HAWAII NATIONAL BANCSHARES INC
10-Q, 1995-11-13
NATIONAL COMMERCIAL BANKS
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<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, 1995

                                       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 0-15508

                        HAWAII NATIONAL BANCSHARES, INC.
             (Exact name of registrant as specified in its charter)

               HAWAII                                     99-0250218
       (State of incorporation)               (IRS Employer Identification No.)

   45 NORTH KING STREET, HONOLULU, HAWAII                    96817
  (Address of principal executive offices)                 (Zip Code)

                                 (808) 528-7711
              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 periods 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 the latest date is:

Common Stock, $1 Par Value; outstanding at September 30, 1995 - 711,000 shares

                                      -1-

<PAGE>   2


                               TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                        Page
<S>          <C>                                                                        <C>
PART I.      FINANCIAL INFORMATION

Item 1.      Financial Statements

                Consolidated Balance Sheets - September 30, 1995,
                   December 31, 1994 and September 30, 1994 (Unaudited) ............      3
                                                                                                          
                Consolidated Statements of Income - Three and nine months                                 
                   ended September 30, 1995 and 1994 (Unaudited) ...................      4
                                                                                                          
                Consolidated Statements of Cash Flows - Nine months                                       
                   ended September 30, 1995 and 1994 (Unaudited) ...................      5
                                                                                                          
                Notes to Consolidated Financial Statements (Unaudited) .............      6
                                                                                                          
Item 2.      Management's Discussion and Analysis of Financial Condition                                  
                and Results of Operations ..........................................      7
                                                                                                          
PART II.     OTHER INFORMATION                                                                            
                                                                                                          
Item 6.      Exhibits and Reports on Form 8-K ......................................     13
                                                                                                       
SIGNATURES .........................................................................     13
</TABLE>



                                      -2-
<PAGE>   3


                         PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements


                HAWAII NATIONAL BANCSHARES, INC. AND SUBSIDIARY
                    CONSOLIDATED BALANCE SHEETS (UNAUDITED)
          SEPTEMBER 30, 1995, DECEMBER 31, 1994 AND SEPTEMBER 30, 1994
                 (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>


                                                         SEPTEMBER 30   DECEMBER 31   SEPTEMBER 30
                                                             1995           1994           1994
                                                         ------------   -----------   ------------
<S>                                                      <C>            <C>           <C>
ASSETS:
  Cash and due from banks                                    $ 19,952      $ 19,610       $ 19,756
  Federal funds sold                                            5,000         1,000          7,500
  Investment securities
        Held-to-maturity (fair value of $44,937,               44,924        44,930         43,999
          $43,892 and $43,341, respectively)
        Available-for-sale                                      1,497         1,489          1,489
  Loans and leases                                            214,388       217,414        214,041
        Less allowance for possible loan
          and lease losses (note 2)                             3,628         3,421          3,401
                                                             --------      --------       --------
                                                              210,760       213,993        210,640
  Premises and equipment                                        4,260         3,929          3,991
  Other assets                                                  5,071         5,305          4,351
                                                             --------      --------       --------
            Total assets                                     $291,464      $290,256       $291,726
                                                             ========      ========       ========

LIABILITIES:
  Deposits -
        Demand                                               $ 88,966       $91,331        $94,325
        Savings                                               111,914       117,447        116,787
        Time                                                   61,071        52,195         50,596
                                                             --------      --------       --------
            Total deposits                                    261,951       260,973        261,708

  Federal funds purchased                                          --           480            715
  Short-term borrowings                                           943         1,000          1,000
  Other liabilities                                             1,689         1,560          2,354
                                                             --------      --------       --------
            Total liabilities                                 264,583       264,013        265,777

SHAREHOLDERS' EQUITY (note 3):
  Common stock, par value $1 per share;
  Authorized - 10,000,000 shares
  Issued and outstanding - 711,000 shares                         711           711            711
  Capital in excess of par value                               12,148        12,136         12,136
  Retained earnings                                            14,022        13,396         13,102
                                                             --------      --------       --------
           Total shareholders' equity                          26,881        26,243         25,949
                                                             --------      --------       --------
           Total liabilities and shareholders' equity        $291,464      $290,256       $291,726
                                                             ========      ========       ========

</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.







                                      -3-


<PAGE>   4




                HAWAII NATIONAL BANCSHARES, INC. AND SUBSIDIARY
                 CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
        FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994
                     (IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>

                                                           THREE MONTHS ENDED         NINE MONTHS ENDED
                                                              SEPTEMBER 30               SEPTEMBER 30
                                                           ------------------         -----------------
                                                            1995        1994            1995      1994
                                                           ------      ------         -------   -------
<S>                                                      <C>         <C>              <C>       <C>
INTEREST INCOME:
   Interest and fees on loans                              $4,888      $4,426         $14,802   $12,848
   Interest on direct financing leases                         29          31              92       101
   Interest on Federal funds sold                             162         124             340       390
   Interest on investment securities-
      Taxable                                                 588         516           1,699     1,551
      Exempt from Federal income tax                           19          19              57        57
                                                          -------     -------         -------   -------
        Total interest income                               5,686       5,116          16,990    14,947
                                                          -------     -------         -------   -------
INTEREST EXPENSE:
   Deposits                                                 1,815       1,309           5,122     3,751
   Federal funds purchased                                     --           8              23        17
   Short-term borrowings                                       13           9             122        23
                                                          -------     -------         -------   -------
        Total interest expense                              1,828       1,326           5,267     3,791
                                                          -------     -------         -------   -------
        Net interest income                                 3,858       3,790          11,723    11,156

PROVISION FOR LOAN AND LEASE LOSSES (note 2)                  150         135             450       405
                                                          -------     -------         -------   -------
        Net interest income after provision for
          loan and lease losses                             3,708       3,655          11,273    10,751
                                                          -------     -------         -------   -------
OTHER INCOME:
  Service charges on deposit accounts                         284         251             807       698
  Other service charges, collection and
    exchange charges, commissions and fees                    450         463           1,377     1,341
  Gain on investment securities available-for-sale             19          --              19        --
                                                          -------     -------         -------   -------
                                                              753         714           2,203     2,039
                                                          -------     -------         -------   -------
OTHER EXPENSES:
  Salaries and employee benefits                            2,046       1,915           6,012     5,544
  Occupancy expense of bank premises                        1,067       1,000           3,123     2,924
  Other operating expenses                                    995       1,126           3,176     3,409
                                                          -------     -------         -------   -------
                                                            4,108       4,041          12,311    11,877
                                                          -------     -------         -------   -------
    Income before income taxes                                353         328           1,165       913

INCOME TAX PROVISION                                          131         120             433       335
                                                          -------     -------         -------   -------
NET INCOME                                                 $  222      $  208         $   732   $   578
                                                          =======     =======         =======   =======
PER SHARE DATA:
  Net income                                                $0.31       $0.29           $1.03     $0.81
  Cash dividend                                             $0.00       $0.00           $0.15     $0.15
  Average shares outstanding                              711,000     711,000         711,000   711,000

</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.






                                      -4-

<PAGE>   5

                HAWAII NATIONAL BANCSHARES, INC. AND SUBSIDIARY
               CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
             For the nine months ended September 30, 1995 and 1994
                                 (in thousands)

                Increase (Decrease) In Cash and Cash Equivalents

<TABLE>
<CAPTION>
                                                                                                NINE MONTHS ENDED 
                                                                                                   SEPTEMBER 30 
                                                                                             ----------------------
                                                                                               1995           1994 
                                                                                             --------      --------
<S>                                                                                          <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Interest and fees received                                                               $ 16,636      $ 14,678
    Interest  paid                                                                             (5,119)       (3,244)
    Service charges, collection and exchange charges, commission and fees received              2,184         2,039
    Cash paid to suppliers and employees                                                      (11,686)      (10,756)
    Income taxes paid                                                                            (581)         (374)
                                                                                             --------      --------
          Net cash provided by operating activities                                             1,434         2,343
                                                                                             --------      --------
CASH FLOWS FROM INVESTING ACTIVITIES:
    Proceeds from maturity of investment securities held-to-maturity                           16,012        10,014
    Purchase of investment securities held-to-maturity                                        (16,005)       (9,996)
    Proceeds from sale of investment securities available-for-sale                              2,122            --   
    Purchase of investment securities available-for-sale                                       (2,111)       (1,069)
    Net decrease (increase) in loans and leases made to customers                               3,005          (241)
    Capital expenditures                                                                         (379)          (91)
    Proceeds from sale of equipment                                                               154            --   
    Purchase of other real estate                                                                (225)           --   
    Proceeds from sale of other real estate owned                                                  --            11
                                                                                             --------      --------
          Net cash provided by (used in) investing activities                                   2,573        (1,372)
                                                                                             --------      --------
CASH FLOWS FROM FINANCING ACTIVITIES:
    Net decrease in demand deposits and savings accounts                                       (7,898)      (17,078)
    Net increase in time deposits                                                               8,876           617
    Proceeds from short-term borrowings                                                         4,000            --   
    Repayment of short-term borrowings                                                         (4,057)           --   
    Net increase (decrease) in federal funds purchased                                           (480)          275
    Dividends paid                                                                               (106)         (106)
                                                                                             --------      --------
          Net cash provided by (used in) financing activities                                     335       (16,292)
                                                                                             --------      --------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                            4,342       (15,321)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                               20,610        42,577
                                                                                             --------      --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                                   $ 24,952      $ 27,256
                                                                                             ========      ========
RECONCILIATION OF NET INCOME TO NET CASH PROVIDED BY OPERATING ACTIVITIES:
       Net Income                                                                                 732           578
       Adjustments to reconcile net income to net cash provided by operating activities:
             Depreciation on bank premises and equipment                                          354           300
             Provision for loan and lease losses                                                  450           405
             Amortization of deferred loan fees                                                  (222)         (261)
             Gain on investment securities available-for-sale                                     (19)           --   
             Changes in -
                Interest receivable                                                              (132)           (8)
                Interest payable                                                                  148           547
                Taxes payable                                                                    (148)          (39)
                Other assets                                                                      166           297
                Other liabilities                                                                 105           524
                                                                                             --------      --------
Net cash provided by operating activities                                                    $  1,434      $  2,343
                                                                                             ========      ========
</TABLE>



The accompanying notes are an integral part of the consolidated financial
statements.


                                       -5-

<PAGE>   6
                HAWAII NATIONAL BANCSHARES, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


1. Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with instructions to Form 10-Q and Rule 10-01 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, adjustments (consisting of
normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the nine months ended September 30, 1995,
are not necessarily indicative of the results anticipated for the year ending
December 31, 1995. For additional information, refer to the consolidated
financial statements and footnotes thereto included in Hawaii National
Bancshares, Inc.'s annual report on Form 10-K for the year ended December 31,
1994.


2. Allowance for Possible Loan and Lease Losses

<TABLE>
<CAPTION>
                                          THREE MONTHS ENDED      NINE MONTHS ENDED 
                                             SEPTEMBER 30           SEPTEMBER 30 
                                          -------------------     --------------------
(IN THOUSANDS)                             1995         1994       1995         1994
                                          -------      ------     -------      -------
<S>                                       <C>          <C>        <C>          <C>    
Balance, beginning of period              $ 3,562      $3,257     $ 3,421      $ 3,129

Provision charged to operations               150         135         450          405

Loans and leases charged-off                 (100)         --        (276)        (153)
Recoveries on loans and leases
      previously charged-off                   16           9          33           20
                                          -------      ------     -------      -------
         Net (charge-offs) recoveries         (84)          9        (243)        (133)
                                          -------      ------     -------      -------
Balance, end of period                    $ 3,628      $3,401     $ 3,628      $ 3,401
                                          =======      ======     =======      =======
</TABLE>

3. STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                 THREE MONTHS ENDED         NINE MONTHS ENDED 
                                                     SEPTEMBER 30             SEPTEMBER 30 
                                                 -------------------     ----------------------
(IN THOUSANDS)                                    1995         1994        1995          1994 
                                                 -------     -------     --------      --------
<S>                                              <C>         <C>         <C>           <C>     
Balance, beginning of period                     $26,647     $25,741     $ 26,243      $ 25,477

Net income                                           222         208          732           578
Cash dividends                                        --          --         (106)         (106)
Adjustment to capital in excess of par value          12          --           12            --   
                                                 -------     -------     --------      --------
Balance, end of period                           $26,881     $25,949     $ 26,881      $ 25,949
                                                 =======     =======     ========      ========
</TABLE>



                                       -6-


<PAGE>   7


ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS

BACKGROUND

         Hawaii National Bancshares, Inc. ("Company") is a bank holding company
whose wholly-owned subsidiary is Hawaii National Bank ("HNB" or the "Bank"), a
national banking association.  The Company derives substantially all of its
consolidated revenues from the operations of the Bank and the Bank's assets
constitute the majority of the Company's assets.  Therefore, the discussion
that follows relates mainly to the activities of the Bank.

HIGHLIGHTS

         The Company reported net income of $222,000, or $0.31 per share, for
the three months ended September 30, 1995, an increase of $14,000 or 6.7% over
the $208,000 reported for the comparable period in 1994.  Year-to-date earnings
were $732,000, or $1.03 per share, an increase of $154,000 or 26.6% over the
$578,000 reported for the same period a year ago.  The improvement in earnings
for the quarter and year-to-date is attributed to an increase in net interest
income and other income and a rebate in Federal Deposit Insurance Corporation
("FDIC") premiums which is discussed below.

         On August 8, 1995, the FDIC approved a final rule which reduced
premiums that banks pay for deposit insurance from the current range of $0.23
to $0.31 per $100 of deposits to a wider range of $0.04 to $0.31.  The actual
rate assessed each bank is contingent upon its capital adequacy and risk
classification.  The new rates retroactively took effect on June 1, 1995 and
banks that overpaid were given a one-time refund plus interest.  In September
1995, the Bank received a reimbursement of $159,000 from the FDIC which reduced
other expenses.

       Noncurrent loans and leases increased from $3,567,000 at December 31,
1994 to $7,171,000 September 30, 1995.  The increase was attributable to three
loan relationships aggregating $4,465,000 which were placed on nonaccrual
status during the quarter.  When these loans were placed on nonaccrual,
$162,000 in uncollected interest was reversed from current earnings,
effectively offsetting the benefit from the FDIC premium refund.  These loans
are, for the most part, secured by liens against real estate and the Bank is in
the process of acting against the collateral.  The Bank has other credits which
are not performing and which are being monitored closely.  Losses are charged
to the allowance for loan and lease losses when collectibility becomes doubtful
and the underlying collateral is considered inadequate to liquidate the
outstanding debt.  The Bank anticipates providing $150,000 for possible loan
and lease losses for the fourth quarter consistent with the quarterly
provisions made for


                                      -7-
<PAGE>   8

the first three quarters of this year.  Any charge-offs exceeding projections
could require an additional provision.  At September 30, 1995, the allowance
was $3,628,000, representing 1.7% of total loans and leases outstanding,
compared to $3,421,000 or 1.6% at December 31, 1994.  (See "Loan Portfolio Risk
Elements and Other Real Estate Owned.")

         At September 30, 1995, total assets stood at $291,464,000, a modest
increase from $290,256,000 at December 31, 1994.  Shareholders' equity grew to
$26,881,000 at September 30, 1995, representing a 2.4% increase from year-end
1994.  Book value per share rose from $36.91 at December 31, 1994 to $37.81 at
September 30, 1995.  Leverage and risk-based capital ratios continued to exceed
regulatory requirements by a substantial margin.

RESULTS OF OPERATIONS

Net Interest Income

         Net interest income for the three and nine months ended September 30,
1995 increased $68,000 or 1.8% and $567,000 or 5.1%, respectively, over the
comparable periods in 1994.  The growth in net interest income was attributable
to an improvement in net interest margin.  Net interest margin for the third
quarter of 1995 was 5.65%, which compares favorably with 5.58% for the third
quarter of last year.  For the year-to-date, net interest margin was 5.83%, an
increase from the 5.47% reported for the same period in 1994.

         Interest income for the three and nine months ended September 30, 1995
increased $570,000 or 11.1% and $2,043,000 or 13.7%, respectively, compared to
the same periods in the prior year.  The increase was primarily due to higher
yields.  The average yield on interest-earning assets rose to 8.33% in the
quarter from 7.53% in the year-earlier period.  The average yield for the
year-to-date was 8.45%, an increase from the 7.33% reported for the same
period in 1994.

         Interest expense for the three and nine months ended September 30,
1995 increased $502,000 or 37.9% and $1,476,000 or 38.9%, respectively, versus
the same periods a year ago.  The increase was primarily due to a higher
average cost of deposits.  The average rate paid on deposits increased to 3.49%
in the quarter from 2.57% in the third quarter of 1994.  For the year-to-date,
the average rate paid on deposits was 3.38%, up from 2.44% for the comparable
period in 1994.

Other Income and Expenses

         Other income for the three and nine months ended September 30, 1995
rose $39,000 or 5.5% and $164,000 or 8.0%, respectively, compared to the same
periods in the prior year.  The improved results were primarily due to
increased revenue from deposit accounts.  During the quarter, a gain of $19,000
was realized from the sale of investment securities available-for-sale.


                                      -8-
<PAGE>   9

         Other expenses consist of salaries and employee benefits, occupancy
expenses and other operating expenses.  For the three and nine months ended
September 30, 1995, other expenses increased $67,000 or 1.7% and $434,000 or
3.7%, respectively, compared to the same periods last year.  The increase was
primarily due to the opening of two new branches on Maui, one in Kihei and the
other in Wailuku, which had previously been operated by the former Bank USA,
N.A.  During the third quarter, the Wailuku branch was relocated to Kahului, a
rapidly growing and more densely populated community.

         Salaries and employee benefits for the three and nine months ended
September 30, 1995 increased $131,000 or 6.8% and $468,000 or 8.4%,
respectively, over the same periods a year earlier.  The growth in this
category reflects an increase in staff and normal merit and inflationary
adjustments which were adopted to keep the Bank's salary and benefit packages
competitive.  In May 1995, the Bank retained 11 employees from the former Bank
USA, N.A. to operate the Maui branches.

         Occupancy expenses for the three and nine months ended September 30,
1995 rose $67,000 or 6.7% and $199,000 or 6.8%, respectively, from the
comparable periods in 1994.  The increase was attributable to the addition of
two new branches on Maui.

         Other operating expenses for the three and nine months ended September
30, 1995 declined $131,000 or 11.6% and $233,000 or 6.8%, compared to the same
periods a year ago.  The improvement was primarily due to a reduction in FDIC
insurance premiums and lower data processing fees payable to Computer Systems
International, Ltd. ("CSI").  In September 1995, the Bank received a refund of
$159,000 from the FDIC for excess premiums paid plus interest after the Bank
Insurance Fund had achieved its mandated reserve ratio of 1.25%.  Data
processing fees paid to CSI were also lower by $34,000 and $120,000 for the
quarter and year-to-date periods, respectively.  CSI provides computer services
to financial institutions including the Bank.  An affiliate of a director and
the Bank each own a 50% interest in this bank service corporation.

Income Taxes

         The Company's effective income tax rate for the three and nine months
ended September 30, 1995 was 37.1% and 37.2%, respectively, compared to 36.6%
and 36.7% for the same periods last year.



                                      -9-
<PAGE>   10

FINANCIAL CONDITION

Deposits

         HNB's deposits totaled $261,951,000 at September 30, 1995;
$260,973,000 at December 31, 1994; and $261,708,000 at September 30, 1994.
Since the beginning of this year, the Bank has experienced an increase in time
deposits of $8,876,000, which has been offset by a decrease in demand and
savings deposits of $2,365,000 and $5,533,000, respectively.

Investment Securities

         Investment securities consist principally of short and intermediate
term debt instruments issued by the U.S. Treasury, other U.S. government
agencies and State and local government units.  The Bank is also a stockholder
in the Federal Home Loan Bank of Seattle ("FHLB") and the Federal Reserve Bank.
The Bank has no derivative securities, such as structured notes, collateralized
mortgage obligations or stripped mortgage-backed securities.

           The Bank had no trading securities at quarter-end.  The book and
fair value of the held-to-maturity portfolio at September 30, 1995 was
$44,924,000 and $44,937,000, respectively.  In May 1995, the Bank acquired U.S.
agency securities from the former Bank USA, N.A. which were classified as
available-for-sale.  These securities were subsequently sold during the third
quarter generating proceeds of $2,122,000.  The gross realized gain on the sale
was $19,000 based on the specific identification method.  At September 30,
1995, the book and fair value of the available-for-sale portfolio was
$1,497,000.

Loan Portfolio and Loan Concentrations

         At September 30, 1995, loans and leases were $214,388,000,
representing a decline of $3,026,000 or 1.4% from year-end 1994 and an increase
of $347,000 or 0.2%, compared to the same date in 1994.  During the second
quarter of 1995, the Bank sold a pool of commercial mortgage loans aggregating
$4,400,000 to an investor.  The Bank has no significant concentrations of
credit with any individual party; however, its lending is concentrated on the
island of Oahu.  At September 30, 1995, real estate loans totaled $139,477,000,
representing 65.1% of total loans and leases outstanding.  Of this amount,
$111,279,000 or 79.8% of the Bank's real estate loans, were secured by
mortgages on one-to-four family residential properties in Hawaii.





                                      -10-
<PAGE>   11

Loan Portfolio Risk Elements and Other Real Estate Owned

         The Bank had no restructured loans and leases outstanding at September
30, 1995, December 31, 1994 or September 30, 1994.  Total noncurrent loans and
leases increased to $7,171,000 at September 30, 1995, representing 3.3% of
loans and leases outstanding, compared to $3,567,000 or 1.6% at December 31,
1994, and $3,356,000 or 1.6% at September 30, 1994.  The increase was
attributable to three loan relationships aggregating $4,465,000 which were
placed on nonaccrual status during the quarter.  These loans are, for the most
part, secured by liens against real estate and the Bank is in the process of
acting against the collateral.  The Bank has other credits which are not
performing and which are being monitored closely.  Losses are charged to the
allowance for loan and lease losses when collectibility becomes doubtful and
the underlying collateral is considered inadequate to liquidate the outstanding
debt.  The Bank anticipates providing $150,000 for possible loan and lease
losses for the fourth quarter consistent with the quarterly provisions made for
the first three quarters of this year.  Any charge-offs exceeding projections
could require an additional provision.  (See "Provision and Allowance for Loan
and Lease Losses" for comparative data on the loan loss provision, net
charge-offs and the allowance for loan and lease losses.)

         At quarter-end, other real estate owned ("OREO") totaled $1,163,000
and consisted of three properties.  One of the properties has been sold for
$150,000 under an agreement of sale which matures in January 1996.

         The following table presents information related to noncurrent loans
and OREO for the dates indicated:

<TABLE>
<CAPTION>
                                                         
                                                                           
                                                                              
                                                        September 30       December 31        September 30
                                                            1995               1994               1994
- --------------------------------------------------------------------------------------------------------------
    <S>                                                <C>                <C>                <C>
    Loans and Leases Past Due 90 Days or More          $  597,000         $2,241,000         $2,351,000
    Nonaccrual Loans and Leases                         6,574,000          1,326,000          1,005,000
                                                       -------------      -------------      -------------
         Total Noncurrent Loans and Leases             $7,171,000         $3,567,000         $3,356,000

    Other Real Estate Owned                            $1,163,000          $ 938,000         $  939,000
- --------------------------------------------------------------------------------------------------------------
</TABLE>


Provision and Allowance for Loan and Lease Losses

         During the three and nine months ended September 30, 1995, the Bank
provided $150,000 and $450,000, respectively, for possible loan and lease
losses, compared to $135,000 and $405,000 for the three and nine months ended
September 30, 1994.

         Net charge-offs for the quarter and year-to-date were $84,000 and
$243,000, respectively, compared to a net recovery of $9,000 and a net
charge-off of $133,000 for the same periods in 1994.  On an annualized basis,
net charge-offs as a

                                      -11-
<PAGE>   12

percentage of average loans and leases was 0.16% for the quarter and 0.15% for
the year-to-date. For the comparable periods in 1994, the ratio was -0.02% and
0.08%, respectively.

         At September 30, 1995, the allowance for loan and lease losses stood
at $3,628,000, compared to $3,421,000 at December 31, 1994 and $3,401,000 at
September 30, 1994.  The ratio of the allowance to total loans and leases
outstanding was 1.7%, 1.6% and 1.6% at September 30, 1995, December 31, 1994
and September 30, 1994, respectively.

Liquidity

         The Bank has adequate liquidity to accommodate fluctuations in deposit
levels, support operations, provide for customer credit needs, and meet
obligations and commitments on a timely basis.  Additional liquidity is
available to the Bank through federal funds lines at other banks.  The Bank
also has a line of credit with the FHLB which permits it to borrow up to 10% of
its total assets.  Included in this facility is a cash management agreement
line of 5%.  At September 30, 1995, there were no advances from the FHLB or
federal funds purchased outstanding.

         For the first nine months of 1995, net cash provided by operating
activities was $1,434,000.  Net cash provided by investing activities was
$2,573,000, largely due to the sale of a commercial mortgage loan package to an
investor.  Net cash provided by financing activities was $335,000, due
primarily to a net increase in time deposits, partly offset by a net decrease
in demand and savings deposits.

Capital

         Shareholders' equity totaled $26,881,000 at September 30, 1995, an
increase of $638,000 or 2.4% from December 31, 1994 and $932,000 or 3.6% from
September 30, 1994.  The growth in equity was achieved through retention of
earnings after payment of cash dividends of $106,650 in the first quarter of
1995.  Book value per share increased to $37.81 at September 30, 1995, compared
to $36.91 and $36.50 at December 31, 1994 and September 30, 1994, respectively.

         The Company's leverage capital ratio was 9.22% at September 30, 1995;
9.12% at December 31, 1994; and 8.89% at September 30, 1994.  The minimum
regulatory requirement is 3.0%.

         The Company's risk-based capital ratios far exceeded regulatory
requirements.  The rules require a minimum tier 1 capital ratio of 4.0% of
risk-weighted assets and a minimum total capital ratio of 8.0% of risk-weighted
assets.  The Company's tier 1 and total capital ratios were 12.95% and 14.21%,
respectively, at September 30, 1995, compared to 12.33% and 13.59% at December
31, 1994; and 12.30% and 13.55% at September 30, 1994.


                                      -12-

<PAGE>   13

                          PART II.  OTHER INFORMATION


Item 6.    Exhibits and Reports on Form 8-K

           (a)   Exhibits

                     Exhibit 27  Financial Data Schedule

           (b)   Reports on Form 8-K

                     None

                                   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.


                                                HAWAII NATIONAL BANCSHARES, INC.
                                                          (Registrant)



Date    November 9, 1995                       By    /s/Warren K.K. Luke
        ----------------                            --------------------
                                                       Warren K.K. Luke
                                                           President



Date    November 9, 1995                       By   /s/Ernest T. Murata
        ----------------                            --------------------
                                                      Ernest T. Murata
                                                 Vice President, Treasurer,
                                                  Assistant Secretary and
                                                  Chief Financial Officer





                                      -13-

<TABLE> <S> <C>

<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               SEP-30-1995
<CASH>                                          19,952
<INT-BEARING-DEPOSITS>                               0
<FED-FUNDS-SOLD>                                 5,000
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                      1,497
<INVESTMENTS-CARRYING>                          44,924
<INVESTMENTS-MARKET>                            44,937
<LOANS>                                        214,388
<ALLOWANCE>                                      3,628
<TOTAL-ASSETS>                                 291,464
<DEPOSITS>                                     261,951
<SHORT-TERM>                                       943
<LIABILITIES-OTHER>                              1,689
<LONG-TERM>                                          0
<COMMON>                                           711
                                0
                                          0
<OTHER-SE>                                      26,170
<TOTAL-LIABILITIES-AND-EQUITY>                 291,464
<INTEREST-LOAN>                                 14,802
<INTEREST-INVEST>                                1,756
<INTEREST-OTHER>                                     0
<INTEREST-TOTAL>                                16,990
<INTEREST-DEPOSIT>                               5,122
<INTEREST-EXPENSE>                               5,267
<INTEREST-INCOME-NET>                           11,723
<LOAN-LOSSES>                                      450
<SECURITIES-GAINS>                                  19
<EXPENSE-OTHER>                                 12,311
<INCOME-PRETAX>                                  1,165
<INCOME-PRE-EXTRAORDINARY>                         732
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       732
<EPS-PRIMARY>                                     1.03
<EPS-DILUTED>                                     1.03
<YIELD-ACTUAL>                                    5.83
<LOANS-NON>                                      6,574
<LOANS-PAST>                                       597
<LOANS-TROUBLED>                                     0
<LOANS-PROBLEM>                                      0
<ALLOWANCE-OPEN>                                 3,421
<CHARGE-OFFS>                                      276
<RECOVERIES>                                        33
<ALLOWANCE-CLOSE>                                3,628
<ALLOWANCE-DOMESTIC>                             3,628
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                          2,133
        

</TABLE>


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