-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KPPuVTg758oVk+e/yygzXTNf+KzFfmPYDMybuYHDoZL7vBZR9wlGAFgtrBBU7kd1 A0ua7pbjfmaLl85xgqqMww== 0001104659-10-043218.txt : 20100809 0001104659-10-043218.hdr.sgml : 20100809 20100809164926 ACCESSION NUMBER: 0001104659-10-043218 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20100809 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100809 DATE AS OF CHANGE: 20100809 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HAWAIIAN ELECTRIC CO INC CENTRAL INDEX KEY: 0000046207 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 990040500 STATE OF INCORPORATION: HI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04955 FILM NUMBER: 101002197 BUSINESS ADDRESS: STREET 1: 900 RICHARDS ST CITY: HONOLULU STATE: HI ZIP: 96813 BUSINESS PHONE: 8085437771 MAIL ADDRESS: STREET 1: 900 RICHARDS STREET CITY: HONOLULU STATE: HI ZIP: 96813 FORMER COMPANY: FORMER CONFORMED NAME: HAWAIIAN ELECTRIC CO LTD DATE OF NAME CHANGE: 19670212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HAWAIIAN ELECTRIC INDUSTRIES INC CENTRAL INDEX KEY: 0000354707 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 990208097 STATE OF INCORPORATION: HI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08503 FILM NUMBER: 101002196 BUSINESS ADDRESS: STREET 1: 900 RICHARDS ST CITY: HONOLULU STATE: HI ZIP: 96813 BUSINESS PHONE: 8085435662 MAIL ADDRESS: STREET 1: 900 RICHARDS STREET CITY: HONOLULU STATE: HI ZIP: 96813 8-K 1 a10-15452_18k.htm 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM 8-K

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report:  August 9, 2010

 

 

Exact Name of Registrant

 

Commission

 

I.R.S. Employer 

as Specified in Its Charter

 

File Number

 

Identification No.

 

 

 

 

 

Hawaiian Electric Industries, Inc.

 

1-8503

 

99-0208097

Hawaiian Electric Company, Inc.

 

1-4955

 

99-0040500

 

 

                      State of Hawaii                      

(State or other jurisdiction of incorporation)

 

            900 Richards Street, Honolulu, Hawaii  96813            

(Address of principal executive offices and zip code)

 

Registrant’s telephone number, including area code:

 

(808) 543-5662 - Hawaiian Electric Industries, Inc. (HEI)

(808) 543-7771 - Hawaiian Electric Company, Inc. (HECO)

 

                                               None                                               

(Former name or former address, if changed since last report.)

 

 

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

 

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

 

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

 

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

 

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

 

 



 

HEI

 

Item 2.02       Results of Operations and Financial Condition.

 

On August 9, 2010, HEI issued a news release, “Higher Bank Earnings Drive Improvement in HEI Second Quarter Earnings”. This news release is furnished as HEI Exhibit 99.

 

HECO

 

Item 5.03       Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On and effective August 9, 2010, the board of directors of HECO amended HECO’s Amended and Restated Bylaws and directed that the bylaws, as so amended, be amended and restated.

 

The amendments modified Article IV and added new Articles V and VI, which amendments replaced old Articles XI (relating to subordinate officers) and XII (related to removals of officers and vacancies), and renumbered and made minor clarifying modifications to what are now numbered Articles VII through XII.  The amendments in substance clarify that (i) the board continues to have the authority to appoint and fix the compensation of the chairman of the board, president and any executive vice presidents and senior vice presidents, (ii) the board, or the president with the concurrence of the chairman of the board, has the authority to appoint and fix the compensation of any other vice presidents, the treasurer, controller and secretary, (iii) the board or the president may appoint or delegate the power to appoint subordinate officers, and (iv) the president may fix or delegate the power to fix the compensation of subordinate officers and, except as provided in (i) above, all employees.  The amendments also clarify who may remove officers and fill vacancies in officer positions.

 

The preceding summary is qualified in its entirety by reference to HECO’s Amended and Restated Bylaws as of August 9, 2010, which are attached hereto as Exhibit 3(ii) and are incorporated herein by reference.

 

Item 9.01       Financial Statements and Exhibits.

 

(d)  Exhibits

 

HEI Exhibit 99

 

News release, dated August 9, 2010, “Higher Bank Earnings Drive Improvement in HEI Second Quarter Earnings”

 

 

 

HECO Exhibit 3(ii)

 

Amended and Restated Bylaws of Hawaiian Electric Company, Inc. as of August 9, 2010

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized. The signature of the undersigned companies shall be deemed to relate only to matters having reference to such companies and any subsidiaries thereof.

 

HAWAIIAN ELECTRIC INDUSTRIES, INC.

 

HAWAIIAN ELECTRIC COMPANY, INC.

(Registrant)

 

(Registrant)

 

 

 

 

 

 

/s/ James A. Ajello

 

/s/ Tayne S. Y. Sekimura

James A. Ajello

 

Tayne S. Y. Sekimura

Senior Financial Vice President, Treasurer, and

 

Senior Vice President and

Chief Financial Officer

 

Chief Financial Officer

(Principal Financial Officer of HEI)

 

(Principal Financial Officer of HECO)

Date: August 9, 2010

 

Date: August 9, 2010

 

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EX-3 2 a10-15452_1ex3.htm EX-3(II)

HECO Exhibit 3(ii)

 

AMENDED AND RESTATED BYLAWS

 

OF

 

HAWAIIAN ELECTRIC COMPANY, INC.

 

As last amended August 9, 2010

 


 

ARTICLE I

 

NAME AND SEAL

 

Section 1.         The name of the corporation shall be

 

HAWAIIAN ELECTRIC COMPANY, INC.

 

Section 2.         The seal of the corporation shall be in such form as the board of directors shall determine from time to time.

 

 

ARTICLE II

 

SHAREHOLDERS

 

Section 1.         Each meeting of the shareholders shall be held at the principal office of the corporation in Honolulu, Hawaii, unless some other place in the State of Hawaii is stated in the notice of meeting.

 

Section 2.         The annual meeting of shareholders shall be held on such date as the board of directors or, if it does not act, the chairman of the board of directors, or in the chairman’s absence or disability, the president may designate in each year.  At the annual meeting the shareholders entitled to vote thereon shall fix the size of the board of directors at not fewer than one (1) nor more than fifteen (15) members and elect the directors to hold office until the next annual meeting and thereafter until their successors shall be duly elected and qualified, shall vote on the ratification of the appointment of the corporation’s independent registered public accounting firm, and may transact any general business as is properly brought before the meeting in accordance with these Bylaws.  Failure to hold an annual meeting at a time fixed in accordance with these Bylaws does not affect the validity of any corporate action.

 

Section 3.         Special meetings of shareholders shall be called by the secretary at any time upon the request of the board of directors, the chairman of the board of directors or the president or upon the written demand of shareholders entitled to make such demand in the manner prescribed by law.  At any special meeting only business within the purpose or purposes described in the notice of such meeting shall be conducted.

 



 

Section 4.         Notices of all shareholders’ meetings shall specify the class or classes of stock entitled to vote at such meeting, the place, day and hour of the meeting, and whether the meeting is annual or special.  Notices of special meetings of shareholders must include a description of the purpose or purposes for which the meeting is called.  Notice of each meeting of shareholders shall be given to each shareholder of record entitled to vote at such meeting at least ten (10) days but not more than sixty (60) days before the date set for such meeting, either (i) by mailing the same, postage prepaid or (ii) by electronic transmission to the facsimile number or electronic mail address to which the shareholder has previously consented (and not revoked its consent) to receive notice, in either event such notice shall be addressed to each shareholder at the shareholder’s address as it appears upon the books of the corporation, in which case such mailing or electronic transmission shall constitute sufficient notice to shareholders.  Non-receipt of any such notice shall not invalidate any business done at any meeting at which a quorum shall be present.

 

Section 5.         Any meeting of the shareholders may be adjourned from time to time, whether or not a quorum is present, to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken.  At the adjourned meeting, the corporation may transact any business which might have been transacted at the original meeting.  If the adjournment is for more than one hundred and twenty days (120) after the date fixed for the original meeting, a new record date shall be fixed for the adjourned meeting and notice of the adjourned meeting in accordance with the requirements of Section 4 of this Article II shall be given to each shareholder of record entitled to notice of and to vote at the meeting.

 

Section 6.         Subject to the provisions set forth below, the holders of a majority of the shares of capital stock of the corporation outstanding and entitled to vote, present in person or by proxy at any meeting of shareholders, shall constitute a quorum for the transaction of business, and, if a quorum is present, directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at the meeting and action on matters other than the election of directors shall be taken if the votes cast favoring the action exceed the votes cast opposing the action.  Once a share is represented for any purpose at a meeting it is deemed present for quorum purpose for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for the adjourned meeting.

 

Each share of common stock shall be entitled to one vote, subject, however, to such limitation or loss of right as may be provided in resolutions which may be adopted from time to time creating issues of preferred stock or otherwise.

 

Whenever shares of preferred stock shall be outstanding and the holders of such shares shall be entitled to vote, each share of preferred stock shall be entitled to one vote unless the resolution creating the issue of preferred stock shall otherwise provide.  Where shares of preferred stock shall be outstanding and shall be entitled to vote and the holders of common stock likewise entitled to vote, each share of common stock outstanding shall count as one vote (unless the resolution creating the issue of preferred stock shall otherwise provide) and each share of preferred stock outstanding shall count as one vote in determining the presence or absence at any meeting of a majority of outstanding shares and in determining whether the holders of a specific proportion of the capital stock outstanding have approved or disapproved of any action.

 

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If any class of stock of the corporation shall by the terms of its issuance be not entitled to vote or if any class of stock by virtue of any resolution authorizing the issuance of preferred stock loses its right to vote, then such stock shall not be counted as a part of the issued and outstanding stock of the corporation for the purpose of determining the presence or absence of a quorum at any meeting or whether or not the holders of a specified proportion of the capital stock outstanding have approved or disapproved of any action.

 

Whenever pursuant to the provisions of the resolutions authorizing the issuance of shares of preferred stock the holders of the preferred stock shall vote as a class and the holders of the common stock shall vote as a class, the holders of a majority of the shares of each class outstanding shall constitute a quorum with respect to the voting of such class.  Subject to the other provisions of this Section 5, if a quorum of the class is present, action on matters other than the election of directors is taken by the class if the votes cast within the class favoring the action exceed the votes cast opposing the action.

 

The provisions of this Section 5 of Article II are subject to any provisions of law or of the Articles of Incorporation or any resolution authorizing the issuance of shares of preferred stock or of these Bylaws requiring with respect to any matters the approval or consent of designated percentages of the outstanding shares of stock or of the outstanding shares of any class thereof, or limiting or restricting the right of any class or classes of stock to vote with respect to any matters.

 

Section 7.         Before any person is entitled to attend a meeting or vote any stock of the corporation, either as a shareholder or as the representative of a shareholder, at the secretary’s discretion, the secretary may require such reasonable evidence as to the identity or the authority of such person to attend the meeting and vote the stock of the corporation as the secretary may deem advisable.

 

A shareholder may vote the shareholder’s shares in person or by proxy.  A shareholder may appoint a proxy to vote or otherwise act on the shareholder’s behalf by signing an appointment form; provided that, if two or more persons are named as proxies by or on behalf of the same shareholder, then at the sole discretion of the presiding officer of the meeting, the presiding officer may limit attendance at the meeting to one person so named.  The appointment form must be signed by either the shareholder personally or by the shareholder’s attorney-in-fact.  A shareholder may authorize another person to act as a proxy for the shareholder by:  (i) executing a writing authorizing another person or persons to act as a proxy for the shareholder; which may be accomplished by the shareholder or the shareholder’s authorized attorney-in-fact, officer, director, employee or agent signing the writing or causing the shareholder’s signature to be affixed to the writing by any reasonable means, including, without limitation, the use of a facsimile signature, or (ii) transmitting or authorizing the transmission of a telegram, cablegram, facsimile, or other means of electronic transmission authorizing the person or persons to act as a proxy for the shareholder to the person or persons who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization, or similar agent duly authorized by the person who will be the holder of the proxy to receive the transmission; provided that any such transmission must specify that the transmission was authorized by the shareholder.

 

3



 

Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission created pursuant to the foregoing may be used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used; provided, however, that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission.

 

An appointment of a proxy is effective when received by the secretary or other officer or agent authorized to tabulate votes.  Any proxy authorization given pursuant to this section shall be valid and effective until written revocation thereof is filed with the corporation, provided that no appointment is valid for more than eleven (11) months unless a longer period is expressly provided for in the appointment form.

 

Section 8.         An executor, administrator, guardian or trustee may vote in person or by proxy at any meeting of the corporation, the stock of the corporation held by that person in such capacity, whether or not such stock shall have been transferred to that person’s name on the books of the corporation.  In case the stock shall not have been so transferred to that person’s name on the books of the corporation that person shall, as a prerequisite to so voting, file with or present to the corporation a certified copy of that person’s letters as such executor, administrator or guardian, or that person’s appointment or authority as trustee.  In case there are two or more executors, administrators, guardians or trustees, all or a majority of them may vote the stock in person or by proxy at any meeting of the corporation.

 

Section 9.         The duly authorized representative of another corporation owning stock in the corporation or having authority to vote stock of another shareholder of the corporation shall be entitled to vote the stock so owned or represented.

 

Section 10.       The shareholders having voting rights who shall be entitled to vote at any meeting of shareholders may be determined by Section 2 of Article XIV of these Bylaws.

 

Section 11.       Whenever the corporation shall have a class of equity securities registered pursuant to the Securities Exchange Act of 1934, as amended, which are listed on a national securities exchange or traded over-the-counter on a national securities market of the National Association of Securities Dealers, Inc. Automated Quotation System, no holder of shares of any class of capital stock of the corporation shall be entitled to cumulate votes in the election of directors.

 

Section 12.       Unless otherwise provided by law, any action required or permitted to be taken at any annual or special meeting of the shareholders may be taken without a meeting, if all of the shareholders entitled to vote on the action required or permitted to be taken at the meeting sign a written consent or written consents setting forth the action taken or to be taken, at any time before or after the intended effective date of such action.  Such consent or consents shall be filed with the minutes of meetings of shareholders in the corporate records of the corporation, and shall have the same effect as a unanimous vote.

 

4



 

ARTICLE III

 

BOARD OF DIRECTORS

 

Section 1.         There shall be a board of directors to consist of not fewer than one (1) nor more than fifteen (15) members who need not be shareholders.  Subject to the foregoing limitations the number of directors shall be fixed each year and the directors shall be elected by the shareholders entitled to vote thereon at their annual meeting to hold office until the next annual meeting and thereafter until their successors are duly elected and qualified; provided that the number of directors may be increased or decreased and if increased the additional directors shall be elected by the shareholders entitled to vote thereon at any special meeting during the year.  Whenever shares of preferred stock shall be outstanding, the directors shall be elected in such manner as may be provided in the resolution authorizing the issuance of such preferred stock.

 

Section 2.         Each meeting of the board of directors shall be held at the principal office of the corporation in Honolulu, Hawaii, unless some other place in the State of Hawaii is stated in the notice of meeting.  A meeting of the board of directors elected at an annual meeting of shareholders shall be held at the place of such annual meeting immediately or as soon as practicable thereafter, and no notice thereof shall be necessary.

 

Section 3.         The board of directors may establish regular meetings which shall be held in such places, or by remote communication, and at such times as they may from time to time by vote determine, and when any such meeting or meetings shall be so determined no further notice thereof shall be required.

 

Section 4.         Special meetings of the board of directors may be called at any time by the chairman of the board of directors, or by the president, or by any two directors.

 

Section 5.         Except as otherwise expressly provided, notice of any meeting of the board of directors for which notice is required to be provided shall be given to each director by the secretary or by the person calling the meeting, by advising the director by telephone, by word of mouth, by electronic transmission or by leaving written notice of such meeting with the director or at the director’s residence or usual place of business not later than the day before the meeting.  Non-receipt of any such notice shall not invalidate any business done at or in any meeting at which a quorum is present.  The presence or participation of any director at any meeting shall be the equivalent of a waiver of the requirement of the giving of notice of said meeting to such director, except where a director at the beginning of the meeting (or promptly upon such director’s arrival) objects to holding the meeting or to the transaction of any business and does not thereafter vote for or assent to action taken at the meeting.  A director may, prior to, at or subsequent to the meeting, waive notice of the meeting in writing, signed by the director entitled to notice, and filed with the minutes or corporate records.

 

Section 6.         A majority of the number of directors fixed in accordance with these Bylaws shall constitute a quorum for the transaction of business, except that a minority of the board may fill vacancies in the board as provided in Section 7 of this Article III.  Unless the action of a greater number of directors shall be required by the Articles of Incorporation, these Bylaws or law, the act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors.

 

5



 

Section 7.         In case of any vacancies due to death, incapacity, resignation or otherwise in the board of directors, including temporary vacancies caused by the illness of directors, the remaining members of the board of directors (although less than a majority thereof) may fill the same by the affirmative vote of a majority of such remaining members, subject, however, to the provisions of Section 8 of this Article III.  In case of any temporary vacancy aforesaid, such temporary vacancy shall be filled only until the termination of such director’s illness.

 

Section 8.         The shareholders of the corporation may at any special meeting, whether called for the purpose or not, depose or remove from office any director, including any director appointed by the board of directors pursuant to the provisions of Section 7 of this Article III.  The shareholders of the corporation may at any special meeting, whether called for the purpose or not, fill any vacancies which may then exist in the board of directors, whether caused by resignations, removals or otherwise, and including temporary vacancies.

 

Section 9.         The board of directors may create and appoint from its own membership such committees as it deems desirable, which shall have such functions and authority as the board of directors shall determine, subject to any limitations provided by law.  Each committee must have two (2) or more members, who shall serve at the pleasure of the board of directors.

 

Section 10.       Members of the board of directors or of a committee of the board of directors may participate in a meeting of such board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time, and participating in a meeting pursuant to this provision shall constitute presence in person at such meeting.

 

Section 11.       Unless otherwise provided by law, any action required or permitted to be taken at any meeting of the board of directors, or of a committee of the board of directors, may be taken without a meeting, if all of the directors or all of the members of the committee, as the case may be, sign a written consent or written consents or provide consent via electronic transmission setting forth the action taken or to be taken, at any time before or after the intended effective date of such action.  Such consent or consents shall be filed with the minutes of directors’ meetings or committee meetings, as the case may be, and shall have the same effect as a unanimous vote.  In the case of consent by electronic transmission, the consent shall be submitted with information from which it may reasonably be concluded that the electronic transmission was authorized by the proper board or committee member.

 

 

ARTICLE IV

 

OFFICERS

 

Section 1.         The officers of the corporation shall be a chairman of the board, a president, one or more vice presidents (including executive vice presidents and senior vice presidents), a treasurer, a controller and a secretary.  Any two of the offices of vice president, treasurer, controller and secretary may be held by the same person.

 

6



 

Section 2.         There may also be such subordinate officers, such as assistant vice presidents, assistant treasurers, assistant controllers and assistant secretaries, as may be appointed from time to time in accordance with Article V, Section 3 below.

 

Section 3.         No officer or subordinate officer need be a shareholder and no officer or subordinate officer other than the chairman of the board of directors need be a director of the corporation.  Any officer of the corporation may also be a subordinate officer, agent or employee.  The election or appointment of an officer or subordinate officer does not itself create contract rights.

 

 

ARTICLE V

 

APPOINTMENT AND REMOVAL

 

Section 1.         The chairman of the board, the president and any executive vice presidents and senior vice presidents shall be appointed annually by the board of directors at the first meeting thereof after the annual or special meeting of the shareholders at which the board of directors is elected, and shall hold office for one year and thereafter until their successors shall be duly appointed and qualified, unless earlier removed for any reason; provided that the president, with the concurrence of the chairman of the board, may fill an executive vice president or senior vice president vacancy and determine compensation for such position, subject to ratification of such appointment and compensation by the board of directors at its next regularly scheduled meeting.  If the office of the chairman of the board or president shall become vacant for any reason, the board of directors may appoint an acting or temporary chairman of the board or president or a successor to serve at the pleasure of the board of directors.

 

Section 2.         The board of directors, or the president with the concurrence of the chairman of the board, may appoint other vice presidents (as may be deemed proper), the treasurer, the controller and the secretary of the corporation, who shall hold their positions at the pleasure of the board of directors or the president and the chairman of the board.

 

Section 3.         The board of directors or the president may appoint assistant vice presidents, assistant treasurers, assistant controllers and assistant secretaries and such other subordinate officers and such agents as may be deemed proper, who shall hold their positions at the pleasure of the board of directors or the president and who shall have such powers and duties as may be determined from time to time by the board of directors or the president.  The authority to appoint and remove subordinate officers and agents and to fix their powers and duties may be delegated by the board of directors or the president to any officer or officers of the corporation.  The officer or officers to whom the power to appoint subordinate officers is delegated by the board of directors or president shall report to the chairman of the board and the president the names and titles of all subordinate officers appointed by such officer or officers.

 

Section 4.         Vacancies in any office or subordinate office, however occurring, may be filled by the board of directors at any meeting of the board of directors or, to the extent provided in Article V, Sections 1, 2 and 3 above, at any time by (i) the president, with the concurrence of the chairman of the board, (ii) the president, or (iii) any officer or officers to whom authority to appoint and remove such subordinate officers or agents is delegated.

 

7



 

ARTICLE VI

 

COMPENSATION

 

Section 1.         The compensation of the chairman of the board, president and any executive vice presidents and senior vice presidents shall be approved by the board of directors.

 

Section 2.         The president, with the concurrence of the chairman of the board, shall have authority to fix the compensation of all officers other than the chairman of the board, the president, any executive vice president and any senior vice president, provided that the president, with the concurrence of the chairman of the board, may fix the compensation for an executive vice president or senior vice president in accordance with Article V, Section 1 above.

 

Section 3.         The president shall have authority to fix the compensation of all subordinate officers and agents and to delegate such authority to any officer or officers to whom appointment and removal authority over such subordinate officer or agent is delegated in accordance with Article V, Section 3 above.

 

Section 4.         The president shall have the control of all employees and shall have authority to fix the compensation of all employees, other than as provided in Article VI, Sections 1 and 2 above, and to delegate such authority to any other officer or officers, subordinate officer or subordinate officers or employee or employees.

 

 

ARTICLE VII

 

CHAIRMAN OF THE BOARD

 

The chairman of the board of directors shall preside at all meetings of the shareholders and of the board of directors and shall have such powers and perform such duties as may be assigned to the chairman of the board from time to time by the board of directors. The chairman of the board shall, except as may otherwise be provided by resolution of the board of directors, have full authority to vote the shares of stock owned by the corporation at all meetings of other corporations in which the corporation may be a shareholder.

 

 

ARTICLE VIII

 

PRESIDENT

 

In the absence of the chairman of the board of directors, the president shall preside at meetings of the shareholders and of the board of directors. The president shall exercise general supervision and direction of the business and affairs of the corporation. The president shall have the powers and perform the duties customarily incidental to the office and such other duties as

 

8



 

may be given to the president elsewhere in these Bylaws or as may be assigned to the president from time to time by the board of directors or by the chairman of the board.

 

 

ARTICLE IX

 

VICE PRESIDENTS

 

The vice presidents, in such order or according to such system as the board of directors shall determine or adopt, shall assume and perform the duties of the president when the office of president is vacant or whenever the president, for any reason, cannot discharge the duties of the office. The vice presidents of the corporation shall have such other powers and duties as may be given to them elsewhere in these Bylaws or as may be assigned to them from time to time by the board of directors or by the president.

 

 

ARTICLE X

 

TREASURER

 

The treasurer shall have the powers and perform the duties customarily incidental to the office and such other powers and duties as may be given to the treasurer elsewhere in these Bylaws or as may be assigned to the treasurer from time to time by the board of directors or by the president. In the absence or disability of the treasurer, or if that office is vacant, the treasurer’s duties may be performed by the controller, the secretary or by an assistant treasurer. The board of directors, or the president with the concurrence of the chairman of the board, may authorize the controller, the secretary or an assistant treasurer equally with the treasurer to have any or all of the powers and to perform any or all of the duties given to the treasurer in these Bylaws.

 

 

ARTICLE XI

 

CONTROLLER

 

The controller shall have the powers and perform the duties customarily incidental to the office and such other powers and duties as may be given to the controller elsewhere in these Bylaws or as may be assigned to the controller from time to time by the board of directors or by the president.  In the absence or disability of the controller, or if that office is vacant, the controller’s duties may be performed by the treasurer, the secretary or by an assistant controller. The board of directors, or the president with the concurrence of the chairman of the board, may authorize the treasurer, secretary or an assistant controller equally with the controller to have any or all of the powers and to perform any or all of the duties given to the controller in these Bylaws.

 

9



 

ARTICLE XII

 

SECRETARY

 

The secretary shall have the powers and perform the duties customarily incidental to the office and shall have such other powers and duties as may be given elsewhere in these Bylaws or as may be assigned to the secretary from time to time by the board of directors or by the president.  The secretary shall also give notice of all meetings of the shareholders whenever requested to do so by the person thereunto duly authorized, shall prepare and maintain custody of the minutes of meetings of the shareholders and the board of directors, and shall authenticate records of the corporation.  In the absence or disability of the secretary, or if that office is vacant, the secretary’s duties may be performed by the treasurer, the controller, or by an assistant secretary. The board of directors, or the president with the concurrence of the chairman of the board, may authorize the treasurer, the controller, or an assistant secretary equally with the secretary to have any or all of the powers and to perform any or all of the duties given to the secretary in these Bylaws.

 

 

ARTICLE XIII

 

SHARES OF CAPITAL STOCK

 

Section 1.         Shares of the capital stock of the corporation may be certificated or uncertificated.  Except as expressly provided by law, there shall be no differences in the rights and obligations of shareholders based on whether or not their shares are represented by certificates.  The board of directors, by resolution, may authorize holders of the corporation’s shares to elect to hold their shares in certificated or uncertificated form.  The authority to issue uncertificated shares shall not affect shares already represented by a certificate until the certificate is surrendered.

 

Section 2.         In the case of certificated shares, certificates shall be of such form and device as the board of directors shall from time to time determine but each such certificate shall plainly show its number, the date of issuance, the name of the person to whom it is issued, the number and class of shares, the designation of the series, if any, which such certificate represents, and the par value of each share represented by such certificate, or a statement that the shares are without par value.  Each certificate of stock shall be sealed with the corporate seal and signed by the chairman of the board of directors or the president or a vice president and also by the secretary or an assistant secretary or by the treasurer or an assistant treasurer; provided, however, that the board of directors may provide that stock certificates which are signed by a transfer agent or by a registrar may be sealed with only the facsimile seal of the corporation and signed on behalf of the corporation with only the facsimile signatures of its officers and subordinate officers as above designated.  In case any such officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if such officer had not ceased to be such at the date of its issue.

 

Section 3.         In the case of uncertificated shares, within a reasonable time after the issuance or transfer thereof, the corporation shall send the shareholder a written statement

 

10



 

(which may be referred to as a transaction advice) containing at least the following information, together with any other information required by law, rule or regulation, including the rules of any stock exchanges on which the shares are listed:  (i) the name of the corporation and that the corporation is organized under the laws of the State of Hawaii, (ii) the name of the person to whom the uncertificated shares have been issued or transferred, (iii) the number and class of shares, and the designation of the series, if any, to which the transaction advice relates, (iv) a summary of the designations, relative rights, preferences and limitations applicable to each class of stock or each series within a class of stock (and the authority of the board of directors to determine variations for future series), or a statement that the corporation will furnish this information without charge upon written request by the shareholder, (v) if applicable, a statement as to the existence of any restrictions on transfer or registration of transfer of the shares and (vi) if applicable, a statement as to the existence of any additional rights or privileges incident to ownership of the shares.  The transaction advice shall also contain a statement to substantially the following effect:  “This transaction advice is merely a confirmation of the share ownership of the addressee according to the stock records of the corporation as of the time of its issuance.  Delivery of this transaction advice, by itself, confers no rights on the recipient.  This transaction advice is neither a negotiable instrument nor a security.”

 

 

ARTICLE XIV

 

TRANSFER OF SHARES OF STOCK

 

Section 1.         Transfers of shares of the capital stock of the corporation shall be made only by the corporation’s duly appointed secretary, transfer agent or registrar on the books of the corporation in accordance with the written instructions of the registered holder thereof, or by his or her duly authorized attorney-in-fact.  No such transfer shall be valid, except between the parties thereto, until such transfer shall have been recorded on the books of the corporation so as to show the date of the transfer, the names of the parties thereto, their addressees, and the number and description of the shares transferred.  In the case of certificated shares, the transfer of shares of stock shall be made only upon surrender of the certificate or certificates representing such shares, properly endorsed or accompanied by a duly executed stock transfer power (with signature guarantee or such other satisfactory evidence or guarantee of authenticity and authority as the secretary, transfer agent or registrar may require) and the payment of all taxes thereon, and, if the transferred shares are to be certificated, the corporation shall issue one or more new certificates evidencing ownership of such shares by the new registered holder thereof.  In the case of uncertificated shares, transfer of shares of stock on the records of the corporation shall be made only upon receipt of proper written or electronic transfer instructions from the registered owner or by his or her duly authorized attorney-in-fact or other authorized person (with signature guarantee or other satisfactory evidence or guarantee of authenticity and authority that the secretary, transfer agent or registrar may require) containing the following information:  (i) the name, address and taxpayer identification number, if any, of the party transferring the shares, (ii) the number of shares transferred and the class of such shares, and the designation of the series, if any, and (iii) the name, address and taxpayer identification number, if any, of the party to whom the shares have been transferred and who, as a result of such transfer, is to become the new registered owner of the shares, and the payment of all taxes thereon.  In the case of certificated shares or uncertificated shares that are to be transferred without certificates, such transfer shall be

 

11



 

confirmed by the corporation’s sending of an appropriate transaction advice to the new registered holder thereof.

 

Section 2.         The books for the transfer of stock may be closed as the board of directors may from time to time determine for a period not exceeding twenty (20) days before the annual or any special meeting of shareholders or before the day appointed for the payment of any dividend, or before any date on which rights of any kind in or in connection with the stock are to be determined or exercised; provided, however, that in lieu of closing the books for the transfer of stock the board of directors may fix in advance a day as the record date for determination of shareholders to be entitled to have or exercise the right to receive notice, to vote, to receive dividends, or to receive or exercise any such rights.  In the event that the books for the transfer of stock are to be closed the secretary may be directed by the board of directors to give such notice of such closing as the board of directors may deem advisable.

 

Section 3.         In case of the loss, mutilation or destruction of any certificate for any share or shares of stock of the corporation, a duplicate certificate may be issued upon such terms as the board of directors may prescribe, including but not limited to the requirement that the person requesting the duplicate certificate provide a bond or an agreement of indemnity acceptable to the corporation.  In the event that the board of directors has authorized the issuance of shares of the relevant class or series of stock without certificates, a transaction advice or other written statement as described in Section 3 of Article XIII may be issued in place of any lost, mutilated or destroyed certificate theretofore issued by the corporation, upon such terms (including without limitation, the requirement of a bond or indemnity) as the board of directors may prescribe.

 

Section 4.         The corporation shall be entitled to treat the holder of record of any share or shares of its capital stock as the holder in fact thereof for any and all purposes whatsoever and shall not be bound to recognize any equitable, beneficial ownership or other claim to or interest in such share or shares on the part of any other claimant thereto, whether or not it shall have express notice thereof, except as otherwise provided by law.

 

Section 5.         The board of directors shall have power and authority to make all such rules and regulations as they deem expedient, concerning the issue, transfer and registration of shares of the capital stock of the corporation.

 

Section 6.         Shares of its capital stock acquired by the corporation become authorized and unissued shares of the corporation and the acquisition of such shares by the corporation shall be evidenced by the cancellation of such shares in the stock records of the corporation.

 

 

ARTICLE XV

 

EXECUTION OF INSTRUMENTS

 

All checks, dividend warrants and other orders for the payment of money, drafts, notes, bonds, acceptances, contracts, and all other instruments, except as otherwise provided in these Bylaws, shall be signed by such person or persons as shall be provided by general or special

 

12



 

resolution of the board of directors, and in the absence of any provision in these Bylaws or any such general or special resolution applicable to any such instrument then such instrument shall be signed by any two of the following:  the chairman of the board of directors, the president, any vice president, the treasurer, the controller, or the secretary.  The board of directors may delegate to any officer or officers of the corporation the power to designate the person or persons to execute any such instrument on behalf of the corporation.  The board of directors may provide for the execution of any corporate instrument or document by electronic means, by a mechanical device or a machine, or by use of facsimile signatures, under such terms as shall be set forth in the resolution of the board of directors.

 

ARTICLE XVI

 

IMMUNITY AND INDEMNIFICATION

 

Immunity of directors and officers of the corporation and indemnification by the corporation of directors and officers of the corporation from costs and expenses and liabilities shall be governed by the provisions relating thereto included in the Articles of Incorporation of the corporation and in any indemnity agreements between the corporation and any such director or officer.

 

ARTICLE XVII

 

FISCAL YEAR

 

The fiscal year of the corporation shall be the calendar year.

 

ARTICLE XVIII

 

AMENDMENT TO BYLAWS

 

The Bylaws of the corporation may from time to time be repealed, amended or altered, or new Bylaws may be adopted by a majority vote of the board of directors or at any regular meeting of the shareholders (or at any special meeting duly called for that purpose) by the affirmative vote of a majority of the shares represented and entitled to vote at such meeting (if notice of the proposed alteration or amendment or any new Bylaw provision or provisions is contained in the notice of such meeting); provided, however, that any provision for which a greater vote is required by the Articles of Incorporation, these Bylaws or by law, shall itself be amended only by such greater vote.

 

* * *

 

(743342)

 

13


EX-99 3 a10-15452_1ex99.htm EX-99

HEI Exhibit 99

 

 

August 9, 2010

 

 

Contact:

Shelee M.T. Kimura

 

 

Manager, Investor Relations &

(808) 543-7384 Telephone    

 

Strategic Planning

E-mail: skimura@hei.com    

 

HIGHER BANK EARNINGS DRIVE IMPROVEMENT IN HEI SECOND QUARTER EARNINGS

 

HONOLULU -- Hawaiian Electric Industries, Inc. (NYSE - HE) today reported second quarter 2010 consolidated net income for common stock of $29.3 million, or $0.31 diluted earnings per share (EPS), compared to $15.5 million, or $0.17 diluted EPS for the second quarter of 2009.

 

“Lower credit costs and lower operating expenses at our banking operations were mainly responsible for the improvement in our second quarter results,” said Constance H. Lau, HEI president and chief executive officer.

 

“At the utility, we are seeing modest recovery from a long period of under earning our authorized rates of return.  Rate relief granted over the last year was largely offset by higher operation, maintenance, financing and depreciation expenses,” said Lau.

 

“At the bank, we are excited to have completed the last major component of the performance improvement project with the successful conversion of our data processing systems in the second quarter.  We continue to see the benefits of this project in our reported results and are pleased to report a solid return on assets of 1.32% for the second quarter,” Lau added.

 



 

Hawaiian Electric Industries, Inc. News Release

August 9, 2010

Page 2

 

UTILITY

 

Electric utility net income for common stock for the second quarter of 2010 was $17.6 million compared to $15.5 million in the second quarter of 2009.  The primary drivers were rate relief granted in our 2009 rate case on Oahu of $10 million (after tax) as well as savings from fuel efficiency.  The primary offsets (after tax) were: (1) $6 million higher operations and maintenance (O&M) expenses, excluding demand-side management (DSM) program costs1; and (2) $6 million higher financing costs and depreciation expense primarily due to generating units put into service in the latter part of 2009.

 

Kilowatthour sales were down 1.1% compared with the same quarter last year due to slightly warmer than normal weather in the second quarter of 2009.  Subsequent to our original forecast of a 0.9% decrease in 2010 sales relative to 2009, our outlook for the economy has improved and we now expect 2010 sales to be approximately flat when compared to 2009.

 

O&M expenses were up 11%2 over the same quarter last year.  This increase was driven primarily by higher retirement costs and operating costs for the new biofuel generating plant which commenced service in the latter part of 2009.  The actual year-to-date O&M increase of 9%2 was lower than our estimate of a 16%2 increase for the year primarily due to timing of expenditures.   O&M expenses for the year are now expected

 

 

1  DSM program costs were $9 million in the second quarter of 2009 and nil in the second quarter of 2010.  DSM program costs are recovered through a surcharge.  The energy efficiency DSM programs were transferred to a third-party administrator at the end of the second quarter of 2009.

2  Excludes DSM program costs described in footnote 1 above.

 



 

Hawaiian Electric Industries, Inc. News Release

August 9, 2010

Page 3

 

to be slightly lower than the 16%2 increase originally estimated.

 

 

BANK

 

Bank net income for the second quarter of 2010 was $16.1 million, compared to $4.0 million for the same quarter last year and $13.7 million in the first quarter of 2010.

 

The primary drivers for the $12.1 million increase in net income over the same quarter last year were (on an after-tax basis):  (1) lower provision for loan losses of $8 million, largely due to an unusually high provision expense in the second quarter of 2009 resulting from the partial charge-off of a large commercial loan; (2) higher noninterest income of $3 million due to the second quarter 2009 other-than-temporary impairment charge of $3 million on mortgage-related securities that were later sold in the fourth quarter of 2009; and (3) lower noninterest expense of $3 million resulting from the FDIC special assessment in the second quarter of 2009 and cost-savings derived from the performance improvement project in 2010.  These increases were partially offset by lower net interest income of $2 million (after tax) primarily due to lower earning asset balances and lower yields on investments partially offset by lower interest expense on certificates of deposit.

 

The primary drivers contributing to the $2.4 million after-tax increase over the first quarter 2010 results were (on an after-tax basis) lower provision for loan losses of $3 million partially offset by higher noninterest expense of $1 million including higher one-time FISERV conversion costs of $1 million.

 



 

Hawaiian Electric Industries, Inc. News Release

August 9, 2010

Page 4

 

Net interest margin was 4.22% in the second quarter of 2010, compared with 4.16% in the second quarter of 2009 and 4.18% in the first quarter of 2010.  Net interest margin benefited from lower funding costs which more than offset lower yields on earning assets.

 

Provision for loan losses was $1.0 million in the second quarter of 2010 which was $12.5 million lower than the second quarter of 2009 and $4.4 million lower than the first quarter of 2010.  The provision in the second quarter of 2010 reflected approximately $2.4 million of loan loss reserves that were released in the second quarter due to: (1) a commercial loan that was sold during the quarter; and (2) a commercial real estate construction loan for a project that was successfully completed and fully leased and thus went from a higher risk to a lower risk loan classification.  In contrast, the provision expense in the second quarter of 2009 was elevated due to $5 million of provision for loan losses related to a partial charge-off of a single commercial loan.  The second quarter 2010 net charge-off ratio remains low at 0.57% annualized compared to the full year 2009 ratio of 0.66%.

 

Noninterest expense for the second quarter of 2010 was $39.6 million, compared to $44.4 million in the second quarter of 2009 and $38.0 million in the first quarter of 2010.  On an adjusted basis3, noninterest expense was $2 million lower compared to the same quarter last year due to cost reductions, and it was level with the first quarter of 2010.  The bank’s annualized noninterest expense for the second quarter of 2010 was $159 million; on an adjusted basis3 it was $147 million.  The bank remains on track to meet its target of $140 to $145 million of annualized noninterest expense by the end of 2010.

 

3Refer to page 18 of the accompanying schedules of this release for a reconciliation of noninterest income and expense based on U.S. generally accepted accounting principles to adjusted noninterest income and expense, and the resulting annualized amounts.

 



 

Hawaiian Electric Industries, Inc. News Release

August 9, 2010

Page 5

 

HOLDING AND OTHER COMPANIES

 

The holding and other companies’ net losses were $4.5 million in the second quarter of 2010 compared to $4.0 million in the second quarter of 2009 reflecting higher general and administrative expenses and higher borrowing costs.

 

 

WEBCAST AND TELECONFERENCE

 

Hawaiian Electric Industries, Inc. will conduct a webcast and teleconference call to review its second quarter 2010 earnings on Tuesday, August 10, 2010, at 8:00 a.m. Hawaii time (2:00 p.m. Eastern time).  The event can be accessed through HEI’s website at www.hei.com or by dialing (866) 730-5768, passcode: 11930283 for the teleconference call.  HEI intends to continue to use its website, www.hei.com, as a means of disclosing material and other important information and for complying with its disclosure obligations under SEC Regulation FD.  Such disclosures will be included on HEI’s website under the headings “News & Events” and “Financial Information” in the Investor Relations section.  Accordingly, investors should routinely monitor such portions of HEI’s website, in addition to following HEI’s, HECO’s and ASB’s press releases, SEC filings and public conference calls and webcasts.  Investors should also refer to the Public Utilities Commission of the State of Hawaii (PUC) website at dms.puc.hawaii.gov/dms in order to review documents filed with and issued by the PUC.

 

An online replay of the webcast will be available at the same website beginning about two hours after the event.  Replays of the teleconference call will also be available approximately two hours after the event through August 24, 2010, by dialing

 



 

Hawaiian Electric Industries, Inc. News Release

August 9, 2010

Page 6

 

 

(888) 286-8010, passcode: 42345741.

 

HEI supplies power to over 400,000 customers or 95% of Hawaii’s population through its electric utilities, Hawaiian Electric Company, Inc., Hawaii Electric Light Company, Inc. and Maui Electric Company, Limited and provides a wide array of banking and other financial services to consumers and businesses through American Savings Bank, F.S.B., one of Hawaii’s largest financial institutions.

 

EXPLANATION OF HEI’S USE OF CERTAIN UNAUDITED NON-GAAP FINANCIAL MEASURES

 

HEI and bank management use certain non-GAAP measures in their evaluation of the bank’s performance and believe the presentations of such financial measures on this basis provide useful supplemental information and a clearer picture of the bank’s operating performance, and are better indicators of the bank’s ongoing core operating activities.  Management also uses such measures to assist investors/analysts in better understanding the bank’s progress on the execution of its performance improvement project.  These measures are also useful in understanding performance trends and in facilitating comparisons with the performance of others in the financial services industry.

 

Management utilizes non-GAAP financial measures of noninterest income and expense in the calculation of certain of the bank’s metrics/ratios, such as (i) efficiency, (ii) pretax, preprovision income, and (iii) return on average assets, in order to analyze on a consistent basis and over a longer period of time the performance of the bank’s core operating activities and its progress on the execution of the performance improvement project.  Management also annualizes the non-GAAP measure of noninterest expense by multiplying

 



 

Hawaiian Electric Industries, Inc. News Release

August 9, 2010

Page 7

 

such measure by 4 to develop an estimate of adjusted noninterest expense for a year-long period.  This annualized adjusted noninterest expense metric (non-GAAP measure) is a forward-looking statement based on only a quarter’s results and may not reflect actual results.  See schedule on page 18 of this release for a tabular reconciliation between the bank’s GAAP and non-GAAP measures.

 

Certain items shown in the reconciliation—real estate transactions, professional services, FISERV conversion costs, severance, technology write-offs and prepayment penalties on early extinguishment of debt—were incurred pursuant to the bank management’s performance improvement project which was announced in June 2008 and was substantially completed this quarter.  These costs were incurred with the objective of increasing the bank’s operating efficiency and profitability in the long term.  Accordingly, bank management believes that these costs were temporarily elevated while the performance improvement project was being executed and will be largely eliminated going forward from this quarter.

 

Management also adjusts noninterest expense to exclude a special assessment levied by the Federal Deposit Insurance Corporation (FDIC) in the second quarter of 2009 pursuant to the FDIC’s plan to recapitalize the deposit insurance fund.  Bank management believes that it is unlikely that this type of special assessment would recur on a regular basis and impacts the comparability of noninterest expense between periods.

 

Reported noninterest income is being adjusted by a gain on sale of a commercial loan, gain on sale of other assets and other nonrecurring income items.  Bank management believes that it would not be appropriate to assume that the bank would realize material gains of this type on a quarterly basis.

 



 

Hawaiian Electric Industries, Inc. News Release

August 9, 2010

Page 8

 

Likewise, bank management also adds back to noninterest income charges related to the other-than-temporary impairment (OTTI) of private-issue mortgage-related securities (PMRS) because of the material nature of the charge, the inconsistency of when those charges occurred and the elimination of the PMRS portfolio in the fourth quarter of 2009.  The bank incurred material OTTI in the second and third quarters of 2009, impacting the comparability of noninterest income for those quarters.  Management believes that adjusting noninterest income to exclude the effects of OTTI helps the comparability of noninterest income quarter to quarter and quarter over quarter.

 

In addition, management adjusts noninterest income for net gains (losses) on sales of certain securities including the fourth quarter 2009 loss on the liquidation of the PMRS portfolio because management believes that such transactions are unlikely to recur on a regular basis and impacts the comparability of noninterest income between periods.

 

Limitations associated with utilizing non-GAAP measures are the risks of disagreement over the appropriateness of adjustments comprising these measures and the risk that other companies might calculate these measures differently.  Management addresses these limitations by providing detailed reconciliations between GAAP information and non-GAAP measures.  See reconciliation on page 18.

 



 

Hawaiian Electric Industries, Inc. News Release

August 9, 2010

Page 9

 

FORWARD-LOOKING STATEMENTS

 

This release may contain “forward-looking statements,” which include statements that are predictive in nature, depend upon or refer to future events or conditions, and usually include words such as expects, anticipates, intends, plans, believes, predicts, estimates or similar expressions.  In addition, any statements concerning future financial performance (including future revenues, expenses, earnings or losses or growth rates), ongoing business strategies or prospects and possible future actions, which may be provided by management, are also forward-looking statements.  Forward-looking statements are based on current expectations and projections about future events and are subject to risks, uncertainties and assumptions about HEI and its subsidiaries, the performance of the industries in which they do business and economic and market factors, among other things.  These forward-looking statements are not guarantees of future performance.

 

Forward-looking statements in this release should be read in conjunction with the “Forward-Looking Statements” discussion (which is incorporated by reference herein) set forth on pages iv and v of HEI’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010, and in HEI’s future periodic reports that discuss important factors that could cause HEI’s results to differ materially from those anticipated in such statements.  Forward-looking statements speak only as of the date of this release.

 

###

 



 

Hawaiian Electric Industries, Inc. (HEI) and Subsidiaries

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

 

Three months

 

Six months

 

Twelve months

 

 

ended June 30,

 

ended June 30,

 

ended June 30,

(in thousands, except per share amounts)

 

2010

 

2009

 

 

2010

 

2009

 

 

2010

 

2009

 

Revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Electric utility

 

$ 584,095

 

$ 450,417

 

 

$ 1,132,206

 

$   912,214

 

 

$ 2,255,001

 

$ 2,460,554

 

Bank

 

71,632

 

75,499

 

 

142,546

 

157,531

 

 

259,734

 

324,290

 

Other

 

(63

)

(15

)

 

(48

)

(47

)

 

(139

)

102

 

 

 

655,664

 

525,901

 

 

1,274,704

 

1,069,698

 

 

2,514,596

 

2,784,946

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Electric utility

 

542,660

 

418,254

 

 

1,048,162

 

848,982

 

 

2,064,518

 

2,312,342

 

Bank

 

45,857

 

69,993

 

 

95,000

 

134,904

 

 

203,051

 

267,082

 

Other

 

3,516

 

2,599

 

 

7,204

 

6,099

 

 

14,738

 

14,000

 

 

 

592,033

 

490,846

 

 

1,150,366

 

989,985

 

 

2,282,307

 

2,593,424

 

Operating income (loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Electric utility

 

41,435

 

32,163

 

 

84,044

 

63,232

 

 

190,483

 

148,212

 

Bank

 

25,775

 

5,506

 

 

47,546

 

22,627

 

 

56,683

 

57,208

 

Other

 

(3,579

)

(2,614

)

 

(7,252

)

(6,146

)

 

(14,877

)

(13,898

)

 

 

63,631

 

35,055

 

 

124,338

 

79,713

 

 

232,289

 

191,522

 

Interest expense–other than on deposit liabilities and other bank borrowings

 

(20,520

)

(17,910

)

 

(40,901

)

(35,743

)

 

(81,488

)

(74,450

)

Allowance for borrowed funds used during construction

 

790

 

1,727

 

 

1,569

 

3,349

 

 

3,488

 

5,493

 

Allowance for equity funds used during construction

 

1,847

 

4,120

 

 

3,620

 

7,725

 

 

8,117

 

13,109

 

Income before income taxes

 

45,748

 

22,992

 

 

88,626

 

55,044

 

 

162,406

 

135,674

 

Income taxes

 

16,013

 

7,040

 

 

31,292

 

18,224

 

 

56,991

 

46,735

 

Net income

 

29,735

 

15,952

 

 

57,334

 

36,820

 

 

105,415

 

88,939

 

Preferred stock dividends of subsidiaries

 

473

 

473

 

 

946

 

946

 

 

1,890

 

1,890

 

Net income for common stock

 

$   29,262

 

$   15,479

 

 

$      56,388

 

$     35,874

 

 

$    103,525

 

$      87,049

 

Basic earnings per common share

 

$       0.31

 

$       0.17

 

 

$          0.61

 

$         0.39

 

 

$          1.12

 

$          0.99

 

Diluted earnings per common share

 

$       0.31

 

$       0.17

 

 

$          0.61

 

$         0.39

 

 

$          1.12

 

$          0.99

 

Dividends per common share

 

$       0.31

 

$       0.31

 

 

$          0.62

 

$         0.62

 

 

$          1.24

 

$          1.24

 

Weighted-average number of common shares outstanding

 

93,159

 

91,384

 

 

92,867

 

90,996

 

 

92,324

 

88,220

 

Adjusted weighted-average shares

 

93,414

 

91,494

 

 

93,159

 

91,088

 

 

92,685

 

88,330

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) by segment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Electric utility

 

$   17,642

 

$   15,495

 

 

$      35,694

 

$     29,627

 

 

$      85,513

 

$      69,585

 

Bank

 

16,131

 

4,021

 

 

29,867

 

14,903

 

 

36,731

 

36,247

 

Other

 

(4,511

)

(4,037

)

 

(9,173

)

(8,656

)

 

(18,719

)

(18,783

)

Net income for common stock

 

$   29,262

 

$   15,479

 

 

$      56,388

 

$     35,874

 

 

$    103,525

 

$      87,049

 

 

This information should be read in conjunction with the consolidated financial statements and the notes thereto incorporated by reference in HEI’s Annual Report on SEC Form 10-K for the year ended December 31, 2009 and the consolidated financial statements and the notes thereto in HEI’s Quarterly Reports on SEC Form 10-Q for the quarters ended March 31, 2010 and June 30, 2010 (when filed). Results of operations for interim periods are not necessarily indicative of results to be expected for future interim periods or the full year.

 

10



 

Hawaiian Electric Industries, Inc. (HEI) and Subsidiaries

CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

 

June 30,

 

December 31,

 

(dollars in thousands)

 

2010

 

2009

 

Assets

 

 

 

 

 

Cash and cash equivalents

 

$

278,324

 

$

503,922

 

Accounts receivable and unbilled revenues, net

 

266,701

 

241,116

 

Available-for-sale investment and mortgage-related securities

 

623,965

 

432,881

 

Investment in stock of Federal Home Loan Bank of Seattle

 

97,764

 

97,764

 

Loans receivable, net

 

3,573,131

 

3,670,493

 

Property, plant and equipment, net of accumulated depreciation of $1,996,286 and $1,945,482

 

3,106,812

 

3,088,611

 

Regulatory assets

 

424,614

 

426,862

 

Other

 

426,860

 

381,163

 

Goodwill, net

 

82,190

 

82,190

 

 

 

$

8,880,361

 

$

8,925,002

 

Liabilities and stockholders’ equity

 

 

 

 

 

Liabilities

 

 

 

 

 

Accounts payable

 

$

164,538

 

$

159,044

 

Interest and dividends payable

 

30,829

 

27,950

 

Deposit liabilities

 

4,001,534

 

4,058,760

 

Short-term borrowings—other than bank

 

55,012

 

41,989

 

Other bank borrowings

 

256,515

 

297,628

 

Long-term debt, net—other than bank

 

1,364,879

 

1,364,815

 

Deferred income taxes

 

187,809

 

188,875

 

Regulatory liabilities

 

293,299

 

288,214

 

Contributions in aid of construction

 

326,050

 

321,544

 

Other

 

698,970

 

700,242

 

 

 

7,379,435

 

7,449,061

 

 

 

 

 

 

 

Preferred stock of subsidiaries - not subject to mandatory redemption

 

34,293

 

34,293

 

 

 

 

 

 

 

Stockholders’ equity

 

 

 

 

 

Common stock, no par value, authorized 200,000,000 shares; issuedand outstanding: 93,619,909 shares and 92,520,638 shares

 

1,289,471

 

1,265,157

 

Retained earnings

 

183,015

 

184,213

 

Accumulated other comprehensive loss, net of tax benefits

 

(5,853

)

(7,722

)

 

 

1,466,633

 

1,441,648

 

 

 

$

8,880,361

 

$

8,925,002

 

 

This information should be read in conjunction with the consolidated financial statements and the notes thereto incorporated by reference in HEI’s Annual Report on SEC Form 10-K for the year ended December 31, 2009 and the consolidated financial statements and the notes thereto in HEI’s Quarterly Reports on SEC Form 10-Q for the quarters ended March 31, 2010 and June 30, 2010 (when filed).  Results of operations for interim periods are not necessarily indicative of results to be expected for future interim periods or the full year.

 

11



 

Hawaiian Electric Industries, Inc. (HEI) and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

Six months ended June 30,

 

2010

 

2009

 

(in thousands)

 

 

 

 

 

Cash flows from operating activities

 

 

 

 

 

Net income

 

$

57,334

 

$

36,820

 

Adjustments to reconcile net income to net cash provided by operating activities

 

 

 

 

 

Depreciation of property, plant and equipment

 

79,606

 

76,999

 

Other amortization

 

2,149

 

2,484

 

Provision for loan losses

 

6,349

 

21,800

 

Loans receivable originated and purchased, held for sale

 

(136,197

)

(291,500

)

Proceeds from sale of loans receivable, held for sale

 

167,583

 

322,692

 

Net gain on sale of investment and mortgage-related securities

 

-    

 

(44

)

Other-than-temporary impairment of available-for-sale mortgage-related securities

 

-    

 

5,581

 

Changes in deferred income taxes

 

(2,381

)

3,973

 

Changes in excess tax benefits from share-based payment arrangements

 

97

 

318

 

Allowance for equity funds used during construction

 

(3,620

)

(7,725

)

Decrease in cash overdraft

 

(302

)

-    

 

Changes in assets and liabilities

 

 

 

 

 

Decrease (increase) in accounts receivable and unbilled revenues, net

 

(25,012

)

88,308

 

Decrease (increase) in fuel oil stock

 

(49,759

)

22,383

 

Increase (decrease) in accounts, interest and dividends payable

 

8,373

 

(20,748

)

Changes in prepaid and accrued income taxes and utility revenue taxes

 

(30,699

)

(56,397

)

Changes in other assets and liabilities

 

11,732

 

(24,633

)

Net cash provided by operating activities

 

85,253

 

180,311

 

Cash flows from investing activities

 

 

 

 

 

Available-for-sale investment and mortgage-related securities purchased

 

(379,896

)

(190,095

)

Principal repayments on available-for-sale investment and mortgage-related securities

 

203,783

 

248,109

 

Proceeds from sale of available-for-sale investment and mortgage-related securities

 

-    

 

44

 

Net decrease in loans held for investment

 

61,017

 

305,381

 

Proceeds from sale of real estate acquired in settlement of loans

 

2,118

 

-

 

Capital expenditures

 

(83,673

)

(175,092

)

Contributions in aid of construction

 

9,430

 

4,917

 

Other

 

(10

)

86

 

Net cash provided by (used in) investing activities

 

(187,231

)

193,350

 

Cash flows from financing activities

 

 

 

 

 

Net decrease in deposit liabilities

 

(57,226

)

(11,467

)

Net increase in short-term borrowings with original maturities of three months or less

 

13,023

 

55,000

 

Net decrease in retail repurchase agreements

 

(41,112

)

(24,592

)

Proceeds from other bank borrowings

 

-    

 

310,000

 

Repayments of other bank borrowings

 

-    

 

(577,517

)

Proceeds from issuance of long-term debt

 

-    

 

3,168

 

Changes in excess tax benefits from share-based payment arrangements

 

(97

)

(318

)

Net proceeds from issuance of common stock

 

10,789

 

8,786

 

Common stock dividends

 

(46,246

)

(51,127

)

Preferred stock dividends of subsidiaries

 

(946

)

(946

)

Decrease in cash overdraft

 

-    

 

(962

)

Other

 

(1,805

)

(1,190

)

Net cash used in financing activities

 

(123,620)

 

(291,165)

 

Net increase (decrease) in cash and cash equivalents

 

(225,598)

 

82,496

 

Cash and cash equivalents, beginning of period

 

503,922

 

183,435

 

Cash and cash equivalents, end of period

 

$

278,324

 

$

265,931

 

 

This information should be read in conjunction with the consolidated financial statements and the notes thereto incorporated by reference in HEI’s Annual Report on SEC Form 10-K for the year ended December 31, 2009 and the consolidated financial statements and the notes thereto in HEI’s Quarterly Reports on SEC Form 10-Q for the quarters ended March 31, 2010 and June 30, 2010 (when filed). Results of operations for interim periods are not necessarily indicative of results to be expected for future interim periods or the full year.

 

12



 

Hawaiian Electric Company, Inc. (HECO) and Subsidiaries

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

 

Three months ended

 

Six months ended

 

 

 

June 30,

 

June 30,

 

(dollars in thousands, except per barrel amounts)

 

2010

 

2009

 

 

2010

 

2009

 

 

 

 

 

 

 

 

 

 

 

 

Operating revenues

 

$

582,094

 

$

447,836

 

 

$

1,128,806

 

$

907,121

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

Fuel oil

 

215,322

 

131,885

 

 

427,074

 

277,174

 

Purchased power

 

139,513

 

115,189

 

 

256,295

 

229,673

 

Other operation

 

60,254

 

63,181

 

 

119,498

 

125,578

 

Maintenance

 

32,223

 

29,431

 

 

59,276

 

55,594

 

Depreciation

 

38,649

 

36,425

 

 

77,291

 

72,849

 

Taxes, other than income taxes

 

54,170

 

41,975

 

 

105,961

 

87,710

 

Income taxes

 

11,113

 

8,727

 

 

22,154

 

17,271

 

 

 

551,244

 

426,813

 

 

1,067,549

 

865,849

 

Operating income

 

30,850

 

21,023

 

 

61,257

 

41,272

 

Other income

 

 

 

 

 

 

 

 

 

 

Allowance for equity funds used during construction

 

1,847

 

4,120

 

 

3,620

 

7,725

 

Other, net

 

372

 

2,468

 

 

1,613

 

4,836

 

 

 

2,219

 

6,588

 

 

5,233

 

12,561

 

Interest and other charges

 

 

 

 

 

 

 

 

 

 

Interest on long-term debt

 

14,383

 

11,945

 

 

28,766

 

23,857

 

Amortization of net bond premium and expense

 

726

 

682

 

 

1,393

 

1,357

 

Other interest charges

 

609

 

717

 

 

1,208

 

1,343

 

Allowance for borrowed funds used during construction

 

(790

)

(1,727

)

 

(1,569

)

(3,349

)

 

 

14,928

 

11,617

 

 

29,798

 

23,208

 

Net income

 

18,141

 

15,994

 

 

36,692

 

30,625

 

Preferred stock dividends of subsidiaries

 

229

 

229

 

 

458

 

458

 

Net income attributable to HECO

 

17,912

 

15,765

 

 

36,234

 

30,167

 

Preferred stock dividends of HECO

 

270

 

270

 

 

540

 

540

 

Net income for common stock

 

$

17,642

 

$

15,495

 

 

$

35,694

 

$

29,627

 

OTHER ELECTRIC UTILITY INFORMATION

 

 

 

 

 

 

 

 

 

 

Kilowatthour sales (millions)

 

2,374

 

2,400

 

 

4,647

 

4,631

 

Wet-bulb temperature (Oahu average; degrees Fahrenheit)

 

67.9

 

68.9

 

 

66.8

 

67.0

 

Cooling degree days (Oahu)

 

1,210

 

1,244

 

 

2,067

 

2,003

 

Average fuel oil cost per barrel

 

$86.38

 

$50.69

 

 

$84.13

 

$55.19

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Twelve months ended

 

 

 

 

 

Return on average common equity

 

June 30, 2010

 

 

 

 

 

(rate-making, simple average method)

 

Allowed %1

 

Actual % 

 

 

 

 

 

 

HECO

 

10.50

 

7.86

 

 

 

 

 

 

HELCO

 

10.70

 

7.42

 

 

 

 

 

 

MECO

 

10.70

 

3.88

 

 

 

 

 

 

 

1 Based on interim decisions in effect on June 30, 2010 which are subject to final PUC decisions. Allowed ROACEs for HECO, HELCO and MECO based on their last final rate case decisions were 10.70, 11.50 and 10.70, respectively.

 

This information should be read in conjunction with the consolidated financial statements and the notes thereto incorporated by reference in HECO’s Annual Report on SEC Form 10-K for the year ended December 31, 2009 and the consolidated financial statements and the notes thereto in HECO’s Quarterly Reports on SEC Form 10-Q for the quarters ended March 31, 2010 and June 30, 2010 (when filed). Results of operations for interim periods are not necessarily indicative of results to be expected for future interim periods or the full year.

 

13



 

Hawaiian Electric Company, Inc. (HECO) and Subsidiaries

CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

 

June 30,

 

December 31,

 

(dollars in thousands, except par value)

 

2010

 

2009

 

Assets

 

 

 

 

 

Utility plant, at cost

 

 

 

 

 

Land

 

$

51,393

 

$

52,530

 

Plant and equipment

 

4,800,278

 

4,696,257

 

Less accumulated depreciation

 

(1,900,466

)

(1,848,416

)

Construction in progress

 

98,231

 

132,980

 

Net utility plant

 

3,049,436

 

3,033,351

 

Current assets

 

 

 

 

 

Cash and cash equivalents

 

10,683

 

73,578

 

Customer accounts receivable, net

 

142,028

 

133,286

 

Accrued unbilled revenues, net

 

90,773

 

84,276

 

Other accounts receivable, net

 

18,538

 

8,449

 

Fuel oil stock, at average cost

 

128,420

 

78,661

 

Materials and supplies, at average cost

 

36,780

 

35,908

 

Prepayments and other

 

16,000

 

16,201

 

Total current assets

 

443,222

 

430,359

 

Other long-term assets

 

 

 

 

 

Regulatory assets

 

424,614

 

426,862

 

Unamortized debt expense

 

14,841

 

14,288

 

Other

 

61,955

 

73,532

 

Total other long-term assets

 

501,410

 

514,682

 

 

 

$

3,994,068

 

$

3,978,392

 

Capitalization and liabilities

 

 

 

 

 

Capitalization

 

 

 

 

 

Common stock, $6 2/3 par value, authorized 50,000,000 shares; outstanding 13,786,959 shares

 

$

91,931

 

$

91,931

 

Premium on capital stock

 

385,652

 

385,659

 

Retained earnings

 

835,843

 

827,036

 

Accumulated other comprehensive income, net of income taxes

 

1,898

 

1,782

 

Common stock equity

 

1,315,324

 

1,306,408

 

Cumulative preferred stock – not subject to mandatory redemption

 

34,293

 

34,293

 

Long-term debt, net

 

1,057,879

 

1,057,815

 

Total capitalization

 

2,407,496

 

2,398,516

 

Current liabilities

 

 

 

 

 

Short-term borrowings–nonaffiliates

 

14,100

 

-

 

Accounts payable

 

138,539

 

132,711

 

Interest and preferred dividends payable

 

21,669

 

21,223

 

Taxes accrued

 

124,740

 

156,092

 

Other

 

49,268

 

48,192

 

Total current liabilities

 

348,316

 

358,218

 

Deferred credits and other liabilities

 

 

 

 

 

Deferred income taxes

 

176,219

 

180,603

 

Regulatory liabilities

 

293,299

 

288,214

 

Unamortized tax credits

 

58,016

 

56,870

 

Retirement benefits liability

 

293,720

 

296,623

 

Other

 

90,952

 

77,804

 

Total deferred credits and other liabilities

 

912,206

 

900,114

 

Contributions in aid of construction

 

326,050

 

321,544

 

 

 

$

3,994,068

 

$

3,978,392

 

 

This information should be read in conjunction with the consolidated financial statements and the notes thereto incorporated by reference in HECO’s Annual Report on SEC Form 10-K for the year ended December 31, 2009 and the consolidated financial statements and the notes thereto in HECO’s Quarterly Reports on SEC Form 10-Q for the quarters ended March 31, 2010 and June 30, 2010  (when filed).  Results of operations for interim periods are not necessarily indicative of results to be expected for future interim periods or the full year.

 

14



 

Hawaiian Electric Company, Inc. (HECO) and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

Six months ended June 30,

 

2010

 

2009

 

(in thousands)

 

 

 

 

 

Cash flows from operating activities

 

 

 

 

 

Net income

 

$

36,692

 

$

30,625

 

Adjustments to reconcile net income to cash provided by operating activities

 

 

 

 

 

Depreciation of property, plant and equipment

 

77,291

 

72,849

 

Other amortization

 

3,101

 

5,502

 

Changes in deferred income taxes

 

(4,522)

 

7,264

 

Changes in tax credits, net

 

1,685

 

(1,321)

 

Allowance for equity funds used during construction

 

(3,620)

 

(7,725)

 

Decrease in cash overdraft

 

(302)

 

-  

 

Changes in assets and liabilities

 

 

 

 

 

Decrease (increase) in accounts receivable

 

(18,258)

 

58,382

 

Decrease (increase) in accrued unbilled revenues

 

(6,497)

 

28,039

 

Decrease (increase) in fuel oil stock

 

(49,759)

 

22,383

 

Increase in materials and supplies

 

(872)

 

(540)

 

Increase in regulatory assets

 

(2,252)

 

(10,564)

 

Increase (decrease) in accounts payable

 

5,828

 

(12,881)

 

Changes in prepaid and accrued income taxes and utility revenue taxes

 

(31,864)

 

(61,259)

 

Changes in other assets and liabilities

 

14,669

 

(3,542)

 

Net cash provided by operating activities

 

21,320

 

127,212

 

Cash flows from investing activities

 

 

 

 

 

Capital expenditures

 

(78,511)

 

(174,473)

 

Contributions in aid of construction

 

9,430

 

4,917

 

Net cash used in investing activities

 

(69,081)

 

(169,556)

 

Cash flows from financing activities

 

 

 

 

 

Common stock dividends

 

(26,887)

 

(21,135)

 

Preferred stock dividends of HECO and subsidiaries

 

(998)

 

(998)

 

Proceeds from issuance of long-term debt

 

-

 

3,168

 

Net increase in short-term borrowings from nonaffiliates and affiliate with original maturities of three months or less

 

14,100

 

59,054

 

Decrease in cash overdraft

 

-

 

(962)

 

Other

 

(1,349)

 

(8)

 

Net cash provided by (used in) financing activities

 

(15,134)

 

39,119

 

Net decrease in cash and cash equivalents

 

(62,895)

 

(3,225)

 

Cash and cash equivalents, beginning of period

 

73,578

 

6,901

 

Cash and cash equivalents, end of period

 

$

10,683

 

$

3,676

 

 

This information should be read in conjunction with the consolidated financial statements and the notes thereto incorporated by reference in HECO’s Annual Report on SEC Form 10-K for the year ended December 31, 2009 and the consolidated financial statements and the notes thereto in HECO’s Quarterly Reports on SEC Form 10-Q for the quarters ended March 31, 2010 and June 30, 2010 (when filed). Results of operations for interim periods are not necessarily indicative of results to be expected for future interim periods or the full year.

 

15



 

American Savings Bank, F.S.B. and Subsidiaries

CONSOLIDATED STATEMENTS OF INCOME DATA

(Unaudited)

 

Three months ended

 

 

Six months ended

 

 

 

June 30,

 

March 31,

 

June 30,

 

 

June 30,

 

(in thousands)

 

2010

 

2010

 

2009

 

 

2010

 

2009

 

Interest and dividend income

 

 

 

 

 

 

 

 

 

 

 

 

Interest and fees on loans

 

$

49,328

 

$

49,745

 

$

55,363

 

 

 

$

99,073

 

$

113,455

 

Interest and dividends on investment and mortgage-related securities

 

3,646

 

3,317

 

7,143

 

 

6,963

 

14,819

 

 

 

52,974

 

53,062

 

62,506

 

 

106,036

 

128,274

 

Interest expense

 

 

 

 

 

 

 

 

 

 

 

 

Interest on deposit liabilities

 

3,852

 

4,423

 

9,902

 

 

8,275

 

21,467

 

Interest on other borrowings

 

1,418

 

1,426

 

2,241

 

 

2,844

 

5,505

 

 

 

5,270

 

5,849

 

12,143

 

 

11,119

 

26,972

 

Net interest income

 

47,704

 

47,213

 

50,363

 

 

94,917

 

101,302

 

Provision for loan losses

 

990

 

5,359

 

13,500

 

 

6,349

 

21,800

 

Net interest income after provision for loan losses

 

46,714

 

41,854

 

36,863

 

 

88,568

 

79,502

 

Noninterest income

 

 

 

 

 

 

 

 

 

 

 

 

Fee income on deposit liabilities

 

7,891

 

7,520

 

7,462

 

 

15,411

 

14,173

 

Fees from other financial services

 

6,649

 

6,414

 

6,443

 

 

13,063

 

12,362

 

Fee income on other financial products

 

1,735

 

1,525

 

1,628

 

 

3,260

 

2,672

 

Net losses on available-for-sale securities

 

 -

 

 -

 

(5,537

)

 

 -

 

(5,537

)

Other income

 

2,383

 

2,393

 

2,997

 

 

4,776

 

5,587

 

 

 

18,658

 

17,852

 

12,993

 

 

36,510

 

29,257

 

Noninterest expense

 

 

 

 

 

 

 

 

 

 

 

 

Compensation and employee benefits

 

18,907

 

17,402

 

17,991

 

 

36,309

 

37,351

 

Occupancy

 

4,216

 

4,225

 

5,922

 

 

8,441

 

11,051

 

Data processing

 

4,564

 

4,338

 

3,481

 

 

8,902

 

6,668

 

Services

 

1,845

 

1,728

 

3,801

 

 

3,573

 

7,219

 

Equipment

 

1,640

 

1,709

 

2,540

 

 

3,349

 

5,330

 

Other expense

 

8,453

 

8,568

 

10,639

 

 

17,021

 

18,566

 

 

 

39,625

 

37,970

 

44,374

 

 

77,595

 

86,185

 

Income before income taxes

 

25,747

 

21,736

 

5,482

 

 

47,483

 

22,574

 

Income taxes

 

9,616

 

8,000

 

1,461

 

 

17,616

 

7,671

 

Net income

 

$

16,131

 

$

13,736

 

$

4,021

 

 

 

$

29,867

 

$

14,903

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OTHER BANK INFORMATION (%)

 

 

 

 

 

 

 

 

 

 

 

 

Return on average assets

 

1.32

 

1.12

 

0.31

 

 

1.22

 

0.57

 

Return on average equity

 

12.80

 

11.02

 

3.41

 

 

11.91

 

6.30

 

Net interest margin

 

4.22

 

4.18

 

4.16

 

 

4.20

 

4.13

 

Net charge-offs to average loans outstanding (annualized)

 

0.57

 

0.62

 

1.31

 

 

0.60

 

0.74

 

Efficiency ratio

 

59

 

58

 

70

 

 

59

 

66

 

As of period end

 

 

 

 

 

 

 

 

 

 

 

 

Nonperforming assets to loans outstanding and real estate owned *

 

1.90

 

2.13

 

1.55

 

 

 

 

 

 

Allowance for loan losses to loans outstanding

 

1.03

 

1.13

 

1.09

 

 

 

 

 

 

Tier-1 leverage ratio

 

9.3

 

9.1

 

8.7

 

 

 

 

 

 

Total risk-based capital ratio

 

14.1

 

14.0

 

12.6

 

 

 

 

 

 

Tangible common equity to total assets

 

8.7

 

8.5

 

7.7

 

 

 

 

 

 

 

*  Regulatory basis

 

This information should be read in conjunction with the consolidated financial statements and the notes thereto incorporated by reference in HEI’s Annual Report on SEC Form 10-K for the year ended December 31, 2009 and the consolidated financial statements and the notes thereto in HEI’s Quarterly Reports on SEC Form 10-Q for the quarters ended March 31, 2010 and June 30, 2010 (when filed). Results of operations for interim periods are not necessarily indicative of results to be expected for future interim periods or the full year.

 

16



 

American Savings Bank, F.S.B. and Subsidiaries

 

 

 

 

 

CONSOLIDATED BALANCE SHEETS DATA

 

 

 

 

 

(Unaudited)

 

 

 

 

 

 

 

June 30,

 

December 31,

 

(in thousands)

 

2010

 

2009

 

 

 

 

 

 

 

Assets

 

 

 

 

 

Cash and cash equivalents

 

$

265,464

 

$

425,896

 

Federal funds sold

 

794

 

1,479

 

Available-for-sale investment and mortgage-related securities

 

623,965

 

432,881

 

Investment in stock of Federal Home Loan Bank of Seattle

 

97,764

 

97,764

 

Loans receivable, net

 

3,573,131

 

3,670,493

 

Other

 

231,501

 

230,282

 

Goodwill, net

 

82,190

 

82,190

 

 

 

$

4,874,809

 

$

4,940,985

 

 

 

 

 

 

 

Liabilities and stockholder’s equity

 

 

 

 

 

Deposit liabilities–noninterest-bearing

 

$

824,004

 

$

808,474

 

Deposit liabilities–interest-bearing

 

3,177,530

 

3,250,286

 

Other borrowings

 

256,515

 

297,628

 

Other

 

109,458

 

92,129

 

 

 

 4,367,507

 

4,448,517

 

 

 

 

 

 

 

Common stock

 

330,218

 

329,439

 

Retained earnings

 

179,522

 

172,655

 

Accumulated other comprehensive loss, net of tax benefits

 

(2,438)

 

(9,626

)

 

 

 507,302

 

492,468

 

 

 

$

4,874,809

 

$

4,940,985

 

 

This information should be read in conjunction with the consolidated financial statements and the notes thereto incorporated by reference in HEI’s Annual Report on SEC Form 10-K for the year ended December 31, 2009 and the consolidated financial statements and the notes thereto in HEI’s Quarterly Reports on SEC Form 10-Q for the quarters ended March 31, 2010 and June 30, 2010 (when filed). Results of operations for interim periods are not necessarily indicative of results to be expected for future interim periods or the full year.

 

17



 

American Savings Bank, F.S.B. and Subsidiaries

RECONCILIATION OF GAAP TO NON-GAAP MEASURES

(Unaudited)

 

 

(in thousands)

 

 

1Q08

 

2Q09

 

3Q09

 

4Q09

 

1Q10

 

2Q10

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Noninterest income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Per income statement - GAAP

 

 

$

17,928

 

$

12,993

 

$

11,924

 

$

(11,277

)

$

17,852

 

$

18,658

 

Other-than-temporary impairment of private-issue mortgage-related securities

 

 

-

 

5,581

 

9,863

 

-

 

-

 

-

 

Net (gains) losses on sale of securities

 

 

(935

)

-

 

-

 

32,078

 

-

 

-

 

Gain on sale of a commercial loan

 

 

-

 

-

 

(2,951

)

-

 

-

 

-

 

Gain on sale of other assets

 

 

-

 

-

 

-

 

(1,772

)

-

 

-

 

Other nonrecurring income

 

 

(384

)

-

 

-

 

(500

)

-

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted noninterest income

 

 

$

16,609

 

$

18,574

 

$

18,836

 

$

18,529

 

$

17,852

 

$

18,658

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Noninterest expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Per income statement - GAAP

 

 

$

44,234

 

$

44,374

 

$

39,591

 

$

41,695

 

$

37,970

 

$

39,625

 

Real estate transactions

 

 

-

 

(1,180

)

(1,076

)

(1,633

)

-

 

(30

)

Professional services

 

 

-

 

(1,238

)

(600

)

-

 

-

 

-

 

FISERV conversion costs

 

 

-

 

(159

)

(572

)

(972

)

(1,257

)

(2,697

)

Severance

 

 

-

 

(393

)

(301

)

(390

)

(1

)

(48

)

FDIC special assessment

 

 

-

 

(2,338

)

-

 

-

 

-

 

-

 

Technology write-offs

 

 

-

 

(145

)

-

 

(35

)

-

 

-

 

Prepayment penalty on early extinguishment of debt

 

 

-

 

(60

)

-

 

(659

)

-

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted noninterest expense

 

 

$

44,234

 

$

38,861

 

$

37,042

 

$

38,006

 

$

36,712

 

$

36,850

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other bank information

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Noninterest expense (annualized)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reported

 

 

$

176,936

 

$

177,496

 

$

158,364

 

$

166,780

 

$

151,880

 

$

158,500

 

Adjusted

 

 

176,936

 

155,444

 

148,168

 

152,024

 

146,848

 

147,400

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Efficiency ratio

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reported

 

 

65%

 

70%

 

63%

 

109%

 

58%

 

59%

 

Adjusted

 

 

66%

 

56%

 

53%

 

56%

 

56%

 

55%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pretax, preprovision income (annualized)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reported

 

 

$

96,964

 

$

75,928

 

$

91,460

 

$

(14,136

)

$

108,380

 

$

106,948

 

Adjusted

 

 

91,688

 

120,304

 

129,304

 

119,844

 

113,412

 

118,048

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Return on average assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reported

 

 

0.85%

 

0.31%

 

0.89%

 

(0.36)%

 

1.12%

 

1.32%

 

Adjusted

 

 

0.81%

 

0.83%

 

1.34%

 

1.27%

 

1.18%

 

1.45%

 

 

 

18


-----END PRIVACY-ENHANCED MESSAGE-----