UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period ended September 30, ~~2017~~2020

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For transition period from to

Commission File Number ~~1-34403~~001-34403

TERRITORIAL BANCORP INC.

(Exact Name of Registrant as Specified in Charter)

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

1132 Bishop Street, Suite 2200, Honolulu, Hawaii		96813
(Address of Principal Executive Offices)		(Zip Code)

~~(808)~~ (808) 946-1400

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and formal fiscal year, if changed since last report)

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


Title of each class	Trading symbol	Name of each exchange on which registered
Common stock	TBNK	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐.☐.

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yes ☒ No ☐.☐.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐		Accelerated filer ☒
Non-accelerated filer ☐		~~(Do not check if a smaller~~Smaller reporting ~~company)~~company ☒
~~Smaller reporting company ☐~~		Emerging growth company ☐

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒.☒.

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date: ~~9,880,501~~9,513,867 shares of Common Stock, par value $0.01 per share, were issued and outstanding as of October 31, ~~2017.~~2020.

PART I

~~PART I~~

ITEM 1. FINANCIAL ~~STATEMENTS~~STATEMENTS

TERRITORIAL BANCORP INC. AND SUBSIDIARIES

Consolidated Balance Sheets (Unaudited)

(Dollars in thousands, except share data)

September 30,

December 31,

2017

2016

ASSETS

Cash and cash equivalents

$
38,385

$
61,273

Investment securities available for sale

2,910

—

Investment securities held to maturity, at amortized cost (fair value of $415,112 and $407,922 at September 30, 2017 and December 31, 2016, respectively)

411,657

407,656

Loans held for sale

495

1,601

Loans receivable, net

1,434,753

1,335,987

Federal Home Loan Bank stock, at cost

5,013

4,945

Federal Reserve Bank stock, at cost

3,103

3,095

Accrued interest receivable

4,985

4,732

Premises and equipment, net

5,658

4,327

Bank-owned life insurance

43,976

43,294

Deferred income tax assets, net

7,172

7,905

Prepaid expenses and other assets

4,350

2,747

Total assets

$
1,962,457

$
1,877,562

LIABILITIES AND STOCKHOLDERS’ EQUITY

Liabilities:

Deposits

$
1,571,367

$
1,493,200

Advances from the Federal Home Loan Bank

69,000

69,000

Securities sold under agreements to repurchase

55,000

55,000

Accounts payable and accrued expenses

24,341

23,258

Income taxes payable

1,693

1,616

Advance payments by borrowers for taxes and insurance

3,764

5,702

  Total liabilities

1,725,165

1,647,776

Stockholders’ Equity:

Preferred stock, $.01 par value; authorized 50,000,000 shares, no shares issued or outstanding

—

—

Common stock, $.01 par value; authorized 100,000,000 shares; issued and outstanding 9,855,555 and 9,778,974 shares at September 30, 2017 and December 31, 2016, respectively

99

98

Additional paid-in capital

72,729

71,914

Unearned ESOP shares

(5,505)

(5,872)

Retained earnings

175,286

168,962

Accumulated other comprehensive loss

(5,317)

(5,316)

  Total stockholders’ equity

237,292

229,786

  Total liabilities and stockholders’ equity

$
1,962,457

$
1,877,562


	September 30,		December 31,
	2020		2019
ASSETS
Cash and cash equivalents	$	237,498	$	44,806
Investment securities available for sale, at fair value		3,959		8,628
Investment securities held to maturity, at amortized cost (fair value of $309,471 and $371,305 at September 30, 2020 and December 31, 2019, respectively)		292,528		363,883
Loans held for sale		834		470
Loans receivable, net		1,482,639		1,584,784
Federal Home Loan Bank stock, at cost		8,144		8,723
Federal Reserve Bank stock, at cost		3,145		3,128
Accrued interest receivable		7,214		5,409
Premises and equipment, net		4,937		4,370
Right-of-use asset, net		13,375		11,580
Bank-owned life insurance		45,720		45,113
Deferred income tax assets, net		3,290		2,619
Prepaid expenses and other assets		3,034		2,800
Total assets	$	2,106,317	$	2,086,313

LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Deposits	$	1,662,706	$	1,631,933
Advances from the Federal Home Loan Bank		141,000		156,000
Securities sold under agreements to repurchase		10,000		10,000
Accounts payable and accrued expenses		25,304		23,038
Lease liability		14,130		12,183
Income taxes payable		2,411		2,305
Advance payments by borrowers for taxes and insurance		4,108		6,964
Total liabilities		1,859,659		1,842,423

Commitments and contingencies

Stockholders’ Equity:
Preferred stock, $0.01 par value; authorized 50,000,000 shares, 0 shares issued or outstanding		—		—
Common stock, $0.01 par value; authorized 100,000,000 shares; issued and outstanding 9,513,867 and 9,681,493 shares at September 30, 2020 and December 31, 2019, respectively		95		97
Additional paid-in capital		60,905		65,057
Unearned ESOP shares		(4,037)		(4,404)
Retained earnings		197,562		190,808
Accumulated other comprehensive loss		(7,867)		(7,668)
Total stockholders’ equity		246,658		243,890
Total liabilities and stockholders’ equity	$	2,106,317	$	2,086,313

See accompanying notes to consolidated financial statements.

TERRITORIAL BANCORP INC. AND SUBSIDIARIES

Consolidated Statements of Income (Unaudited)

(Dollars in thousands, except per share data)

Three Months Ended

Nine Months Ended

September 30,

September 30,

2017

2016

2017

2016

Interest income:

Loans

$
13,837

$
13,052

$
40,877

$
38,060

Investment securities

3,169

3,496

9,328

11,121

Other investments

171

121

530

411

Total interest income

17,177

16,669

50,735

49,592

Interest expense:

Deposits

2,033

1,485

5,459

4,363

Advances from the Federal Home Loan Bank

264

259

779

772

Securities sold under agreements to repurchase

221

220

654

656

Total interest expense

2,518

1,964

6,892

5,791

Net interest income

14,659

14,705

43,843

43,801

Provision for loan losses

54

107

2

219

Net interest income after provision for loan losses

14,605

14,598

43,841

43,582

Noninterest income:

Service fees on loan and deposit accounts

427

493

1,490

1,422

Income on bank-owned life insurance

228

240

681

727

Gain on sale of investment securities

150

60

431

250

Gain on sale of loans

28

114

154

304

Other

76

96

234

320

Total noninterest income

909

1,003

2,990

3,023

Noninterest expense:

Salaries and employee benefits

5,201

5,265

15,254

15,947

Occupancy

1,529

1,432

4,439

4,285

Equipment

882

865

2,630

2,683

Federal deposit insurance premiums

152

144

448

596

Other general and administrative expenses

997

939

3,451

3,181

Total noninterest expense

8,761

8,645

26,222

26,692

Income before income taxes

6,753

6,956

20,609

19,913

Income taxes

2,580

2,792

7,814

7,928

Net income

$
4,173

$
4,164

$
12,795

$
11,985

Basic earnings per share

$
0.45

$
0.45

$
1.38

$
1.31

Diluted earnings per share

$
0.44

$
0.44

$
1.34

$
1.28

Cash dividends paid per common share

$
0.30

$
0.18

$
0.70

$
0.54

Basic weighted-average shares outstanding

9,280,018

9,102,837

9,250,537

9,065,892

Diluted weighted-average shares outstanding

9,521,201

9,325,506

9,535,875

9,280,260


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2020		2019		2020		2019
Interest income:
Loans	$	14,628	$	15,864	$	45,310	$	47,475
Investment securities		2,264		2,865		7,654		8,583
Other investments		239		219		753		709
Total interest income		17,131		18,948		53,717		56,767

Interest expense:
Deposits		1,897		3,382		7,385		10,120
Advances from the Federal Home Loan Bank		724		973		2,448		2,425
Securities sold under agreements to repurchase		46		42		137		173
Total interest expense		2,667		4,397		9,970		12,718

Net interest income		14,464		14,551		43,747		44,049
Provision for loan losses		692		111		2,304		65

Net interest income after provision for loan losses		13,772		14,440		41,443		43,984

Noninterest income:
Service fees on loan and deposit accounts		728		504		1,716		1,427
Income on bank-owned life insurance		204		215		607		632
Gain on sale of investment securities		261		123		858		2,910
Gain on sale of loans		321		1,205		987		1,211
Other		63		55		171		635
Total noninterest income		1,577		2,102		4,339		6,815

Noninterest expense:
Salaries and employee benefits		5,346		5,586		16,294		17,002
Occupancy		1,701		1,610		4,972		4,780
Equipment		1,155		1,039		3,439		3,150
Federal deposit insurance premiums		138		1		212		288
Other general and administrative expenses		1,046		1,165		2,978		3,466
Total noninterest expense		9,386		9,401		27,895		28,686

Income before income taxes		5,963		7,141		17,887		22,113
Income taxes		1,645		1,775		4,805		5,163
Net income	$	4,318	$	5,366	$	13,082	$	16,950

Basic earnings per share	$	0.47	$	0.58	$	1.43	$	1.83
Diluted earnings per share	$	0.47	$	0.57	$	1.42	$	1.81
Cash dividends declared per common share	$	0.23	$	0.22	$	0.69	$	0.76
Basic weighted-average shares outstanding		9,104,079		9,212,119		9,144,463		9,184,741
Diluted weighted-average shares outstanding		9,134,089		9,295,729		9,201,882		9,309,420

See accompanying notes to consolidated financial statements.

TERRITORIAL BANCORP INC. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income (Unaudited)

(Dollars in thousands)

Three Months Ended

Nine Months Ended

September 30,

September 30,

2017

2016

2017

2016

Net income

$
4,173

$
4,164

$
12,795

$
11,985

Change in unfunded pension liability

—

—

—

(21)

Change in unrealized loss on securities

12

4

(1)

10

Change in noncredit related loss on trust preferred securities

—

45

—

91

Other comprehensive income (loss), net of tax

12

49

(1)

80

Comprehensive income

$
4,185

$
4,213

$
12,794

$
12,065


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2020		2019		2020		2019
Net income	$	4,318	$	5,366	$	13,082	$	16,950

Change in unrealized (loss) gain on securities, net of tax		(4)		(21)		(199)		588
Other comprehensive (loss) gain, net of tax		(4)		(21)		(199)		588
Comprehensive income	$	4,314	$	5,345	$	12,883	$	17,538

See accompanying notes to consolidated financial statements.

TERRITORIAL BANCORP INC. AND SUBSIDIARIES

Consolidated Statements of Stockholders’ Equity (Unaudited)

(Dollars in thousands, except per share data)


										Accumulated
	Common			Additional		Unearned				Other		Total
	Shares	Common		Paid-in		ESOP		Retained		Comprehensive		Stockholders’
	Outstanding	Stock		Capital		Shares		Earnings		Loss		Equity
Balance at June 30, 2019	9,664,793	$	97	$	64,335	$	(4,649)	$	189,189	$	(7,200)	$	241,772

Net income	—		—		—		—		5,366		—		5,366
Other comprehensive loss	—		—		—		—		—		(21)		(21)
Cash dividends declared ($0.22 per share)	—		—		—		—		(2,035)		—		(2,035)
Share-based compensation	—		—		123		—		—		—		123
Allocation of 12,233 ESOP shares	—		—		227		123		—		—		350
Repurchase of shares of common stock	(11,071)		—		(321)		—		—		—		(321)
Exercise of options for common stock	21,200		—		368		—		—		—		368

Balances at September 30, 2019	9,674,922	$	97	$	64,732	$	(4,526)	$	192,520	$	(7,221)	$	245,602

Balances at December 31, 2018	9,645,955	$	97	$	65,090	$	(4,893)	$	182,594	$	(7,809)	$	235,079

Net income	—		—		—		—		16,950		—		16,950
Other comprehensive income	—		—		—		—		—		588		588
Adoption of lease accounting standard	—		—		—		—		(10)		—		(10)
Cash dividends declared ($0.76 per share)	—		—		—		—		(7,014)		—		(7,014)
Share-based compensation	6,541		—		494		—		—		—		494
Allocation of 36,699 ESOP shares	—		—		661		367		—		—		1,028
Repurchase shares of common stock	(180,944)		(2)		(5,042)		—		—		—		(5,044)
Exercise of options for common stock	203,370		2		3,529		—		—		—		3,531

Balances at September 30, 2019	9,674,922	$	97	$	64,732	$	(4,526)	$	192,520	$	(7,221)	$	245,602

Accumulated

Additional

Unearned

Other

Total

Common

Paid-in

ESOP

Retained

Comprehensive

Stockholders’

Stock

Capital

Shares

Earnings

Income (Loss)

Equity

Balances at December 31, 2015

$
96

$
70,118

$
(6,361)

$
161,024

$
(5,236)

$
219,641

Net income

—

—

—

11,985

—

11,985

Other comprehensive income

—

—

—

—

80

80

Cash dividends paid ($0.54 per share)

—

—

—

(4,938)

—

(4,938)

Share-based compensation

1

1,778

—

—

—

1,779

Allocation of 36,699 ESOP shares

—

612

367

—

—

979

Repurchase of 100,758 shares of company common stock

(1)

(2,724)

—

—

—

(2,725)

Exercise of 93,100 options for common stock

1

1,616

—

—

—

1,617

Balances at September 30, 2016

$
97

$
71,400

$
(5,994)

$
168,071

$
(5,156)

$
228,418

Balances at December 31, 2016

$
98

$
71,914

$
(5,872)

$
168,962

$
(5,316)

$
229,786

Net income

—

—

—

12,795

—

12,795

Other comprehensive loss

—

—

—

—

(1)

(1)

Cash dividends paid ($0.70 per share)

—

—

—

(6,471)

—

(6,471)

Share-based compensation

—

48

—

—

—

48

Allocation of 36,699 ESOP shares

—

777

367

—

—

1,144

Repurchase of 91,456 shares of company common stock

(1)

(2,905)

—

—

—

(2,906)

Exercise of 166,837 options for common stock

2

2,895

—

—

—

2,897

Balances at September 30, 2017

$
99

$
72,729

$
(5,505)

$
175,286

$
(5,317)

$
237,292

Table of Contents

TERRITORIAL BANCORP INC. AND SUBSIDIARIES

Consolidated Statements of Stockholders’ Equity (Unaudited)

(Dollars in thousands, except per share data)


										Accumulated
	Common			Additional		Unearned				Other		Total
	Shares	Common		Paid-in		ESOP		Retained		Comprehensive		Stockholders’
	Outstanding	Stock		Capital		Shares		Earnings		Loss		Equity
Balance at June 30, 2020	9,513,867	$	95	$	60,606	$	(4,159)	$	195,348	$	(7,863)	$	244,027

Net income	—		—		—		—		4,318		—		4,318
Other comprehensive loss	—		—		—		—		—		(4)		(4)
Cash dividends declared ($0.23 per share)	—		—		—		—		(2,104)		—		(2,104)
Share-based compensation	—		—		157		—		—		—		157
Allocation of 12,233 ESOP shares	—		—		142		122		—		—		264

Balances at September 30, 2020	9,513,867	$	95	$	60,905	$	(4,037)	$	197,562	$	(7,867)	$	246,658

Balances at December 31, 2019	9,681,493	$	97	$	65,057	$	(4,404)	$	190,808	$	(7,668)	$	243,890

Net income	—		—		—		—		13,082		—		13,082
Other comprehensive loss	—		—		—		—		—		(199)		(199)
Cash dividends declared ($0.69 per share)	—		—		—		—		(6,328)		—		(6,328)
Share-based compensation	18,875		—		523		—		—		—		523
Allocation of 36,699 ESOP shares	—		—		538		367		—		—		905
Repurchase of shares of common stock	(268,328)		(3)		(6,633)		—		—		—		(6,636)
Exercise of options for common stock	81,827		1		1,420		—		—		—		1,421

Balances at September 30, 2020	9,513,867	$	95	$	60,905	$	(4,037)	$	197,562	$	(7,867)	$	246,658

See accompanying notes to consolidated financial statements.

Table of Contents

TERRITORIAL BANCORP INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows (Unaudited)

(Dollars in thousands)

Nine Months Ended

September 30,

2017

2016

Cash flows from operating activities:

Net income

$
12,795

$
11,985

Adjustments to reconcile net income to net cash from operating activities:

Provision for loan losses

2

219

Depreciation and amortization

816

886

Deferred income tax expense

733

1,041

Amortization of fees, discounts, and premiums

(339)

(604)

Origination of loans held for sale

(19,023)

(39,336)

Proceeds from sales of loans held for sale

20,284

38,844

Gain on sale of loans, net

(154)

(304)

Gain on sale of investment securities held to maturity

(431)

(250)

Net loss on disposal of premises and equipment

25

—

ESOP expense

1,144

979

Share-based compensation expense

48

1,779

Increase in accrued interest receivable

(253)

(66)

Net increase in bank-owned life insurance

(682)

(727)

Net increase in prepaid expenses and other assets

(1,722)

(316)

Net increase in accounts payable and accrued expenses

1,083

1,558

Net decrease in advance payments by borrowers for taxes and insurance

(1,938)

(1,828)

Net (increase) decrease in income taxes receivable

119

(737)

Net increase (decrease) in income taxes payable

77

(444)

Net cash from operating activities

12,584

12,679

Cash flows from investing activities:

Purchases of investment securities held to maturity

(51,894)

(2,523)

Purchases of investment securities available for sale

(2,970)

—

Principal repayments on investment securities held to maturity

40,925

60,077

Principal repayments on investment securities available for sale

50

—

Proceeds from sale of investment securities held to maturity

7,446

3,923

Loan originations, net of principal repayments on loans receivable

(98,468)

(112,498)

Purchases of Federal Home Loan Bank stock

(1,609)

(275)

Proceeds from redemption of Federal Home Loan Bank stock

1,541

120

Purchases of Federal Reserve Bank stock

(8)

(59)

Purchases of premises and equipment

(2,172)

(190)

Net cash from investing activities

(107,159)

(51,425)


	Nine Months Ended
	September 30,
	2020		2019
Cash flows from operating activities:
Net income	$	13,082	$	16,950
Adjustments to reconcile net income to net cash from operating activities:
Provision for loan losses		2,304		65
Depreciation and amortization		899		876
Deferred income tax (benefit) expense		(599)		874
Amortization of fees, discounts, and premiums, net		(228)		(419)
Amortization of right-of-use asset		2,238		2,076
Origination of loans held for sale		(22,605)		(3,845)
Proceeds from sales of loans held for sale		22,822		3,631
Gain on sale of loans, net		(987)		(1,211)
Gain on sale of investment securities available for sale		(290)		(153)
Gain on sale of investment securities held to maturity		(568)		(2,757)
Net gain on disposal of premises and equipment		(4)		—
ESOP expense		905		1,028
Share-based compensation expense		523		494
Increase in accrued interest receivable		(1,805)		(220)
Net increase in bank-owned life insurance		(607)		(631)
Net (increase) decrease in prepaid expenses and other assets		(96)		54
Net increase in accounts payable and accrued expenses		2,080		245
Net decrease in lease liability		(2,146)		(2,000)
Net decrease in advance payments by borrowers for taxes and insurance		(2,856)		(3,087)
Net increase (decrease) in income taxes payable		106		(232)

Net cash from operating activities		12,168		11,738

Cash flows from investing activities:
Purchases of investment securities held to maturity		—		(7,845)
Principal repayments on investment securities held to maturity		71,118		28,043
Principal repayments on investment securities available for sale		1,013		917
Proceeds from sale of investment securities held to maturity		10,429		3,527
Proceeds from sale of investment securities available for sale		3,668		5,117
Principal repayments on loans receivable, net of loan originations		90,780		(47,118)
Purchases of Federal Home Loan Bank stock		(21)		(21,642)
Proceeds from redemption of Federal Home Loan Bank stock		600		19,896
Purchases of Federal Reserve Bank stock		(17)		(14)
Proceeds from bank-owned life insurance		—		788
Purchases of premises and equipment		(1,466)		(383)
Proceeds from disposals of premises and equipment		4		—

Net cash from investing activities		176,108		(18,714)

(Continued)

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TERRITORIAL BANCORP INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows (Unaudited)

(Dollars in thousands)

Nine Months Ended

September 30,

2017

2016

Cash flows from financing activities:

Net increase in deposits

$
78,167

$
19,376

Proceeds from advances from the Federal Home Loan Bank

38,525

3,000

Repayments of advances from the Federal Home Loan Bank

(38,525)

(3,000)

Purchases of Fed Funds

10

10

Sales of Fed Funds

(10)

(10)

Proceeds from exercise of stock options

—

566

Repurchases of common stock

(9)

(1,674)

Cash dividends paid

(6,471)

(4,938)

Net cash from financing activities

71,687

13,330

Net decrease in cash and cash equivalents

(22,888)

(25,416)

Cash and cash equivalents at beginning of the period

61,273

65,919

Cash and cash equivalents at end of the period

$
38,385

$
40,503

Supplemental disclosure of cash flow information:

Cash paid for:

Interest on deposits and borrowings

$
6,698

$
5,770

Income taxes

6,956

8,068

Supplemental disclosure of noncash investing and financing activities:

Company stock acquired through stock swap and net settlement transactions

$
2,897

$
1,051


	Nine Months Ended
	September 30,
	2020		2019
Cash flows from financing activities:
Net increase (decrease) in deposits	$	30,773	$	(23,970)
Proceeds from advances from the Federal Home Loan Bank		—		539,100
Repayments of advances from the Federal Home Loan Bank		(15,000)		(497,400)
Proceeds from securities sold under agreements to repurchase		5,000		—
Repayments of securities sold under agreements to repurchase		(5,000)		(20,000)
Purchases of Fed Funds		10		10
Sales of Fed Funds		(10)		(10)
Proceeds from issuance of common stock		—		170
Repurchases of common stock		(5,000)		(1,597)
Cash dividends paid		(6,357)		(6,980)

Net cash from financing activities		4,416		(10,677)

Net increase (decrease) in cash and cash equivalents		192,692		(17,653)

Cash and cash equivalents at beginning of the period		44,806		47,063

Cash and cash equivalents at end of the period	$	237,498	$	29,410

Supplemental disclosure of cash flow information:
Cash paid for:
Interest on deposits and borrowings	$	10,268	$	12,772
Income taxes		6,208		4,521

Supplemental disclosure of noncash investing and financing activities:
Company stock acquired through stock swap and net settlement transactions	$	1,421	$	3,361
Company stock repurchased through stock swap and net settlement transactions		1,636		3,447
Loans receivable transferred to held for sale		—		29,229
Loans securitized into investment securities		9,431		30,145
Dividends declared, not yet paid		(29)		34
Establishment of right-of-use asset, net of incentives		4,033		13,254
Establishment of lease liability		4,093		13,733
Transfer of securities from held-to-maturity to available-for-sale		—		11,390

See accompanying notes to consolidated financial statements.

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TERRITORIAL BANCORP INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

(1) ~~Basis of Presentation~~Organization

The accompanying unaudited consolidated financial statements of Territorial Bancorp Inc. (the Company) have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. These interim condensed consolidated financial statements and notes should be read in conjunction with the Company’s consolidated financial statements and notes thereto filed as part of the Annual Report on Form 10-K for the year ended December 31, 2016. In the opinion of management, all adjustments necessary for a fair presentation have been made and consist only of normal recurring adjustments. Interim results of operations are not necessarily indicative of results to be expected for the year.

~~(2) Organization~~

~~On July 10,~~ 2009, Territorial Savings Bank (the Bank) completed a conversion from a mutual holding company to a stock holding company. As part of the conversion, Territorial Mutual Holding Company and Territorial Savings Group, Inc., the former holding companies for Territorial Savings Bank, ceased to exist as separate legal entities,company and Territorial Bancorp Inc. (the Company) became the holding company for Territorial Savings Bank. Upon completion of the conversion and reorganization, a special “liquidation account” was established in an amount equal to the total equity of Territorial Mutual Holding Company as of December 31, 2008. The liquidation account is to provide eligible account holders and supplemental eligible account holders who maintain their deposit accounts with Territorial Savings Bank after the conversion with a liquidation interest in the unlikely event of the complete liquidation of Territorial Savings Bank after the conversion. ~~The balance of the liquidation account at December 31, 2016 was $12.2 million.~~

~~On June 25,~~In 2014, Territorial Savings Bank converted from a federal savings bank to a Hawaii state-chartered savings ~~bank. On July 10, 2014, Territorial Savings Bank~~bank and became a member of the Federal Reserve System.

(2) Basis of Presentation

The accompanying unaudited consolidated financial statements of Territorial Bancorp Inc. have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. These unaudited interim condensed consolidated financial statements and notes should be read in conjunction with the Company’s consolidated financial statements and notes thereto filed as part of the Annual Report on Form 10-K for the year ended December 31, 2019. In the opinion of management, all adjustments necessary for a fair presentation have been made and consist only of normal recurring adjustments. Interim results of operations are not necessarily indicative of results to be expected for the year.

(3) Recently Issued Accounting Pronouncements

In ~~May 2014,~~June 2016, the Financial Accounting Standards Board (FASB) amended ~~the Revenue Recognition topic~~various sections of the FASB Accounting Standards Codification (ASC). The amendment seeks to clarify the principles for recognizing revenue as well as to develop common revenue standards for U.S. generally accepted accounting principles and International Financial Reporting Standards. The Company has reviewed all revenue sources to determine if the sources are in scope for this guidance. Net interest income from financial assets and liabilities are explicitly excluded from the scope of the amendment. The Company’s overall assessment of key in-scope revenue sources include service charges on deposit accounts, rental income from safe deposit boxes and commissions on insurance and annuity sales. The guidance is not expected to have a significant impact on the Company’s revenue recognition for these key in-scope revenue sources. The Company plans to adopt this amendment effective January 1, 2018, under the modified retrospective approach with a cumulative effect adjustment to opening retained earnings, if such adjustment is considered to be significant.

In January 2016, the FASB amended the Financial Instruments – Overall topic of the FASB ASC. The amendment addresses several aspects of recognition, measurement, presentation and disclosure of financial instruments. Included are: (a) a requirement to measure equity investments at fair value, with changes in fair value recognized in net income, (b) a simplification of the impairment assessment of equity investments without readily determinable fair values, (c) the elimination of the requirement to disclose the methods and significant assumptions used to estimate the fair value for financial instruments measured at amortized cost on the balance sheet, and (d) a requirement to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes. Since the Company does not own any equity securities subject to the amendment in its investment portfolio, the amendment will not have a significant impact on its consolidated financial statements. The Company will continue to evaluate the effects that the

~~Table of Contents~~

~~use of exit prices will have on its fair value disclosures. The amendment is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years.~~

In February 2016, the FASB amended the Leases topic of the FASB ASC. The primary effects of the amendment will be to recognize lease assets and lease liabilities on the balance sheet and to disclose certain information about leasing arrangements. The amendment is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company has several lease agreements for branch locations and equipment that will require recognition on the consolidated balance sheets upon adoption of the amendment. The Company will continue to evaluate the effects that the adoption of this amendment will have on its consolidated financial statements.

In March 2016, the FASB amended the Compensation – Stock Compensation topic of the FASB ASC. The amendment includes provisions intended to simplify various aspects related to how share-based payments are accounted for and presented in the financial statements. Some of the key provisions of the amendment require companies to record all excess tax benefits and tax deficiencies as income tax benefit or expense in the income statement rather than as an adjustment to additional paid-in capital. In addition, the amendment requires that excess tax benefits should be reported as an operating activity on the statement of cash flows and increases the amount an employer can withhold for taxes for share-based compensation awards. The amendment is effective for annual periods beginning after December 15, 2016. The Company adopted this amendment effective January 1, 2017. The adoption of this amendment has resulted in increased volatility to income tax expense related to excess tax benefits and tax deficiencies for share-based compensation. The amount of tax benefits or deficiencies recognized in income tax expense depends on the number of options exercised and the difference in the stock prices at the exercise and grant dates. For the three and nine months ended September 30, 2017, the Company recognized $150,000 and $541,000, respectively, of tax benefits related to the exercise of stock options.

~~In June 2016, the FASB amended various sections of the FASB ASC~~ related to the accounting for credit losses on financial instruments. The amendment changes the threshold for recognizing losses from a “probable” to an “expected” model. The new model is referred to as the current expected credit loss model and applies to loans, leases, held-to-maturity investments, loan commitments and financial guarantees. The amendment requires the measurement of all expected credit losses for financial assets as of the reporting date (including historical experience, current conditions and reasonable and supportable forecasts) and enhanced disclosures that will help financial statement users understand the estimates and judgments used in estimating credit losses and evaluating the credit quality of an organization’s portfolio. The amendment is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. In November 2019, the FASB issued an update that delays the effective date of the amendment for smaller reporting companies, as defined by the Securities and Exchange Commission, to fiscal years beginning after December 15, 2022. The Company is a smaller reporting company. The Company will apply the amendment’s provisions as a cumulative-effect adjustment to retained earnings at the beginning of the first period the amendment is effective. The Company has formed a team that is working on an implementation plan to adopt the amendment. The implementation plan will include developing policies, procedures and internal controls over the model. The Company is also working with a software vendor to measure expected losses required by the amendment. The Company is currently evaluating the effects that the adoption of this amendment will have on its consolidated financial statements ~~by gathering~~and expects that the ~~information that~~portfolio composition and economic conditions at the time of adoption will influence the accounting adjustment made at the time the amendment is ~~necessary to make~~adopted.

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In August 2018, the ~~calculations required by~~FASB amended the ~~amendment. This may result in increased credit losses on financial instruments recorded~~Fair Value Measurement topic of the FASB ASC. The amendment affects disclosures only, and includes additions, deletions and modifications of the disclosures of assets and liabilities reported in the fair value hierarchy. The amendment is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted. Entities are allowed to early adopt any removed or modified disclosures while delaying adoption of any added disclosures until the effective date. The Company adopted this amendment as of January 1, 2020 and it did not have a material effect on its consolidated financial statements.

In ~~March 2017,~~August 2018, the FASB amended the Compensation – Retirement Benefits topic of the FASB ASC. The amendment ~~requires the service cost component~~affects disclosures related to defined benefit pension or other post retirement plans and includes additions, deletions and clarifications of net benefit cost to be reported in the same line item as other compensation costs arising from employee services. It also requires the other components of net benefit cost to be reported in the income statement separately from the service cost component.disclosures. The amendment is effective for ~~annual periods beginning~~fiscal years ending after December 15, ~~2017, including interim periods within those annual periods.~~2020, with early adoption permitted. The Company ~~has performed a preliminary evaluation and~~ does not expect the adoption of this amendment to have a material effect on its consolidated financial statements.

~~Table~~See Note (6), “Loans Receivable and Allowance for Loan Losses” in our Notes to Consolidated Financial Statements for a change in the treatment of ~~Contents~~

troubled debt restructuring in the CARES Act.

(4) Cash and Cash Equivalents

The table below presents the balances of cash and cash equivalents:



	September 30,		December 31,		September 30,		December 31,
(Dollars in thousands)	2017		2016		2020		2019
Cash and due from banks	$	10,118	$	9,043	$	10,873	$	9,571
Interest-earning deposits in other banks		28,267		52,230		226,625		35,235
Cash and cash equivalents	$	38,385	$	61,273	$	237,498	$	44,806

Interest-earning deposits in other banks consist primarily of deposits at the Federal Reserve Bank of San Francisco.

(5) Investment Securities

The amortized cost and fair values of investment securities are as follows:


	Amortized		Gross Unrealized				Estimated
(Dollars in thousands)	Cost		Gains		Losses		Fair Value
September 30, 2020:
Available-for-sale:
U.S. government-sponsored mortgage-backed securities	$	3,534	$	425	$	—	$	3,959
Total	$	3,534	$	425	$	—	$	3,959

Held-to-maturity:
U.S. government-sponsored mortgage-backed securities	$	292,528	$	16,945	$	(2)	$	309,471
Total	$	292,528	$	16,945	$	(2)	$	309,471

December 31, 2019:
Available-for-sale:
U.S. government-sponsored mortgage-backed securities	$	7,905	$	723	$	—	$	8,628
Total	$	7,905	$	723	$	—	$	8,628

Held-to-maturity:
U.S. government-sponsored mortgage-backed securities	$	363,883	$	8,436	$	(1,014)	$	371,305
Total	$	363,883	$	8,436	$	(1,014)	$	371,305

Amortized

Gross Unrealized

Estimated

(Dollars in thousands)

Cost

Gains

Losses

Fair Value

September 30, 2017:

Available-for-sale:

U.S. government-sponsored mortgage-backed securities

$
2,920

$
—

$
(10)

$
2,910

Total

$
2,920

$
—

$
(10)

$
2,910

Held-to-maturity:

U.S. government-sponsored mortgage-backed securities

$
411,065

$
7,374

$
(4,252)

$
414,187

Trust preferred securities

592

333

—

925

Total

$
411,657

$
7,707

$
(4,252)

$
415,112

December 31, 2016:

Held-to-maturity:

U.S. government-sponsored mortgage-backed securities

$
406,498

$
7,285

$
(7,024)

$
406,759

Trust preferred securities

1,158

5

—

1,163

Total

$
407,656

$
7,290

$
(7,024)

$
407,922

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The amortized cost and estimated fair value of investment securities by maturity date at September 30, ~~2017~~2020 are shown below. Incorporated in the maturity schedule are mortgage-backed ~~and trust preferred~~ securities, which are

~~Table of Contents~~

allocated using the contractual maturity as a basis. Expected maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties.



	Amortized		Estimated		Amortized		Estimated
(Dollars in thousands)	Cost		Fair Value		Cost		Fair Value
Available-for-sale:
Due within 5 years	$	—	$	—	$	0	$	0
Due after 5 years through 10 years		—		—		0		0
Due after 10 years		2,920		2,910		3,534		3,959
Total	$	2,920	$	2,910	$	3,534	$	3,959


Held-to-maturity:
Due within 5 years	$	12	$	13	$	0	$	0
Due after 5 years through 10 years		50		50		62		61
Due after 10 years		411,595		415,049		292,466		309,410
Total	$	411,657	$	415,112	$	292,528	$	309,471

Realized gains and losses and the proceeds from sales of held-to-maturity and available-for-sale securities ~~held to maturity~~ are shown in the table below. ~~All sales~~


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(Dollars in thousands)	2020		2019		2020		2019
Proceeds from sales	$	5,737	$	4,308	$	14,097	$	8,644
Gross gains		261		123		858		2,910
Gross losses		—		—		—		—

During the nine months ended September 30, 2020, the Company sold $9.9 million of held-to-maturity mortgage-backed securities ~~were U.S. government-sponsored~~and recorded a gain of $568,000. During the nine months ended September 30, 2019, the Company sold its $75,000 investment in its trust preferred security, PreTSL XXIII, and recorded a gain of $2.7 million and sold $746,000 of held-to-maturity mortgage-backed ~~securities.~~

Three Months Ended

Nine Months Ended

September 30,

September 30,

(Dollars in thousands)

2017

2016

2017

2016

Proceeds from sales

$
2,393

$
801

$
7,446

$
3,923

Gross gains

150

60

431

250

Gross losses

—

—

—

—

securities and recorded a gain of $40,000. The sale of ~~these~~the trust preferred security, which had a significant deterioration in the issuer’s credit rating, and the sale of the mortgage-backed securities, for which the Company had already collected a substantial portion of the outstanding purchased principal (at least 85%), iswere in accordance with the Investments – Debt and Equity Securities topic of the FASB ASC and ~~does~~do not taint management’s assertion of its intent to hold the remaining securities in the held-to-maturity portfolio to maturity.

During the nine months ended September 30, 2020, the Company sold $3.4 million of available-for-sale mortgage-backed securities and recorded a gain of $290,000. During the nine months ended September 30, 2019, the Company sold $5.0 million of available-for-sale mortgage-backed securities and recorded a gain of $153,000.

As of January 1, 2019, the Company transferred securities with an amortized cost of $11.4 million from held-to-maturity to available-for-sale with the adoption of ASU 2017-12 on derivatives and hedging.

Investment securities with amortized costs of ~~$275.6~~$217.5 million and ~~$239.9~~$188.9 million at September 30, ~~2017~~2020 and December 31, ~~2016,~~2019, respectively, were pledged to secure ~~public~~ deposits made by state and local governments, securities sold under agreements to repurchase and transaction clearing accounts.

Provided below is a summary of investment securities ~~which~~that were in an unrealized loss position at September 30, ~~2017~~2020 and December 31, ~~2016.~~2019. The Company does not intend to sell held-to-maturity and available-for-sale securities

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until such time as the value recovers or the securities mature and it is not more likely than not that the Company will be required to sell the securities prior to recovery of value or the securities mature.



	Less Than 12 Months				12 Months or Longer				Total					Less Than 12 Months				12 Months or Longer				Total
			Unrealized				Unrealized		Number of			Unrealized				Unrealized				Unrealized		Number of			Unrealized
Description of securities	Fair Value		Losses		Fair Value		Losses		Securities	Fair Value		Losses		Fair Value		Losses		Fair Value		Losses		Securities	Fair Value		Losses
(Dollars in thousands)
September 30, 2017:
Available-for-sale:
U.S. government-sponsored mortgage-backed securities	$	2,910	$	10	$	—	$	—	1	$	2,910	$	10

September 30, 2020:
Held-to-maturity:
U.S. government-sponsored mortgage-backed securities	$	117,700	$	1,875	$	67,276	$	2,377	47	$	184,976	$	4,252	$	958	$	(1)	$	4	$	(1)	6	$	962	$	(2)

December 31, 2016:

December 31, 2019:
Held-to-maturity:
U.S. government-sponsored mortgage-backed securities	$	179,741	$	5,599	$	23,402	$	1,425	50	$	203,143	$	7,024	$	55,882	$	(302)	$	34,492	$	(712)	30	$	90,374	$	(1,014)

Mortgage-Backed Securities. The unrealized losses on the Company’s investment in mortgage-backed securities were caused by increases in market interest rates subsequent to purchase. All of the mortgage-backed securities are guaranteed by Freddie Mac or Fannie Mae, which are U.S. government-sponsored enterprises, or Ginnie Mae, which is a U.S. government agency. Since the decline in market value is attributable to changes in interest rates and not credit quality, and the Company does not intend to sell these investments until maturity and it is not more likely than not that the Company will be required to sell such investments prior to recovery of its cost basis, the Company does not consider these investments to be other-than-temporarily impaired as of September 30, ~~2017~~2020 and December 31, ~~2016.~~2019.

~~Trust Preferred Securities~~. At September 30, 2017, the Company owned one trust preferred security, PreTSL XXIII. PreTSL XXIII has an amortized cost and a remaining cost basis of $592,000 at September 30, 2017. The trust preferred security represents an investment in a pool of debt obligations issued primarily by holding companies for Federal Deposit Insurance Corporation-insured financial institutions. This security is classified in the Company’s held-to-maturity investment portfolio.

The trust preferred securities market is considered to be inactive as only six transactions have occurred over the past 69 months in the same tranche of securities that we own and no new issuances of pooled trust preferred securities have occurred since 2007. We used a discounted cash flow model to determine whether this security is other-than-temporarily impaired. The assumptions used in preparing the discounted cash flow model include the following: estimated discount rates, estimated deferral and default rates on collateral, and estimated cash flows.

~~Based on the Company’s review, the Company’s investment in PreTSL XXIII did not incur additional impairment during~~During the nine months ended September 30, ~~2017~~2020, the Company securitized fixed-rate first mortgage loans with a book value of $9.4 million into Freddie Mac mortgage-backed securities to increase liquidity. The securitization transaction increased investment securities and ~~there is no accumulated other comprehensive loss related to noncredit factors.~~

~~It is reasonably possible that~~lowered loans receivable. The securitization transaction was accounted for by recording the mortgage-backed securities at a fair value of $9.8 million in accordance with the ~~trust preferred security could decline~~Transfers and Servicing topic of the FASB ASC. Mortgage servicing assets of $78,000 were also recorded on the transaction and a net gain of $377,000 was recognized on the securitization and recorded in gain on sale of loans in the near term if the overall economy and the financial condition of some of the issuers deteriorate further and the liquidity of this security remains low. As a result, there is a risk that the Company’s remaining cost basis of $592,000 on the trust preferred security could be credit-related other-than-temporarily impaired in the near term. The impairment, if any, could be material to the Company’s consolidated statements of income.

~~Table of Contents~~

~~The table below provides a cumulative roll forward of credit losses recognized in earnings for debt securities held and not intended to be sold:~~

Nine Months Ended September 30,

(Dollars in thousands)

2017

2016

Balance at the beginning of the period

$
2,403

$
2,403

Credit losses on debt securities for which other-than-temporary impairment was not previously recognized

—

—

Credit losses on debt securities which were sold

—

—

Balance at the end of the period

$
2,403

$
2,403

~~The table below shows the components of accumulated other comprehensive loss, net of taxes, resulting from other-than-temporarily impaired securities:~~

September 30,

(Dollars in thousands)

2017

2016

Noncredit losses on other-than-temporarily impaired securities, net of taxes

$
—

$
56

(6) Loans Receivable and Allowance for Loan Losses

The components of loans receivable are as follows:


	September 30,		December 31,

					September 30,		December 31,
(Dollars in thousands)	2017		2016		2020		2019
Real estate loans:
First mortgages:
One- to four-family residential	$	1,390,037	$	1,289,364	$	1,436,900	$	1,536,781
Multi-family residential		9,334		9,551		8,897		9,965
Construction, commercial and other		22,490		23,346		22,250		23,382
Home equity loans and lines of credit		13,474		14,805		9,704		10,084
Total real estate loans		1,435,335		1,337,066		1,477,751		1,580,212
Other loans:
Loans on deposit accounts		285		204		272		235
Consumer and other loans		4,798		4,360		11,475		9,484
Total other loans		5,083		4,564		11,747		9,719
Less:
Net unearned fees and discounts		(3,166)		(3,191)		(1,917)		(2,435)
Allowance for loan losses		(2,499)		(2,452)		(4,942)		(2,712)
Total unearned fees, discounts and allowance for loan losses		(5,665)		(5,643)		(6,859)		(5,147)
Loans receivable, net	$	1,434,753	$	1,335,987	$	1,482,639	$	1,584,784

1211

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The table below presents the activity in the allowance for loan losses by portfolio segment:



			Construction,		Home										Construction,		Home
			Commercial		Equity										Commercial		Equity
			and Other		Loans and										and Other		Loans and
	Residential		Mortgage		Lines of		Consumer						Residential		Mortgage		Lines of		Consumer
(Dollars in thousands)	Mortgage		Loans		Credit		and Other		Unallocated		Totals		Mortgage		Loans		Credit		and Other		Unallocated		Totals
Three months ended September 30, 2017:
Three months ended September 30, 2020:
Balance, beginning of period	$	1,602	$	556	$	1	$	53	$	245	$	2,457	$	3,020	$	459	$	1	$	197	$	579	$	4,256
Provision (reversal of provision) for loan losses		30		16		—		18		(10)		54		988		(2)		—		(21)		(273)		692
		1,632		572		1		71		235		2,511
														4,008		457		1		176		306		4,948
Charge-offs		—		—		—		(12)		—		(12)		—		—		—		(6)		—		(6)
Recoveries		—		—		—		—		—		—		—		—		—		—		—		—
Net charge-offs		—		—		—		(12)		—		(12)		—		—		—		(6)		—		(6)
Balance, end of period	$	1,632	$	572	$	1	$	59	$	235	$	2,499	$	4,008	$	457	$	1	$	170	$	306	$	4,942

Nine months ended September 30, 2017:

Nine months ended September 30, 2020:
Balance, beginning of period	$	1,594	$	519	$	2	$	115	$	222	$	2,452	$	1,741	$	511	$	1	$	54	$	405	$	2,712
Provision (reversal of provision) for loan losses		(26)		53		(1)		(37)		13		2		2,267		(54)		(10)		200		(99)		2,304
		1,568		572		1		78		235		2,454
														4,008		457		(9)		254		306		5,016
Charge-offs		(11)		—		—		(24)		—		(35)		—		—		—		(86)		—		(86)
Recoveries		75		—		—		5		—		80		—		—		10		2		—		12
Net recoveries (charge-offs)		64		—		—		(19)		—		45		—		—		10		(84)		—		(74)
Balance, end of period	$	1,632	$	572	$	1	$	59	$	235	$	2,499	$	4,008	$	457	$	1	$	170	$	306	$	4,942



			Construction,		Home										Construction,		Home
			Commercial		Equity										Commercial		Equity
			and Other		Loans and										and Other		Loans and
	Residential		Mortgage		Lines of		Consumer						Residential		Mortgage		Lines of		Consumer
(Dollars in thousands)	Mortgage		Loans		Credit		and Other		Unallocated		Totals		Mortgage		Loans		Credit		and Other		Unallocated		Totals
Three months ended September 30, 2016:
Three months ended September 30, 2019:
Balance, beginning of period	$	1,444	$	567	$	3	$	56	$	206	$	2,276	$	1,769	$	411	$	1	$	44	$	391	$	2,616
Provision (reversal of provision) for loan losses		133		(87)		(1)		54		8		107
		1,577		480		2		110		214		2,383
(Reversal of provision) provision for loan losses														(11)		90		—		15		17		111
														1,758		501		1		59		408		2,727
Charge-offs		(33)		—		—		(5)		—		(38)		—		—		—		(5)		—		(5)
Recoveries		15		—		—		2		—		17		—		—		—		2		—		2
Net charge-offs		(18)		—		—		(3)		—		(21)		—		—		—		(3)		—		(3)
Balance, end of period	$	1,559	$	480	$	2	$	107	$	214	$	2,362	$	1,758	$	501	$	1	$	56	$	408	$	2,724

Nine months ended September 30, 2016:

Nine months ended September 30, 2019:
Balance, beginning of period	$	1,380	$	517	$	3	$	72	$	194	$	2,166	$	1,797	$	443	$	1	$	47	$	354	$	2,642
Provision (reversal of provision) for loan losses		190		(37)		(1)		47		20		219
		1,570		480		2		119		214		2,385
(Reversal of provision) provision for loan losses														(57)		58		—		10		54		65
														1,740		501		1		57		408		2,707
Charge-offs		(33)		—		—		(23)		—		(56)		—		—		—		(21)		—		(21)
Recoveries		22		—		—		11		—		33		18		—		—		20		—		38
Net charge-offs		(11)		—		—		(12)		—		(23)
Net recoveries (charge-offs)														18		—		—		(1)		—		17
Balance, end of period	$	1,559	$	480	$	2	$	107	$	214	$	2,362	$	1,758	$	501	$	1	$	56	$	408	$	2,724

In 2016, the Company changed the look-back period that is used to calculate the historical loss rates from five to seven years. The look-back period was extended to seven years because the longer look-back period is considered to be more representative of an entire economic cycle. The seven year look-back period includes loan charge-offs and recoveries related to the recession and the subsequent economic recovery. The change in the look-back period did not have a material effect on the allowance for loan losses.

~~Table of Contents~~

Management considers the allowance for loan losses at September 30, ~~2017~~2020 to be at an appropriate level to provide for probable losses that can be reasonably estimated based on general and specific conditions at that date. While the Company uses the best information it has available to make evaluations, future adjustments to the allowance may be necessary if conditions differ substantially from the information used in making the evaluations. To the extent actual outcomes differ from the estimates, additional provisions for credit losses may be required that would reduce future earnings. In addition, as an integral part of their examination process, the bank regulators periodically review the allowance for loan losses and may require the Company to increase the allowance based on their analysis of information available at the time of their examination.

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The loan loss provision for the nine months ended September 30, 2020 was $2.3 million compared to $65,000 for the nine months ended September 30, 2019. The increase in the loan loss provision occurred primarily from an increase in the qualitative factors used to calculate the allowance for loan losses. The qualitative factors increased because Hawaii’s unemployment rate increased due to layoffs that resulted from government mandates to minimize the spread of COVID-19.

The table below presents the balance in the allowance for loan losses and the recorded investment in loans by portfolio segment and based on impairment method:



			Construction,		Home										Construction,		Home
			Commercial		Equity										Commercial		Equity
			and Other		Loans and										and Other		Loans and
	Residential		Mortgage		Lines of		Consumer						Residential		Mortgage		Lines of		Consumer
(Dollars in thousands)	Mortgage		Loans		Credit		and Other		Unallocated		Totals		Mortgage		Loans		Credit		and Other		Unallocated		Totals
September 30, 2017:
September 30, 2020:
Allowance for loan losses:
Ending allowance balance:
Individually evaluated for impairment	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Collectively evaluated for impairment		1,632		572		1		59		235		2,499		4,008		457		1		170		306		4,942
Total ending allowance balance	$	1,632	$	572	$	1	$	59	$	235	$	2,499	$	4,008	$	457	$	1	$	170	$	306	$	4,942


Loans:
Ending loan balance:
Individually evaluated for impairment	$	4,099	$	—	$	170	$	—	$	—	$	4,269	$	2,732	$	—	$	23	$	—	$	—	$	2,755
Collectively evaluated for impairment		1,392,170		22,405		13,310		5,098		—		1,432,983		1,441,193		22,191		9,682		11,760		—		1,484,826
Total ending loan balance	$	1,396,269	$	22,405	$	13,480	$	5,098	$	—	$	1,437,252	$	1,443,925	$	22,191	$	9,705	$	11,760	$	—	$	1,487,581

December 31, 2016:

December 31, 2019:
Allowance for loan losses:
Ending allowance balance:
Individually evaluated for impairment	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Collectively evaluated for impairment		1,594		519		2		115		222		2,452		1,741		511		1		54		405		2,712
Total ending allowance balance	$	1,594	$	519	$	2	$	115	$	222	$	2,452	$	1,741	$	511	$	1	$	54	$	405	$	2,712


Loans:
Ending loan balance:
Individually evaluated for impairment	$	5,587	$	—	$	156	$	1	$	—	$	5,744	$	1,224	$	—	$	89	$	—	$	—	$	1,313
Collectively evaluated for impairment		1,290,209		23,256		14,656		4,574		—		1,332,695		1,543,125		23,326		9,997		9,735		—		1,586,183
Total ending loan balance	$	1,295,796	$	23,256	$	14,812	$	4,575	$	—	$	1,338,439	$	1,544,349	$	23,326	$	10,086	$	9,735	$	—	$	1,587,496

~~Table of Contents~~

The table below presents the balance of impaired loans individually evaluated for impairment by class of loans:


			Unpaid
	Recorded		Principal
(Dollars in thousands)	Investment		Balance
September 30, 2020:
With no related allowance recorded:
One- to four-family residential mortgages	$	2,732	$	3,164
Home equity loans and lines of credit		23		32
Total	$	2,755	$	3,196

December 31, 2019:
With no related allowance recorded:
One- to four-family residential mortgages	$	1,224	$	1,615
Home equity loans and lines of credit		89		178
Total	$	1,313	$	1,793

Unpaid

Recorded

Principal

(Dollars in thousands)

Investment

Balance

September 30, 2017:

With no related allowance recorded:

One- to four-family residential mortgages

$
4,099

$
4,976

Home equity loans and lines of credit

170

229

Total

$
4,269

$
5,205

December 31, 2016:

With no related allowance recorded:

One- to four-family residential mortgages

$
5,587

$
6,469

Home equity loans and lines of credit

156

204

Consumer and other

1

1

Total

$
5,744

$
6,674

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The table below presents the average recorded investment and interest income recognized on impaired loans by class of loans:



	For the Three Months Ended				For the Nine Months Ended				For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,				September 30,				September 30,
	Average		Interest		Average		Interest		Average		Interest		Average		Interest
	Recorded		Income		Recorded		Income		Recorded		Income		Recorded		Income
(Dollars in thousands)	Investment		Recognized		Investment		Recognized		Investment		Recognized		Investment		Recognized
2017:
2020:
With no related allowance recorded:
One- to four-family residential mortgages	$	4,135	$	13	$	4,203	$	43	$	2,745	$	8	$	2,770	$	25
Home equity loans and lines of credit		172		—		177		—		24		—		25		—
Total	$	4,307	$	13	$	4,380	$	43	$	2,769	$	8	$	2,795	$	25

2016:

2019:
With no related allowance recorded:
One- to four-family residential mortgages	$	5,936	$	19	$	6,000	$	57	$	1,364	$	8	$	1,391	$	25
Home equity loans and lines of credit		162		—		163		—		96		—		100		—
Total	$	6,098	$	19	$	6,163	$	57	$	1,460	$	8	$	1,491	$	25

There were no0 loans individually evaluated for impairment with a related allowance for loan loss as of September 30, ~~2017~~2020 or December 31, ~~2016.~~2019. Loans individually evaluated for impairment do not have an allocated allowance for loan loss because they ~~were~~are written down to fair value at the time of impairment.

The Company had 8 nonaccrual loans with a book value of $2.2 million as of September 30, 2020 and 6 nonaccrual loans with a book value of $736,000 as of December 31, 2019. The Company collected interest on nonaccrual loans of $40,000 and $51,000 during the nine months ended September 30, 2020 and 2019, respectively, but due to accounting and regulatory requirements, the Company recorded the interest as a reduction of principal. The Company would have recognized additional interest income of $68,000 and $51,000 during the nine months ended September 30, 2020 and 2019, respectively, had the loans been accruing interest. The Company did not have any loans 90 days or more past due and still accruing interest as of September 30, 2020. At December 31, 2019, the Company had 1 loan for $1,000 that was 90 days or more past due and still accruing interest.

1514

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The table below presents the aging of loans and accrual status by class of ~~loans:~~loans, net of unearned fees and discounts:



															Loans																Loans
															More Than																90 Days
															90 Days																or More
	30 - 59		60 - 89		90 Days or										Past Due		30 - 59		60 - 89		90 Days or										Past Due
	Days Past		Days Past		Greater		Total Past		Loans Not		Total		Nonaccrual		and Still		Days Past		Days Past		More		Total Past		Loans Not		Total		Nonaccrual		and Still
(Dollars in thousands)	Due		Due		Past Due		Due		Past Due		Loans		Loans		Accruing		Due		Due		Past Due		Due		Past Due		Loans		Loans		Accruing
September 30, 2017:
September 30, 2020:
One- to four-family residential mortgages	$	438	$	—	$	652	$	1,090	$	1,385,864	$	1,386,954	$	3,179	$	—	$	—	$	140	$	122	$	262	$	1,434,781	$	1,435,043	$	2,163	$	—
Multi-family residential mortgages		—		—		—		—		9,315		9,315		—		—		—		—		—		—		8,882		8,882		—		—
Construction, commercial and other mortgages		—		—		—		—		22,405		22,405		—		—		—		—		—		—		22,191		22,191		—		—
Home equity loans and lines of credit		—		—		41		41		13,439		13,480		170		—		—		23		—		23		9,682		9,705		23		—
Loans on deposit accounts		—		—		—		—		285		285		—		—		—		—		—		—		272		272		—		—
Consumer and other		1		3		—		4		4,809		4,813		—		—		6		—		—		6		11,482		11,488		—		—


Total	$	439	$	3	$	693	$	1,135	$	1,436,117	$	1,437,252	$	3,349	$	—	$	6	$	163	$	122	$	291	$	1,487,290	$	1,487,581	$	2,186	$	—

December 31, 2016:

December 31, 2019:
One- to four-family residential mortgages	$	185	$	133	$	1,358	$	1,676	$	1,284,590	$	1,286,266	$	4,402	$	—	$	—	$	959	$	—	$	959	$	1,533,446	$	1,534,405	$	647	$	—
Multi-family residential mortgages		—		—		—		—		9,530		9,530		—		—		—		—		—		—		9,944		9,944		—		—
Construction, commercial and other mortgages		—		—		—		—		23,256		23,256		—		—		—		—		—		—		23,326		23,326		—		—
Home equity loans and lines of credit		16		35		49		100		14,712		14,812		156		—		—		26		—		26		10,060		10,086		89		—
Loans on deposit accounts		—		—		—		—		204		204		—		—		—		—		—		—		235		235		—		—
Consumer and other		3		—		1		4		4,367		4,371		1		—		33		1		1		35		9,465		9,500		—		1


Total	$	204	$	168	$	1,408	$	1,780	$	1,336,659	$	1,338,439	$	4,559	$	—	$	33	$	986	$	1	$	1,020	$	1,586,476	$	1,587,496	$	736	$	1

The Company primarily uses the aging of loans and accrual status to monitor the credit quality of its loan portfolio. When a mortgage loan becomes seriously delinquent ~~(90~~(90 days or more contractually past due), it displays weaknesses that may result in a loss. As a loan becomes more delinquent, the likelihood of the borrower repaying the loan decreases and the loan becomes more collateral-dependent. A mortgage loan becomes collateral-dependent when the proceeds for repayment can be expected to come only from the sale or operation of the collateral and not from borrower repayments. Generally, appraisals are obtained after a loan becomes collateral-dependent or is four months delinquent. The carrying value of collateral-dependent loans is adjusted to the fair value of the collateral less selling costs. Any commercial real estate, commercial, construction or equity loan that has a loan balance in excess of a specified amount is also periodically reviewed to determine whether the loan exhibits any weaknesses and is performing in accordance with its contractual terms.

The Company had 16 nonaccrual loans with a book value of $3.3 million at September 30, 2017 and 19 nonaccrual loans with a book value of $4.6 million as of December 31, 2016. The Company collected interest on nonaccrual loans of $137,000 and $149,000 during the nine months ended September 30, 2017 and 2016, respectively, but due to regulatory requirements, the Company recorded the interest as a reduction of principal. The Company would have recognized additional interest income of $169,000 and $211,000 during the nine months ended September 30, 2017 and 2016, had the loans been accruing interest. The Company did not have any loans more than 90 days past due and still accruing interest as of September 30, 2017 and December 31, 2016.

There were no0 loans modified in a troubled debt restructuring during the nine months ended September 30, ~~2017~~2020 or ~~2016.~~2019. There were no0 new troubled debt restructurings within the ~~past~~ 12 months ended September 30, 2020 or 2019 that subsequently defaulted.

1615

Table of Contents

The table below summarizes troubled debt restructurings by class of loans:



	Number of		Accrual		Number of		Nonaccrual				Number of		Accrual		Number of		Nonaccrual
(Dollars in thousands)	Loans		Status		Loans		Status		Total		Loans		Status		Loans		Status		Total
September 30, 2017:
September 30, 2020:
One- to four-family residential mortgages												3	$	568		2	$	481	$	1,049
Total												3	$	568		2	$	481	$	1,049

December 31, 2019:
One- to four-family residential mortgages		4	$	920		5	$	1,097	$	2,017		3	$	577		2	$	525	$	1,102
Home equity loans and lines of credit		—		—		1		96		96		—		—		1		64		64
Total		4	$	920		6	$	1,193	$	2,113		3	$	577		3	$	589	$	1,166

December 31, 2016:
One- to four-family residential mortgages		5	$	1,185		7	$	1,629	$	2,814
Home equity loans and lines of credit		—		—		1		107		107
Total		5	$	1,185		8	$	1,736	$	2,921

~~One of the restructured loans, for $149,000, was more than 149 days~~There were 0 delinquent ~~and not accruing interest~~troubled debt restructurings as of September 30, ~~2017 and~~2020 or December 31, ~~2016.~~2019. Restructurings include deferrals of interest and/or principal payments and temporary or permanent reductions in interest rates due to the financial difficulties of the borrowers. At September 30, ~~2017,~~2020, we had no0 commitments to lend any additional funds to these borrowers.

The Coronavirus Aid, Relief, and Economic Security (CARES) Act was passed by Congress and signed into law by the President on March 27, 2020. The CARES Act provides relief to financial institutions from categorizing eligible loan modifications as troubled debt restructurings over the remaining life of the modified loan. In addition, Interagency Statements were issued on March 22, 2020 and April 7, 2020 by bank regulatory agencies to encourage financial institutions to work prudently with borrowers who may be unable to meet their contractual payment obligations because of the effects of COVID-19. The Company will be using the provisions of the CARES Act and the Interagency Statements to account for the loans receiving modifications.

The Company has granted loan deferrals to borrowers who have been affected by COVID-19. As of September 30, 2020, the Company granted loan deferrals on $146.2 million of loans, which represent 9.9% of total loans receivable. $140.9 million of these loan deferrals consist of one- to four-family residential mortgage loans, which represent 9.5% of the total loans receivable. The Company believes these loans are currently well secured as the ratio of the current loan balance to the current tax-assessed value of the property securing these mortgage loans averages 54.9%. One- to four-family residential mortgage loans represent 96.9% of the Company’s total loan portfolio balance. All of our residential mortgage loans are secured by real estate in Hawaii. The Company believes that the total one- to four-family residential mortgage loans are also well-secured as the ratio of the current loan balance to the current tax-assessed value of the property securing these loans averages 45.5%. The Company has also granted loan deferrals of $5.3 million on other non-residential mortgage loans, which represent 0.4% of the total balance of loans receivable. The loans on which the Company has granted loan deferrals are included in the ALLL calculation. Loans performing under a loan deferral agreement are not contractually past due and are excluded from the past due statistics above.

The Company had no0 real estate owned as of September 30, ~~2017~~2020 or December 31, ~~2016.~~2019. There were ~~three one- to four-family residential mortgage~~0 loans ~~totaling $652,000 and one home equity loan for $41,000~~ in the process of foreclosure ~~as of~~at September 30, ~~2017,~~2020 and ~~four one- to four-family residential mortgage loans totaling $702,000 in the process of foreclosure as of~~ December 31, ~~2016.~~ 2019.

Nearly all of our real estate loans are collateralized by real estate located in the State of Hawaii. Loan-to-value ratios on these real estate loans generally do not exceed 80% at the time of origination.

During the nine months ended September 30, ~~2017~~2020 and ~~2016,~~2019, the Company sold ~~$20.3 million and $38.6 million, respectively, of~~ mortgage loans held for sale with principal balances of $22.3 million and $3.6 million, respectively, and recognized gains of ~~$154,000~~$610,000 and ~~$304,000,~~$18,000, respectively. The Company had ~~one~~2 loans held for sale totaling $834,000 at September 30, 2020 and 1 loan held for sale for ~~$495,000 at September 30, 2017 and five loans held for sale totaling $1.6 million~~$470,000 at December 31, ~~2016.~~2019.

During the nine months ended September 30, 2020, the Company securitized fixed-rate first mortgage loans with a book value of $9.4 million and received mortgage-backed securities with a fair market value of $9.8 million. The

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Company retained the servicing of these loans and recorded mortgage servicing assets with a fair market value of $78,000. A net gain of $377,000 was recognized on the transaction.

The Company serviced loans for others with principal balances of ~~$37.5~~$62.7 million at September 30, ~~2017~~2020 and ~~$41.5~~$65.1 million at December 31, ~~2016.~~2019. Of these amounts, ~~$2.0~~$40.1 million and ~~$2.2~~$37.8 million of loan balances relate to securitizations for which the Company continues to hold the related mortgage-backed securities at September 30, ~~2017~~2020 and December 31, ~~2016,~~2019, respectively. The amount of contractually specified servicing fees earned for the ~~nine-month periods~~nine months ended September 30, ~~2017~~2020 and ~~2016~~2019 was ~~$80,000~~$134,000 and ~~$99,000,~~$71,000, respectively. The amount of contractually specified servicing fees earned for the ~~three-month periods~~three months ended September 30, ~~2017~~2020 and ~~2016~~2019 was ~~$26,000~~$43,000 and $31,000, respectively. The fees are reported in service fees on loan and deposit accounts in the consolidated statements of income.

~~Table of Contents~~

(7) Securities Sold Under Agreements to Repurchase

Securities sold under agreements to repurchase are treated as financings and the obligations to repurchase the identical securities sold are reflected as a liability with the securities collateralizing the agreements classified as an asset. Securities sold under agreements to repurchase are summarized as follows:



	September 30, 2017				December 31, 2016				September 30, 2020				December 31, 2019
			Weighted				Weighted				Weighted				Weighted
	Repurchase		Average		Repurchase		Average		Repurchase		Average		Repurchase		Average
(Dollars in thousands)	Liability		Rate		Liability		Rate		Liability		Rate		Liability		Rate
Maturing:
1 year or less	$	25,000	1.46	%	$	25,000	1.46	%	$	—	—	%	$	5,000	1.65	%
Over 1 year to 2 years		20,000	1.66			—	—
Over 2 years to 3 years		10,000	1.65			25,000	1.66
Over 3 years to 4 years		—	—			5,000	1.65
Over 4 year to 5 years										10,000	1.81			5,000	1.88
Total	$	55,000	1.57	%	$	55,000	1.57	%	$	10,000	1.81	%	$	10,000	1.77	%

Below is a summary comparing the carrying value and fair value of securities pledged to secure repurchase agreements, the repurchase liability, and the amount at risk at September 30, ~~2017.~~2020. The amount at risk is the greater of the carrying value or fair value over the repurchase liability and refers to the potential loss to the Company if the secured lender fails to return the security at the maturity date of the agreement. All the agreements to repurchase are with JP Morgan Securities and the securities pledged are mortgage-backed securities issued and guaranteed by U.S. government-sponsored enterprises. The repurchase liability cannot exceed 90% of the fair value of securities pledged. In the event of a decline in the fair value of securities pledged to less than the required amount due to market conditions or principal repayments, the Company is obligated to pledge additional securities or other suitable collateral to cure the deficiency.

Weighted

Weighted

Carrying

Fair

Average

Carrying

Fair

Average

Value of

Repurchase

Amount

Months to

Value of

Repurchase

Amount

Months to

(Dollars in thousands)

Securities

Liability

at Risk

Maturity

Securities

Liability

at Risk

Maturity

Maturing:

Over 90 days

61,372

61,614

55,000

6,614

10,001

10,994

10,000

994

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(8) Offsetting of Financial Liabilities

~~Securities~~The following table presents our securities sold under agreements to repurchase that are subject to a right of offset in the event of default. See ~~note~~Note 7, Securities Sold Under Agreements to Repurchase, for additional information.



					Net Amount of		Gross Amount Not Offset in the										Net Amount of		Gross Amount Not Offset in the
	Gross Amount		Gross Amount		Liabilities		Balance Sheet						Gross Amount		Gross Amount		Liabilities		Balance Sheet
	of Recognized		Offset in the		Presented in the		Financial		Cash Collateral				of Recognized		Offset in the		Presented in the		Financial		Cash Collateral
(Dollars in thousands)	Liabilities		Balance Sheet		Balance Sheet		Instruments		Pledged		Net Amount		Liabilities		Balance Sheet		Balance Sheet		Instruments		Pledged		Net Amount
September 30, 2017:
September 30, 2020:
Securities sold under agreements to repurchase	$	55,000	$	—	$	55,000	$	55,000	$	—	$	—	$	10,000	$	—	$	10,000	$	10,000	$	—	$	—

December 31, 2016:

December 31, 2019:
Securities sold under agreements to repurchase	$	55,000	$	—	$	55,000	$	55,000	$	—	$	—	$	10,000	$	—	$	10,000	$	10,000	$	—	$	—

(9) Employee Benefit Plans

The Company has a noncontributory defined benefit pension plan (Pension Plan) that covers most employees with at least one year of service. Effective December 31, 2008, under approved changes to the Pension Plan, there were no further accruals of benefits for any participants and benefits will not increase with any additional years of service. Net periodic benefit cost, subsequent to December 31, 2008, has not been significant and is not disclosed in the table below.

~~Table of Contents~~

The Company also sponsors a Supplemental Employee Retirement Plan (SERP), a noncontributory supplemental retirement benefit plan, which covers certain current and former employees of the Company for amounts in addition to those provided under the Pension Plan.

The components of net periodic benefit cost were as follows:



	SERP				SERP				SERP				SERP
	Three Months Ended				Nine Months Ended				Three Months Ended				Nine Months Ended
	September 30,				September 30,				September 30,				September 30,
(Dollars in thousands)	2017		2016		2017		2016		2020		2019		2020		2019
Net periodic benefit cost for the period:
Service cost	$	19	$	15	$	39	$	44	$	22	$	26	$	66	$	77
Interest cost		34		32		104		98		43		41		130		122
Expected return on plan assets		—		—		—		—		—		—		—		—
Amortization of prior service cost		—		—		—		—		—		—		—		—
Recognized actuarial loss		—		—		—		—		—		—		—		—
Recognized curtailment loss		—		—		—		—		—		—		—		—
Net periodic benefit cost	$	53	$	47	$	143	$	142	$	65	$	67	$	196	$	199

The service cost component of net periodic benefit cost is included with salaries and employee benefits in the consolidated statements of income. The other components of net periodic benefit cost are included in other general and administrative expenses.

(10) Employee Stock Ownership Plan

Effective January 1, 2009, Territorial Savings Bank adopted an Employee Stock Ownership Plan (ESOP) for eligible employees. The ESOP borrowed ~~$9.8~~$9.8 million from the Company and used those funds to acquire 978,650 shares, or 8%, of the total number of shares issued by the Company in its initial public offering. The shares were acquired at a price of ~~$10.00~~$10.00 per share.

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The loan is secured by the shares purchased with the loan proceeds and will be repaid by the ESOP over the 20-year term of the loan with funds from Territorial Savings Bank’s contributions to the ESOP and dividends payable on the shares. The interest rate on the ESOP loan is an adjustable rate equal to the prime rate, as published in The Wall Street ~~Journal.~~Journal. The interest rate adjusts annually and will be the prime rate on the first business day of the calendar year.

Shares purchased by the ESOP are held by a trustee in an unallocated suspense account, and shares are released annually from the suspense account on a pro-rata basis as principal and interest payments are made by the ESOP to the Company. The trustee allocates the shares released among participants on the basis of each participant’s proportional share of compensation relative to all participants. As shares are committed to be released from the suspense account, Territorial Savings Bank reports compensation expense based on the average fair value of shares released with a corresponding credit to stockholders’ equity. The shares committed to be released are considered outstanding for earnings per share computations. Compensation expense recognized for the three months ended September 30, ~~2017~~2020 and ~~2016~~2019 amounted to ~~$298,000~~$264,000 and ~~$283,000,~~$350,000, respectively. Compensation expense recognized for the nine months ended September 30, ~~2017~~2020 and ~~2016~~2019 amounted to ~~$923,000~~$905,000 and ~~$804,000,~~$1.0 million, respectively.

Shares held by the ESOP trust were as follows:



	September 30,		December 31,		September 30,		December 31,
	2017		2016		2020		2019
Allocated shares		392,351		372,997		495,070		466,807
Unearned shares		550,494		587,193		403,698		440,397
Total ESOP shares		942,845		960,190		898,768		907,204
Fair value of unearned shares, in thousands	$	17,379	$	19,283	$	8,167	$	13,626

The ESOP restoration plan is a nonqualified plan that provides supplemental benefits to certain executives who are prevented from receiving the full benefits contemplated by the ESOP’s benefit formula. The supplemental cash payments consist of payments representing shares that cannot be allocated to the participants under the ESOP due to IRS

~~Table of Contents~~

limitations imposed on tax-qualified plans. We accrue for these benefits over the period during which employees provide services to earn these benefits. For the three months ended September 30, ~~2017~~2020 and ~~2016,~~2019, we accrued ~~$97,000~~$5,000 and ~~$122,000,~~$67,000, respectively, for the ESOP restoration plan. For the nine months ended September 30, ~~2017~~2020 and ~~2016,~~2019, we accrued ~~$161,000~~$79,000 and ~~$244,000,~~$246,000, respectively, for the ESOP restoration plan.

(11) Share-Based Compensation

On August 19, 2010, Territorial Bancorp Inc. adopted the 2010 Equity Incentive Plan, which provides for awards of stock options and restricted stock to key officers and outside directors. In accordance with the Compensation – Stock Compensation topic of the FASB ASC, the cost of the 2010 Equity Incentive Plan is based on the fair value of the awards on the grant date. The fair value of restricted stock is based on the closing price of the Company’s stock on the grant date. The fair value of stock options is estimated using a Black-Scholes option pricing model using assumptions for dividend yield, stock price volatility, risk-free interest rate and option term. These assumptions are based on our judgments regarding future events, are subjective in nature, and cannot be determined with precision. The cost of the awards will be recognized on a straight-line basis over the three ~~five-~~, five- or six-year vesting period during which participants are required to provide services in exchange for the awards.

The Company recognized compensation expense, measured as the fair value of the share-based award on the date of grant, on a straight-line basis over the vesting period. Share-based compensation is recorded in the statement of income as a component of salaries and employee benefits with a corresponding increase in ~~shareholders’~~stockholders’ equity. The table below presents information on compensation expense and the related tax benefit for all share-based awards:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(In thousands)	2020		2019		2020		2019
Compensation expense	$	157	$	123	$	523	$	494
Income tax benefit		43		33		143		135

Three Months Ended

Nine Months Ended

September 30,

September 30,

(In thousands)

2017

2016

2017

2016

Compensation expense

$
58

$
457

$
95

$
1,780

Income tax benefit

23

183

38

714

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Shares of our common stock issued under the 2010 Equity Incentive Plan shall come from authorized shares. The maximum number of shares that will be awarded under the plan will be 1,862,637 shares.

Stock Options

The table below presents the stock option activity for the nine months ended September 30, ~~2017~~2020 and ~~2016:~~2019:


		Weighted			Aggregate
		Average		Remaining	Intrinsic
		Exercise		Contractual	Value
	Options	Price		Life (years)	(in thousands)
Options outstanding at December 31, 2016	706,430	$	17.43	3.70	$	10,884

								Weighted			Aggregate
								Average		Remaining	Intrinsic
								Exercise		Contractual	Value
							Options	Price		Life (years)	(in thousands)
Options outstanding at December 31, 2019							116,409	$	17.53	0.72	$	1,562
Granted	—		—	—		—	—		—	—		—
Exercised	166,837		17.36	—		2,414	81,827		17.36	—		725
Forfeited	—		—	—		—	—		—	—		—
Expired	—		—	—		—	31,497		—	—		—
Options outstanding at September 30, 2017	539,593	$	17.45	2.96	$	7,616

Options outstanding at December 31, 2015	832,300	$	17.42	4.70	$	8,588
Options outstanding at September 30, 2020							3,085	$	23.62	1.92	$	(11)

Options outstanding at December 31, 2018							337,654	$	17.51	1.74	$	2,859
Granted	—		—	—		—	—		—	—		—
Exercised	93,100		17.36	—		908	203,370		17.36	—		2,282
Forfeited	—		—	—		—	—		—	—		—
Expired	—		—	—		—	—		—	—		—
Options outstanding at September 30, 2016	739,200	$	17.43	3.95	$	8,302

Options vested and exercisable at September 30, 2017	538,393	$	17.44	2.95	$	7,610
Options outstanding at September 30, 2019							134,284	$	17.74	1.10	$	1,455

Options vested and exercisable at September 30, 2020							3,085	$	23.62	1.92	$	(11)

~~Table of Contents~~

The following summarizes certain stock option activity of the Company:



	For the Three Months Ended				For the Nine Months Ended				For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,				September 30,				September 30,
(In thousands)	2017		2016		2017		2016		2020		2019		2020		2019
Intrinsic value of stock options exercised	$	744	$	368	$	2,414	$	908	$	—	$	251	$	725	$	2,282
Proceeds received from stock options exercised		971		551		2,897		1,616		—		368		1,421		3,531
Tax benefits realized from stock options exercised		245		121		838		216		—		60		158		484
Total fair value of stock options that vested		38		3,923		38		3,923		—		—		—		—

During the nine months ended September 30, ~~2017,~~2020, we issued ~~75,707~~27,194 shares of common stock, net, in exchange for ~~166,837~~81,827 stock options and ~~91,130~~54,633 shares of common stock. Pursuant to the provisions of our equity incentive plan, optionees are permitted to use the value of our common stock they own in a ~~stock swap transaction or~~ net settlement to pay the exercise price of stock options.

As of September 30, ~~2017,~~2020, the Company had ~~$4,000 of~~0 unrecognized compensation costs related to the stock option ~~plan that will be amortized over a three-year vesting period.~~plan.

Restricted Stock

Restricted stock awards are accounted for as fixed grants using the fair value of the Company’s stock at the time of grant. Unvested restricted stock may not be disposed of or transferred during the vesting period. Restricted stock carries the right to receive dividends, although dividends attributable to restricted stock are retained by the Company until the shares vest, at which time they are paid to the award recipient. Unvested restricted stock that is time-based contain nonforfeitable dividend rights. Accrued dividends on restricted stock that do not vest based on performance or market conditions are forfeited.

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The table below presents the restricted stock activity:


							Weighted
		Weighted				Average Grant
		Average Grant		Restricted		Date Fair
	Restricted	Date Fair		Stock		Value
	Stock Awards	Value
Nonvested at December 31, 2016	2,400	$	26.23
Unvested at December 31, 2019					20,249		$	28.78
Granted	9,604		29.53		13,444			21.05
Vested	1,200		26.23		9,998			29.16
Forfeited	—		—		—			—
Nonvested at September 30, 2017	10,804	$	29.16

Nonvested at December 31, 2015	114,542	$	17.67
Unvested at September 30, 2020					23,695		$	24.24

Unvested at December 31, 2018					16,424		$	30.26
Granted	—		—		10,366			27.30
Vested	112,142		17.49		6,541			30.14
Forfeited	—		—		—			—
Nonvested at September 30, 2016	2,400	$	26.23
Unvested at September 30, 2019					20,249		$	28.78

During the nine months ended September 30, ~~2017,~~2020, the Company issued ~~9,604~~13,444 shares of restricted stock to certain members of executive management under the ~~2010~~2019 Equity Incentive Plan. The fair value of the restricted stock is based on the value of the Company’s stock on the date of grant. Restricted stock will vest over three years from the date of grant.

As of September 30, ~~2017,~~2020, the Company had ~~$278,000~~$410,000 of unrecognized compensation costs related to restricted stock.

During the nine months ended September 30, ~~2017,~~2020, the Company issued ~~11,525 of~~16,129 performance-based restricted stock units (PRSUs) to certain members of executive management under the ~~2010~~2019 Equity Incentive Plan. These PRSUs will vest in the first quarter of ~~2020~~2023 after our Compensation Committee determines whether a performance condition that compares the Company’s return on average equity to the SNL Bank Index is achieved. Depending on the Company’s

~~Table of Contents~~

performance, the actual number of these PRSUs that are issued at the end of the vesting period can vary between 0% toand 150% of the target award. For the PRSUs, an estimate is made of the number of shares expected to vest based on the probability that the performance criteria will be achieved to determine the amount of compensation expense to be recognized. This estimate is re-evaluated quarterly and total compensation expense is adjusted for any change in the current period.

The table below presents the PRSUs that will vest on a performance condition:


	Performance-
	Based Restricted
	Stock Units	Weighted
	Based on a	Average Grant
	Performance	Date Fair
	Condition	Value
Unvested at December 31, 2019	35,976	$	29.16
Granted	16,129		21.05
Vested	7,680		29.53
Forfeited	3,840		29.53
Unvested at September 30, 2020	40,585	$	25.83

Unvested at December 31, 2018	23,538	$	30.14
Granted	12,438		27.30
Vested	—		—
Forfeited	—		—
Unvested at September 30, 2019	35,976	$	29.16

Performance-

Based Restricted

Stock Units

Weighted

Based on a

Average Grant

Performance

Date Fair

Condition

Value
Nonvested at December 31, 2016

—

$
—
Granted

11,525

29.53
Vested

—

—
Forfeited

—

—
Nonvested at September 30, 2017

11,525

$
29.53

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The fair value of these PRSUs is based on the fair value of the Company’s stock on the date of grant. As of September 30, ~~2017,~~2020, the Company had ~~$215,000~~$428,000 of unrecognized compensation costs related to these PRSUs. Performance will be measured over a three-year performance period and will be cliff vested.

During the nine months ended September 30, ~~2017,~~2020, the Company issued ~~2,881~~4,032 of PRSUs to certain members of executive management under the ~~2010~~2019 Equity Incentive Plan. These PRSUs will vest in the first quarter of ~~2020~~2023 after our Compensation Committee determines whether a market condition that compares the Company’s total stock return to the SNL Bank Index is achieved. The number of shares that will be expensed will not be adjusted for performance. The fair value of these PRSUs is based on a Monte Carlo valuation of the Company’s stock on the date of grant. The assumptions which were used in the Monte Carlo valuation of the PRSUs are:

Grant date: ~~May 25, 2017~~March 12, 2020

Performance period: January 1, ~~2017~~2020 to December 31, ~~2019~~2022

~~2.60~~2.80 year risk-free rate on grant date: ~~1.40%~~0.56%

December 31, ~~2016~~2019 closing price: ~~$32.84~~$30.94

Closing stock price on the date of grant: ~~$29.53~~$21.05

Annualized volatility (based on ~~2.60~~2.82 year historical volatility as of the grant date): ~~15.7%~~18.02%

~~Annual dividend preceding the grant date: $0.80~~

The table below presents the PRSUs that will vest on a market condition:


				Performance-
				Based Restricted	Monte Carlo
				Stock Units	Valuation of
				Based on a	the Company's
				Market Condition	Stock
	Performance-
	Based Restricted	Monte Carlo
	Stock Units	Valuation of
	Based on a	the Company's
	Market Condition	Stock
Nonvested at December 31, 2016	—	$	—
Unvested at December 31, 2019				8,994	$	25.74
Granted	2,881		24.44	4,032		22.16
Vested	—		—	1,197		24.44
Forfeited	—		—	1,682		24.44
Nonvested at September 30, 2017	2,881	$	24.44
Unvested at September 30, 2020				10,147	$	24.69

Unvested at December 31, 2018				5,884	$	26.42
Granted				3,110		24.45
Vested				—		—
Forfeited				—		—
Unvested at September 30, 2019				8,994	$	25.74

As of September 30, ~~2017,~~2020, the Company had ~~$41,000~~$90,000 of unrecognized compensation costs related to the PRSUs that are based on a market condition. Performance will be measured over a three-year performance period and will be cliff vested.

~~Table of Contents~~

(12) Earnings Per Share

Holders of unvested restricted stock ~~receive nonforfeitable~~accrue dividends at the same rate as common shareholders and they both share equally in undistributed earnings. Unvested restricted stock awards that are time-based contain nonforfeitable rights to dividends or dividend equivalents and are considered to be participating securities in the earnings per share computation using the two-class method. Under the two-class method, earnings are allocated to common shareholders and participating securities according to their respective rights to earnings. Unvested restricted stock awards that vest based on performance or market conditions are not considered to be participating securities in the earnings per share calculation because accrued dividends on shares that do not vest are forfeited.

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The table below presents the information used to compute basic and diluted earnings per share:



	Three Months Ended				Nine Months Ended				Three Months Ended				Nine Months Ended
	September 30,				September 30,				September 30,				September 30,
(Dollars in thousands, except per share data)	2017		2016		2017		2016		2020		2019		2020		2019
Net income	$	4,173	$	4,164	$	12,795	$	11,985	$	4,318	$	5,366	$	13,082	$	16,950
Income allocated to participating securities		(10)		(47)		(15)		(136)		(23)		(38)		(47)		(112)
Net income available to common shareholders	$	4,163	$	4,117	$	12,780	$	11,849	$	4,295	$	5,328	$	13,035	$	16,838


Weighted-average number of shares used in:
Basic earnings per share		9,280,018		9,102,837		9,250,537		9,065,892		9,104,079		9,212,119		9,144,463		9,184,741
Dilutive common stock equivalents:
Stock options and restricted stock units		241,183		222,669		285,338		214,368		30,010		83,610		57,419		124,679
Diluted earnings per share		9,521,201		9,325,506		9,535,875		9,280,260		9,134,089		9,295,729		9,201,882		9,309,420


Net income per common share, basic	$	0.45	$	0.45	$	1.38	$	1.31	$	0.47	$	0.58	$	1.43	$	1.83
Net income per common share, diluted	$	0.44	$	0.44	$	1.34	$	1.28	$	0.47	$	0.57	$	1.42	$	1.81

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(13) Other Comprehensive Income and Loss

The table below presents the changes in the components of accumulated other comprehensive income and loss, net of taxes:


			Noncredit
			Related
			Loss on

	Unfunded		Trust		Unrealized				Unfunded		Unrealized
	Pension		Preferred		Loss on				Pension		(Gain)/Loss on
(Dollars in thousands)	Liability		Securities		Securities		Total		Liability		Securities		Total
Three months ended September 30, 2017
Three months ended September 30, 2020
Balances at beginning of period									$	8,178	$	(315)	$	7,863
Other comprehensive loss, net of taxes										—		4		4
Amounts reclassified from other comprehensive income, net of taxes										—		—		—
Net current period other comprehensive loss										—		4		4
Balances at end of period									$	8,178	$	(311)	$	7,867

Three months ended September 30, 2019
Balances at beginning of period	$	5,284	$	—	$	45	$	5,329	$	7,721	$	(521)	$	7,200
Other comprehensive income, net of taxes		—		—		(12)		(12)		—		(70)		(70)
Amounts reclassified from accumulated other comprehensive loss		—		—		—		—
Amounts reclassified from other comprehensive income, net of taxes										—		91		91
Net current period other comprehensive loss										—		21		21
Balances at end of period									$	7,721	$	(500)	$	7,221

Nine months ended September 30, 2020
Balances at beginning of period									$	8,178	$	(510)	$	7,668
Other comprehensive income, net of taxes										—		(22)		(22)
Amounts reclassified from other comprehensive income, net of taxes										—		221		221
Net current period other comprehensive loss										—		199		199
Balances at end of period									$	8,178	$	(311)	$	7,867

Nine months ended September 30, 2019
Balances at beginning of period									$	7,721	$	88	$	7,809
Other comprehensive income, net of taxes										—		(711)		(711)
Amounts reclassified from other comprehensive income, net of taxes										—		123		123
Net current period other comprehensive income		—		—		(12)		(12)		—		(588)		(588)
Balances at end of period	$	5,284	$	—	$	33	$	5,317	$	7,721	$	(500)	$	7,221

Three months ended September 30, 2016
Balances at beginning of period	$	5,065	$	101	$	39	$	5,205
Other comprehensive income, net of taxes		—		(45)		(4)		(49)
Amounts reclassified from accumulated other comprehensive loss		—		—		—		—
Net current period other comprehensive income		—		(45)		(4)		(49)
Balances at end of period	$	5,065	$	56	$	35	$	5,156

Nine months ended September 30, 2017
Balances at beginning of period	$	5,284	$	—	$	32	$	5,316
Other comprehensive loss, net of taxes		—		—		1		1
Amounts reclassified from accumulated other comprehensive loss		—		—		—		—
Net current period other comprehensive loss		—		—		1		1
Balances at end of period	$	5,284	$	—	$	33	$	5,317

Nine months ended September 30, 2016
Balances at beginning of period	$	5,044	$	147	$	45	$	5,236
Other comprehensive loss (income), net of taxes		21		(91)		(10)		(80)
Amounts reclassified from accumulated other comprehensive loss		—		—		—		—
Net current period other comprehensive loss (income)		21		(91)		(10)		(80)
Balances at end of period	$	5,065	$	56	$	35	$	5,156

The table below presents the tax effect on each component of accumulated other comprehensive income and loss:

Three Months Ended September 30,

2017

2016

Pretax

After Tax

Pretax

After Tax

(Dollars in thousands)

Amount

Tax

Amount

Amount

Tax

Amount

Unfunded pension liability

$
—

$
—

$
—

$
—

$
—

$
—

Noncredit related loss on trust preferred securities

—

—

—

(74)

29

(45)

Unrealized loss on securities

(21)

9

(12)

(7)

3

(4)

Total

$
(21)

$
9

$
(12)

$
(81)

$
32

$
(49)


	Three Months Ended September 30,
	2020						2019
	Pretax				After Tax		Pretax				After Tax
(Dollars in thousands)	Amount		Tax		Amount		Amount		Tax		Amount
Unrealized loss (gain) on securities	$	5	$	(1)	$	4	$	(95)	$	25	$	(70)
Amount reclassified from other comprehensive income		—		—		—		123		(32)		91
Total	$	5	$	(1)	$	4	$	28	$	(7)	$	21


	Nine Months Ended September 30,
	2020						2019
	Pretax				After Tax		Pretax				After Tax
(Dollars in thousands)	Amount		Tax		Amount		Amount		Tax		Amount
Unrealized gain on securities	$	(30)	$	8	$	(22)	$	(969)	$	258	$	(711)
Amount reclassified from other comprehensive income		301		(80)		221		167		(44)		123
Total	$	271	$	(72)	$	199	$	(802)	$	214	$	(588)

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(14) Revenue Recognition

The Company’s contracts with customers are generally short-term in nature, with cycles of one year or less. These can range from an immediate term for services such as wire transfers, foreign currency exchanges and cashier’s check purchases, to several days for services such as processing annuity and mutual fund sales. Some contracts may be of an ongoing nature, such as providing deposit account services, including ATM access, check processing, account analysis and check ordering. However, provision of an assessable service and payment for such service is usually concurrent or closely timed. Contracts related to financial instruments, such as loans, investments and debt, are excluded from the scope of this reporting requirement.

After analyzing the Company’s revenue sources, including the amount of revenue received, the timing of services rendered and the timing of payment for these services, the Company has determined that the rendering of services and the payment for such services are generally closely matched. Any differences are not material to the Company’s consolidated financial statements. Accordingly, the Company generally records income when payment for services is received.

Revenue from contracts with customers is reported in service fees on loan and deposit accounts and in other noninterest income in the consolidated statements of income. The table below reconciles the revenue from contracts with customers and other revenue reported in those line items:


	Service Fees on
	Loan and Deposit
(Dollars in thousands)	Accounts		Other		Total
Three months ended September 30, 2020
Revenue from contracts with customers	$	275	$	35	$	310
Other revenue		453		28		481
Total	$	728	$	63	$	791

Three months ended September 30, 2019
Revenue from contracts with customers	$	347	$	37	$	384
Other revenue		157		18		175
Total	$	504	$	55	$	559

Nine months ended September 30, 2020
Revenue from contracts with customers	$	918	$	88	$	1,006
Other revenue		798		83		881
Total	$	1,716	$	171	$	1,887

Nine months ended September 30, 2019
Revenue from contracts with customers	$	1,047	$	137	$	1,184
Other revenue		380		498		878
Total	$	1,427	$	635	$	2,062

(15) Leases

The Company leases most of its premises and some vehicles and equipment under operating leases expiring on various dates through 2030. The majority of lease agreements relate to real estate and generally provide that the Company pay taxes, insurance, maintenance and certain other operating expenses applicable to the leased premises. Variable lease components and nonlease components are not included in the Company’s computation of the right-of-use (ROU) asset or lease liability. The Company also does not include short-term leases in the computation of the ROU asset or lease liability. Short-term leases are leases with a term at commencement of 12 months or less. Short-term lease

Nine Months Ended September 30,

2017

2016

Pretax

After Tax

Pretax

After Tax

(Dollars in thousands)

Amount

Tax

Amount

Amount

Tax

Amount

Unfunded pension liability

$
—

$
—

$
—

$
—

$
21

$
21

Noncredit related loss on trust preferred securities

—

—

—

(150)

59

(91)

Unrealized loss on securities

1

—

1

(17)

7

(10)

Total

$
1

$
—

$
1

$
(167)

$
87

$
(80)

Table of Contents

expense is recorded on a straight-line basis over the term of the lease. Lease agreements do not contain any residual value guarantees or restrictive covenants.

Certain leases have renewal options at the expiration of the lease terms. Generally, option periods are not included in the computation of the lease term, ROU asset or lease liability because the Company is not reasonably certain to exercise renewal options at the expiration of the lease terms. The Company has elected to use the package of practical expedients to: a) not reassess whether any expired or existing contracts are or contain leases, b) not reassess the lease classification for any expired or existing leases, and c) not reassess initial direct costs for any existing leases. The Company has also chosen the option to not restate comparative periods prior to the adoption of the new lease accounting standard.

~~(14)~~Because the discount rates implicit in our leases are not known, discount rates have been estimated using the rates for fixed-rate, amortizing advances from the Federal Home Loan Bank (FHLB) for the approximate terms of the leases. FHLB advances are collateralized by a blanket pledge of the Bank’s assets that are not otherwise pledged.

The table below presents lease costs and other information for the periods indicated:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(Dollars in thousands)	2020		2019		2020		2019
Lease Costs:
Operating lease costs	$	878	$	777	$	2,509	$	2,342
Short-term lease costs		5		21		17		37
Variable lease costs		38		40		115		93
Total lease costs	$	921	$	838	$	2,641	$	2,472

Cash paid for amounts included in measurement of lease liabilities	$	808	$	721	$	2,414	$	2,266
ROU assets obtained in exchange for new operating lease liabilities	$	2,247	$	246	$	4,033	$	13,254

Table of Contents

At September 30, 2020, future minimum rental commitments under noncancellable operating leases are as follows:


(Dollars in thousands)
2020	$	820
2021		2,974
2022		2,690
2023		2,339
2024		2,060
Thereafter		4,294
Total		15,177
Less present value discount		1,047
Present value of leases	$	14,130

The table below presents other lease related information:


	September 30,			September 30,
	2020			2019
Weighted-average remaining lease term (years)		6.00			6.23
Weighted-average discount rate		2.45	%		2.90	%

(16) Fair Value ~~of Financial Instruments~~

In accordance with the Fair Value Measurements and Disclosures topic of the FASB ASC, the Company groups its ~~financial~~ assets and liabilities ~~valued~~measured or disclosed at fair value into three levels based on the markets in which the ~~financial~~ assets and liabilities are traded and the reliability of the assumptions used to determine fair value as follows:

·Level 1 — Valuation is based upon quoted prices (unadjusted) for identical assets or liabilities traded in active markets. A quoted price in an active market provides the most reliable evidence of fair value and shall be used to measure fair value whenever available.

●Level 1 — Valuation is based upon quoted prices (unadjusted) for identical assets or liabilities traded in active markets. A quoted price in an active market provides the most reliable evidence of fair value and shall be used to measure fair value whenever available.

·Level 2 — Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market.

●Level 2 — Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market.

·Level 3 — Valuation is generated from model-based techniques that use significant assumptions not observable in the market. These unobservable assumptions reflect management’s own estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include use of discounted cash flow models and similar techniques that require the use of significant judgment or estimation.

●Level 3 — Valuation is generated from model-based techniques that use significant assumptions not observable in the market. These unobservable assumptions reflect management’s own estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include use of discounted cash flow models and similar techniques that require the use of significant judgment or estimation.

In accordance with the Fair Value Measurements and Disclosures topic, the Company bases its fair values on the price that it would expect to receive if an asset were sold or the price that it would expect to pay to transfer a liability in an orderly transaction between market participants at the measurement date. Also as required, the Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when developing fair value measurements.

The Company uses fair value measurements to determine fair value disclosures. Investment securities held for sale and derivatives are recorded at fair value on a recurring basis. From time to time, the Company may be required to record other ~~financial~~ assets at fair value on a nonrecurring basis, such as loans held for sale, impaired loans and investments, and mortgage servicing assets. These nonrecurring fair value adjustments typically involve application of the lower of cost or fair value accounting or write-downs of individual assets.

~~Cash and Cash Equivalents, Accrued Interest Receivable and Accrued Interest Payable.~~ ~~The carrying amount approximates fair value because of the short maturity of these instruments.~~

Investment ~~Securities.~~ Securities Available for Sale. The estimated fair values of U.S. government-sponsored mortgage-backed securities are considered Level 2 inputs because the valuation for investment securities utilized pricing models that varied based on asset class and included trade, bid and other observable market information.

The trust preferred securities represent investments in a pool of debt obligations issued primarily by holding companies for Federal Deposit Insurance Corporation-insured financial institutions. The trust preferred securities market is considered to be inactive as only six transactions have occurred over the past 69 months in the same tranche of securities we own and no new issues of pooled trust preferred securities have occurred since 2007. The fair value of our trust preferred securities was determined using a discounted cash flow model. Our model used a discount rate equal to three-month LIBOR plus 20.00%.

2527

Table of Contents

The discounted cash flow analysis includes a review of all issuers within the pool. The fair value of the trust preferred securities are classified as Level 3 inputs because they are based on discounted cash flow models.

~~FHLB Stock.~~ ~~FHLB stock, which is redeemable for cash at par value, is reported at its par value.~~

~~FRB Stock.~~ ~~FRB stock, which is redeemable for cash at par value, is reported at its par value.~~

~~Loans.~~ The fair value of loans is estimated by discounting the future cash flows, including estimated prepayments, using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities. The fair value of loans is not based on the concept of exit price.

~~Loans Held for Sale.~~ ~~The fair value of loans held for sale is determined based on the prices quoted in the secondary market for similar loans.~~

~~Deposits.~~ The fair value of checking and Super NOW savings accounts, passbook accounts, and certain money market deposits is the amount payable on demand at the reporting date. The fair value of fixed-maturity certificates of deposit is estimated by discounting future cash flows using the rates currently offered for deposits with similar remaining maturities.

~~Advances From the FHLB and Securities Sold Under Agreements to Repurchase.~~ ~~Fair value is estimated by discounting future cash flows using the rates currently offered to the Company for debt with similar remaining maturities.~~

Interest Rate Contracts. The Company may enter into interest rate lock commitments with borrowers on loans intended to be sold. To manage interest rate risk on the lock commitments, the Company may also enter into forward loan sale commitments. The interest rate lock commitments and forward loan sale commitments are treated as derivatives and are recorded at their fair value determined by referring to prices quoted in the secondary market for similar contracts. The fair value inputs are considered Level 2 inputs. Interest rate contracts that are classified as assets are included with prepaid expenses and other assets on the consolidated balance sheet while interest rate contracts that are classified as liabilities are included with accounts payable and accrued expenses.

~~Table of Contents~~

The estimated fair values of the Company’s financial instruments are as follows:


	Carrying				Fair Value Measurements Using
(Dollars in thousands)	Amount		Fair Value		Level 1		Level 2		Level 3
September 30, 2020
Assets
Cash and cash equivalents	$	237,498	$	237,498	$	237,498	$	—	$	—
Investment securities available for sale		3,959		3,959		—		3,959		—
Investment securities held to maturity		292,528		309,471		—		309,471		—
Loans held for sale		834		870		—		870		—
Loans receivable, net		1,482,639		1,562,422		—		—		1,562,422
FHLB stock		8,144		8,144		—		8,144		—
FRB stock		3,145		3,145		—		3,145		—
Accrued interest receivable		7,214		7,214		19		794		6,401
Interest rate contracts		60		60		—		60		—

Liabilities
Deposits		1,662,706		1,667,045		—		1,285,438		381,607
Advances from the Federal Home Loan Bank		141,000		145,623		—		145,623		—
Securities sold under agreements to repurchase		10,000		10,484		—		10,484		—
Accrued interest payable		99		99		—		48		51
Interest rate contracts		60		60		—		60		—

December 31, 2019
Assets
Cash and cash equivalents	$	44,806	$	44,806	$	44,806	$	—	$	—
Investment securities available for sale		8,628		8,628		—		8,628		—
Investment securities held to maturity		363,883		371,305		—		371,305		—
Loans held for sale		470		480		—		480		—
Loans receivable, net		1,584,784		1,627,903		—		—		1,627,903
FHLB stock		8,723		8,723		—		8,723		—
FRB stock		3,128		3,128		—		3,128		—
Accrued interest receivable		5,409		5,409		32		952		4,425
Interest rate contracts		5		5		—		5		—

Liabilities
Deposits		1,631,933		1,632,741		—		1,167,990		464,751
Advances from the Federal Home Loan Bank		156,000		156,906		—		156,906		—
Securities sold under agreements to repurchase		10,000		9,968		—		9,968		—
Accrued interest payable		397		397		—		47		350
Interest rate contracts		5		5		—		5		—

Carrying

Fair Value Measurements Using

(Dollars in thousands)

Amount

Fair Value

Level 1

Level 2

Level 3

September 30, 2017

Assets

Cash and cash equivalents

$
38,385

$
38,385

$
38,385

$
—

$
—

Investment securities available for sale

2,910

2,910

—

2,910

—

Investment securities held to maturity

411,657

415,112

—

414,187

925

Loans held for sale

495

499

—

499

—

Loans receivable, net

1,434,753

1,455,571

—

—

1,455,571

FHLB stock

5,013

5,013

—

5,013

—

FRB stock

3,103

3,103

—

3,103

—

Accrued interest receivable

4,985

4,985

2

1,111

3,872

Interest rate contracts

2

2

—

2

—

Liabilities

Deposits

1,571,367

1,570,959

—

1,272,086

298,873

Advances from the Federal Home Loan Bank

69,000

68,933

—

68,933

—

Securities sold under agreements to repurchase

55,000

54,986

—

54,986

—

Accrued interest payable

412

412

—

174

238

Interest rate contracts

2

2

—

2

—

December 31, 2016

Assets

Cash and cash equivalents

$
61,273

$
61,273

$
61,273

$
—

$
—

Investment securities held to maturity

407,656

407,922

—

406,759

1,163

Loans held for sale

1,601

1,601

—

1,601

—

Loans receivable, net

1,335,987

1,352,137

—

—

1,352,137

FHLB stock

4,945

4,945

—

4,945

—

FRB stock

3,095

3,095

—

3,095

—

Accrued interest receivable

4,732

4,732

10

1,064

3,658

Interest rate contracts

104

104

—

104

—

Liabilities

Deposits

1,493,200

1,493,094

—

1,257,157

235,937

Advances from the Federal Home Loan Bank

69,000

69,068

—

69,068

—

Securities sold under agreements to repurchase

55,000

55,123

—

55,123

—

Accrued interest payable

218

218

—

172

46

Interest rate contracts

104

104

—

104

—

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At September 30, ~~2017~~2020 and December 31, ~~2016,~~2019, neither the commitment fees received on commitments to extend credit nor the fair value thereof was material to the consolidated financial statements of the Company.

~~Table of Contents~~

The table below presents the balance of assets and liabilities measured at fair value on a recurring basis:



(Dollars in thousands)	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total

September 30, 2017
September 30, 2020
Interest rate contracts — assets	$	—	$	2	$	—	$	2	$	—	$	60	$	—	$	60
Interest rate contracts — liabilities		—		(2)		—		(2)		—		(60)		—		(60)
Available-for-sale investments		—		2,910		—		2,910

December 31, 2016
Investment securities available for sale										—		3,959		—		3,959

December 31, 2019
Interest rate contracts — assets	$	—	$	104	$	—	$	104	$	—	$	5	$	—	$	5
Interest rate contracts — liabilities		—		(104)		—		(104)		—		(5)		—		(5)
Investment securities available for sale										—		8,628		—		8,628

The fair value of interest rate contracts was determined by referring to prices quoted in the secondary market for similar contracts. The fair value of available-for-sale investments was determined using quoted market prices.

The table below presents the balance of assets measured at fair value on a nonrecurring basis as of September 30, ~~2017~~2020 and December 31, ~~2016~~2019 and the related ~~gains and~~ losses for the nine months ended September 30, ~~2017~~2020 and the year ended December 31, ~~2016:~~2019:

Fair Value

(Dollars in thousands)

Adjustment Date

Level 1

Level 2

Level 3

Total

Total Gains (Losses)

September 30, 2017

Impaired loans

3/31/2017

$
—

$
87

$
—

$
87

$
(11)

December 31, 2016

Trust preferred securities

9/30/2016

$
—

$
—

$
1,066

$
1,066

$
242

Mortgage servicing assets

6/30/2016

—

—

341

341

(49)

Impaired loans

8/31/2016

—

64

—

64

(33)

Loans held for sale

12/31/2016

—

1,601

—

1,601

(1)


	Fair Value
(Dollars in thousands)	Adjustment Date	Level 1		Level 2		Level 3		Total			Total Losses

September 30, 2020
Mortgage servicing assets	9/30/2020	$	—	$	—	$	452	$	452	$	(53)

December 31, 2019
Mortgage servicing assets	9/30/2019		—		—		452		452		(16)

The fair value of trust preferred securities is determined using a discounted cash flow model. The assumptions used in the discounted cash flow model are discussed above. Gains and losses on trust preferred securities that are credit related are included in net other-than-temporary impairment losses in the consolidated statements of income. Gains and losses on trust preferred securities that are not credit related are included in other comprehensive income in the consolidated statements of comprehensive income. Mortgage servicing assets are valued using a discounted cash flow model. Assumptions used in the model include mortgage prepayment speeds, discount rates and cost of servicing. Losses on mortgage servicing assets are included in service fees on loan and deposit accounts in the consolidated statements of income. The fair value of impaired loans is determined using the value of collateral less estimated selling costs. Gains and losses on impaired loans are included in the provision for loan losses in the consolidated statements of income. The fair value of loans held for sale is determined based on the prices quoted in the secondary market for similar loans. Losses on loans held for sale are included in gain on sale of loans in the consolidated statements of income.

~~Table of Contents~~

The table below presents the significant unobservable inputs for Level 3 nonrecurring fair value ~~measurements:~~measurements. The discount rates and prepayment speeds have been weighted by the relative notional amounts.

Unobservable

Unobservable

Range

(Dollars in thousands)

Fair Value

Valuation Technique

Input

Value

Fair Value

Valuation Technique

Input

(Weighted Average)

December 31, 2016:

Trust preferred securities

1,066

Discounted cash flow

Discount rate

Three-month LIBOR plus 20.00%

September 30, 2020:

Mortgage servicing assets

341

Discounted cash flow

Discount rate

10.50%

452

Discounted cash flow

Discount rate

9.25% - 11.25% (10.25%)

Prepayment speed (PSA)

158.4 - 203.5

Annual cost to service (per loan)

Prepayment speed (CPR)

9.36 - 18.16 (13.54)

Annual cost to service (per loan, in dollars)

December 31, 2019:

Mortgage servicing assets

452

Discounted cash flow

Discount rate

9.25% - 11.25% (10.25%)

Prepayment speed (CPR)

11.09 - 14.24 (12.58)

Annual cost to service (per loan, in dollars)

~~(15)~~Table of Contents

(17) Subsequent Events

On October ~~25, 2017,~~29, 2020, the Board of Directors of Territorial Bancorp Inc. declared a quarterly cash dividend of ~~$0.20~~$0.23 per share of common stock. The dividend is expected to be paid on November ~~22, 2017~~25, 2020 to stockholders of record as of November ~~8, 2017.~~12, 2020.

~~Table of Contents~~

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

Cautionary Statement Regarding Forward-Looking Information

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

●

statements of our goals, intentions and expectations;

●

statements regarding our business plans, prospects, growth and operating strategies;

●

statements regarding the asset quality of our loan and investment portfolios; and

●

estimates of our risks and future costs and benefits.

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

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

●

the effect of any pandemic disease, including COVID-19, natural disaster, war, act of terrorism, accident or similar action or event;

●

general economic conditions, either internationally, nationally or in our market areas, that are worse than expected;

●

competition among depository and other financial institutions;

●

inflation and changes in the interest rate environment that reduce our margins or reduce the fair value of financial instruments;

●

adverse changes in the securities markets;

●

changes in laws or government regulations or policies affecting financial institutions, including changes in regulatory fees and capital requirements;

●

changes in monetary or fiscal policies of the U.S. Government, including policies of the U.S. Treasury and the Federal Reserve Board;

●

our ability to enter new markets successfully and capitalize on growth opportunities;

●

our ability to successfully integrate acquired entities, if any;

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●

changes in consumer demand, spending, borrowing and savings habits;

●

changes in accounting policies and practices, as may be adopted by the bank regulatory agencies, the Financial Accounting Standards Board, the Securities and Exchange Commission and the Public Company Accounting Oversight Board;

●

changes in our organization, compensation and benefit plans;

●

~~fluctuations in~~ the ~~demand for loans;~~

timing and amount of revenues that we may recognize;

●

~~significant increases in~~the value and marketability of collateral underlying our loan ~~losses;~~

portfolios;

~~Table of Contents~~

●

~~success in introducing new products and services;~~

~~failure or breaches of IT security systems;~~

our ability to retain ~~management team;~~

key employees;

●

cyberattacks, computer viruses and other technological risks that may breach the security of our websites or other systems to obtain unauthorized access to confidential information, destroy data or disable our systems;

●

technological change that may be more difficult or expensive than expected;

●

the ability of third-party providers to perform their obligations to us;

●

the ability of the U.S. Government to manage federal debt limits;

●

the quality and composition of our investment portfolio;

●

changes in market and other conditions that would affect our ability to repurchase our common stock; and

●

changes in our financial condition or results of operations that reduce capital available to pay ~~dividends;~~dividends.

In addition, given the ongoing and dynamic nature of the circumstances, it is difficult to predict the full impact of the COVID-19 outbreak on our business. The extent of such impact will depend on future developments, which are highly uncertain, including when the coronavirus can be controlled and abated and when and how the economy may be reopened. As the result of the COVID-19 pandemic and the related adverse local and national economic consequences, we could be subject to any of the following risks, any of which could have a material, adverse effect on our business, financial condition, liquidity, and results of operations:

●

demand for our products and

services may decline, making it difficult to grow assets and income;

●

if the economy is unable to substantially reopen, and high levels of unemployment continue for an extended period of time, loan delinquencies, problem assets, and foreclosures may increase, resulting in increased charges and reduced income;

●

collateral for loans, especially real estate, may decline in value, which could cause loan losses to increase;

●

our allowance for loan losses may have to be increased if borrowers experience financial difficulties beyond loan deferral periods, which will adversely affect our net income;

●

the net worth and liquidity of loan guarantors may decline, impairing their ability to honor commitments to us;

●

as the result of the decline in the Federal Reserve Board’s target federal funds rate to near 0%, the yield on our assets may decline to a greater extent than the decline in our cost of interest-bearing liabilities, reducing our net interest margin and spread and reducing net income;

●

a material decrease in net income or a net loss over several quarters could result in a decrease in the rate of our quarterly cash dividend;

●

our cyber security risks are increased as the result of an increase in the number of employees working remotely;

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●

~~changes in~~we rely on third party vendors for certain services and the ~~financial condition or future prospects~~unavailability of ~~issuers of securities that we own.~~

a critical service due to the COVID-19 outbreak could have an adverse effect on us; and

●

Federal Deposit Insurance Corporation premiums may increase if the agency experiences additional resolution costs.

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

Overview

We have historically operated as a traditional thrift institution. The significant majority of our assets consist of long-term, fixed-rate residential mortgage loans and mortgage-backed securities, which we have funded primarily with deposit ~~accounts,~~inflows, cash balances at the Federal Reserve Bank, loan and security repayments, advances from the Federal Home Loan Bank, our capital, proceeds from securities sold under agreements to repurchase and ~~Federal Home Loan Bank advances.~~proceeds from loan and security sales. As a result, we may be vulnerable to increases in interest rates, as our interest-bearing liabilities mature or reprice more quickly than our interest-earning assets.

The State of Hawaii has been affected by COVID-19. Like other states, Hawaii mandated that many non-essential businesses close temporarily and the public self-quarantine to limit the spread of COVID-19. When the pandemic started, Hawaii also imposed a 14-day quarantine for any out-of-state visitors and residents returning to the State. The 14-day quarantine reduced the number of visitors to the State from 30,000 per day during the same period last year to a few hundred per day. The tourism industry is the largest sector of Hawaii’s economy and the reduction in the number of visitors to the State and the stay-at-home mandate resulted in the layoff and furlough of workers and increased the State’s unemployment rate. As of October 15, 2020, visitors to the State and returning residents would not be subject to a 14-day quarantine provided they tested negative for COVID-19 within 72 hours prior to the departure of their final leg of travel.

To assist customers during COVID-19, we have:

•Provided payment deferrals to borrowers who have experienced financial difficulties

because of COVID-19;

•Originated 23 Paycheck Protection Program loans totaling $1.7 million; and

•Waived early withdrawal penalties on certificates of deposit.

To qualify for the Bank’s loan deferral program, a borrower’s financial difficulties must be related to COVID-19 and the loan must not be more than 30 days past due as of December 31, 2019. In the loan payment deferral program, borrowers are allowed to defer loan payments for six months. For residential mortgage loans, the deferred interest will be payable within five years after the six-month deferral period ends. The term of the loan will be extended by six months to allow the loan to fully amortize. At the end of the six month deferral period, the Bank will be working with customers on a payment resumption plan.

During the payment deferral period, the borrowers are required to continue to make their escrow payments, which include insurance and property tax payments. Through October 19, 2020, all of the borrowers who received loan payment deferrals have made their escrow payments.

As of October 19, 2020, we have granted loan payment deferrals on $142.5 million of loans, which represent 9.6% of total loans receivable as of September 30, 2020. $136.9 million of these loan payment deferrals are on one- to four-family residential mortgage loans, which represent 9.2% of the total loans receivable as of September 30, 2020. We believe these loans are currently well secured as the ratio of the current loan balance to the current tax-assessed value of the property securing these mortgage loans averages 55.1%. One- to four-family residential mortgage loans represent 96.9% of our total loan portfolio balance with a ratio of the current loan balance to the current tax-assessed value of the property securing these loans averaging 45.5%. We have also granted loan payment deferrals on $5.3 million of commercial mortgage, commercial and industrial and home equity line of credit loans, which represent 0.4% of the total balance of loans receivable as of September 30, 2020.

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As of October 19, 2020, we have $66.3 million of loans, or 4.4% of total loans receivable as of September 30, 2020, resume loan payments. $71.2 million of loans, or 4.9% of total loans receivable as of September 30, 2020, have their first payment date on or after November 1, 2020.


	One- to Four-Family Residential
							Other Loans
					Total		(commercial
					One- to Four-		mortgage,
					Family		commercial
	Six Month		Six Month		Residential		and industrial				Percentage
	Deferral Ends		Deferral Ends		Mortgage Loans		and home				of Total
	On or Before		On or After		on Payment		equity lines		Total		Loans
	10/1/2020		11/1/2020		Deferral		of credit)		Loans		at 9/30/20

	(Dollars in millions)

Loan payment deferrals granted	$	66.0	$	70.9	$	136.9	$	5.3	$	142.2	9.6	%

Less:
Loans resuming payment currently on accrual		61.3		(a)		61.3		1.7		63.0	4.2
Loans continuing to pay escrow only		2.1		(a)		2.1		0.0		2.1	0.1
Loans currently working on payment resumption plan		2.6		(a)		2.6		0.0		2.6	0.2
Loans resuming payment early before deferral period ends and currently on accrual		—		3.3		3.3		0.0		3.3	0.2

Total loans on deferral with first payment on or after November 1, 2020			$	67.6	$	67.6	$	3.6	$	71.2	4.9	%

(a) to be determined as deferral period ends on or after 11/1/20

The Coronavirus Aid, Relief, and Economic Security (CARES) Act was passed by Congress and signed into law by the President on March 27, 2020. The CARES Act provides relief to financial institutions from categorizing eligible loan modifications as troubled debt restructurings over the remaining life of the modified loan. In addition, Interagency Statements were issued on March 22, 2020 and April 7, 2020 by bank regulatory agencies to encourage financial institutions to work prudently with borrowers. We will be using the provisions of the CARES Act and the Interagency Statements to account for the loans receiving modifications.

Since the beginning of the year, and through September 30, 2020, we have not seen an increase in loan delinquencies, significant changes in deposits or significant drawdowns on any lines of credit. Loan delinquencies do not include loans requesting payment deferral because of COVID-19. We do not have any commercial loans to hotels, businesses in the transportation industry, restaurants or retail establishments.

Our ninth share repurchase program was completed on April 21, 2020. Due to the uncertainty surrounding COVID-19, we have not announced a new share repurchase program.

We have continued our focus on originating one- to four-family residential real estate loans. Our emphasis on conservative loan underwriting has resulted in continued low levels of nonperforming assets. Our nonperforming assets, which can include nonaccrual loans and real estate owned, totaled ~~$3.3~~$2.2 million, or ~~0.17%~~0.10% of total assets at September 30, ~~2017,~~2020 compared to ~~$4.6 million,~~$736,000 or ~~0.24%~~0.04% of total assets at December 31, ~~2016. Our nonperforming loans and loss experience has enabled us to maintain a relatively low allowance for loan losses~~2019. We recorded $2.3 million in ~~relation to other peer institutions and correspondingly resulted in low levels of provisions for loan losses. Our~~ provisions for loan losses ~~were $2,000 and $219,000~~ for the nine months ended September 30, ~~2017~~2020 and ~~2016, respectively.~~$65,000 of provisions for loan losses for the nine months ended September 30, 2019. The increase in the loan loss provision occurred primarily from an increase in the qualitative factors used to calculate the allowance for loan losses. The qualitative factors were raised primarily because Hawaii’s

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unemployment rate increased due to layoffs that resulted from government mandates to minimize the spread of COVID-19.

Other than our loans for the construction of one- to four-family residential homes, we do not offer “interest only” mortgage loans (where the borrower pays only interest for an initial period, after which the loan converts to a fully amortizing loan) on one- to four-family residential properties. We also do not offer loans that provide for negative amortization of principal, such as “Option ARM” loans, where the borrower can pay less than the interest owed on their loan, resulting in an increased principal balance during the life of the loan. We do not offer “subprime loans” (loans that generally target borrowers with weakened credit histories typically characterized by payment delinquencies, previous charge-offs, judgments, bankruptcies, or borrowers with questionable repayment capacity as evidenced by low credit scores or high debt-burden ratios) or Alt-A loans (traditionally defined as nonconforming loans having less than full documentation). We also do not own any private label mortgage-backed securities that are collateralized by Alt-A, low or no documentation or subprime mortgage loans.

We sold ~~$20.3 million and $38.6 million of~~ fixed-rate mortgage loans with principal balances of $22.3 million and $3.6 million during the nine months ended September 30, 2020 and 2019, respectively. During the nine months ended September 30, 2020, we also securitized fixed-rate first mortgage loans with a book value of $9.4 million and received mortgage-backed securities with a fair market value of $9.8 million. Federal Home Loan Bank advances decreased by $15.0 million to $141.0 million for the nine months ended September 30, ~~2017~~2020 and ~~2016, respectively. Long-term, fixed-rate borrowings~~increased by $41.7 million to $183.9 million for the nine months ended September 30, 2019. The $41.7 million increase in Federal Home Loan Bank advances during the nine months ended September 30, 2019 was done to reduce interest rate risk. Securities sold under agreements to repurchase remained constant at $10.0 million for the nine months ended September 30, ~~2017~~2020 and ~~2016.~~decreased by $20.0 million to $10.0 million for the nine months ended September 30, 2019.

Our investments in mortgage-backed securities have been issued by Freddie Mac or Fannie Mae, which are U.S. government-sponsored enterprises, or Ginnie Mae, which is a U.S. government agency. These ~~agencies~~entities guarantee the payment of principal and interest on our mortgage-backed securities. ~~We do not own any preferred stock issued by Fannie Mae or Freddie Mac.~~ As of September 30, ~~2017~~2020 and December 31, ~~2016,~~2019, we owned ~~$414.0~~$296.5 million and ~~$406.5~~$372.5 million, respectively, of mortgage-backed securities issued by Freddie Mac, Fannie Mae and Ginnie Mae.

Critical Accounting Policies

There are no material changes to the critical accounting policies disclosed in Territorial Bancorp Inc.’s Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2019.

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Comparison of Financial Condition at September 30, ~~2017~~2020 and December 31, ~~2016~~2019

Assets.AtOur total assets increased by$20.0 million, or 1.0%, to $2.1 billion at September 30, ~~2017, our assets were $1.962 billion, an increase of $84.9 million, or 4.5%, from $1.878 billion at December 31, 2016.~~2020. The increase in assets was primarily ~~the result of~~due to a ~~$97.7~~$192.7 million increase in cash and cash equivalents, which was partially offset by a $101.8 million decrease in total loans receivable and a ~~$6.9 million increase in investment securities, which was partially offset by a $22.9~~$76.0 million decrease in ~~cash and cash equivalents.~~total investment securities.

Cash and Cash Equivalents. Cash and cash equivalents were ~~$38.4~~$237.5 million at September 30, ~~2017, a decrease~~2020, an increase of ~~$22.9~~$192.7 million since December 31, ~~2016.~~2019. The ~~decrease~~increase in cash and cash equivalents was primarily caused by a ~~$97.7~~$101.8 million decrease in total loans receivable, a $76.0 million decrease in total investment securities and a $30.8 million increase in ~~total loans, which was~~deposits. These increases were partially offset by a ~~$78.2~~$15.0 million ~~increase~~decrease in ~~deposits.~~Federal Home Loan advances.

Loans. Total loans, including ~~$495,000~~$834,000 of loans held for sale, were ~~$1.435~~$1.5 billion at September 30, ~~2017,~~2020, or ~~73.1%~~70.4% of total assets. During the nine months ended September 30, ~~2017,~~2020, the loan portfolio, including loans held for sale, ~~increased~~decreased by ~~$97.7~~$101.8 million, or ~~7.3%~~6.4%. The ~~increase~~decrease in the loan portfolio primarily occurred as principal repayments, loan sales and loan securitizations exceeded the ~~production~~originations of new ~~one-~~loans. We securitized fixed-rate mortgage loans with a book value of $9.4 million into Freddie Mac mortgage-backed securities during the nine months ended September 30, 2020 to ~~four-family residential loans exceeded principal repayments~~increase our liquid assets. The securitization transaction lowered the loan receivable balance and ~~loan sales.~~increased the securities balance.

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Securities. At September 30, ~~2017,~~2020, our securities portfolio totaled ~~$414.6~~$296.5 million, or ~~21.1%~~14.1% of total assets. During the nine months ended September 30, ~~2017,~~2020, the securities portfolio ~~increased~~decreased by ~~$6.9~~$76.0 million, or ~~1.7%~~20.4%. The ~~increase~~decrease in the securities ~~portfolio is due to purchases of new securities exceeding~~balance occurred as principal repayments and ~~sales. During~~ the ~~nine months ended September 30, 2017, $52.0 million and $2.9 million~~sale of securities ~~were purchased for~~exceeded the ~~held-to-maturity and available-for-sale portfolios, respectively.~~securitization of loans.

At September 30, ~~2017,~~2020, none of the underlying collateral consisted of subprime or Alt-A (traditionally defined as nonconforming loans having less than full documentation) loans.

At September 30, 2017, we owned a trust preferred security with an amortized cost of $592,000. This security represents an investment in a pool of debt obligations primarily issued by holding companies of Federal Deposit Insurance Corporation-insured financial institutions.

The trust preferred securities market is considered to be inactive as only six transactions have occurred over the past 69 months in the same tranche of securities we own and no new issuances of pooled trust preferred securities have occurred since 2007. We use a discounted cash flow model to determine whether this security is other-than-temporarily impaired. The assumptions used in preparing the discounted cash flow model include the following: estimated discount rates, estimated deferral and default rates on collateral, and estimated cash flows.

~~Based on our review, our investment in the trust preferred security did not incur additional impairment during the nine months ended September 30, 2017.~~

It is reasonably possible that the fair value of the trust preferred security could decline in the near term if the overall economy and the financial condition of some of the issuers deteriorate further and the liquidity of this security remains low. As a result, there is a risk that our remaining cost basis of $592,000 on the trust preferred security could be credit-related other-than-temporarily impaired in the near term. The impairment, if any, could be material to our consolidated statements of income.

Deposits. Deposits were ~~$1.571~~$1.7 billion at September 30, ~~2017,~~2020, an increase of ~~$78.2~~$30.8 million, or ~~5.2%~~1.9%, since December 31, ~~2016.~~2019. The growth in deposits was primarily due to increases of $74.7 million in savings accounts and $35.8 million in checking accounts. These increases were partially offset by an ~~increase of $63.2~~$86.7 million decrease in certificates of deposit ~~and an increase of $13.2 million in savings accounts~~ during the nine months ended September 30, ~~2017.~~2020. The ~~increase~~decrease in certificates of deposit ~~is primarily due to~~included a ~~$34.7~~$48.9 million ~~increase~~planned decrease in public ~~deposits and $14.6 million in new accounts at our new Keeaumoku branch, which was opened in April 2017.~~deposits.

Borrowings. Our borrowings consist of advances from the Federal Home Loan Bank and funds borrowed under securities sold under agreements to repurchase. At During the nine months ending September 30, ~~2017 and~~2020 total borrowings decreased to $151.0 million at September 30, 2020 from $166.0 million at December 31, ~~2016, total borrowings~~2019. Federal Home Loan Bank advances decreased by $15.0 million while securities sold under agreements to repurchase remained ~~constant at $124.0 million.~~ constant. During the three months ended September 30, 2020, we restructured $55.0 million of FHLB advances. This transaction lowered the average cost of FHLB advances from 2.28% to 1.54% and extended the average maturity date by 1.6 years. We have not required any additional borrowings to fund our operations. Instead we have primarily funded our operations with additional deposits, proceeds from loan sales and principal repayments on loans and mortgage-backed securities.

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Stockholders’ Equity. Total stockholders’ equity increased to ~~$237.3~~$246.7 million at September 30, ~~2017~~2020 from ~~$229.8~~$243.9 million at December 31, ~~2016.~~2019. The increase in stockholders’ equity occurred ~~as our~~primarily due to net income ~~for~~of $13.1 million and stock issuances of $2.3 million, which were offset by the ~~year exceeded dividends paid to stockholders.~~repurchase of $6.6 million of common stock and the declaration of $6.3 million of dividends.

Average Balances and Yields

The following tables set forth average balance sheets, average yields and rates, and certain other information ~~at and~~ for the periods indicated. No tax-equivalent yield adjustments were made, as the effect thereof was not material. All average balances are daily average balances. Nonaccrual loans were included in the computation of average balances and are included with accrual loans in the tables. However, no interest income was attributed to nonaccrual loans. The yields set forth below include the effect of net deferred costs, discounts and premiums that are amortized or accreted to interest income.

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	For the Three Months Ended September 30,
	2020							2019
	Average							Average
	Outstanding					Yield/Rate		Outstanding					Yield/Rate
	Balance			Interest		(1)		Balance			Interest		(1)

	(Dollars in thousands)
Interest-earning assets:
Loans:
Real estate loans:
First mortgage:
One- to four-family residential (2)	$	1,468,756		$	14,041	3.82	%	$	1,547,792		$	15,201	3.93	%
Multi-family residential		8,943			101	4.52			12,434			142	4.57
Construction, commercial and other		21,922			245	4.47			21,357			254	4.76
Home equity loans and lines of credit		9,777			119	4.87			11,597			163	5.62
Other loans		11,294			122	4.32			8,038			104	5.18
Total loans		1,520,692			14,628	3.85			1,601,218			15,864	3.96
Investment securities:
U.S. government sponsored mortgage-backed securities (2)		318,158			2,264	2.85			368,981			2,865	3.11
Total securities		318,158			2,264	2.85			368,981			2,865	3.11
Other		166,191			239	0.58			36,489			219	2.40
Total interest-earning assets		2,005,041			17,131	3.42			2,006,688			18,948	3.78
Non-interest-earning assets		79,273							75,890
Total assets	$	2,084,314						$	2,082,578

Interest-bearing liabilities:
Savings accounts	$	962,882			536	0.22	%	$	923,933			1,135	0.49	%
Certificates of deposit		377,256			1,342	1.42			446,081			2,232	2.00
Money market accounts		5,855			6	0.41			4,716			5	0.42
Checking and Super NOW accounts		233,128			13	0.02			189,720			10	0.02
Total interest-bearing deposits		1,579,121			1,897	0.48			1,564,450			3,382	0.86
Federal Home Loan Bank advances		141,001			724	2.05			163,110			973	2.39
Securities sold under agreements to repurchase		10,000			46	1.84			10,001			42	1.68
Total interest-bearing liabilities		1,730,122			2,667	0.62			1,737,561			4,397	1.01
Non-interest-bearing liabilities		106,925							99,861
Total liabilities		1,837,047							1,837,422
Stockholders’ equity		247,267							245,156
Total liabilities and stockholders’ equity	$	2,084,314						$	2,082,578

Net interest income				$	14,464						$	14,551
Net interest rate spread (3)						2.80	%						2.77	%
Net interest-earning assets (4)	$	274,919						$	269,127
Net interest margin (5)						2.89	%						2.90	%
Interest-earning assets to interest-bearing liabilities		115.89	%						115.49	%

For the Three Months Ended September 30,

2017

2016

Average

Average

Outstanding

Yield/Rate

Outstanding

Yield/Rate

Balance

Interest

(1)

Balance

Interest

(1)

(Dollars in thousands)

Interest-earning assets:

Loans:

Real estate loans:

First mortgage:












One- to four-family residential (2)

$
1,371,678

$
13,248

3.86
%
$
1,226,054

$
12,433

4.06
%

Multi-family residential

9,363

111

4.74

9,656

114

4.72

Construction, commercial and other

22,046

250

4.54

25,189

278

4.41

Home equity loans and lines of credit

13,607

162

4.76

15,428

169

4.38

Other loans

4,984

66

5.30

4,297

58

5.40

Total loans

1,421,678

13,837

3.89

1,280,624

13,052

4.08

Investment securities:

U.S. government sponsored mortgage-backed securities (2)

407,547

3,169

3.11

444,514

3,496

3.15

Trust preferred securities

745

—

—

992

—

—

Total securities

408,292

3,169

3.10

445,506

3,496

3.14

Other

47,138

171

1.45

54,658

121

0.89

Total interest-earning assets

1,877,108

17,177

3.66

1,780,788

16,669

3.74

Non-interest-earning assets

70,268

68,176

Total assets

$
1,947,376

$
1,848,964

Interest-bearing liabilities:

Savings accounts

$
1,036,734

1,146

0.44
%
$
1,022,748

1,050

0.41
%

Certificates of deposit

278,375

871

1.25

213,409

423

0.79

Money market accounts

5,719

6

0.42

2,651

2

0.30

Checking and Super NOW accounts

179,670

10

0.02

171,624

10

0.02

Total interest-bearing deposits

1,500,498

2,033

0.54

1,410,432

1,485

0.42

Federal Home Loan Bank advances

70,262

264

1.50

69,033

259

1.50

Securities sold under agreements to repurchase

55,000

221

1.61

55,000

220

1.60

Total interest-bearing liabilities

1,625,760

2,518

0.62

1,534,465

1,964

0.51

Non-interest-bearing liabilities

84,177

85,962

Total liabilities

1,709,937

1,620,427

Stockholders’ equity

237,439

228,537

Total liabilities and stockholders’ equity

$
1,947,376

$
1,848,964

Net interest income

$
14,659

$
14,705

Net interest rate spread (3)

3.04
%

3.23
%

Net interest-earning assets (4)

$
251,347

$
246,323

Net interest margin (5)

3.12
%

3.30
%

Interest-earning assets to interest-bearing liabilities

115.46
%

116.05
%

(1)

~~(1)~~

Annualized.

(2)

~~(2)~~

Average balance includes loans or investments available for sale, as applicable.

(3)

~~(3)~~

Net interest rate spread represents the difference between the yield on average interest-earning assets and the cost of average interest-bearing liabilities.

(4)

~~(4)~~

Net interest-earning assets represent total interest-earning assets less total interest-bearing liabilities.

(5)

~~(5)~~

Net interest margin represents net interest income divided by average total interest-earning assets.

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	For the Nine Months Ended September 30,
	2020							2019
	Average							Average
	Outstanding					Yield/Rate		Outstanding					Yield/Rate
	Balance			Interest		(1)		Balance			Interest		(1)

	(Dollars in thousands)
Interest-earning assets:
Loans:
Real estate loans:
First mortgage:
One- to four-family residential (2)	$	1,499,486		$	43,400	3.86	%	$	1,540,522		$	45,579	3.94	%
Multi-family residential		9,297			318	4.56			12,347			426	4.60
Construction, commercial and other		22,262			765	4.58			20,792			734	4.71
Home equity loans and lines of credit		10,024			461	6.13			11,353			481	5.65
Other loans		10,560			366	4.62			6,496			255	5.23
Total loans		1,551,629			45,310	3.89			1,591,510			47,475	3.98
Investment securities:
U.S. government sponsored mortgage-backed securities (2)		346,095			7,654	2.95			369,853			8,583	3.09
Trust preferred securities		—			—	—			4			—	—
Total securities		346,095			7,654	2.95			369,857			8,583	3.09
Other		115,354			753	0.87			35,960			709	2.63
Total interest-earning assets		2,013,078			53,717	3.56			1,997,327			56,767	3.79
Non-interest-earning assets		78,856							77,320
Total assets	$	2,091,934						$	2,074,647

Interest-bearing liabilities:
Savings accounts	$	930,607			2,048	0.29	%	$	948,626			3,470	0.49	%
Certificates of deposit		430,356			5,284	1.64			444,133			6,603	1.98
Money market accounts		5,147			17	0.44			5,121			17	0.44
Checking and Super NOW accounts		217,887			36	0.02			189,450			30	0.02
Total interest-bearing deposits		1,583,997			7,385	0.62			1,587,330			10,120	0.85
Federal Home Loan Bank advances		146,712			2,448	2.22			131,276			2,425	2.46
Securities sold under agreements to repurchase		10,000			137	1.83			13,755			173	1.68
Total interest-bearing liabilities		1,740,709			9,970	0.76			1,732,361			12,718	0.98
Non-interest-bearing liabilities		105,026							100,054
Total liabilities		1,845,735							1,832,415
Stockholders’ equity		246,199							242,232
Total liabilities and stockholders’ equity	$	2,091,934						$	2,074,647

Net interest income				$	43,747						$	44,049
Net interest rate spread (3)						2.80	%						2.81	%
Net interest-earning assets (4)	$	272,369						$	264,966
Net interest margin (5)						2.90	%						2.94	%
Interest-earning assets to interest-bearing liabilities		115.65	%						115.30	%

For the Nine Months Ended September 30,

2017

2016

Average

Average



Outstanding

Yield/Rate

Outstanding

Yield/Rate

Balance

Interest

(1)

Balance

Interest

(1)

(Dollars in thousands)

Interest-earning assets:

Loans:

Real estate loans:

First mortgage:

One- to four-family residential (2)

$
1,336,843

$
39,079

3.90
%

$
1,189,741

$
36,240

4.06
%

Multi-family residential

9,432

333

4.71

9,721

342

4.69

Construction, commercial and other

22,666

772

4.54

23,306

795

4.55

Home equity loans and lines of credit

14,219

499

4.68

15,580

504

4.31

Other loans

4,968

194

5.21

4,424

179

5.39

Total loans

1,388,128

40,877

3.93

1,242,772

38,060

4.08

Investment securities:

U.S. government sponsored mortgage-backed securities (2)

400,323

9,328

3.11

466,516

11,121

3.18

Trust preferred securities

967

—

—

943

—

—

Total securities

401,290

9,328

3.10

467,459

11,121

3.17

Other

58,094

530

1.22

67,627

411

0.81

Total interest-earning assets

1,847,512

50,735

3.66

1,777,858

49,592

3.72

Non-interest-earning assets

69,385

68,463

Total assets

$
1,916,897

$
1,846,321

Interest-bearing liabilities:

Savings accounts

$
1,031,650

3,261

0.42
%

$
1,015,992

3,107

0.41
%

Certificates of deposit

257,074

2,153

1.12

225,221

1,222

0.72

Money market accounts

4,936

16

0.43

2,204

6

0.36

Checking and Super NOW accounts

180,134

29

0.02

170,449

28

0.02

Total interest-bearing deposits

1,473,794

5,459

0.49

1,413,866

4,363

0.41

Federal Home Loan Bank advances

69,900

779

1.49

69,011

772

1.49

Securities sold under agreements to repurchase

55,000

654

1.59

55,000

656

1.59

Total interest-bearing liabilities

1,598,694

6,892

0.57

1,537,877

5,791

0.50

Non-interest-bearing liabilities

82,926

82,714

Total liabilities

1,681,620

1,620,591

Stockholders’ equity

235,277

225,730

Total liabilities and stockholders’ equity

$
1,916,897

$
1,846,321

Net interest income

$
43,843

$
43,801

Net interest rate spread (3)

3.09
%

3.22
%

Net interest-earning assets (4)

$
248,818

$
239,981

Net interest margin (5)

3.16
%

3.28
%

Interest-earning assets to interest-bearing liabilities

115.56
%

115.60
%

(1)

~~(1)~~

Annualized.

(2)

~~(2)~~

Average balance includes loans or investments available for sale, as applicable.

(3)

~~(3)~~

Net interest rate spread represents the difference between the yield on average interest-earning assets and the cost of average interest-bearing liabilities.

(4)

~~(4)~~

Net interest-earning assets represent total interest-earning assets less total interest-bearing liabilities.

(5)

~~(5)~~

Net interest margin represents net interest income divided by average total interest-earning assets.

3537

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Comparison of Operating Results for the Three Months Ended September 30, ~~2017~~2020 and ~~2016~~2019

General. Net income ~~increased~~decreased by ~~$9,000,~~$1.0 million, or ~~0.2%~~19.5%, to ~~$4.2~~$4.3 million for the three months ended September 30, 2019 from $5.4 million for the three months ended September 30, ~~2017.~~2019. The ~~increase~~decrease in net income was primarily due to a ~~$212,000 decrease in income taxes and a $53,000 decrease in loan loss provisions. These were partially offset by a $116,000~~$581,000 increase in ~~noninterest expense,~~provision for loan losses, a ~~$94,000~~$525,000 decrease in noninterest income and ~~a $46,000~~an $87,000 decrease in net interest income. These decreases to net income were partially offset by decreases of $130,000 and $15,000 in income tax and noninterest expense, respectively.

Net Interest Income. Net interest income decreased by ~~$46,000,~~$87,000, or ~~0.3%~~0.6%, to ~~$14.7~~$14.5 million for the three months ended September 30, ~~2017.~~2020 from $14.6 million for the three months ended September 30, 2019. Interest income ~~increased~~decreased by ~~$508,000,~~$1.8 million, or ~~3.0%~~9.6%, primarily due to a ~~$96.3~~36 basis point decrease in the average yield on average interest-earning assets and a $1.6 million ~~increase~~decrease in the average balance of interest-earning assets. ~~This was offset~~Interest expense decreased by ~~an eight~~$1.7 million, or 39.3%, due to a 39 basis point decrease in the ~~yield~~cost of average ~~interest-earning assets. Interest expense increased by $554,000, or 28.2%, due to~~interest-bearing liabilities and a ~~$91.3~~$7.4 million ~~increase~~decrease in the average balance of ~~interest-bearing liabilities and an 11 basis point increase in the cost of average~~ interest-bearing liabilities. The interest rate spread and net interest margin were ~~3.04%~~2.80% and ~~3.12%~~2.89%, respectively, for the three months ended September 30, ~~2017,~~2020, compared to ~~3.23%~~2.77% and ~~3.30%~~2.90% respectively, for the three months ended September 30, ~~2016.~~2019. The ~~decreases~~changes in the interest rate spread and in the net interest margin are ~~attributed~~attributable to ~~an eight~~a 36 basis point decrease in the cost of average interest-earning liabilities and a 39 basis point decrease in the yield of average ~~interest-earning assets and an 11 basis point increase in the cost of average~~ interest-bearing liabilities. The decrease in the yield on average interest-earning assets was primarily due to the principal repayments on higher-yielding mortgage loans and securities and the addition of new mortgage loans and securities with lower rates. The increase in the cost of average interest-bearing liabilities was primarily due to a 46 basis point increase in the cost of certificates of deposit, primarily public deposits, as new certificates of deposit with higher interest rates were opened.assets.

Interest Income. Interest income ~~increased~~decreased by ~~$508,000,~~$1.8 million, or ~~3.0%~~9.6%, to ~~$17.2~~$17.1 million for the three months ended September 30, ~~2017~~2020 from ~~$16.7~~$18.9 million for the three months ended September 30, ~~2016.~~2019. Interest income on loans ~~increased~~decreased by ~~$785,000,~~$1.2 million, or ~~6.0%~~7.8%, to ~~$13.8~~$14.6 million for the three months ended September 30, 2020 from $15.9 million for the three months ended September 30, ~~2017 from $13.1~~2019. The decrease in interest income on loans occurred because of an $80.5 million, or 5.0%, decrease in the average loan balances and an 11 basis point decrease in the average loan yield. The decrease in the average loan balances occurred as loan repayments and loan sales exceeded new loan originations. Interest income on securities decreased by $601,000, or 21.0%, to $2.3 million for the three months ended September 30, 2016. The increase in interest income on loans occurred primarily because the average balance of loans grew by $141.1 million, or 11.0%, as new loan originations exceeded loan repayments and loan sales. The increase in interest income that occurred because of growth in the loan portfolio was partially offset by a 19 basis point decline in the average loan yield to 3.89% for the three months ended September 30, 20172020 from 4.08% for the three months ended September 30, 2016. The decline in the average yield on loans occurred because of repayments on higher-yielding loans and additions of new loans with lower yields to the loan portfolio. Interest income on investment securities decreased by $327,000, or 9.4%, to $3.2$2.9 million for the three months ended September 30, ~~2017 from $3.5 million for the three months ended September 30, 2016.~~2019. The decrease in interest income on securities occurred because the average balance of securities decreased by $50.8 million, or 13.8%, and because of a ~~$37.2 million~~26 basis point decline in the average securities yield, which occurred as higher yielding securities were paid off or sold. The decrease in the average ~~securities~~security balance was due to security repayments and a four basis point decrease in the average securities yield. The decline in the average balance and yield on securities occurred because repayments exceeded the amount of securities purchased and new securities added to the portfolio had lower yields.sales.

Interest Expense. Interest expense ~~increased~~decreased by ~~$554,000,~~$1.7 million, or ~~28.2%~~39.3%, to ~~$2.5~~$2.7 million for the three months ended September 30, ~~2017. Interest expense on deposits increased by $548,000, or 36.9%,~~2020 from ~~$1.5~~$4.4 million for the three months ended September 30, ~~2016~~2019. The decrease in interest expense occurred because interest expense on interest-bearing deposits decreased by $1.5 million, or 43.9%, to ~~$2.0~~$1.9 million for the three months ended September 30, ~~2017.~~2020 from $3.4 million for the three months ended September 30, 2019. The ~~increase~~decrease in interest expense on interest-bearing deposits was due to a 38 basis point decrease in the average rate on interest-bearing deposits, which was partially offset by a $14.7 million, or 0.9%, increase in the average interest-bearing deposit balance. The average rate paid on interest-bearing deposits decreased to 0.48% for the three months ended September 30, 2020 compared to 0.86% for the three months ended September 30, 2019. The decrease in the average rate paid on interest-bearing deposits was primarily due to lower interest rates offered on savings accounts and certificates of deposit. The average rate paid on savings accounts decreased to 0.22% for the three months ended September 30, 2020 from 0.49% for the three months ended September 30, 2019. The average rate paid on certificates of deposit decreased to 1.42% for the three months ended September 30, 2020 from 2.00% for the three months ended September 30, 2019. The increase in the average balance of deposits was primarily due to an increase in the average ~~outstanding~~ balance of checking and ~~the average rate paid on deposits.~~Super NOW accounts and savings accounts, which was partially offset by a decrease in certificates of deposit. The average ~~outstanding~~ balance of ~~deposits~~checking and Super NOW accounts increased by ~~$90.1~~$43.4 million, or ~~6.4%~~22.9%, to ~~$1.500 billion~~$233.1 million from $189.7 million. The average balance of savings accounts increased by $38.9 million, or 4.2%, to $962.9 million from $923.9 million. The average balance of certificates of deposit decreased by $68.8 million, or 15.4%, to $377.3 million from $446.1 million. Interest expense on FHLB advances decreased by $249,000 to $724,000 for the three months ended September 30, ~~2017 compared to $1.410 billion~~2020 from $973,000 for the three months ended September 30, ~~2016.~~2019. The ~~growth~~decrease in ~~deposits is primarily due to~~interest expense on FHLB advances occurred because of a ~~$65.0 million increase~~34 basis point decrease in the average ~~balance~~cost of ~~certificates of deposit~~advances and by a ~~$25.1~~$22.1 million ~~increase~~decrease in the average FHLB advance balance. The decrease in the average cost of advances occurred as we restructured $82.0 million of FHLB advances at lower interest rates. The decrease in FHLB advance balance occurred as maturing advances were paid off.

Table of ~~savings, money market~~Contents

Provision for Loan Losses. We recorded provisions for loan losses of $692,000 and ~~checking accounts. The average rate paid on deposits increased by 12 basis points from 0.42%~~$111,000 for the three months ended September 30, ~~2016 to 0.54% for the three months ended~~2020 and September 30, ~~2017, primarily due to a 46 basis point increase in certificate of deposit rates.~~2019, respectively. The increase in provisions in 2020 resulted primarily from an increase in the ~~average~~qualitative factors used to calculate the allowance for loan losses. The qualitative factors were raised because Hawaii’s unemployment rate ~~paid on certificates of deposit is primarily~~increased due to higher interest rates paid on newly opened public deposits. Because our public deposits carry higher rates than retail deposits, any increase in current interest rates or in the balance of public deposits may continue to increase our interest expense.

~~Provision for Loan Losses.~~ We recorded provisions for loan losses of $54,000 and $107,000 for the three months ended September 30, 2017 and September 30, 2016, respectively. The provisions for loan losses included net charge-offs of $12,000 and $21,000 for the three months ended September 30, 2017 and 2016, respectively. The decrease in loan loss provisions in the three months ended September 30, 2017layoffs that occurred as a result of ~~improving credit quality~~government mandates to minimize the spread of ~~the~~

~~Table of Contents~~

~~loan portfolio and a reduction in loan losses.~~COVID-19. The provisions recorded resulted in ratios of the allowance for loan losses to total loans of ~~0.17% and 0.18%~~0.33% at September 30, ~~2017~~2020 and ~~2016, respectively.~~0.17% at September 30, 2019. Nonaccrual loans totaled ~~$3.3~~$2.2 million at September 30, ~~2017,~~2020, or ~~0.23%~~0.15% of total loans at that date, compared to ~~$4.8 million~~$864,000 of nonaccrual loans at September 30, ~~2016,~~2019, or ~~0.37%~~0.05% of total loans at that date. Nonaccrual loans as of September 30, ~~2017~~2020 and ~~2016~~2019 consisted primarily of one- to four-family residential real estate loans. To the best of our knowledge, we have provided for all losses that are both probable and reasonable to estimate at September 30, ~~2017~~2020 and ~~2016.~~2019. For additional information see ~~note~~Note (6), “Loans Receivable and Allowance for Loan Losses” in our Notes to Consolidated Financial Statements.

Noninterest Income. The following table summarizes changes in noninterest income between the three months ended September 30, ~~2017~~2020 and ~~2016.~~2019.


													Three Months Ended
	Three Months Ended								September 30,					Change
	September 30,				Change				2020		2019			$ Change		% Change
	2017		2016		$ Change		% Change
				(Dollars in thousands)
																(Dollars in thousands)
Service fees on loan and deposit accounts	$	427	$	493	$	(66)	(13.4)	%	$	728	$	504		$	224	44.4	%
Income on bank-owned life insurance		228		240		(12)	(5.0)	%		204		215			(11)	(5.1)	%
Gain on sale of investment securities		150		60		90	150.0	%		261		123			138	112.2	%
Gain on sale of loans		28		114		(86)	(75.4)	%		321		1,205			(884)	(73.4)	%
Other		76		96		(20)	(20.8)	%		63		55			8	14.5	%
Total	$	909	$	1,003	$	(94)	(9.4)	%	$	1,577	$	2,102		$	(525)	(25.0)	%

Noninterest income decreased by ~~$94,000~~$525,000 for the three months ended September 30, ~~2017~~2020 compared to the three months ended September 30, ~~2016.~~2019. During the three months ended September 30, ~~2017 and 2016, $3.7~~2020, we sold $10.0 million ~~and $14.5 million, respectively,~~ of mortgage loans held for sale ~~were sold~~ and recognized gains of $28,000 and $114,000, respectively, were recognized. The decrease in service fees on loan and deposit accounts was primarily due to a decrease in fee income from brokering loans to other financial institutions. The decrease in other income was primarily due to a decrease in commissions earned on annuity and mutual fund sales. These decreases were partially offset by an increase in the gain on sale of investment securities.$321,000. During the three months ended September 30, ~~2017 and 2016,~~2019, we ~~received proceeds~~securitized fixed-rate first mortgage loans with a book values of ~~$2.4~~$29.2 million ~~and $801,000, respectively, from the sale of $2.2 million and $741,000, respectively, of held-to maturity~~into mortgage-backed securities ~~resulting~~with a fair value of $30.1 million. Mortgage servicing assets of $265,000 were recorded on the transaction and a net gain of $1.2 million was recognized on the securitization. Service fees on loan and deposit accounts increased due to an increase in ~~gross realized~~broker fees. During the three months ended September 30, 2020, we also sold $5.5 million of mortgage-backed securities and recorded gains of ~~$150,000 and $60,000, respectively. The sale~~$261,000 compared to $4.2 million of ~~these~~ mortgage-backed securities ~~for which we had already collected a substantial portion~~sold during the three months ended September 31, 2019 with recorded gains of the original purchased principal (at least 85%), was in accordance with the Investments — Debt and Equity Securities topic of the FASB ASC and does not taint management’s assertion of intent to hold remaining securities in the held-to-maturity portfolio to maturity.$123,000.

Noninterest Expense. The following table summarizes changes in noninterest expense between the three months ended September 30, ~~2017~~2020 and ~~2016.~~2019.


									Three Months Ended
	Three Months Ended								September 30,					Change
	September 30,					Change			2020		2019		$ Change		% Change
	2017		2016		$ Change		% Change
				(Dollars in thousands)
												(Dollars in thousands)
Salaries and employee benefits	$	5,201	$	5,265	$	(64)	(1.2)	%	$	5,346	$	5,586	$	(240)	(4.3)	%
Occupancy		1,529		1,432		97	6.8	%		1,701		1,610		91	5.7	%
Equipment		882		865		17	2.0	%		1,155		1,039		116	11.2	%
Federal deposit insurance premiums		152		144		8	5.6	%		138		1		137	13,700.0	%
Other general and administrative expenses		997		939		58	6.2	%		1,046		1,165		(119)	(10.2)	%
Total	$	8,761	$	8,645	$	116	1.3	%	$	9,386	$	9,401	$	(15)	(0.2)	%

Noninterest expense ~~increased~~decreased by ~~$116,000~~$15,000 for the three months ended September 30, ~~2017~~2020 compared to the three months ended September 30, ~~2016. Occupancy~~2019. The decrease in salaries and employee benefits was primarily due to an increase in the capitalized cost of new loan originations and a decrease in the expense ~~increased by $97,000~~for our employee stock ownership plan. As new loans are originated, salary expense is reduced due to ~~$1.5 million~~the capitalization of the cost of new loans. More loans were

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originated in the three months ended September 30, 2020 compared to the three months ended September 30, 2019. The increase in the number of new loans originated resulted in an increase in loan capitalization and an offset to salary expense for the three months ended September ~~20, 2017 from $1.4~~30, 2020. The decrease in employee stock ownership plan expense is primarily due to a decline in our stock price, which is used to calculate this expense. The decrease in other general and administrative expenses was primarily due to decreases in advertising expense and accounting and auditing expenses. The decrease in federal deposit insurance premiums was due to a credit received in the three months ended September 30, 2019 because the FDIC insurance fund was over-capitalized. The increase in equipment expense was primarily due to an increase in service bureau expense.

Income Tax Expense. Income taxes were $1.6 million for the three months ended September 30, ~~2016 primarily due to~~2020, reflecting an increase in repairs and maintenance and rent expense. The increase in other general and administrative expenses was mainly due to increases in marketing and other miscellaneous expenses. These increases were partially offset by a decrease in salaries

~~Table~~effective tax rate of ~~Contents~~

and employee benefits expense. Salaries and employee benefits expense decreased primarily due to a decrease in share-based compensation. The reduction in the cost of share-based compensation plans occurred as the majority of awards under our 2010 equity incentive plan became fully vested in 2016. The decrease in share-based compensation expense was partially offset by an annual salary increase and a decrease in the capitalized cost of new loan originations. The decrease in the capitalized cost of new loan originations in 2017 occurred as we closed fewer loans during the three months ended September 30, 201727.6%, compared to ~~the three months ended September 30, 2016.~~

~~Income Tax Expense.~~ ~~Income taxes were $2.6~~$1.8 million for the three months ended September 30, ~~2017,~~2019, reflecting an effective tax rate of ~~38.2%, compared to $2.8 million~~24.9%. Income tax expense for the three months ended September 30, ~~2016, reflecting an effective~~2019 included tax ~~rate~~benefits of ~~40.1%.~~

~~Income tax expense for the three months ending September 30, 2017 included a $150,000 tax benefit~~$34,000 related to the exercise of stock options. ~~Starting~~The increase in ~~2017 a new accounting standard requires that any excess~~the effective tax ~~benefits resulting from~~rate for the ~~exercise of stock options be recognized in income tax expense. Prior~~three months ended September 30, 2020 is also attributed to ~~the adoption of the new standard, the excess tax benefits were recorded as additional paid-in-capital. The amount of tax benefits or deficiencies recognized~~an increase in income tax expense ~~depends on the number of options exercised and the difference in the stock prices at the exercise and grant dates.~~related to executive compensation plans.

Comparison of Operating Results for the Nine Months Ended September 30, ~~2017~~2020 and ~~2016~~2019

General. Net income ~~increased~~decreased by ~~$810,000,~~$3.9 million, or ~~6.8%~~22.8%, from ~~$12.0~~$17.0 million for the nine months ended September 30, ~~2016~~2019 to ~~$12.8~~$13.1 million for the nine months ended September 30, ~~2017.~~2020. The ~~increase~~decrease in net income was due to a ~~$470,000~~$2.5 million decrease in noninterest ~~expense,~~income, a ~~$217,000 decrease~~$2.2 million increase in loan loss provisions ~~a $114,000 decrease in income taxes~~ and a ~~$42,000 increase~~$302,000 decrease in net interest income. These decreases in net income were partially offset by a ~~$33,000~~$791,000 decrease in noninterest ~~income.~~expense and a $358,000 decrease in income tax expense.

Net Interest Income. Net interest income ~~increased~~decreased by ~~$42,000,~~$302,000, or ~~0.1%~~0.7%, to ~~$43.8~~$43.7 million for the nine months ended September 30, ~~2017.~~2020 from $44.0 million for the nine months ended September 30, 2019. Interest income ~~increased~~decreased by ~~$1.1~~$3.1 million, or ~~2.3%~~5.4%, due to a ~~$69.7~~23 basis point decrease in the average yield of interest-earning assets, which was partially offset by a $15.8 million increase in the average balance of interest-earning assets. ~~This was offset~~Interest expense decreased by $2.7 million, or 21.6%, due to a ~~six~~22 basis point decrease in the ~~yield~~cost of average ~~interest-earning assets. Interest expense increased~~interest-bearing liabilities, which was partially offset by ~~$1.1 million, or 19.0%, due to~~ a ~~$60.8~~$8.3 million increase in the average balance of ~~interest-bearing liabilities and a seven basis point increase in the cost of average~~ interest-bearing liabilities. The interest rate spread and net interest margin were ~~3.09%~~2.80% and ~~3.16%~~2.90% respectively, for the nine months ended September 30, ~~2017,~~2020, compared to ~~3.22%~~2.81% and ~~3.28%~~2.94%, respectively, for the nine months ended September 30, ~~2016.~~2019. The decreases in the interest rate spread and in the net interest margin are ~~attributed~~attributable to ~~a six~~the 23 basis point decrease in the yield ofon average ~~interest-earning~~interest-bearing assets ~~and a seven~~that was partially offset by the 22 basis point ~~increase~~decrease in the cost of average ~~interest-bearing~~interest-earning liabilities. The decrease in the yield of average interest-earning assets was primarily due to the principal repayments on higher-yielding mortgage loans and securities and the addition of new mortgage loans and securities with lower rates. The increase in the cost of average interest-bearing liabilities was primarily due to a 40 basis point increase in the cost of certificates of deposit, primarily public deposits, as new certificates of deposit with higher interest rates were opened.

Interest Income. Interest income ~~increased~~decreased by ~~$1.1~~$3.1 million, or ~~2.3%~~5.4%, to ~~$50.7~~$53.7 million for the nine months ended September 30, ~~2017~~2020 from ~~$49.6~~$56.8 million for the nine months ended September 30, ~~2016.~~2019. Interest income on loans ~~increased~~decreased by ~~$2.8~~$2.2 million, or ~~7.4%~~4.6%, to ~~$40.9~~$45.3 million for the nine months ended September 30, ~~2017~~2020 from ~~$38.1~~$47.5 million for the nine months ended September 30, ~~2016.~~2019. The ~~increase~~decrease in interest income on loans occurred ~~primarily~~ because the average balance of loans ~~grew~~decreased by ~~$145.4~~$39.9 million, or ~~11.7%~~2.5%, ~~as new loan originations exceeded loan repayments~~ and ~~loan sales. The increase in interest income that occurred because of growth in the loan portfolio was partially offset by a 15 basis point decline in~~ the average loan yield ~~to 3.93% for the~~decreased by nine ~~months ended September 30, 2017 from 4.08% for the nine months ended September 30, 2016.~~basis points. The ~~decline~~decrease in the average ~~yield on loans~~balance occurred ~~because of~~as loan repayments, ~~on higher-yielding loans~~loan sales and ~~additions of~~loan securitizations exceeded new ~~loans with lower yields to the~~ loan ~~portfolio.~~originations. Interest income on ~~investment~~ securities decreased by ~~$1.8 million,~~$929,000, or ~~16.1%~~10.8%, to ~~$9.3~~$7.7 million for the nine months ended September 30, ~~2017~~2020 from ~~$11.1~~$8.6 million for the nine months ended September 30, ~~2016.~~2019. The decrease in interest income on securities occurred because the average balance of ~~a $66.2~~securities decreased by $23.8 million, or 6.4%, as security repayments and sales exceeded security purchases and loan securitizations. The decrease in ~~the average~~interest income on securities ~~balance and~~was augmented by a ~~seven~~14 basis point decrease in the average

~~Table of Contents~~

~~securities yield. The decline in the average balance and~~ yield on securities, which occurred ~~because repayments exceeded the amount of~~as higher yielding securities ~~purchased and new securities added to the portfolio had lower yields.~~were paid off or sold.

Interest Expense. Interest expense ~~increased~~decreased by ~~$1.1~~$2.7 million, or ~~19.0%~~21.6%, to ~~$6.9~~$10.0 million for the nine months ended September 30, ~~2017. Interest expense on deposits increased by $1.1 million, or 25.1%,~~2020 from ~~$4.4~~$12.7 million for the nine months ended September 30, ~~2016 to $5.5~~2019. Interest expense on interest-bearing deposits decreased by $2.7 million, or 27.0%, from $10.1 million for the nine months ended September 30, ~~2017. The increase in interest expense on deposits was due~~2019 to ~~an increase in the average outstanding balance and the average rate paid on deposits. The average outstanding balance of deposits increased by $59.9~~$7.4 million ~~or 4.2%, to $1.474 billion~~ for the nine months ended September 30, ~~2017 compared~~2020. The decrease in interest expense on interest-bearing deposits was due to ~~$1.414 billion for~~a 23 basis point decrease in the average rate paid on interest-bearing deposits and a $3.3

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million, or 0.2%, decrease in the average interest-bearing deposit balance. The decrease in the average rate paid on interest bearing deposits was primarily due to lower interest rates offered on certificates of deposit and savings accounts. During the nine months ended September 30, 2016. The growth in deposits is primarily due to a $31.9 million increase in the average balance of certificates of deposit and a $28.1 million increase in the average balance of savings, money market and checking accounts. The average rate paid on deposits increased by eight basis points from 0.41% for the nine months ended September 30, 2016 to 0.49% for the nine months ended September 30, 2017, primarily due to a 40 basis point increase in certificate of deposit rates. The increase in2020, the average rate paid on certificates of deposit isdecreased by 34 basis points as average rates dropped from 1.98% to 1.64% as higher rate certificates of deposit matured. The average rate paid on savings accounts decreased by 20 basis points as average rates dropped from 0.49% to 0.29%. The decrease in average interest bearing deposit balance was primarily due to ~~higher interest rates paid on public deposits. Because our public~~an $18.0 million decrease in the average balance of savings accounts and a $13.8 million decrease in the average balance of certificate of deposits, ~~carry higher rates than retail deposits, any~~which was partially offset by a $28.4 million increase in ~~current interest rates or in~~ the average balance of ~~public deposits may continue to increase our interest expense.~~checking and Super NOW accounts.

Provision for Loan Losses. We recorded provisions for loan losses of ~~$2,000~~$2.3 million and ~~$219,000~~$65,000 for the nine months ended September 30, ~~2017~~2020 and ~~2016,~~2019, respectively. The ~~provision~~increase in provisions in 2020 resulted primarily from an increase in the qualitative factors used to calculate the allowance for loan ~~losses included net recoveries of $45,000 for the nine months ended September 30, 2017 and net charge-offs of $23,000 for the nine months ended September 30, 2016.~~losses. The ~~decrease in loan loss provisions in the nine months ended September 30, 2017~~qualitative factors were raised because Hawaii’s unemployment rate increased due to layoffs that occurred as a result of ~~improving credit quality~~government mandates to minimize the spread of ~~the loan portfolio and a reduction in loan losses.~~COVID-19. The provisions recorded resulted in ratios of the allowance for loan losses to total loans of ~~0.17%~~0.33% and ~~0.18%~~0.17% at September 30, ~~2017~~2020 and ~~2016,~~2019, respectively. Nonaccrual loans totaled ~~$3.3~~$2.2 million at September 30, ~~2017,~~2020, or ~~0.23%~~0.15% of total loans at that date, compared to ~~$4.8 million~~$864,000 of nonaccrual loans at September 30, ~~2016,~~2019, or ~~0.37%~~0.05% of total loans at that date. Nonaccrual loans as of September 30, ~~2017~~2020 and ~~2016~~2019 consisted primarily of one- to four-family residential real estate loans. To the best of our knowledge, we have provided for all losses that are both probable and reasonable to estimate at September 30, ~~2017~~2020 and ~~2016.~~2019. For additional information see ~~note~~Note (6), “Loans Receivable and Allowance for Loan Losses” in our Notes to Consolidated Financial Statements.

Noninterest Income. The following table summarizes changes in noninterest income between the nine months ended September 30, ~~2017~~2020 and ~~2016.~~ 2019.


									Nine Months Ended
	Nine Months Ended								September 30,				Change
	September 30,				Change				2020		2019		$ Change		% Change
	2017		2016		$ Change		% Change
				(Dollars in thousands)
												(Dollars in thousands)
Service fees on loan and deposit accounts	$	1,490	$	1,422	$	68	4.8	%	$	1,716	$	1,427	$	289	20.3	%
Income on bank-owned life insurance		681		727		(46)	(6.3)	%		607		632		(25)	(4.0)	%
Gain on sale of investment securities		431		250		181	72.4	%		858		2,910		(2,052)	(70.5)	%
Gain on sale of loans		154		304		(150)	(49.3)	%		987		1,211		(224)	(18.5)	%
Other		234		320		(86)	(26.9)	%		171		635		(464)	(73.1)	%
Total	$	2,990	$	3,023	$	(33)	(1.1)	%	$	4,339	$	6,815	$	(2,476)	(36.3)	%

Noninterest income decreased by ~~$33,000~~$2.5 million for the nine months ended September 30, ~~2017~~2020 compared to the nine months ended September 30, ~~2016. During~~2019. The decrease in gain on sale of investment securities was primarily due to the sale of our investment in a trust preferred security in the nine months ended September 30, ~~2017 and 2016, the Company sold $20.3 million and $38.6 million, respectively,~~2019 where we recognized a gain of mortgage loans held for sale and recognized gains of $154,000 and $304,000, respectively. Other income decreased by $86,000 primarily due to a decrease in commissions earned on annuity and mututal fund sales. These decreases were partially offset by increases in the gain on sale of investment securities and in service fees on loan and deposit accounts. During the nine months ended September 30, 2017 and 2016, we received proceeds of $7.4 million and $3.9 million, respectively, from the sale of $7.0 million and $3.7 million, respectively, of held-to-maturity mortgage-backed securities, resulting in gross realized gains of $431,000 and $250,000, respectively.$2.7 million. The sale of ~~these mortgage-backed securities, for~~this trust preferred security, which we had ~~already collected~~ a ~~substantial portion of~~

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significant deterioration in the ~~original purchased principal (at least 85%), was~~issuer’s credit rating, is in accordance with the Investments —– Debt and Equity Securities topic of the FASB ASC and does not taint management’s assertion of its intent to hold to maturity the remaining securities in the held-to-maturity ~~portfolio to maturity.~~portfolio. During the nine months ended September 30, ~~2017, service~~2020, we securitized fixed-rate first mortgage loans with a book value of $9.4 million into mortgage-backed securities with a fair value of $9.8 million. We retained the servicing of these loans and recorded mortgage servicing assets with a fair market value of $78,000 and recognized total gains of $377,000 on the securitization transaction. During the nine months ended September 30, 2020, we sold mortgage loans held for sale with principal balances of $22.3 million and recognized gains of $610,000. During the nine months ended September 30, 2019, we securitized fixed-rate first mortgage loans with a book value of $29.2 million into mortgage-backed securities with a fair value of $30.1 million. Mortgage servicing assets of $265,000 were recorded on the transaction and a net gain of $1.2 million was recognized on the securitization. Other income decreased primarily due to bank-owned life insurance proceeds received in the nine months ended September 30, 2019. Service fees on loan and deposit accounts increased ~~by $68,000, primarily~~ due to ~~incentives received on a new debit card agreement and a decrease~~an increase in ~~the amortization~~broker fees.

Table of ~~premiums on loans sold. These were partially offset by decreases in return item fees and ATM fees.~~Contents

Noninterest Expense. The following table summarizes changes in noninterest expense between the nine months ended September 30, ~~2017~~2020 and ~~2016.~~2019.


									Nine Months Ended
	Nine Months Ended								September 30,				Change
	September 30,				Change				2020		2019		$ Change		% Change
	2017		2016		$ Change		% Change
				(Dollars in thousands)
												(Dollars in thousands)
Salaries and employee benefits	$	15,254	$	15,947	$	(693)	(4.3)	%	$	16,294	$	17,002	$	(708)	(4.2)	%
Occupancy		4,439		4,285		154	3.6	%		4,972		4,780		192	4.0	%
Equipment		2,630		2,683		(53)	(2.0)	%		3,439		3,150		289	9.2	%
Federal deposit insurance premiums		448		596		(148)	(24.8)	%		212		288		(76)	(26.4)	%
Other general and administrative expenses		3,451		3,181		270	8.5	%		2,978		3,466		(488)	(14.1)	%
Total	$	26,222	$	26,692	$	(470)	(1.8)	%	$	27,895	$	28,686	$	(791)	(2.8)	%

Noninterest expense decreased by ~~$470,000~~$791,000 for the nine months ended September 30, ~~2017~~2020 compared to the nine months ended September 30, ~~2016. Salaries~~2019. The decrease in salaries and employee benefits ~~expense decreased by $693,000~~was primarily due to a decrease in share-based compensation. The reduction in the cost of share-based compensation plans occurred as the majority of awards under our 2010 equity incentive plan became fully vested in 2016. The decrease in share-based compensation expense was partially offset by an annual salary increase, an increase ~~in ESOP plan expenses that occurred because of the Company’s higher stock price and a decrease in the capitalized cost of new loan originations. The decrease~~ in the capitalized cost of new loan originations and a decrease in ~~2017 occurred as we closed fewer~~the expense for our employee stock ownership plan. As new loans ~~during~~are originated, salary expense is reduced due to the capitalization of the cost of new loans. More loans were originated in the first nine months of 2020 compared to the first nine months of 2019. The increase in the number of new loans originated resulted in an increase in loan capitalization and an offset to salary expense for the nine months ended September 30, ~~2017 compared to the nine months ended September 30, 2016. Federal deposit insurance premiums declined because of a~~2020. The decrease in ~~the insurance premium rate on deposits. These decreases were partially offset by increases~~employee stock ownership plan expense is primarily due to a decline in ~~other general and administrative and occupancy expenses.~~our stock price, which is used to calculate this expense. The ~~increase~~decrease in other general and administrative expenses was ~~mainly~~primarily due to ~~increases~~decreases in ~~marketing, audit,~~advertising expense and ~~other miscellaneous~~accounting and auditing expenses. The reduction in federal deposit insurance premiums occurred when we received credits in the nine months ended September 30, 2019 because the FDIC insurance fund was overcapitalized. The increase in equipment expense was primarily due to an increase in service bureau expense. The increase in occupancy expense was primarily due to an increase in rent ~~expense and repairs and maintenance expenses.~~ expense.

Income Tax Expense. Income taxes were ~~$7.8~~$4.8 million for the nine months ended September 30, ~~2017,~~2020, reflecting an effective tax rate of ~~37.9%~~26.9%, compared to ~~$7.9~~$5.2 million for the nine months ended September 30, ~~2016,~~2019, reflecting an effective tax rate of ~~39.8%~~23.3%.

The effective tax rate increased due to tax benefits related to the exercise of stock options decreasing to $63,000 for the nine months ended September 30, 2020 compared to $266,000 for the nine months ended September 30, 2019. Income tax expense for the nine months ended September 30, ~~2017~~2019 also included ~~a $541,000~~$419,000 in bank-owned life insurance proceeds that was not taxable, which lowered the effective tax ~~benefit related~~rate. The increase in the effective tax rate for the nine months ended September 30, 2020 can also be attributed to the exercise of stock options. Starting in 2017 a new accounting standard requires that any excess tax benefits resulting from the exercise of stock options be recognized in income tax expense. Prior to the adoption of the new standard, the excess tax benefits were recorded as additional paid-in-capital. The amount of tax benefits or deficiencies recognizedan increase in income tax expense ~~depends on the number of options exercised and the difference in the stock prices at the exercise and grant dates.~~related to executive compensation plans.

Liquidity and Capital Resources

Liquidity is the ability to meet current and future financial obligations. Our primary sources of funds consist of deposit inflows, cash balances at the Federal Reserve Bank, loan and security repayments, advances from the Federal Home Loan Bank, proceeds from securities sold under agreements to repurchase and proceeds from loan ~~sales~~ and ~~principal repayments on securities.~~security sales. While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit flows and mortgage and mortgage-backed security prepayments are greatly influenced by general interest rates, economic conditions and competition. We have established an Asset/Liability Management Committee, consisting of our President and Chief Executive Officer, our

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Vice Chairman and Co-Chief Operating Officer, our Senior Vice President and Chief Financial Officer and our Vice President and Controller, which is responsible for establishing and monitoring our liquidity targets and strategies in order to ensure that sufficient liquidity exists for meeting the borrowing needs and deposit withdrawals of our customers as well as unanticipated contingencies. We believe that we have enough sources of liquidity to satisfy our short- and long-term liquidity needs as of September 30, ~~2017.~~2020.

We regularly monitor and adjust our investments in liquid assets based upon our assessment of:

(i)

expected loan demand;

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(ii)

purchases and sales of investment securities;

(iii)

expected deposit flows and borrowing maturities;

(iv)

yields available on interest-earning deposits and securities; and

(v)

the objectives of our asset/liability management program.

Excess liquid assets are invested generally in interest-earning deposits or securities and may also be used to pay off short-term borrowings.

Our most liquid asset is cash. The amount of this asset is dependent on our operating, financing, lending and investing activities during any given period. At September 30, ~~2017,~~2020, our cash and cash equivalents totaled ~~$38.4~~$237.5 million. On that date, we had ~~$55.0~~$10.0 million in securities sold under agreements to repurchase outstanding and ~~$69.0~~$141.0 million of Federal Home Loan Bank advances outstanding with the ability to borrow an additional ~~$604.3~~$798.8 million under Federal Home Loan Bank advances. We have securities with a market value of $15.4 million pledged to the Federal Reserve Bank and have the ability to borrow up to $14.5 million using these securities as collateral. There has been no change in our borrowing capacity since September 30, 2020.

Our cash flows are derived from operating activities, investing activities and financing activities as reported in our Consolidated Statements of Cash Flows included in our Consolidated Financial Statements.

At September 30, ~~2017,~~2020, we had ~~$30.8~~$19.9 million in loan commitments outstanding ~~most of which were~~ for fixed-rate loans and had ~~$26.6~~$22.3 million in unused lines of credit to borrowers. Certificates of deposit due within one year at September 30, ~~2017~~2020 totaled ~~$149.8~~$266.2 million, or ~~9.5%~~16.0% of total deposits. If these deposits do not remain with us, we may be required to seek other sources of funds, including loan and security sales, brokered deposits, securities sold under agreements to repurchase and Federal Home Loan Bank advances. Depending on market conditions, we may be required to pay higher rates on such deposits or other borrowings than we currently pay on the certificates of deposit due on or before September 30, ~~2018.~~2021. We believe, however, based on past experience that a significant portion of such deposits will remain with us. We have the ability to attract and retain deposits by adjusting the interest rates offered.

Our primary investing activities are originating loans and purchasing mortgage-backed securities. During the nine months ended September 30, ~~2017~~2020 and ~~2016~~2019 we originated ~~$242.7~~$190.9 million and ~~$280.7~~$175.0 million of loans, ~~respectively and~~respectively. During the nine months ended September 30, 2020, we did not purchase any investment securities. We purchased ~~$54.9 million and $2.4~~$38.0 million of securities ~~respectively.~~ in the nine months ended September 30, 2019.

Financing activities consist primarily of activity in deposit accounts, Federal Home Loan Bank advances, securities sold under agreements to repurchase, stock repurchases and dividend payments. We experienced a net ~~increases~~increase in deposits of ~~$78.2~~$30.8 million and ~~$19.4~~a net decrease in deposits of $24.0 million for the nine months ended September 30, ~~2017~~2020 and ~~2016,~~2019, respectively. Deposit flows are affected by the overall level of interest rates, the interest rates and products offered by us and our local competitors, and by other factors.

Liquidity management is both a daily and long-term function of business management. If we require funds beyond our ability to generate them internally, borrowing agreements exist with the Federal Home Loan Bank, which provide an additional source of funds. Federal Home Loan Bank advances ~~remained constant at $69.0~~were $141.0 million at September 30, ~~2017~~2020 and ~~2016.~~$156.0 million at December 31, 2019. We had the ability to borrow up to an additional ~~$604.3~~$798.8 million and ~~$577.9~~$727.5 million from the Federal Home Loan Bank as of September 30, ~~2017~~2020 and December 31, ~~2016,~~2019, respectively. We also utilize securities

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sold under agreements to repurchase as another borrowing source. Securities sold under agreements to repurchase ~~remained constant~~were $10.0 million at September 30, 2020 and December 31, 2019.

At September 30, 2020, we did not have any standby letters of credit from the Federal Home Loan Bank. At December 31, 2019, we had $55.0 million atin standby letters of credit from the ~~nine months ended September 30, 2017 and 2016.~~Federal Home Loan Bank pledged as collateral for State of Hawaii deposits.

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Territorial Bancorp Inc. is a separate legal entity from Territorial Savings Bank and must provide for its own liquidity to pay dividends, repurchase shares of its common stock and for other corporate purposes. Territorial Bancorp Inc.’s primary source of liquidity is dividend payments from Territorial Savings Bank. The ability of Territorial Savings Bank to pay dividends to Territorial Bancorp Inc. is subject to regulatory requirements. At September 30, ~~2017,~~2020, Territorial Bancorp Inc. (on an unconsolidated, stand-alone basis) had liquid assets of ~~$24.4~~$12.6 million.

Territorial Savings Bank ~~and the Company are~~is subject to various regulatory capital requirements, including a risk-based capital measure. The risk-based capital guidelines include both a definition of capital and a framework for calculating risk-weighted assets by assigning balance sheet assets and off-balance sheet items to broad risk categories. ~~Effective January 1, 2015, the well capitalized threshold for Tier 1 risk-based capital was increased from 6.0%~~Territorial Bancorp Inc. is not subject to 8.0% and a new capital standard, common equity tier 1 risk-based capital, was implemented with a 6.5% ratio requirement for a financial institution to be considered well capitalized. Additionally, effective January 1, 2015, consolidated regulatory capital requirements ~~identical to those applicable to the subsidiary depository institutions became applicable to savings and loan holding companies over $1.0 billion in~~because its total assets ~~such as the Company. The capital requirements become fully-phased in on January 1, 2019.~~are less than $3.0 billion. At September 30, ~~2017,~~2020, Territorial Savings Bank ~~and the Company~~ exceeded all of ~~the fully-phased in~~its regulatory capital requirements and ~~are~~is considered to be “well capitalized” under regulatory guidelines.

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The tables below present the fully-phased in capital required to be considered “well-capitalized” and meet the regulatory capital conservation buffer requirement as a percentage of total and risk-weighted assets and the percentage and the total amount of capital maintained for Territorial Savings Bank and the Company at September 30, ~~2017~~2020 and December 31, ~~2016:~~2019:


(Dollars in thousands)	Required Ratio			Actual Amount	Actual Ratio
September 30, 2020:
Tier 1 Leverage Capital
Territorial Savings Bank	5.00	%	$	241,509	11.61	%
Territorial Bancorp Inc.			$	254,524	12.23	%
Common Equity Tier 1 Risk-Based Capital (1)
Territorial Savings Bank	9.00	%	$	241,509	26.30	%
Territorial Bancorp Inc.			$	254,524	27.74	%
Tier 1 Risk-Based Capital (1)
Territorial Savings Bank	10.50	%	$	241,509	26.30	%
Territorial Bancorp Inc.			$	254,524	27.74	%
Total Risk-Based Capital (1)
Territorial Savings Bank	12.50	%	$	246,571	26.85	%
Territorial Bancorp Inc.			$	259,586	28.29	%

December 31, 2019:
Tier 1 Leverage Capital
Territorial Savings Bank	5.00	%	$	227,507	10.92	%
Territorial Bancorp Inc.			$	251,558	12.06	%
Common Equity Tier 1 Risk-Based Capital (1)
Territorial Savings Bank	9.00	%	$	227,507	23.31	%
Territorial Bancorp Inc.			$	251,558	25.77	%
Tier 1 Risk-Based Capital (1)
Territorial Savings Bank	10.50	%	$	227,507	23.31	%
Territorial Bancorp Inc.			$	251,558	25.77	%
Total Risk-Based Capital (1)
Territorial Savings Bank	12.50	%	$	230,304	23.59	%
Territorial Bancorp Inc.			$	254,355	26.06	%

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(Dollars in thousands)

Required Ratio


Actual Amount

Actual Ratio

September 30, 2017:

Tier 1 Leverage Capital

Territorial Savings Bank

5.00
%
$
216,506

11.14
%
Territorial Bancorp Inc.

5.00
%
$
242,609

12.48
%
Common Equity Tier 1 Risk-Based Capital (1)

Territorial Savings Bank

9.00
%
$
216,506

23.74
%
Territorial Bancorp Inc.

9.00
%
$
242,609

26.58
%
Tier 1 Risk-Based Capital (1)

Territorial Savings Bank

10.50
%
$
216,506

23.74
%
Territorial Bancorp Inc.

10.50
%
$
242,609

26.58
%
Total Risk-Based Capital (1)

Territorial Savings Bank

12.50
%
$
219,090

24.02
%
Territorial Bancorp Inc.

12.50
%
$
245,193

26.86
%

December 31, 2016:

Tier 1 Leverage Capital

Territorial Savings Bank (2)

9.00
%
$
219,365

11.76
%
Territorial Bancorp Inc.

5.00
%
$
235,102

12.60
%
Common Equity Tier 1 Risk-Based Capital (1)

Territorial Savings Bank

9.00
%
$
219,365

25.30
%
Territorial Bancorp Inc.

9.00
%
$
235,102

27.11
%
Tier 1 Risk-Based Capital (1)

Territorial Savings Bank

10.50
%
$
219,365

25.30
%
Territorial Bancorp Inc.

10.50
%
$
235,102

27.11
%
Total Risk-Based Capital (1)

Territorial Savings Bank

12.50
%
$
221,912

25.59
%
Territorial Bancorp Inc.

12.50
%
$
237,649

27.41
%

(1)

~~(1)~~

The required Common Equity Tier 1 Risk-Based Capital, Tier 1 Risk-Based Capital and Total Risk-Based Capital ratios are based on the ~~fully-phased in capital ratios in the Basel III capital regulations plus the~~ 2.50% capital conservation buffer that ~~becomes~~became effective on January 1, 2019.

Prompt Corrective Action provisions define specific capital categories based on an institution’s capital ratios. However, the regulators may impose higher minimum capital standards on individual institutions or may downgrade an institution from one capital category to a lower category because of safety and soundness concerns. Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators that, if undertaken, could have a direct material effect on our consolidated financial statements.

Prompt Corrective Action provisions impose certain restrictions on institutions that are undercapitalized. The restrictions imposed become increasingly more severe as an institution’s capital category declines from “undercapitalized” to “critically undercapitalized.”

At September 30, 2020 and December 31, 2019, the Bank’s capital ratios exceeded the minimum capital thresholds for a “well-capitalized” institution. There are no conditions or events that have changed the institution’s category under the capital guidelines.

Depending on the amount of dividends to be paid, the Bank is required to either notify or make application to the Federal Reserve Bank before dividends are paid to the Company.

~~(2)~~

On July 10, 2014, Territorial Savings Bank became a member of the Federal Reserve System. As a condition of membership, Territorial Savings Bank was required to maintain a Tier 1 Leverage Capital ratio of 9.00% for three years.

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Legislation enacted in 2018 requires the federal banking agencies, including the Federal Reserve Board, to establish a “community bank leverage ratio” between 8% to 10% of average total consolidated assets for qualifying institutions with assets of less than $10 billion. Institutions with capital meeting the specified requirements and electing to follow the alternative framework would be deemed to comply with the applicable regulatory capital requirements, including the risk based requirements. The federal regulators have adopted 9% as the applicable ratio, effective March 31, 2020, and reduced the ratio to 8% in response to the effects of COVID-19. We have not adopted the alternative framework, with the applicable regulatory requirements.

Off-Balance Sheet Arrangements and Aggregate Contractual Obligations

Commitments. As a financial services provider, we routinely are a party to various financial instruments with off-balance sheet risks, such as commitments to extend credit and unused lines of credit. While these contractual obligations represent our potential future cash requirements, a significant portion of commitments to extend credit may expire without being drawn upon. Such commitments are subject to the same credit policies and approval process accorded to loans we make. In addition, we enter into commitments to sell mortgage loans.

Contractual Obligations. In the ordinary course of our operations, we enter into certain contractual obligations. Such obligations include operating leases for premises and equipment, agreements with respect to borrowed funds and deposit liabilities and agreements with respect to investments. Except for ~~an increase~~a decrease of ~~$63.0~~$86.7 million in certificates of deposit and ~~a decrease~~an increase of ~~$19.7~~$11.2 million in loan commitments between December 31, ~~2016~~2019 and September 30, ~~2017,~~2020, there have not been any material changes in our contractual obligations and funding needs since December 31, ~~2016.~~2019.

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ITEM 3.QUANTITATIVE AND QUALITATIVE ~~DISCLOSURES~~DISCLOSURES ABOUT MARKET RISK

General. Our most significant form of market risk is interest rate risk because, as a financial institution, the majority of our assets and liabilities are sensitive to changes in interest rates. Therefore, a principal part of our operations is to manage interest rate risk and limit the exposure of our net interest income to changes in market interest rates. Our Board of Directors has established an Asset/Liability Management Committee, which is responsible for evaluating the interest rate risk inherent in our assets and liabilities, for determining the level of risk that is appropriate, given our business strategy, operating environment, capital, liquidity and performance objectives, and for managing this risk consistent with the guidelines approved by the Board of Directors.

Because we have historically operated as a traditional thrift institution, the significant majority of our assets consist of long-term, fixed-rate residential mortgage loans and mortgage-backed securities, which we have funded primarily with deposit ~~accounts,~~inflows, cash balances at the Federal Reserve Bank, loan and security repayments, advances from the Federal Home Loan Bank, our capital, proceeds from securities sold under agreements to repurchase and ~~Federal Home Loan Bank advances.~~proceeds from loan and security sales. In addition, there is little demand for adjustable-rate mortgage loans in the Hawaii market area. This has resulted in our being particularly vulnerable to increases in interest rates, as our interest-bearing liabilities mature or reprice more quickly than our interest-earning assets. We sold ~~$20.3~~$22.3 million and ~~$38.6~~$3.6 million of fixed-rate mortgage loans ~~for~~during the nine months ended September 30, ~~2017~~2020 and ~~2016,~~2019, respectively, to reduce our interest rate risk.

Our policies do not permit hedging activities, such as engaging in futures, options or swap transactions, or investing in high-risk mortgage derivatives, such as collateralized mortgage obligation residual interests, real estate mortgage investment conduit residual interests or stripped mortgage-backed securities.

Economic Value of Equity. We use an interest rate sensitivity analysis that computes changes in the economic value of equity (EVE) of our cash flows from assets, liabilities and off-balance sheet items in the event of a range of assumed changes in market interest rates. EVE represents the market value of portfolio equity and is equal to the present value of assets minus the present value of liabilities, with adjustments made for off-balance sheet items. This analysis assesses the risk of loss in market-risk-sensitive instruments in the event of an instantaneous and sustained 100 to 400 basis point increase or a 100 basis point decrease in market interest rates with no effect given to any steps that we might take to counter the effect of that interest rate movement. A basis point equals one-hundredth of one percent, and 100 basis points equals one percent. An increase in interest rates from 3% to 4% would mean, for example, a 100 basis point increase in the “Change in Interest Rates” column below. Given the current relatively low level of market interest rates, an EVE calculation for an interest rate decrease of greater than 100 basis points has not been prepared.

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The following table presents our internal calculations of the estimated changes in our EVE as of June 30, ~~2017~~2020 (the latest date for which we have available information) that would result from the designated instantaneous changes in the interest rate yield curve.


									Increase
									(Decrease) in
			Estimated				EVE Ratio as a		EVE Ratio as a
Change in			Increase				Percent of		Percent of
Interest Rates	Estimated EVE		(Decrease) in		Percentage		Present Value		Present Value of
(bp) (1)	(2)		EVE		Change in EVE		of Assets (3)(4)		Assets (3)(4)
(Dollars in thousands)
+400	$	137,726	$	(112,802)	(45.03)	%	8.08	%	(3.73)	%
+300	$	171,908	$	(78,620)	(31.38)	%	9.53	%	(2.28)	%
+200	$	210,846	$	(39,682)	(15.84)	%	11.01	%	(0.80)	%
+100	$	244,390	$	(6,138)	(2.45)	%	12.05	%	0.24	%
0	$	250,528	$	—	—	%	11.81	%	—	%
-100	$	188,196	$	(62,332)	(24.88)	%	8.76	%	(3.05)	%

Increase

(Decrease) in

Estimated

EVE Ratio as a

EVE Ratio as a

Change in

Increase

Percent of

Percent of

Interest Rates

Estimated EVE

(Decrease) in

Percentage

Present Value

Present Value of

(bp) (1)

(2)

EVE

Change in EVE

of Assets (3)(4)

Assets (3)(4)

(Dollars in thousands)

+400

$
178,580

$
(70,231)

(28.23)
%
11.47
%
(1.56)
%

+300

$
202,267

$
(46,544)

(18.71)
%
12.32
%
(0.71)
%

+200

$
226,226

$
(22,585)

(9.08)
%
13.05
%
0.02
%

+100

$
245,573

$
(3,238)

(1.30)
%
13.45
%
0.42
%

0

$
248,811

$
—

—
%
13.03
%
—
%

-100

$
219,529

$
(29,282)

(11.77)
%
11.16
%
(1.87)
%

(1)

~~(1)~~

Assumes an instantaneous uniform change in interest rates at all maturities.

(2)

~~(2)~~

EVE is the difference between the present value of an institution’s assets and liabilities.

(3)

~~(3)~~

Present value of assets represents the discounted present value of incoming cash flows on interest-earning assets.

(4)

~~(4)~~

EVE Ratio represents EVE divided by the present value of assets.

Interest rates on Freddie Mac mortgage-backed securities have ~~declined~~decreased by ~~eight~~25 basis points between June 30, ~~2017~~2020 and September 30, ~~2017.~~2020. The decrease in mortgage interest rates ~~has~~is not ~~likely had~~expected to have a ~~material~~significant effect on estimated EVE.

Certain shortcomings are inherent in the methodologies used in determining interest rate risk through changes in EVE. Modeling changes in EVE requires making certain assumptions that may or may not reflect the manner in which actual yields and costs respond to changes in market interest rates. In this regard, the EVE table presented assumes that the composition of our interest-sensitive assets and liabilities existing at the beginning of a period remains constant over the period being measured and assumes that a particular change in interest rates is reflected uniformly across the yield curve regardless of the duration or repricing of specific assets and liabilities. Accordingly, although the EVE table provides an indication of our interest rate risk exposure at a particular point in time, such measurements are not intended to and do not provide a precise forecast of the effect of changes in market interest rates on our EVE and net interest income and will differ from actual results.

ITEM 4.CONTROLS AND ~~PROCEDURES~~PROCEDURES

An evaluation was performed under the supervision and with the participation of the Company’s management, including the Chairman of the Board, President and Chief Executive Officer and the Senior Vice President and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Securities and Exchange Act of 1934, as amended) as of September 30, ~~2017.~~2020. Based on that evaluation, the Company’s management, including the Chairman of the Board, President and Chief Executive Officer and the Senior Vice President and Chief Financial Officer, concluded that the Company’s disclosure controls and procedures were effective.

~~The Company has determined that~~During the ~~new amendment on revenue recognition will not~~quarter ended September 30, 2020, there have ~~a significant impact on key in-scope revenue sources. The Company will be adopting new controls and procedures, which would identify any~~been no changes in ~~volume~~the Company’s internal control over financial reporting that have materially affected, or ~~new sources of in-scope revenue.~~are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II

~~PART II~~

ITEM 1.LEGAL ~~PROCEEDINGS~~PROCEEDINGS

The Company and its subsidiaries are subject to various legal actions that are considered ordinary, routine litigation incidental to the business of the Company, and no claim for money damages exceeds ten percent of the Company’s consolidated assets. In the opinion of management, based on currently available information, the resolution of these legal actions is not expected to have a material adverse effect on the Company’s results of operations.

ITEM 1A.RISK ~~FACTORS~~FACTORS

~~There~~Except as previously disclosed in our Form 10-Q for the period ended March 31, 2020, there have been no material changes to the risk factors as ~~disclosed~~described in our Annual Report on Form 10-K for the period ended December 31, 2019 filed with the Securities and Exchange ~~Commission for the period ended December 31, 2016.~~Commission.

ITEM 2.UNREGISTERED SALES OF EQUITY ~~SECURITIES~~SECURITIES AND USE OF PROCEEDS

(a) Not applicable.

(b) Not applicable.

(c) Stock Repurchases. ~~The following table sets forth information in connection with~~There were no repurchases of our shares of common stock during the three months ended September 30, ~~2017:~~2020. On June 6, 2019, the Company announced its ninth repurchase program. Under this share repurchase program, the Company was authorized to repurchase up to $5,000,000 of our common stock based on certain price assumptions. The Company completed its ninth repurchase program on April 21, 2020.

Total Number of

Maximum Number of

Shares Purchased as

Shares That May Yet

Average Price

Part of Publicly

be Purchased Under

Total Number of

Paid per

Announced Plans or

the Plans or

Period

Shares Purchased (1)

Share

Programs

Programs (2)

July 1, 2017 through July 31, 2017

—

$
—

—

217,300

August 1, 2017 through August 31, 2017

21,289

30.13

—

217,300

September 1, 2017 through September 30, 2017

10,737

31.57

—

217,300

Total

32,026

$
30.61

—

217,300

~~(1)~~

~~Includes shares repurchased by the Company to pay the exercise price in connection with stock swap or net settlement transactions related to the exercise of stock options.~~

~~(2)~~

On or about March 7, 2016, our Board of Directors authorized the repurchase of up to 275,000 shares of our common stock. We have entered into a Rule 10b5-1 plan with respect to our stock repurchase plan. The repurchase plan has no expiration date.

ITEM 3.DEFAULTS UPON SENIOR ~~SECURITIES~~SECURITIES

None.

ITEM 4.MINE SAFETY ~~DISCLOSURES~~DISCLOSURES

Not applicable.

ITEM 5.OTHER ~~INFORMATION~~INFORMATION

None.

ITEM 6.~~EXHIBITS~~EXHIBITS

The exhibits required by Item 601 of Regulation S-K are included with this Quarterly Report on Form 10-Q and are listed ~~on the “Index to Exhibits” immediately following the Signatures.~~below.

4648

Table of Contents

INDEX TO EXHIBITS


Exhibit
~~Exhibit~~Number		Description
~~Number~~31.1		~~Description~~
~~31.1~~		Certification of Allan S. Kitagawa, Chairman of the Board, President and Chief Executive Officer, Pursuant to Rule 13a-14(a) and Rule 15d-14(a).

31.2		Certification of Melvin M. Miyamoto, Senior Vice President and Chief Financial Officer, Pursuant to Rule 13a-14(a) and Rule 15d-14(a).

32		Certification of Allan S. Kitagawa, Chairman of the Board, President and Chief Executive Officer, and Melvin M. Miyamoto, Senior Vice President and Chief Financial Officer, Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101		The following materials from Territorial Bancorp ~~Inc’s~~Inc.’s Form 10-Q report for the quarter ended September 30, ~~2017,~~2020, formatted in Inline XBRL pursuant to Rule 405 of Regulation S-T: (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Income; (iii) Consolidated Statements of Comprehensive Income; (iv) Consolidated Statements of Stockholders’ Equity (v) Consolidated Statements of Cash Flows; and (vi) Notes to Consolidated Financial Statements.

101.INS		~~Interactive datafile~~ XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH		~~Interactive datafile~~Inline XBRL Taxonomy Extension Schema Document
101.CAL		~~Interactive datafile~~Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		~~Interactive datafile~~Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		~~Interactive datafile~~Inline XBRL Taxonomy Extension Label Linkbase
101.PRE		~~Interactive datafile~~Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as inline XBRL document and contained in Exhibit 101)

4749

Table of Contents

SIGNATURES

~~SIGNATURES~~

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	TERRITORIAL BANCORP INC.
	~~TERRITORIAL BANCORP INC.~~
	(Registrant)


Date: November ~~8, 2017~~9, 2020	/s/ Allan S. Kitagawa
	Allan S. Kitagawa
	Chairman of the Board, President and
	Chief Executive Officer


Date: November ~~8, 2017~~9, 2020	/s/ Melvin M. Miyamoto
	Melvin M. Miyamoto
	Senior Vice President and Chief Financial Officer

4850

PART I

ITEM 1.	FINANCIAL STATEMENTS	1
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	30
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	44
~~ITEM 4.~~	~~CONTROLS AND PROCEDURES~~	45
		46
~~PART II~~ITEM 4.	CONTROLS AND PROCEDURES	47

~~ITEM 1.~~			~~LEGAL PROCEEDINGS~~PART II
46
ITEM ~~1A.~~1.	~~RISK FACTORS~~LEGAL PROCEEDINGS	46 48
ITEM 2.1A.	RISK FACTORS	48
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	46 48
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	46
~~ITEM 4.~~	~~MINE SAFETY DISCLOSURES~~	46
~~ITEM 5.~~	~~OTHER INFORMATION~~	46
~~ITEM 6.~~	~~EXHIBITS~~	46
		48
~~SIGNATURES~~ITEM 4.	MINE SAFETY DISCLOSURES	48
ITEM 5.	OTHER INFORMATION	48
ITEM 6.	EXHIBITS	48

SIGNATURES		50


									Accumulated
			Additional		Unearned				Other		Total
	Common		Paid-in		ESOP		Retained		Comprehensive		Stockholders’
	Stock		Capital		Shares		Earnings		Income (Loss)		Equity
Balances at December 31, 2015	$	96	$	70,118	$	(6,361)	$	161,024	$	(5,236)	$	219,641

Net income		—		—		—		11,985		—		11,985
Other comprehensive income		—		—		—		—		80		80
Cash dividends paid ($0.54 per share)		—		—		—		(4,938)		—		(4,938)
Share-based compensation		1		1,778		—		—		—		1,779
Allocation of 36,699 ESOP shares		—		612		367		—		—		979
Repurchase of 100,758 shares of company common stock		(1)		(2,724)		—		—		—		(2,725)
Exercise of 93,100 options for common stock		1		1,616		—		—		—		1,617

Balances at September 30, 2016	$	97	$	71,400	$	(5,994)	$	168,071	$	(5,156)	$	228,418

Balances at December 31, 2016	$	98	$	71,914	$	(5,872)	$	168,962	$	(5,316)	$	229,786

Net income		—		—		—		12,795		—		12,795
Other comprehensive loss		—		—		—		—		(1)		(1)
Cash dividends paid ($0.70 per share)		—		—		—		(6,471)		—		(6,471)
Share-based compensation		—		48		—		—		—		48
Allocation of 36,699 ESOP shares		—		777		367		—		—		1,144
Repurchase of 91,456 shares of company common stock		(1)		(2,905)		—		—		—		(2,906)
Exercise of 166,837 options for common stock		2		2,895		—		—		—		2,897

Balances at September 30, 2017	$	99	$	72,729	$	(5,505)	$	175,286	$	(5,317)	$	237,292


	Amortized		Gross Unrealized				Estimated
(Dollars in thousands)	Cost		Gains		Losses		Fair Value
September 30, 2017:
Available-for-sale:
U.S. government-sponsored mortgage-backed securities	$	2,920	$	—	$	(10)	$	2,910
Total	$	2,920	$	—	$	(10)	$	2,910

Held-to-maturity:
U.S. government-sponsored mortgage-backed securities	$	411,065	$	7,374	$	(4,252)	$	414,187
Trust preferred securities		592		333		—		925
Total	$	411,657	$	7,707	$	(4,252)	$	415,112

December 31, 2016:
Held-to-maturity:
U.S. government-sponsored mortgage-backed securities	$	406,498	$	7,285	$	(7,024)	$	406,759
Trust preferred securities		1,158		5		—		1,163
Total	$	407,656	$	7,290	$	(7,024)	$	407,922


	Nine Months Ended September 30,
(Dollars in thousands)	2017		2016
Balance at the beginning of the period	$	2,403	$	2,403
Credit losses on debt securities for which other-than-temporary impairment was not previously recognized		—		—
Credit losses on debt securities which were sold		—		—
Balance at the end of the period	$	2,403	$	2,403


			Unpaid
	Recorded		Principal
(Dollars in thousands)	Investment		Balance
September 30, 2017:
With no related allowance recorded:
One- to four-family residential mortgages	$	4,099	$	4,976
Home equity loans and lines of credit		170		229
Total	$	4,269	$	5,205

December 31, 2016:
With no related allowance recorded:
One- to four-family residential mortgages	$	5,587	$	6,469
Home equity loans and lines of credit		156		204
Consumer and other		1		1
Total	$	5,744	$	6,674


	Three Months Ended September 30,
	2017						2016
	Pretax				After Tax		Pretax				After Tax
(Dollars in thousands)	Amount		Tax		Amount		Amount		Tax		Amount
Unfunded pension liability	$	—	$	—	$	—	$	—	$	—	$	—
Noncredit related loss on trust preferred securities		—		—		—		(74)		29		(45)
Unrealized loss on securities		(21)		9		(12)		(7)		3		(4)
Total	$	(21)	$	9	$	(12)	$	(81)	$	32	$	(49)


	Carrying				Fair Value Measurements Using
(Dollars in thousands)	Amount		Fair Value		Level 1		Level 2		Level 3
September 30, 2017
Assets
Cash and cash equivalents	$	38,385	$	38,385	$	38,385	$	—	$	—
Investment securities available for sale		2,910		2,910		—		2,910		—
Investment securities held to maturity		411,657		415,112		—		414,187		925
Loans held for sale		495		499		—		499		—
Loans receivable, net		1,434,753		1,455,571		—		—		1,455,571
FHLB stock		5,013		5,013		—		5,013		—
FRB stock		3,103		3,103		—		3,103		—
Accrued interest receivable		4,985		4,985		2		1,111		3,872
Interest rate contracts		2		2		—		2		—

Liabilities
Deposits		1,571,367		1,570,959		—		1,272,086		298,873
Advances from the Federal Home Loan Bank		69,000		68,933		—		68,933		—
Securities sold under agreements to repurchase		55,000		54,986		—		54,986		—
Accrued interest payable		412		412		—		174		238
Interest rate contracts		2		2		—		2		—

December 31, 2016
Assets
Cash and cash equivalents	$	61,273	$	61,273	$	61,273	$	—	$	—
Investment securities held to maturity		407,656		407,922		—		406,759		1,163
Loans held for sale		1,601		1,601		—		1,601		—
Loans receivable, net		1,335,987		1,352,137		—		—		1,352,137
FHLB stock		4,945		4,945		—		4,945		—
FRB stock		3,095		3,095		—		3,095		—
Accrued interest receivable		4,732		4,732		10		1,064		3,658
Interest rate contracts		104		104		—		104		—

Liabilities
Deposits		1,493,200		1,493,094		—		1,257,157		235,937
Advances from the Federal Home Loan Bank		69,000		69,068		—		69,068		—
Securities sold under agreements to repurchase		55,000		55,123		—		55,123		—
Accrued interest payable		218		218		—		172		46
Interest rate contracts		104		104		—		104		—


	Fair Value
(Dollars in thousands)	Adjustment Date	Level 1		Level 2		Level 3		Total			Total Gains (Losses)

September 30, 2017
Impaired loans	3/31/2017	$	—	$	87	$	—	$	87	$	(11)

December 31, 2016
Trust preferred securities	9/30/2016	$	—	$	—	$	1,066	$	1,066	$	242
Mortgage servicing assets	6/30/2016		—		—		341		341		(49)
Impaired loans	8/31/2016		—		64		—		64		(33)
Loans held for sale	12/31/2016		—		1,601		—		1,601		(1)


	For the Nine Months Ended September 30,
	2017							2016
	Average							Average
	Outstanding					Yield/Rate		Outstanding					Yield/Rate
	Balance			Interest		(1)		Balance			Interest		(1)
	(Dollars in thousands)
Interest-earning assets:
Loans:
Real estate loans:
First mortgage:
One- to four-family residential (2)	$	1,336,843		$	39,079	3.90	%	$	1,189,741		$	36,240	4.06	%
Multi-family residential		9,432			333	4.71			9,721			342	4.69
Construction, commercial and other		22,666			772	4.54			23,306			795	4.55
Home equity loans and lines of credit		14,219			499	4.68			15,580			504	4.31
Other loans		4,968			194	5.21			4,424			179	5.39
Total loans		1,388,128			40,877	3.93			1,242,772			38,060	4.08
Investment securities:
U.S. government sponsored mortgage-backed securities (2)		400,323			9,328	3.11			466,516			11,121	3.18
Trust preferred securities		967			—	—			943			—	—
Total securities		401,290			9,328	3.10			467,459			11,121	3.17
Other		58,094			530	1.22			67,627			411	0.81
Total interest-earning assets		1,847,512			50,735	3.66			1,777,858			49,592	3.72
Non-interest-earning assets		69,385							68,463
Total assets	$	1,916,897						$	1,846,321

Interest-bearing liabilities:
Savings accounts	$	1,031,650			3,261	0.42	%	$	1,015,992			3,107	0.41	%
Certificates of deposit		257,074			2,153	1.12			225,221			1,222	0.72
Money market accounts		4,936			16	0.43			2,204			6	0.36
Checking and Super NOW accounts		180,134			29	0.02			170,449			28	0.02
Total interest-bearing deposits		1,473,794			5,459	0.49			1,413,866			4,363	0.41
Federal Home Loan Bank advances		69,900			779	1.49			69,011			772	1.49
Securities sold under agreements to repurchase		55,000			654	1.59			55,000			656	1.59
Total interest-bearing liabilities		1,598,694			6,892	0.57			1,537,877			5,791	0.50
Non-interest-bearing liabilities		82,926							82,714
Total liabilities		1,681,620							1,620,591
Stockholders’ equity		235,277							225,730
Total liabilities and stockholders’ equity	$	1,916,897						$	1,846,321

Net interest income				$	43,843						$	43,801
Net interest rate spread (3)						3.09	%						3.22	%
Net interest-earning assets (4)	$	248,818						$	239,981
Net interest margin (5)						3.16	%						3.28	%
Interest-earning assets to interest-bearing liabilities		115.56	%						115.60	%


(Dollars in thousands)	Required Ratio			Actual Amount	Actual Ratio
September 30, 2017:
Tier 1 Leverage Capital
Territorial Savings Bank	5.00	%	$	216,506	11.14	%
Territorial Bancorp Inc.	5.00	%	$	242,609	12.48	%
Common Equity Tier 1 Risk-Based Capital (1)
Territorial Savings Bank	9.00	%	$	216,506	23.74	%
Territorial Bancorp Inc.	9.00	%	$	242,609	26.58	%
Tier 1 Risk-Based Capital (1)
Territorial Savings Bank	10.50	%	$	216,506	23.74	%
Territorial Bancorp Inc.	10.50	%	$	242,609	26.58	%
Total Risk-Based Capital (1)
Territorial Savings Bank	12.50	%	$	219,090	24.02	%
Territorial Bancorp Inc.	12.50	%	$	245,193	26.86	%

December 31, 2016:
Tier 1 Leverage Capital
Territorial Savings Bank (2)	9.00	%	$	219,365	11.76	%
Territorial Bancorp Inc.	5.00	%	$	235,102	12.60	%
Common Equity Tier 1 Risk-Based Capital (1)
Territorial Savings Bank	9.00	%	$	219,365	25.30	%
Territorial Bancorp Inc.	9.00	%	$	235,102	27.11	%
Tier 1 Risk-Based Capital (1)
Territorial Savings Bank	10.50	%	$	219,365	25.30	%
Territorial Bancorp Inc.	10.50	%	$	235,102	27.11	%
Total Risk-Based Capital (1)
Territorial Savings Bank	12.50	%	$	221,912	25.59	%
Territorial Bancorp Inc.	12.50	%	$	237,649	27.41	%


									Increase
									(Decrease) in
			Estimated				EVE Ratio as a		EVE Ratio as a
Change in			Increase				Percent of		Percent of
Interest Rates	Estimated EVE		(Decrease) in		Percentage		Present Value		Present Value of
(bp) (1)	(2)		EVE		Change in EVE		of Assets (3)(4)		Assets (3)(4)
(Dollars in thousands)
+400	$	178,580	$	(70,231)	(28.23)	%	11.47	%	(1.56)	%
+300	$	202,267	$	(46,544)	(18.71)	%	12.32	%	(0.71)	%
+200	$	226,226	$	(22,585)	(9.08)	%	13.05	%	0.02	%
+100	$	245,573	$	(3,238)	(1.30)	%	13.45	%	0.42	%
0	$	248,811	$	—	—	%	13.03	%	—	%
-100	$	219,529	$	(29,282)	(11.77)	%	11.16	%	(1.87)	%


				Total Number of	Maximum Number of
				Shares Purchased as	Shares That May Yet
		Average Price		Part of Publicly	be Purchased Under
	Total Number of	Paid per		Announced Plans or	the Plans or
Period	Shares Purchased (1)	Share		Programs	Programs (2)
July 1, 2017 through July 31, 2017	—	$	—	—	217,300
August 1, 2017 through August 31, 2017	21,289		30.13	—	217,300
September 1, 2017 through September 30, 2017	10,737		31.57	—	217,300

Total	32,026	$	30.61	—	217,300