SFAS No. 114, "Accounting by Creditors for Impairment of a Loan,"
loans are considered impaired when it is probable that the Company will be
unable to collect all amounts due according to the contractual terms of the loan
agreement, including scheduled interest payments. For a loan that has been
restructured, the contractual terms of the loans agreement refer to the terms of
the original loan agreement. Not all impaired loans are necessarily placed on
nonaccrual status; for example, restructured loans performing under restructured
terms beyond a specific period may be classified as accruing but may still be
deemed impaired. Impaired loans without a related allowance for credit losses
are generally collateralized by assets with fair values in excess of the
recorded investment in the loans. Interest payments on impaired loans are
generally applied to reduce the outstanding principal amounts of such loans.
5. MERGER WITH BANCWEST CORPORATION
On November 1, 1998, the merger of the former BancWest Corporation ("Old
BancWest"), parent company of Bank of the West, with and into First Hawaiian,
Inc. ("FHI") was consummated (the "BancWest Merger"). At that date, Bank of the
West, headquartered in San Francisco, was California's fifth largest bank with
approximately $6.1 billion in assets and 103 branches in 21 counties in Northern
and Central California.
Prior to the consummation of the BancWest Merger, Old BancWest was
wholly owned by Banque Nationale de Paris ("BNP"), France's second largest
banking group. In the BancWest Merger, BNP received approximately 25.8 million
shares of the Company's newly authorized Class A common stock (representing
approximately 45% of the then outstanding voting stock). The transaction was
accounted for using the purchase method of accounting and results of operations
were included in the consolidated statements of income from the date of
acquisition. The excess of cost over fair value of net assets acquired amounted
to approximately $599.0 million. FHI, the surviving corporation of the BancWest
Merger, changed its name to "BancWest Corporation" on November 1, 1998.
The Company recorded restructuring, BancWest Merger-related and other
nonrecurring costs totaling $25.5 million, of which $11.3 million was accrued as
a liability in 1998. During the first nine months of 1999, this liability was
reduced by a total of $5.7 million, as a result of: (1) the payment of $2.0
million for data processing contract termination penalties; (2) $1.8 million for
severance payments; (3) $.5 million for payments on other integration costs; and
(4) $1.4 million related to excess leased commercial properties. The remaining
amount accrued is $5.6 million at September 30, 1999.
On July 19, 1999, the Company announced plans to consolidate its three
existing data centers into a single data center in Honolulu. The consolidation
will be accomplished through a facilities management contract with a service
provider assuming management of First Hawaiian's existing information technology
center. As a result of this consolidation effort, the Company recorded pre-tax
restructuring and other nonrecurring costs of approximately $6.9 million in the
third quarter of 1999. Those costs are comprised of approximately $3.8 million
for the write-off of capitalized information technology costs, $1.5 million for
employee severance costs, and $1.6 million in other nonrecurring costs. During
the third quarter, approximately $3.8 million in capitalized information
technology costs were written off and approximately $92,000 in other
nonrecurring costs were paid. At September 30, 1999, the remaining amount
accrued for restructuring and other nonrecurring costs related to the
consolidation of data centers is approximately $3.0 million.
6. MERGER WITH SIERRAWEST BANCORP
On July 1, 1999, the Company completed its acquisition of SierraWest
Bancorp ("SierraWest"). SierraWest and its subsidiary, SierraWest Bank, were
merged into Bank of the West, resulting in the issuance of approximately 4.40
million shares of the Company's common stock to the shareholders of SierraWest.
The acquisition was accounted for using the pooling-of-interests method of
accounting. Historical financial information presented herein is restated to
include SierraWest. No material adjustments were recorded to conform
SierraWest's accounting policies with that of the Company.
In connection with the SierraWest merger, the Company recorded pre-tax
restructuring, merger-related and other nonrecurring costs of $9.3 million in
July 1999. These restructuring merger-related, and other nonrecurring costs were
comprised of approximately $3.4 million in severance and other employee
benefits, $1.7 million in equipment and occupancy expense, $2.8 million in
expenses for legal and other professional services and $1.4 million in other
nonrecurring costs. During the third quarter, approximately $1.5 million of
capitalized equipment and occupancy expense was written off, $2.0 million in
accrued severance and other employee benefits were paid and $3.3 million in
other restructuring, merger-related and other nonrecurring costs were paid. At
September 30, 1999, approximately $1.4 million of severance and employee
benefits and approximately $1.1 million in other restructuring, merger-related
and other nonrecurring costs remain accrued. In the first six months of 1999,
the Company recorded additional pre-tax merger-related and other nonrecurring
costs of $1.4 million, primarily for legal and other professional services.
8
<PAGE> 10
Bancwest Corporation and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
The following table sets forth the results of operations of SierraWest and the
Company for the six months ended June 30, 1999. These six-month results are
included in the consolidated results of operations for the nine months ended
September 30, 1999 presented in the accompanying consolidated statement of
income.
SIX MONTHS ENDED JUNE 30, 1999
(in thousands, except per share data)
<TABLE>
<CAPTION>
SIERRAWEST COMPANY COMBINED
---------- -------- ---------
<S> <C> <C> <C>
Net interest income $21,703 $315,412 $337,115
Noninterest income $ 7,362 $ 89,077 $ 96,439
Net income $ 4,765 $ 82,260 $ 87,025
Net income per common share
Basic $ 0.89 $ 1.43 $ 1.41
Diluted $ 0.87 $ 1.43 $ 1.40
</TABLE>
The following table reconciles the revenue and net income previously reported by
the Company with the combined amounts presented in the accompanying consolidated
statements of income for the quarter and nine months ended September 30, 1998.
QUARTER ENDED SEPTEMBER 30, 1998
(in thousands, except per share data)
<TABLE>
<CAPTION>
SIERRAWEST COMPANY COMBINED
---------- -------- ---------
<S> <C> <C> <C>
Net interest income $9,858 $88,681 $98,539
Noninterest income $3,944 $26,169 $30,113
Net income $2,820 $22,530 $25,350
Net income per common share
Basic $ 0.54 $ 0.72 $ 0.72
Diluted $ 0.51 $ 0.72 $ 0.71
</TABLE>
NINE MONTHS ENDED SEPTEMBER 30, 1998
(in thousands, except per share data)
<TABLE>
<CAPTION>
SIERRAWEST COMPANY COMBINED
---------- -------- ---------
<S> <C> <C> <C>
Net interest income $29,183 $260,708 $289,891
Noninterest income $10,864 $ 82,996 $ 93,860
Net income $ 4,760 $ 65,426 $ 70,186
Net income per common share
Basic $ 0.93 $ 2.10 $ 1.99
Diluted $ 0.87 $ 2.09 $ 1.96
</TABLE>
9
<PAGE> 11
BancWest Corporation and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
7. OPERATING SEGMENTS
In 1998, the Company adopted SFAS No. 131, "Disclosures about Segments
of an Enterprise and Related Information." SFAS No. 131 supersedes SFAS No. 14,
"Financial Reporting for Segments of a Business Enterprise," replacing the
"industry segment" approach with the "management" approach. The management
approach designates the internal organization that is used by management for
making operating decisions and assessing performance as the source of the
Company's reportable segments. SFAS No. 131 also requires disclosure about
products and services, geographic areas and major customers. The adoption of
SFAS No. 131 did not affect the Company's consolidated results of operations or
consolidated financial position as previously reported.
As of September 30, 1999, the Company had two reportable operating
segments: First Hawaiian and Bank of the West. The First Hawaiian segment
operates primarily in the State of Hawaii. The Bank of the West segment operates
primarily on the mainland United States. At and for quarter and nine months
ended September 30, 1998, the Bank of the West segment was composed of Pacific
One Bank and SierraWest Bancorp (and did not include Bank of the West).
The financial results of the Company's operating segments are presented
on an accrual basis. There are no significant differences between the accounting
policies of the segments as compared to the Company's consolidated financial
statements. The Company evaluates the performance of its segments and allocates
resources to them based on net interest income and net income. There are no
material intersegment revenues.
The tables below present information about the Company's operating
segments as of and for the quarters and nine months ended September 30, 1999 and
1998, respectively.
<TABLE>
<CAPTION>
QUARTER ENDED SEPTEMBER 30,
--------------------------------------------------------------------
BANK
FIRST OF THE RECONCILING CONSOLIDATED
HAWAIIAN WEST OTHER ITEMS TOTALS
-------- -------- -------- ----------- ------------
(in millions)
<S> <C> <C> <C> <C> <C>
1999
NET INTEREST INCOME $ 79.0 $ 97.8 $ (1.6) $ 0.3 $ 175.5
NET INCOME 20.8 17.5 (2.5) 1.1 36.9
SEGMENT ASSETS 7,139.0 9,515.0 2,698.0 (2,629.0) 16,723.0
1998
Net interest income $ 81.7 $ 20.6 $ (3.8) $ -- $ 98.5
Net income 23.0 4.8 (2.4) -- 25.4
Segment assets 7,085.0 1,820.0 1,388.0 (1,244.0) 9,049.0
</TABLE>
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30,
--------------------------------------------------------------------
BANK
FIRST OF THE RECONCILING CONSOLIDATED
HAWAIIAN WEST OTHER ITEMS TOTALS
-------- -------- -------- ----------- ------------
(in millions)
<S> <C> <C> <C> <C> <C>
1999
NET INTEREST INCOME $ 233.7 $ 284.3 $ (5.5) $ 0.1 $ 512.6
NET INCOME 69.3 59.1 (4.9) 0.4 123.9
SEGMENT ASSETS 7,139.0 9,515.0 2,698.0 (2,629.0) 16,723.0
1998
Net interest income $ 240.7 $ 60.1 $ (10.9) $ -- $ 289.9
Net income 67.8 9.5 (7.1) -- 70.2
Segment assets 7,085.0 1,820.0 1,388.0 (1,244.0) 9,049.0
</TABLE>
The reconciling items in the tables above are primarily inter-company
eliminations.
10
<PAGE> 12
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Certain matters contained herein are forward-looking statements that involve
certain risks and uncertainties that could cause the Company's actual results to
differ materially from those discussed in the forward-looking statements.
Readers should carefully consider these risks and uncertainties in reading this
report. Factors that could cause or contribute to such differences include, but
are not limited to: (1) global, national and local economic and market
conditions; (2) the level and volatility of interest rates and currency values;
(3) fiscal and monetary policies of government agencies; (4) credit risks
inherent in the lending processes; (5) loan and deposit demand in the geographic
regions in which the Company conducts business; (6) the impact of intense
competition in the rapidly evolving banking and financial services business; (7)
the effect of current and pending government legislation and regulations; (8)
the extensive regulation of the Company's business at both the federal and state
levels; (9) whether expected revenue enhancements and cost savings from the
mergers with Old BancWest and SierraWest Bancorp are realized within expected
time frames; (10) matters relating to the integration of the businesses of the
Company, Old BancWest and SierraWest Bancorp, including the impact of combining
these businesses on revenues, expenses, deposit attrition, customer retention
and financial performance; (11) unforeseen costs and/or complications relating
to year 2000 compliance effort of the Company and third parties with whom the
Company has business relationships; (12) other risks discussed below; and (13)
management's ability to manage these risks.
The Company expressly disclaims any obligation or undertaking to update or
revise any forward-looking statement contained herein to reflect any change in
the Company's expectations with regard thereto or any change in events,
conditions or circumstances on which any statement is based.
<TABLE>
<CAPTION>
QUARTER ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30,
--------------------------- -------------------------------
(dollars in thousands, except per share data) 1999 1998 1999 1998
------- ------- -------- -------
<S> <C> <C> <C> <C>
EARNINGS AND DIVIDENDS
Net income $36,855 $25,350 $123,880 $70,186
Operating earnings(1) $47,127 $25,350 $135,510 $70,186
Cash earnings(1),(2) $55,305 $27,096 $159,840 $75,392
Cash dividends $19,293 $10,708 $ 56,263 $31,009
PER SHARE DATA
Diluted:
Earnings $ .59 $ .71 $ 1.99 $ 1.96
Operating earnings(1) $ .76 $ .71 $ 2.18 $ 1.96
Cash earnings(1),(2) $ .89 $ .76 $ 2.57 $ 2.11
Cash dividends $ .31 $ .30 $ .90 $ .86
Book value (at September 30) $ 29.24 $ 23.79
Market price (close at September 30) $ 40.63 $ 34.00
SELECTED FINANCIAL RATIOS
Return on average total assets (ROA)(1) 1.12% 1.05%
Return on average tangible assets(1) 1.38% 1.15%
Return on average stockholders' equity (ROE)(1) 10.18% 11.47%
Return on average tangible stockholders' equity(1) 19.74% 14.45%
Net interest margin (fully taxable equivalent basis) 4.76% 4.82%
Allowance for credit losses to total loans and leases
(at September 30) 1.31% 1.38%
Nonperforming assets to total assets (at September 30) .80% 1.11%
Allowance for credit losses to nonperforming loans and
leases (at September 30) 158.1% 132.0%
</TABLE>
(1) Excluding after-tax restructuring, merger-related and other nonrecurring
costs of $10,272,000 in July 1999 and $1,358,000 recorded in prior months of
1999.
(2) Cash earnings and cash earnings per share are calculated based on earnings
plus the after-tax amortization of intangibles.
11
<PAGE> 13
BancWest Corporation and Subsidiaries
CONSOLIDATED FINANCIAL HIGHLIGHTS (Unaudited)
MERGER WITH BANCWEST CORPORATION
On November 1, 1998, for a purchase price of $905.7 million, the merger (the
"BancWest Merger") of the former BancWest Corporation, parent company of Bank of
the West, with and into First Hawaiian, Inc. ("FHI") was consummated. In
connection with this merger, the Company recorded restructuring, BancWest
Merger-related and other nonrecurring costs totaling $25,527,000 in 1998.
Restructuring and BancWest Merger-related costs of $20,043,000 included: (1)
severance and termination payments to employees of $2,211,000; (2) data
processing contract termination penalties of $2,083,000; (3) write-off of
capitalized software costs of $2,755,000; (4) write-downs or losses associated
with excess leased commercial properties of $8,179,000; (5) write-off of
signage, forms, prepaid expenses and other miscellaneous assets totaling
$3,828,000; and (6) other integration costs of $987,000. The severance and
contract termination penalties are being paid throughout 1999. Other
nonrecurring costs recorded in 1998 included impairment charges of $5,484,000
related to intangible assets associated with earlier acquisitions.
On July 19, 1999, the Company announced additional pre-tax restructuring and
other nonrecurring costs of approximately $6,854,000, related to the
consolidation of its three existing data centers into a single facility in
Honolulu. The Company expects to consolidate all of its data center operations
in its Honolulu facility in a uniform environment by the third quarter of next
year. Apart from the additional restructuring charge related to the
consolidation of the Company's data centers, the Company has recorded no
significant new restructuring or nonrecurring charges related to the BancWest
Merger.
In substantially all of the Company's income and expense categories, the
BancWest Merger is the principal reason for the change in the amounts reported
for the quarter and nine months ended September 30, 1999 as compared to the
amounts reported in the quarter and nine months ended September 30, 1998. The
BancWest Merger was also the cause of increases in substantially all of the
categories of the Company's consolidated balance sheets between amounts reported
at September 30, 1999 and those reported at September 30, 1998. Other
significant factors affecting the Company's results of operations and financial
position are described in the applicable sections below.
MERGER WITH SIERRAWEST
On July 1, 1999, the acquisition of SierraWest and its subsidiary SierraWest
Bank was consummated. At July 1, 1999, SierraWest Bank had $906 million in total
assets and 20 branches along the Interstate 80 corridor in Northern California
and Nevada, from Sacramento to Lake Tahoe. The Company converted the branch and
support operations of the former SierraWest Bank into those of Bank of the West
in September 1999. As part of the Company's effort to integrate SierraWest,
three SierraWest branches were consolidated with nearby Bank of the West
branches. In connection with this merger, the Company recorded pre-tax
restructuring, merger-related and other nonrecurring costs in the third quarter
of 1999 of $9,340,000. In addition to the charge taken in the current quarter,
the Company has recorded pre-tax charges of $1,418,000 in merger-related and
other nonrecurring costs in the six months prior to July of 1999 in its
financial statements restated for the acquisition of SierraWest, which was
accounted for using the pooling-of-interests method of accounting. These costs
were primarily for legal and other professional services incurred in conjunction
with the acquisition of SierraWest by the Company.
12
<PAGE> 14
NET INCOME
The Company recorded consolidated net income for the first nine months of 1999
of $123,880,000, an increase of $53,694,000, or 76.5%, over the first nine
months of 1998. For the third quarter of 1999, the consolidated net income of
$36,855,000 represented a $11,505,000, or 45.4%, increase over the same quarter
in 1998. Excluding the effects of the pre-tax restructuring, merger-related and
other nonrecurring charges of $16,116,000 and $17,534,000, for the quarter and
nine months ended September 30, 1999, respectively, operating income was
$47,127,000 and $135,510,000, for the quarter and nine months ended September
30, 1999, respectively. The increase is primarily due to the effects of the
BancWest Merger.
Basic and diluted earnings per share for the first nine months of 1999 was $2.00
and $1.99, respectively, an increase of .5% and 1.53%, respectively, over the
same period of 1998. Excluding the restructuring, merger-related and other
nonrecurring charges, diluted earnings per share for the nine months ended
September 30, 1999 was $2.18, an increase of 11.2% over the first nine months of
1998. The percentage increase in consolidated net income on a per share basis
was less than the percentage increase in consolidated net income because of the
issuance of 25.8 million shares of Class A common stock in connection with the
BancWest Merger. The issuance resulted in a higher average number of outstanding
shares in 1999 as compared to 1998.
Diluted cash earnings per share (defined as earnings per share plus after-tax
amortization of goodwill and core deposit intangibles and calculated excluding
restructuring, merger-related and other nonrecurring charges) for the first nine
months of 1999 was $2.57, an increase of 21.8% over the same period in 1998. The
increase is primarily due to the effects of the BancWest Merger.
The ratios discussed below, the return on average total assets, the return on
average stockholders' equity, the return on average tangible assets and the
return on average tangible stockholders' equity were computed excluding the
effects of restructuring, merger-related and other nonrecurring costs.
On an annualized basis, the Company's return on average total assets for the
first nine months of 1999 and 1998 was 1.12% and 1.05%, respectively. Its return
on average stockholders' equity for the first nine months of 1999 was 10.18%, a
decrease of 11.25% compared to the same period in 1998. The decrease in the
return on average stockholders' equity is principally a result of the issuance
of the Company's Class A common stock on November 1, 1998 and the increase in
the amount of amortization of intangible assets, due to the increased amount of
goodwill and core deposit intangibles recorded as a result of the BancWest
Merger.
The return on average tangible assets and the return on average tangible
stockholders' equity, on an annualized basis, increased by 20.0% and 36.6%,
respectively, over the first nine months of 1998. These increases resulted
primarily from the effects of the BancWest Merger. The return on average
tangible assets and the return on average tangible stockholders' equity are
defined as cash earnings as a percentage of average total assets and average
stockholders' equity minus average goodwill and core deposit intangibles,
respectively.
13
<PAGE> 15
NET INTEREST INCOME
Net interest income, on a fully taxable equivalent basis, increased
$222,665,000, or 76.8%, to $512,660,000 for the first nine months of 1999 from
$289,995,000 for the same period in 1998. The increase in net interest income
for the first nine months of 1999 over the same period in 1998 was primarily due
to the BancWest Merger.
In comparison to the same period in 1998, net interest margin for the first nine
months of 1999 decreased from 4.82% to 4.76%. The decrease was primarily
attributable to a 61 basis point (1% equals 100 basis points) decrease in the
yield on average earning assets for the first nine months of 1999 compared to
the same period in 1998. The decrease in the yield on average earning assets was
partially offset by a 55 basis point decrease in the rate paid on funding
sources for the first nine months of 1999 over the same period in 1998. The
decrease in both the yield on average earning assets and the rate paid on
funding sources can be attributed to a declining interest rate environment
during the early part of this period. In addition, the change in the mix of
earning assets, with the amount of higher yielding loans, as a percentage of
total average earning assets, falling by 36 basis points, is also responsible
for the decrease in the yield on average earning assets.
The interest income on average earning assets for the first nine months of 1999
was $843,042,000, an increase of $335,416,000, or 66.1%, over the same period of
1998. The interest expense for average interest-bearing deposits and liabilities
for the first nine months of 1999 was $330,382,000, an increase of $112,751,000,
or 51.8%, over the same period of 1998. The increase in interest income earned
on average earning assets and the interest expense paid on average
interest-bearing deposits and liabilities can be attributed primarily to the
BancWest Merger.
Net interest income, on a fully taxable equivalent basis, increased $76,948,000,
or 78.1%, to $175,516,000 for the third quarter of 1999 from $98,568,000 for the
same period in 1998. The increase in net interest income for the third quarter
of 1999 over the same period in 1998 was primarily due to the BancWest Merger.
The decrease in the net interest margin for the third quarter of 1999 was
primarily attributable to a decrease in the yield on average earning assets of
57 basis points, partially offset by a decrease in the rate paid on funding
sources of 51 basis points, compared to the third quarter of 1998. As previously
discussed, the change in the mix of earning assets is negatively impacting the
yield on average earning assets, with the percentage of average loans to total
earning assets down by 43 basis points.
Average earning assets increased by $6,357,496,000, or 79.0%, and
$6,527,770,000, or 80.2%, for the nine months and third quarter of 1999,
respectively, over the same periods in 1998, primarily due to the BancWest
Merger.
Average loans for the first nine months and third quarter of 1999 increased by
$5,432,548,000, or 79.8%, and $5,439,165,000, or 79.3%, respectively, over the
same periods in 1998, primarily due to the BancWest Merger. The mix of loans
continues to change as the Company diversifies its loan portfolio, both
geographically and by industry. These efforts have resulted in growth from the
Company's banking operations in California and the Pacific Northwest. The
BancWest Merger further enhanced our loan diversification strategy.
Average interest-bearing deposits and liabilities increased by $5,459,415,000,
or 79.3%, and $5,676,540,000, or 81.5%, for the first nine months and third
quarter of 1999, respectively, over the same periods in 1998. The BancWest
Merger was primarily responsible for these increases.
14
<PAGE> 16
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 (assuming a 35% tax rate for 1999 and
1998) to make them comparable with taxable items before any income taxes are
applied.
<TABLE>
<CAPTION>
QUARTER ENDED SEPTEMBER 30,
----------------------------------------------------------------------------------------
1999 1998
----------------------------------------- ----------------------------------------
INTEREST Interest
AVERAGE INCOME/ YIELD/ Average Income/ Yield/
ASSETS BALANCE EXPENSE RATE(1) Balance Expense Rate(1)
----------- -------- ------- ---------- -------- -------
(dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
Earning assets:
Interest-bearing deposits
in other banks $ 375,888 $ 5,074 5.36% $ 202,046 $ 2,989 5.87%
Federal funds sold and
securities purchased
under agreements to
resell 259,902 3,482 5.32 279,504 3,893 5.52
Investment securities (2) 1,727,222 26,007 5.97 792,857 12,671 6.34
Loans and leases (3),(4) 12,300,752 253,747 8.18 6,861,587 151,992 8.79
----------- -------- ---------- -------
Total earning assets 14,663,764 288,310 7.80 8,135,994 171,545 8.37
-------- --------
Nonearning assets 1,757,709 856,591
----------- ----------
Total assets $16,421,473 $8,992,585
=========== ==========
</TABLE>
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30,
----------------------------------------------------------------------------------------
1999 1998
----------------------------------------- ----------------------------------------
INTEREST Interest
AVERAGE INCOME/ YIELD/ Average Income/ Yield/
ASSETS BALANCE EXPENSE RATE(1) Balance Expense Rate(1)
----------- -------- ------- ---------- -------- -------
<S> <C> <C> <C> <C> <C> <C>
Earning assets:
Interest-bearing deposits
in other banks $ 304,190 $ 11,888 5.23% $ 173,813 $ 7,832 6.02%
Federal funds sold and
securities purchased
under agreements to
resell 177,082 6,640 5.01 239,307 9,745 5.44
Investment securities (2) 1,680,397 74,902 5.96 823,601 40,098 6.51
Loans and leases (3),(4) 12,240,119 749,612 8.19 6,807,571 449,951 8.84
----------- --------- ---------- --------
Total earning assets 14,401,788 843,042 7.83 8,044,292 507,626 8.44
--------- --------
Nonearning assets 1,767,604 870,299
----------- ----------
Total assets $16,169,392 $8,914,591
=========== ==========
</TABLE>
(1) Annualized.
(2) Average balances exclude the effects of fair value adjustments.
(3) Nonaccruing loans and leases have been included in the computations of
average loan and lease balances.
(4) Interest income for loans and leases included loan fees of $9,176 and
$25,406 for the quarter and nine months ended September 30, 1999,
respectively, and $8,698 and $22,988 for the quarter and nine months ended
September 30, 1998, respectively.
15
<PAGE> 17
<TABLE>
<CAPTION>
QUARTER ENDED SEPTEMBER 30,
----------------------------------------------------------------------------------------
1999 1998
----------------------------------------- ----------------------------------------
INTEREST Interest
AVERAGE INCOME/ YIELD/ Average Income/ Yield/
LIABILITIES AND STOCKHOLDERS' EQUITY BALANCE EXPENSE RATE(1) Balance Expense Rate(1)
--------- -------- ------- ---------- -------- -------
(dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
Interest-bearing deposits
and liabilities:
Deposits $11,252,696 $ 93,677 3.30% $6,041,354 $ 59,359 3.90%
Short-term borrowings 578,505 6,877 4.72 605,311 7,826 5.13
Long-term debt and
capital securities 811,761 12,240 5.98 319,757 5,792 7.19
----------- -------- ---------- --------
Total interest-bearing
deposits and
liabilities 12,642,962 112,794 3.54 6,966,422 72,977 4.16
-------- ---- -------- ----
Interest rate spread 4.26% 4.21%
==== ====
Noninterest-bearing demand
deposits 1,431,358 913,980
Other liabilities 544,205 277,030
----------- ----------
Total liabilities 14,618,525 8,157,432
Stockholders' equity 1,802,948 835,153
----------- ----------
Total liabilities and
stockholders' equity $16,421,473 $8,992,585
=========== ==========
Net interest income
and margin on
earning assets 175,516 4.75% 98,568 4.81%
==== ====
Tax equivalent adjustment 11 29
-------- --------
Net interest income $175,505 $ 98,539
======== ========
</TABLE>
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30,
----------------------------------------------------------------------------------------
1999 1998
----------------------------------------- ----------------------------------------
INTEREST Interest
AVERAGE INCOME/ YIELD/ Average Income/ Yield/
LIABILITIES AND STOCKHOLDERS' EQUITY BALANCE EXPENSE RATE(1) Balance Expense Rate(1)
--------- -------- ------- ---------- -------- -------
<S> <C> <C> <C> <C> <C> <C>
Interest-bearing deposits
and liabilities:
Deposits $10,870,410 $271,057 3.33% $5,912,283 $174,800 3.95%
Short-term borrowings 693,268 23,913 4.61 654,410 25,689 5.25
Long-term debt and
capital securities 782,000 35,412 6.05 319,570 17,142 7.17
----------- -------- ---------- --------
Total interest-bearing
deposits and
liabilities 12,345,678 330,382 3.58 6,886,263 217,631 4.23
-------- ---- -------- ----
Interest rate spread 4.25% 4.21%
==== ====
Noninterest-bearing demand
deposits 1,516,002 949,997
Other liabilities 527,389 260,934
----------- ----------
Total liabilities 14,389,069 8,097,194
Stockholders' equity 1,780,323 817,397
----------- ----------
Total liabilities and
stockholders' equity $16,169,392 $8,914,591
=========== ==========
Net interest income
and margin on
earning assets 512,660 4.76% 289,995 4.82%
==== ====
Tax equivalent adjustment 40 104
-------- --------
Net interest income $512,620 $289,891
======== ========
</TABLE>
(1) Annualized.
16
<PAGE> 18
INVESTMENT SECURITIES
HELD-TO-MATURITY
The following table presents the amortized cost and fair values of
held-to-maturity investment securities as of the dates indicated:
<TABLE>
<CAPTION>
SEPTEMBER 30, December 31, September 30,
1999 1998 1998
------------- ------------ -------------
(in thousands)
<S> <C> <C> <C>
Amortized cost $161,450 $290,922 $--
Unrealized gains 10 1,074 --
Unrealized losses (2,719) (582) --
-------- -------- ---
Fair value $158,741 $291,414 $--
======== ======== ===
</TABLE>
Gross realized gains and losses for the nine months ended September 30, 1999 and
1998 were not significant. Held-to-maturity investment securities decreased to
$161,450,000 at September 30, 1999 by $129,472,000, or 44.5%, from December 31,
1998, principally due to maturities of the investment securities.
AVAILABLE-FOR-SALE
The following table presents the amortized cost and fair values of
available-for-sale investment securities as of the dates indicated:
<TABLE>
<CAPTION>
SEPTEMBER 30, December 31, September 30,
1999 1998 1998
------------- ------------ -------------
(in thousands)
<S> <C> <C> <C>
Amortized cost $1,543,619 $1,470,456 $778,517
Unrealized gains 7,656 12,586 13,329
Unrealized losses (12,464) (2,066) (77)
---------- ---------- --------
Fair value $1,538,811 $1,480,976 $791,769
========== ========== ========
</TABLE>
Gross realized gains and losses on available-for-sale investment securities for
the nine months ended September 30, 1999 and 1998 were as follows:
<TABLE>
<CAPTION>
1999 1998
---- ----
(in thousands)
<S> <C> <C>
Realized gains $ 2 $617
Realized losses (23) (5)
---- ----
Securities gains (losses), net $(21) $612
==== ====
</TABLE>
Gains and losses realized on the sales of available-for-sale investment
securities are determined using the specific identification method.
17
<PAGE> 19
LOANS AND LEASES
The following table sets forth the loan and lease portfolio by major categories
and loan and lease mix at September 30, 1999, December 31, 1998 and September
30, 1998:
<TABLE>
<CAPTION>
SEPTEMBER 30, 1999 December 31, 1998 September 30, 1998
----------------------- ----------------------- ----------------------
AMOUNT % Amount % Amount %
----------- ----- ----------- ----- ---------- -----
(dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
Commercial, financial and agricultural $ 2,147,270 17.4% $ 2,232,821 18.7% $1,828,559 26.6%
Real estate:
Commercial 2,447,207 19.9 2,284,236 19.1 1,453,976 21.1
Construction 421,314 3.4 429,674 3.6 206,287 3.0
Residential:
Insured, guaranteed or
conventional 1,972,599 16.0 2,201,100 18.4 1,422,169 20.7
Home equity credit lines 451,340 3.7 490,540 4.1 427,092 6.2
----------- ----- ----------- ----- ---------- -----
Total real estate loans 5,292,460 43.0 5,405,550 45.2 3,509,524 51.0
----------- ----- ----------- ----- ---------- -----
Consumer 2,858,183 23.2 2,583,725 21.6 767,302 11.2
Lease financing 1,669,040 13.6 1,360,885 11.3 368,717 5.4
Foreign 348,698 2.8 381,582 3.2 400,541 5.8
----------- ----- ----------- ----- ---------- -----
Total loans and leases 12,315,651 100.0% 11,964,563 100.0% 6,874,643 100.0%
===== ===== =====
Less allowance for credit losses 161,543 158,294 94,573
----------- ----------- ----------
Total net loans and leases $12,154,108 $11,806,269 $6,780,070
=========== =========== ==========
Total loans and leases to:
Total assets 73.6% 75.1% 76.0%
Total earning assets 83.9% 85.9% 85.1%
Total deposits 94.8% 99.3% 98.7%
</TABLE>
The loan and lease portfolio is the largest component of total earning assets
and accounts for the greatest portion of total interest income. At September 30,
1999, total loans and leases were $12,315,651,000, representing increases of
2.9% and 79.1% over December 31, 1998 and September 30, 1998, respectively. The
increase in substantially all loan and lease categories from September 30, 1998,
as compared to September 30, 1999, is primarily due to the BancWest Merger.
Commercial, financial and agricultural loans as of September 30, 1999 decreased
$85,551,000, or 3.8%, over December 31, 1998, and increased $318,711,000, or
17.4%, over September 30, 1998. Although the Company continues its efforts to
diversify its loan and lease portfolio, both geographically and by industry,
during the quarter ended September 30, 1999 overall loan volume in the State of
Hawaii continued to decline as a result of the challenging, but slowly
rebounding economy. The BancWest Merger and credit extensions in California and
the Pacific Northwest account for the majority of the increase in loan and lease
balances and the geographic and industry diversification.
Insured, guaranteed or conventional residential real estate loans decreased
$228,501,000, or 10.4%, from December 31, 1998, and increased $550,430,000, or
38.7%, over September 30, 1998. The increase from September 30, 1998 primarily
reflects the effects of the BancWest Merger. The rising interest rate
environment, which has resulted in a decrease in the production of new loans,
and payoffs/paydowns are the primary reasons for the decrease from December 31,
1998.
18
<PAGE> 20
LOANS AND LEASES, CONTINUED
Consumer loans as of September 30, 1999 increased $274,458,000, or 10.6%, over
December 31, 1998, and $2,090,881,000, or 272.5%, over September 30, 1998.
Consumer loans consist primarily of direct and indirect automobile, credit card
and unsecured financing. The increase over September 30, 1998 is primarily due
to the BancWest Merger and automobile financing in California and Oregon. The
increase in consumer loans at September 30, 1999 as compared to December 31,
1998 is primarily a result of growth in the Company's California and Pacific
Northwest portfolio.
Lease financing as of September 30, 1999 increased $308,155,000, or 22.6%, over
December 31, 1998, and $1,300,323,000, or 352.7%, over September 30, 1998. The
increase in lease financing from September 30, 1998 was primarily due to the
BancWest Merger and an increase in the automobile lease portfolio in California.
The increase in lease financing at September 30, 1999, as compared to December
31, 1998, is primarily due to an increase in the Company's California and
Pacific Northwest consumer lease portfolio.
The Company's foreign loans are principally in Guam and Saipan. Foreign loans as
of September 30, 1999, decreased $32,884,000, or 8.6%, compared to December 31,
1998, with approximately 99% domiciled in Guam and Saipan.
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, 1999, the
Company did not have a concentration of loans greater than 10% of total loans
which is not otherwise disclosed as a category of loans as shown in the above
table.
19
<PAGE> 21
NONPERFORMING ASSETS
Nonperforming assets at September 30, 1999, December 31, 1998 and September 30,
1998 are as follows:
<TABLE>
<CAPTION>
SEPTEMBER 30, December 31, September 30,
1999 1998 1998
------------- ------------ -------------
(dollars in thousands)
<S> <C> <C> <C>
Nonperforming Assets
Nonaccrual:
Commercial, financial and agricultural $ 20,727 $ 21,951 $ 18,659
Real estate:
Commercial 29,481 23,128 10,761
Construction 1,076 485 448
Residential:
Insured, guaranteed, or conventional 18,696 10,137 8,190
Home equity credit lines 924 527 276
-------- -------- --------
Total real estate loans 50,177 34,277 19,675
-------- -------- --------
Consumer 2,426 2,416 59
Lease financing 3,495 1,816 18
Foreign 1,941 1,174 1,256
-------- -------- --------
Total nonaccrual loans and leases 78,766 61,634 39,667
-------- -------- --------
Restructured:
Commercial, financial and agricultural 2,132 3,894 579
Real estate:
Commercial 20,177 31,685 30,271
Residential:
Insured, guaranteed, or conventional 1,101 1,100 1,115
Home equity credit lines -- -- --
-------- -------- --------
Total real estate loans 21,278 32,785 31,386
-------- -------- --------
Total restructured loans and leases 23,410 36,679 31,965
-------- -------- --------
Total nonperforming loans and leases 102,176 98,313 71,632
Other real estate owned and repossessed personal property 31,801 34,440 28,399
-------- -------- --------
Total nonperforming assets $133,977 $132,753 $100,031
======== ======== ========
Past due loans and leases(1):
Commercial, financial and agricultural $ 3,303 $ 1,578 $ 1,372
Real estate:
Commercial 5,591 5,212 3,661
Construction -- 440 198
Residential:
Insured, guaranteed, or conventional 8,677 23,413 23,444
Home equity credit lines 1,565 1,710 2,732
-------- -------- --------
Total real estate loans 15,833 30,775 30,035
-------- -------- --------
Consumer 2,135 3,552 3,137
Lease financing 142 74 84
Foreign 5,054 1,816 1,419
-------- -------- --------
Total past due loans and leases $ 26,467 $ 37,795 $ 36,047
======== ======== ========
Nonperforming assets to total loans and leases and other
real estate owned and repossessed personal property
(end of period):
Excluding past due loans and leases 1.09% 1.11% 1.45%
Including past due loans and leases 1.30% 1.42% 1.97%
Nonperforming assets to total assets (end of period):
Excluding past due loans and leases .80% .83% 1.11%
Including past due loans and leases .96% 1.07% 1.50%
</TABLE>
(1) Represents loans and leases which are past due 90 days as to principal
and/or interest, are still accruing interest and are adequately
collateralized and in the process of collection.
20
<PAGE> 22
NONPERFORMING ASSETS, CONTINUED
Nonperforming assets at September 30, 1999 were $133,977,000, or 1.09%, of total
loans and leases and other real estate owned ("OREO") and repossessed personal
property and .80% of total assets, as compared to 1.45% and 1.11%, respectively,
at September 30, 1998.
Nonperforming assets at September 30, 1999 increased by $33,946,000, or 33.9%,
over September 30, 1998. The increase was primarily due to the BancWest Merger,
one commercial, financial and agricultural loan and three real estate -
commercial loans placed on nonaccrual status subsequent to the third quarter of
1998. The increase was partially offset by partial or full payoffs of three
restructured loans and sales and partial write-downs of OREO subsequent to the
third quarter of 1998.
The Company generally places loans and leases on nonaccrual status when they are
90 days past due as to principal or income unless well secured and in the
process of collection, or when management believes that collection of principal
or income has become doubtful, or when a loan is first classified as impaired.
Exceptions are made to the general rules regarding loans 90 days past due when
the fair value of the collateral exceeds the Company's recorded investment in
the loan or when other factors are present which indicate that the borrower will
shortly bring the loan current. While the consumer loans and leases are subject
to the Company's general policies regarding nonaccrual loans, certain past due
consumer loans and leases are generally not placed on nonaccrual status pursuant
to that policy because they are charged off upon reaching a predetermined
delinquency status that ranges from 120 to 180 days and varies by product type
(or earlier if the Company determines that the loan is uncollectible). When
loans and leases are placed on nonaccrual status, previously accrued and
uncollected interest is reversed against interest income of the current period.
Cash interest payments received on nonaccrual loans are applied as a reduction
of the principal balance when doubt exists as to the ultimate collection of the
principal; otherwise, such payments are recorded as income. Nonaccrual loans and
leases are generally returned to accrual status when they become current as to
principal and interest or become both well secured and in the process of
collection. At September 30, 1999, the Company was not aware of any significant
potential problem loans (not otherwise classified as nonperforming or past due
in the table on page 20) where possible credit problems of the borrower caused
management to have serious concerns as to the ability of such borrower to comply
with the present loan repayment terms.
Loans past due 90 days or more and still accruing interest totaled $26,467,000
at September 30, 1999, a decrease of $9,580,000, or 26.6%, compared to September
30, 1998. All of the loans which are past due 90 days or more and still accruing
interest are, in management's judgment, adequately collateralized and in the
process of collection.
Although Hawaii is beginning to recover from its 1991 recession, the economies
in California and the Pacific Northwest continue to expand. This is evidenced by
the decline in the ratios of nonperforming assets to total loans and leases
including OREO and repossessed personal property and of nonperforming assets to
total assets as of September 30, 1999, which includes the impact of the
California-based operations of Bank of the West, as compared to September 30,
1998.
21
<PAGE> 23
DEPOSITS
The following table sets forth the average balances and the average rates paid
on deposits for the periods indicated:
<TABLE>
<CAPTION>
QUARTER ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30,
-------------------------------------------- --------------------------------------------
1999 1998 1999 1998
--------------------- -------------------- -------------------- --------------------
AVERAGE AVERAGE Average Average AVERAGE AVERAGE Average Average
BALANCE RATE(1) Balance Rate(1) BALANCE RATE(1) Balance Rate(1)
----------- ------- ---------- ------- ----------- ------- ---------- -------
(dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Interest-bearing demand $ 312,908 1.26% $ 645,580 1.94% $ 310,698 1.22% $ 588,588 2.14%
Savings 5,191,317 1.83 2,366,089 2.71 5,017,656 1.89 2,343,528 2.69
Time 5,748,471 4.74 3,029,685 5.25 5,542,056 4.76 2,980,167 5.30
----------- ---------- ----------- ----------
Total interest-bearing deposits 11,252,696 3.30 6,041,354 3.90 10,870,410 3.33 5,912,283 3.95
Noninterest-bearing demand 1,431,358 -- 913,980 -- 1,516,002 -- 949,997 --
----------- ---------- ----------- ----------
Total deposits $12,684,054 2.93% $6,955,334 3.39% $12,386,412 2.93% $6,862,280 3.41%
=========== ========== =========== ==========
</TABLE>
Average interest-bearing deposits increased $4,958,127,000, or 83.9%, and
$5,211,342,000, or 86.36%, for the first nine months and third quarter of 1999,
respectively, over the same periods in 1998. The increases in nearly all deposit
categories over the same periods in the prior year are primarily due to the
BancWest Merger. The decrease in average interest-bearing demand deposits is
primarily a result of depositors seeking higher yields through deposit product
programs and reclassifications to the savings deposit category for reserve
requirement purposes.
Noninterest-bearing demand products decreased $537,982,000, or 24.5%, from
$2,195,920,000 at December 31, 1998 to $1,657,938,000 at September 30, 1999.
Interest-bearing demand products decreased $277,654,000, or 47.4%, from
$585,219,000 at December 31, 1998 to $307,655,000 at September 30, 1999. The
decreases were primarily due to the reclassification of certain portions of
noninterest-bearing and interest-bearing demand deposit accounts to the savings
deposit category for reserve requirement purposes.
Savings and time deposits at September 30, 1999 increased by $1,090,582,000 and
$671,156,000, or 27.9% and 13.2%, respectively, as compared to December 31,
1998. In addition to the increase in savings deposits caused principally by
reclassifications as indicated above, time deposits increased due to the Company
funding asset growth by utilizing negotiable and brokered time certificates.
(1) Annualized.
22
<PAGE> 24
PROVISION AND ALLOWANCE FOR CREDIT LOSSES
The following table sets forth the activity in the allowance for credit losses
for the periods indicated:
<TABLE>
<CAPTION>
QUARTER ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
----------------------------- -----------------------------
1999 1998 1999 1998
----------- ---------- ----------- ----------
(dollars in thousands)
<S> <C> <C> <C> <C>
Loans and leases outstanding (end of period) $12,315,651 $6,874,643 $12,315,651 $6,874,643
=========== ========== =========== ==========
Average loans and leases outstanding $12,300,752 $6,861,587 $12,240,119 $6,807,571
=========== ========== =========== ==========
Allowance for credit losses summary:
Balance at beginning of period $ 160,432 $ 93,727 $ 158,293 $ 90,487
----------- ---------- ----------- ----------
Transfer of allowance allocated to
securitized loans -- -- (1,025) --
Loans and leases charged off:
Commercial, financial and agricultural 1,326 3,099 5,295 5,670
Real estate:
Commercial 257 152 2,107 572
Construction 1,000 -- 1,021 --
Residential 1,620 1,270 3,557 2,887
Consumer 7,166 3,649 20,778 11,540
Lease financing 1,848 90 5,495 228
Foreign 366 120 626 336
----------- ---------- ----------- ----------
Total loans and leases charged off 13,583 8,380 38,879 21,233
----------- ---------- ----------- ----------
Recoveries on loans and leases previously charged off:
Commercial, financial and agricultural 826 251 1,302 1,011
Real estate:
Commercial 37 260 216 776
Construction -- 1,224 18 1,224
Residential 151 111 802 184
Consumer 1,418 625 4,215 1,959
Lease financing 427 8 1,190 8
Foreign -- 28 6 96
----------- ---------- ----------- ----------
Total recoveries on loans and leases
previously charged off 2,859 2,507 7,749 5,258
----------- ---------- ----------- ----------
Net charge-offs (10,724) (5,873) (31,130) (15,975)
----------- ---------- ----------- ----------
Provision for credit losses 11,835 6,719 35,405 20,061
----------- ---------- ----------- ----------
Balance at end of period $ 161,543 $ 94,573 $ 161,543 $ 94,573
=========== ========== =========== ==========
Net loans and leases charged off to average loans
and leases .35%(1) .34%(1) .34%(1) .31%(1)
Net loans and leases charged off to allowance for
credit losses 26.34%(1) 24.64%(1) 25.76%(1) 22.58%(1)
Allowance for credit losses to total
loans and leases (end of period) 1.31% 1.38% 1.31% 1.38%
Allowance for credit losses to nonperforming
loans and leases (end of period):
Excluding 90 days past due
accruing loans and leases 1.58X 1.32x 1.58X 1.32x
Including 90 days past due
accruing loans and leases 1.26X .88x 1.26X .88x
</TABLE>
(1) Annualized.
23
<PAGE> 25
PROVISION AND ALLOWANCE FOR CREDIT LOSSES, CONTINUED
The provision for credit losses for the first nine months of 1999 was
$35,405,000, an increase of $15,344,000, or 76.5%, over the same period in 1998.
The increase in the provision for credit losses for the first nine months of
1999 over the same period in 1998 primarily reflects the larger loan portfolio
resulting from the BancWest Merger and the prolonged economic downturn in
Hawaii, which has resulted in a higher level of charge-offs.
The provision for credit losses is based upon management's judgment as to the
adequacy of the allowance for credit losses (the "Allowance") to absorb future
losses. The Company uses a systematic methodology to determine the adequacy of
the Allowance and related provision for credit losses to be reported for
financial statement purposes. The determination of the adequacy of the Allowance
is ultimately one of management judgment, which includes consideration of many
factors, including, among other things, the amount of problem and potential
problem loans and leases, net charge-off experience, changes in the composition
of the loan and lease portfolio by type and location of loans and leases and in
overall loan and lease risk profile and quality, general economic factors and
the fair value of collateral.
Charge-offs were $38,879,000 for the first nine months of 1999, an increase of
$17,646,000, or 83.1%, over the same period in 1998. The increase was primarily
due to the BancWest Merger and partial charge-offs of four commercial, financial
and agricultural loans, one real estate - construction loan, and one real estate
- - commercial loan totaling $5,767,000 for the first nine months of 1999 as
compared to partial charge-offs of four commercial, financial and agricultural
loans and one real estate - residential loan totaling $1,101,000 for the first
nine months of 1998. Consumer loan charge-offs were negatively impacted by the
lingering effects of the downturn in the Hawaiian economy and a continued
increase in personal bankruptcies. Smaller balance homogeneous credit card and
consumer loans are charged off at a predetermined delinquency status or earlier
if the Company determines that the loan is uncollectible.
For the first nine months of 1999, recoveries increased to $7,749,000, or 47.4%,
over the same period in 1998. The increase was primarily due to the BancWest
Merger, partially offset by a $548,000 recovery on a commercial, financial and
agricultural loan, a $272,000 recovery on a real estate - commercial loan, and a
$1,204,000 recovery on a real estate - construction loan in the first quarter of
1998.
The Allowance decreased to 1.21 times nonperforming loans and leases (excluding
90 days or more past due accruing loans and leases) at September 30, 1999 from
1.32 times at September 30, 1998. The decrease in the ratio is principally due
to an increase in nonperforming loans and leases at September 30, 1999 over
September 30, 1998, as discussed in the nonperforming assets section (see pages
20 and 21), partially offset by an increase in the Allowance as a result of the
BancWest Merger.
In management's judgment, the Allowance was adequate to absorb potential losses
currently inherent in the loan and lease portfolio at September 30, 1999.
However, changes in prevailing economic conditions in the Company's markets
could result in changes in the level of nonperforming assets and charge-offs in
the future and, accordingly, changes in the Allowance.
NONINTEREST INCOME
Noninterest income totaled $142,922,000 and $46,483,000 for the first nine
months and third quarter of 1999, respectively, an increase of $49,062,000 and
$16,370,000, or 52.3% and 54.4%, respectively, over the same periods in 1998.
Trust and investment services income increased $4,990,000 and $1,599,000, or
25.0% and 24.6%, for the first nine months and third quarter of 1999,
respectively, over the same periods in 1998. These increases were primarily due
to higher investment and trust management fees earned.
Service charges on deposit accounts increased $25,117,000 and $8,362,000, or
100.7% and 96.2% for the first nine months and third quarter of 1999,
respectively, over the same periods in 1998. These increases were primarily due
to the BancWest Merger and higher service charges.
Other service charges and fees increased $19,637,000 and $4,199,000, or 68.3%
and 40.8%, for the first nine months and third quarter of 1999, respectively,
over the same periods in 1998. These increases were primarily due to: (1) the
BancWest Merger; (2) higher mortgage servicing fees for mortgage loans that were
originated and sold with servicing retained; (3) higher ATM convenience fee
income; and (4) higher merchant discount fees.
Other noninterest income for the first nine months of 1999 decreased by $49,000,
or .2%, over the same period in 1998. Other noninterest income for the third
quarter of 1999 increased by $2,681,000, or 64.6%, compared to the third quarter
of 1998, primarily due to the BancWest Merger. The decrease in the first nine
months was primarily due to gains on sales in the second quarter of 1998 of a
corporate aircraft and the Maui regional manager's residence of $3,907,000 and
$2,115,000, respectively, partially offset by the effects of the BancWest
Merger.
24
<PAGE> 26
NONINTEREST EXPENSE
Noninterest expense totaled $406,156,000 for the first nine months of 1999, an
increase of 60.7% over the same period in 1998. Noninterest expense totaled
$145,077,000 for the third quarter of 1999, an increase of 77.3% over the same
period in 1998. Excluding restructuring, merger-related and other nonrecurring
charges, noninterest expense was $388,622,000 and $128,961,000 for the first
nine months and third quarter of 1999, respectively, an increase of 53.8% and
57.6% over the same periods in 1998.
Total personnel expense (salaries and wages and employee benefits) increased
$54,420,000 and $18,685,000, or 44.4% and 46.1%, for the first nine months and
third quarter of 1999, respectively, over the same periods in 1998. The increase
was primarily due to the larger number of employees resulting from the BancWest
Merger. The increase was partially offset by lower salaries and wages expense as
a result of the Company's re-engineering and consolidation efforts and higher
pension credits.
Occupancy expense for the first nine months of 1999 increased $12,885,000, or
40.1%, over the same period in 1998. The occupancy expense for the third quarter
of 1999 increased $4,448,000, or 41.6%, over the same period in 1998. The
primary reason for these increases was the increase in the number of facilities
resulting from the BancWest Merger.
Equipment expense increased $1,920,000 and $955,000, or 9.0% and 14.2%,
respectively, for the first nine months and third quarter of 1999, over the same
periods in 1998. The increase was primarily the result of an increase in the
amount of equipment due to the BancWest Merger, partially offset by lower
depreciation expense on furniture and equipment.
Intangible amortization increased $20,081,000 and $6,699,000, for the first nine
months and third quarter, respectively, over the same periods in 1998, primarily
due to increased amortization expense in 1999, resulting from the $599,000,000
BancWest Merger-related increase in goodwill.
Other noninterest expense increased $46,559,000 and $16,349,000 for the first
nine months and third quarter of 1999, respectively, an increase of 66.6% and
75.5% over the same periods in 1998. These increases were the result of: (1) the
BancWest Merger; (2) write-downs and losses on the sale of certain OREO; (3)
higher outside service expenses primarily related to the year 2000 project and
the facilities management agreement for the Honolulu data center (see year 2000
disclosure on pages 26 to 28); (4) higher foreclosed property expenses; and (5)
the charitable donation of a recreational center to a community group in Hawaii
resulting in a pre-tax loss on disposal of $1,277,000.
In addition to the noninterest expenses discussed above, the Company incurred
pre-tax restructuring, merger-related and other nonrecurring charges of
$17,534,000 and $16,116,000 for the first nine months and third quarter of 1999,
respectively. On an after-tax basis, the amounts were $11,630,000 and
$10,272,000 for the first nine months and third quarter of 1999, respectively
(see Merger with BancWest Corporation and Merger with SierraWest on page 12).
INCOME TAXES
The Company's effective income tax rates (exclusive of the tax equivalent
adjustment) for the first nine months and third quarter of 1999 were 42.1% and
43.4%, respectively, as compared to 36.7% and 36.8% for the same periods in
1998. The higher rates in 1999 primarily reflect the increased amortization of
goodwill and intangible assets resulting from the BancWest Merger, from which
the Company receives no tax benefit, partially offset by the tax benefit of the
charitable donation of the recreational center.
LIQUIDITY AND CAPITAL
Stockholders' equity was $1,820,276,000 at September 30, 1999, an increase of
4.2% over $1,746,156,000 at December 31, 1998. Compared to September 30, 1998,
stockholders' equity at September 30, 1999 increased by $976,487,000, or 115.7%.
The increase is primarily due to the issuance of 25,814,768 shares of Class A
Common Stock on November 1, 1998 in connection with the BancWest Merger.
25
<PAGE> 27
Quantitative measures established by regulation to ensure capital adequacy
require the Company to maintain minimum amounts and ratios (set forth in the
table below, at September 30, 1999) of Tier 1 and Total Capital to risk-weighted
assets, and of Tier 1 Capital to average assets.
<TABLE>
<CAPTION>
For Capital
Actual Adequacy Purposes
---------------------- ----------------------
Amount Ratio Amount Ratio
---------- ------ ---------- -----
<S> <C> <C> <C> <C>
Tier 1 Capital to
Risk-Weighted
Assets $1,263,446 8.76% $ 577,037 4.00%
Total Capital to
Risk-Weighted
Assets $1,523,295 10.56% $1,154,075 8.00%
Tier 1 Capital to
Average Assets $1,263,446 8.02% $ 472,816 3.00%
</TABLE>
As of September 30, 1999, the Company's depository institution subsidiaries were
categorized as well-capitalized under the applicable Federal regulations
regarding the regulatory framework for prompt corrective action. To be
categorized as well-capitalized, the Company's depository institution
subsidiaries must, among other things, maintain Tier 1 risk-based and total
risk-based capital ratios of 6% and 10%, respectively.
YEAR 2000 ISSUES
BACKGROUND
Many computer programs were written, and many computer chips were programmed, to
use only two digits to identify the year. Thus, a computer program could read
the digits "00" as the year 2000 or as the year 1900. If not corrected, software
and computer systems may fail or create erroneous results in the year 2000.
Also, computer chips embedded in many operating facilities--such as elevators
and communication systems--may cause equipment malfunctions because of the year
2000 date change. These potential software and systems problems may affect the
Company, the outside companies and agencies that the Company relies upon to
conduct its business and to service its customers ("External Parties"), and the
Company's borrowers. Failure by the Company or these third parties to
successfully address year 2000 issues could have a material and adverse effect,
on the Company's business, consolidated results of operations or financial
condition.
The Company's programs to address these issues are being carried out by its
subsidiary banks, First Hawaiian and Bank of the West. Each bank has formed
management teams to address year 2000 issues. The teams report to the applicable
bank's senior management and to its Board of Directors or audit committee, which
in turn reports to the audit committee of the Company's Board of Directors.
The Company's year 2000 programs are designed to comply with guidelines issued
by the Federal Financial Institutions Examination Council (the "FFIEC"). The
Federal Deposit Insurance Corporation (the "FDIC") and Federal Reserve, which
are members of the FFIEC, conduct year 2000 compliance examinations of the
Company, First Hawaiian and Bank of the West. These examinations result in one
of three ratings: "satisfactory," "needs improvement," or "unsatisfactory," and
institutions that receive a rating of unsatisfactory may be subject to formal
enforcement action, supervisory agreements, cease and desist orders, civil money
penalties, or the appointment of a conservator. Disclosure of these ratings is
not permitted by Federal regulations.
Each bank's program includes the five major phases suggested in FFIEC
guidelines--awareness, assessment, renovation (remediation or replacement of
noncompliant items), validation (which includes stand-alone and integration
testing), and implementation. In the assessment phase, the banks classified
items to be addressed as "mission critical" or "non-mission critical." Mission
critical items are those applications or systems that are vital to the
successful continuance of a core business activity of the bank.
First Hawaiian and Bank of the West have substantially different data processing
environments and consequently different approaches to addressing year 2000
issues. While both banks rely heavily on third-party-provided software, First
Hawaiian has operated its own data center to meet the majority of its systems'
requirements, while Bank of the West has outsourced its primary data processing
services. Because of this key difference in data processing environments,
implementation of each bank's year 2000 program is discussed separately below.
26
<PAGE> 28
STATUS OF IMPLEMENTATION OF FIRST HAWAIIAN'S PROGRAM
By June 30, 1999, First Hawaiian met all the major milestones established by the
FFIEC, including the completion of all five phases of the program for mission
critical systems. By September 30, 1999, First Hawaiian completed all five
phases of the program for all of its non-mission critical systems.
EXTERNAL PARTIES
First Hawaiian is continuing to assess the year 2000 compliance efforts of
significant External Parties. It has categorized External Parties as follows:
(1) external processors--vendors who provide core business processing services,
such as credit card processing, and vendors who provide information access for
First Hawaiian's customers, such as business and home P.C. banking; (2) external
interfaces--companies and agencies with whom the bank exchanges information by
electronic or nonelectronic media, such as automated clearing house
transactions; and (3) external alliances--vendors, supply providers, business
partners, customers and other third parties that are not covered by any other
category, such as credit bureaus and stock quotation services. By March 31,
1999, First Hawaiian had completed testing with all mission critical external
processors. By June 30, 1999, First Hawaiian substantially completed testing of
external interfaces with mission critical parties and had completed selected
testing with customers. First Hawaiian completed initial contacts with External
Parties involved in other alliances in 1998, and follow up contacts will
continue throughout 1999. As of September 30, 1999, all initial contacts had
been completed, with follow-up contacts continuing through the remainder of
1999.
CUSTOMERS AND COUNTERPARTIES
The first stage of First Hawaiian's evaluation of year 2000 compliance by
customers included a credit risk survey and assessment process which was
completed by First Hawaiian credit officers in August 1998. Following FFIEC
guidelines and based on management judgment, all aggregate loans and commitments
to a borrower in excess of a fixed threshold were evaluated. In addition, all
applicants for new credits are being evaluated for year 2000 risk among other
underwriting risks. Borrowers are classified as "high risk," "medium risk" and
"low risk" based on year 2000 status. First Hawaiian continually reassesses the
year 2000 credit risk of larger borrowers. By June 30, 1999, First Hawaiian
completed the re-evaluation of all large borrowers in high-, medium- and
low-risk categories to determine their progress in mitigating their year 2000
risk and whether contingency plans had been developed. First Hawaiian will
continue to monitor those factors throughout 1999. Periodic reviews and
reassessments of compliance by counterparties and funds providers (major
depositors) have continued on a regular basis since the completion of the
initial assessment last year, and will be a focus area throughout the remainder
of 1999.
STATUS OF IMPLEMENTATION OF BANK OF THE WEST'S PROGRAM
Bank of the West completed all five phases of its year 2000 program for all
mission critical systems prior to June 30, 1999, meeting the goal established by
the FFIEC. Bank of the West's mainframe systems have completed future date
testing and are currently running in production. Testing of non-mission critical
distributed systems is proceeding on plan, with all five phases of the program
completed for approximately 90% of these systems as of September 30, 1999.
Testing of non-mission critical systems will continue throughout the remainder
of the year.
EXTERNAL PARTIES
Bank of the West has also assessed the year 2000 compliance efforts of key
External Parties. Bank of the West has categorized External Parties similarly to
First Hawaiian, as discussed above. Bank of the West has received periodic
reports from its primary external processors, which indicate that they are on or
ahead of schedule with their year 2000 plans. Additionally, regulatory agencies
are performing periodic reviews of these service processors' progress on year
2000 readiness and providing copies of their evaluations to Bank of the West and
other banks serviced by these external processors.
As of September 30, 1999, Bank of the West had successfully completed interface
third-party testing with all mission critical external processors and had
substantially completed interface testing with other selected vendors,
processors and customers. Year 2000 readiness questionnaires have been sent to
all key external alliance parties. Responses have been and will continue to be
monitored throughout the remainder of the year.
CUSTOMERS AND COUNTERPARTIES
Bank of the West completed its initial assessment program in October 1998 with
respect to year 2000 compliance by funds providers (such as major depositors),
funds users (such as borrowers) and counterparties. Customers and counterparties
were selected for review based on FFIEC guidelines and management judgment. The
customers and counterparties were classified as "high risk," "medium risk" or
"low risk" based on their year 2000 status. This assessment was updated in
February 1999, June 1999 and September 1999. All applicants for new credits at
Bank of the West are being evaluated for year 2000 risk among other underwriting
factors. Reassessment and review of customer and counterparty risk will continue
throughout 1999.
27
<PAGE> 29
BUDGET
The Company's current estimate of the total cost related solely to the year 2000
program is $11.2 million through June 30, 2000. Additionally, it estimates that
a total of $5.2 million has been and will be required for purchase and
installation of new or replacement systems or equipment that were accelerated to
address year 2000 issues. The source of these funds has been and will be the
operating cash flow of the Company. From the beginning of the year 2000 programs
through September 30, 1999, an aggregate of $8.8 million has been expended on
costs related solely to year 2000 compliance efforts, and $4.1 million has been
spent on the planning and accelerated installation of systems and applications
to address the year 2000 compliance issues as described above. For the nine
months ended September 30, 1999, the Company expended $2.4 million on costs
related solely to year 2000 compliance and $1.3 million on accelerated systems
and applications.
CONTINGENCY PLANS
Both First Hawaiian and Bank of the West have prepared contingency plans to
minimize the possibility of disruptions to their respective bank operations due
to year 2000 issues. The plans address recovery of critical business processes
and alternatives to mitigate potential effects of service interruptions caused
by bank systems, service providers or other External Parties. Alternative
strategies and contingency plans for liquidity and cash are also being developed
as part of the year 2000 readiness plans for both banks. The contingency plans
for critical business operations of both banks were completed by June 30, 1999,
the milestone recommended by FFIEC guidelines. Validation of these plans began
in the second quarter of 1999 and testing will continue throughout the remainder
of 1999.
RISKS
A key component of the Company's year 2000 readiness program is our risk
management process. Through this process, we identify and assess risks relating
to the year 2000 issue, implement strategies to reduce their likelihood or
impact and develop contingency plans based on these assessments. Among the most
critical year 2000 risks we face are the possibilities of operational
interruptions and failures, liquidity problems (which could result from
increased demands for cash or disruptions of funding flows) and credit risks and
lost business (especially if year 2000 difficulties negatively impact our
clients). Accordingly, we have analyzed possible scenarios that could arise from
these risks and have prepared detailed contingency plans. For example, to
address potential problems resulting from interruptions of transaction
processing provided by third parties, we have plans to adjust staffing, modify
work schedules and perform manual processing at bank branches to provide
alternate handling of ATM, credit card and other direct (or on-line)
transactions. These and other contingency plans remain subject to revision as
additional information becomes available, and as the implementation of risk
mitigation strategies and testing of contingency plans continues through the
fourth quarter.
Even though the Company expects that the First Hawaiian and Bank of the West
programs will adequately address year 2000 issues, there can be no assurance
that we, or External Parties, will not experience difficulties that cause a
material adverse impact on the Company's business or consolidated results of
operations or financial condition. In addition, uncertainties relating to year
2000 problems may cause borrowers and our other customers to reduce their
borrowing and other market activities, which could result in a general reduction
in these activities and revenue opportunities in the fourth quarter of 1999 and
in early 2000. We cannot predict the magnitude of any such reduction or its
impact on our financial results. There is an additional risk that may be posed
by potential failure of certain parties, such as electrical power,
telecommunications and transportation providers or governmental agencies, to
resolve year 2000 issues where alternative providers of services are not
available. The Company's exposure to such infrastructure risks varies by
location, in part because operations conducted in Hawaii and other island
locations do not have access to adjacent power grids. For that reason and
others, the Company is closely monitoring the year 2000 status and contingency
plans of island-based utility providers, shippers and other parties that provide
critical infrastructure to such locations.
Readers are cautioned that forward-looking statements in this discussion of year
2000 issues should be read in conjunction with the discussion of the risks and
uncertainties relating to such forward-looking statements on page 11.
The disclosure contained in this Form 10-Q quarterly report, as well as the
information in the Company's 1998 and 1997 Annual Reports and its 1999 and 1998
Form 10-Q quarterly reports filed by the Company with the Securities and
Exchange Commission regarding its year 2000 readiness, are designated as year
2000 readiness disclosures under the Year 2000 Information and Readiness
Disclosure Act.
28
<PAGE> 30
LEGISLATIVE DEVELOPMENTS
On November 4, 1999, Congress passed the Gramm-Leach-Bliley Act, which is
expected to be signed into law shortly by the President. The Act represents one
of the most significant legislative actions affecting the financial services
industry in at least several decades. Among other things, it will repeal or
modify a number of significant provisions of current law, including the
Glass-Steagall Act, and permit banking organizations to affiliate with
securities firms and insurance companies and to engage in a broad range of
other financial activities, including merchant banking and real estate
development. In addition, the Act contains a number of other provisions that
may affect the Company's operations, including functional regulation of the
securities and investment management operations of the Company's bank
subsidiaries by the SEC, limitations on the insurance powers of the Company's
subsidiary banks, and limitations on the use and disclosure to third parties of
customer information. The Company cannot predict at this time the potential
effect that the Act will have on its business and operations, although the
Company expects that a likely effect of the Act will be to increase competition
in the financial services industry generally and lead to the formation of large
financial services groups with significant market share and power.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
At September 30, 1999, there was no significant change in the Company's market
risk from the information provided with respect to "Quantitative and Qualitative
Disclosures About Market Risk" in the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1998. Quantitative and qualitative
disclosures regarding the Company's market risk are also included in
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" (page 44) and "Notes to Consolidated Financial Statements" (page 58
and 59) in the Financial Review section of the Company's Annual Report 1998.
29
<PAGE> 31
PART II. OTHER INFORMATION
(a) Exhibits
<TABLE>
<S> <C>
Exhibit 10.1 Sierra Tahoe Bancorp amended 1988 Stock Option
Plan, incorporated by reference to Exhibit A of
SierraWest Bancorp Proxy Statement for its
August 16, 1995 annual meeting of shareholders
(File No. 001-11611).
Exhibit 10.2 SierraWest Bancorp 1996 Stock Option Plan, as
amended, incorporated by reference to Exhibit
99.1 of Registration Statement on Form S-8
(Registration No. 333-13031) filed by
SierraWest Bancorp on September 30, 1996.
Exhibit 10.3 Continental Pacific Bank 1990 Amended Stock
Option Plan, incorporated by reference to
Exhibit 4.1 of Registration Statement on Form
S-8 (Registration No. 333-51733) filed by
SierraWest Bancorp on May 4, 1998.
Exhibit 10.4 California Community Bancshares Corporation
1993 Amended and Restated Stock Option Plan,
incorporated by reference to Exhibit 4.2 of
Registration Statement on Form S-8
(Registration No. 333-51733) filed by
SierraWest Bancorp on May 4, 1998.
Exhibit 12 Statement regarding computation of ratios.
Exhibit 27 Financial data schedule.
(b) Reports on Form 8-K On July 2, 1999, BancWest filed a current
report on Form 8-K disclosing under Item 2
that, on July 1, 1999, the merger of SierraWest
Bancorp with and into Bank of the West, a
wholly owned subsidiary of BancWest, was
completed.
</TABLE>
30
<PAGE> 32
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.
BANCWEST CORPORATION
(REGISTRANT)
Date November 12, 1999 By /s/ HOWARD H. KARR
------------------------------- ---------------------------------
HOWARD H. KARR
EXECUTIVE VICE PRESIDENT AND CHIEF
FINANCIAL OFFICER
(PRINCIPAL FINANCIAL OFFICER)
31
<PAGE> 33
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
10.1 Sierra Tahoe Bancorp amended 1988 Stock Option Plan,
incorporated by reference to Exhibit A of SierraWest Bancorp
Proxy Statement for its August 16, 1995 annual meeting of
shareholders (File No. 001-11611).
10.2 SierraWest Bancorp 1996 Stock Option Plan, as amended,
incorporated by reference to Exhibit 99.1 of Registration
Statement on Form S-8 (Registration No. 333-13031) filed by
SierraWest Bancorp on September 30, 1996.
10.3 Continental Pacific Bank 1990 Amended Stock Option Plan,
incorporated by reference to Exhibit 4.1 of Registration
Statement on Form S-8 (Registration No. 333-51733) filed by
SierraWest Bancorp on May 4, 1998.
10.4 California Community Bancshares Corporation 1993 Amended and
Restated Stock Option Plan, incorporated by reference to
Exhibit 4.2 of Registration Statement on Form S-8
(Registration No. 333-51733) filed by SierraWest Bancorp on
May 4, 1998.
12 Statement regarding computation of ratios.
27 Financial data schedule.
</TABLE>
<PAGE> 1
EXHIBIT 12. STATEMENT RE: COMPUTATION OF RATIOS
BancWest Corporation and Subsidiaries
Computation of Consolidated Ratios of Earnings to Fixed Charges
<TABLE>
<CAPTION>
QUARTER ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
---------------------- ----------------------
1999 1998 1999 1998
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Income before income taxes $ 65,076 $ 40,108 $213,981 $110,933
-------- -------- -------- --------
Fixed charges (1):
Interest expense 112,794 72,977 330,382 217,631
Rental expense 3,869 3,198 11,274 9,562
-------- -------- -------- --------
116,663 76,175 341,656 227,193
Less interest on deposits 93,677 59,359 271,057 174,800
-------- -------- -------- --------
Net fixed charges 22,986 16,816 70,599 52,393
-------- -------- -------- --------
Earnings, excluding
interest on deposits $ 88,062 $ 56,924 $284,580 $163,326
======== ======== ======== ========
Earnings, including
interest on deposits $181,739 $116,283 $555,637 $338,126
======== ======== ======== ========
Ratio of earnings to
fixed charges
Excluding interest on deposits 3.83X 3.39x 4.03X 3.12x
Including interest on deposits 1.56X 1.53x 1.63X 1.49x
</TABLE>
(1) For purposes of computing the consolidated ratios of earnings to fixed
charges, earnings represent income before income taxes 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, consists of the foregoing
items plus interest on deposits.
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S QUARTERLY FINANCIAL STATEMENTS AS OF AND FOR THE NINE MONTH PERIOD
ENDED SEPTEMBER 30, 1999, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 693,001
<INT-BEARING-DEPOSITS> 387,626
<FED-FUNDS-SOLD> 444,950
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 1,538,811
<INVESTMENTS-CARRYING> 161,450
<INVESTMENTS-MARKET> 158,741
<LOANS> 12,315,651
<ALLOWANCE> 161,543
<TOTAL-ASSETS> 16,722,955
<DEPOSITS> 12,987,903
<SHORT-TERM> 540,665
<LIABILITIES-OTHER> 566,094
<LONG-TERM> 806,796
0
0
<COMMON> 63,499
<OTHER-SE> 1,756,777
<TOTAL-LIABILITIES-AND-EQUITY> 16,722,955
<INTEREST-LOAN> 749,600
<INTEREST-INVEST> 74,874
<INTEREST-OTHER> 18,528
<INTEREST-TOTAL> 843,002
<INTEREST-DEPOSIT> 271,057
<INTEREST-EXPENSE> 330,382
<INTEREST-INCOME-NET> 512,620
<LOAN-LOSSES> 35,405
<SECURITIES-GAINS> (21)
<EXPENSE-OTHER> 406,156
<INCOME-PRETAX> 213,981
<INCOME-PRE-EXTRAORDINARY> 123,880
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 123,880
<EPS-BASIC> 2.00
<EPS-DILUTED> 1.99
<YIELD-ACTUAL> 7.83
<LOANS-NON> 78,766
<LOANS-PAST> 26,467
<LOANS-TROUBLED> 23,410
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 158,293
<CHARGE-OFFS> 38,879
<RECOVERIES> 7,749
<ALLOWANCE-CLOSE> 161,543
<ALLOWANCE-DOMESTIC> 99,620
<ALLOWANCE-FOREIGN> 1,310
<ALLOWANCE-UNALLOCATED> 60,613
</TABLE>
