UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
☒ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
For the fiscal year ended December 31, 2019
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
For the transition period from _______________ to _______________
Commission File Number 001-34403
A. Full title of the plan and the address of the plan, if different from that of the issuer named below:
Territorial Savings Bank 401(k) Plan
B: Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
Territorial Bancorp Inc.
1132 Bishop Street
Suite 2200
Honolulu, HI 96813
401(k) PLAN
2019 | 2018 | ||||
Assets: | |||||
Investments at fair value: | |||||
Mutual funds | $ | 21,170,215 | $ | 16,454,142 | |
Territorial Bancorp Inc. common stock | 10,850,209 | 8,478,676 | |||
Money market funds | 451,294 | 446,505 | |||
Total investments at fair value | 32,471,718 | 25,379,323 | |||
Investments at contract value: | |||||
Fixed annuity contract | 3,480,578 | 2,886,362 | |||
Total investments | 35,952,296 | 28,265,685 | |||
Notes receivable from participants | 260,420 | 288,534 | |||
Employer contributions receivable | 61,737 | 60,040 | |||
Total receivables | 322,157 | 348,574 | |||
Net assets available for benefits | $ | 36,274,453 | $ | 28,614,259 | |
See accompanying notes to financial statements. |
2019 | 2018 | ||||
Additions to net assets attributed to: | |||||
Investment income (loss): | |||||
Net appreciation (depreciation) in fair value of investments | $ | 5,512,371 | $ | (2,875,056) | |
Dividend and interest income | 621,636 | 670,958 | |||
Interest income on notes receivable from participants | 15,764 | 12,694 | |||
Total investment income (loss) | 6,149,771 | (2,191,404) | |||
Contributions: | |||||
Participants | 1,863,451 | 1,297,974 | |||
Employer matching | 61,737 | 60,040 | |||
Rollover | 238,524 | 167,830 | |||
Total contributions | 2,163,712 | 1,525,844 | |||
Total additions | 8,313,483 | (665,560) | |||
Deductions from net assets attributed to: | |||||
Benefits paid to participants | (640,615) | (905,985) | |||
Administrative expenses | (12,674) | (12,407) | |||
Total deductions | (653,289) | (918,392) | |||
Net increase (decrease) | 7,660,194 | (1,583,952) | |||
Net assets available for benefits: | |||||
Beginning of year | 28,614,259 | 30,198,211 | |||
End of year | $ | 36,274,453 | $ | 28,614,259 | |
See accompanying notes to financial statements. |
(1) | Plan Description |
(a) | Eligibility |
(b) | Participant Contributions |
(c) | Employer Matching Contributions |
(d) | Employer Discretionary Contributions |
(e) | Participants’ Accounts |
(f) | Benefits Paid to Participants |
(g) | Vesting |
(h) | Notes Receivable from Participants |
(i) | Termination |
(2) | Summary of Significant Accounting Policies |
(a) | Basis of Accounting |
(b) | Investment Valuation and Income Recognition |
(c) | Notes Receivable from Participants |
(d) | Payment of Benefits |
(e) | Expenses |
(f) | Use of Estimates |
(g) | Risks and Uncertainties |
(h) | Subsequent Events |
(3) | Tax Status |
(4) | Lincoln Financial Group Stable Value Account |
(5) | Fair Value Measurements |
• | Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Plan has the ability to access at the measurement date. |
• | Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. |
• | Level 3 inputs are unobservable inputs for the asset or liability. |
Fair value of measurements at reporting date using | ||||||||||||||
Quoted prices in active markets for identical assets | Significant other observable inputs | Significant unobservable inputs | ||||||||||||
Total | (Level 1) | (Level 2) | (Level 3) | |||||||||||
December 31, 2019: | ||||||||||||||
Investments at fair value: | ||||||||||||||
Money market funds | $ | 451,294 | $ | 451,294 | — | — | ||||||||
Mutual Funds | 21,170,215 | 21,170,215 | — | — | ||||||||||
Common Stock | 10,850,209 | 10,850,209 | — | — | ||||||||||
Total investments in the fair value hierarchy | $ | 32,471,718 | $ | 32,471,718 | — | — | ||||||||
December 31, 2018 | ||||||||||||||
Investments at fair value: | ||||||||||||||
Money market funds | $ | 446,505 | $ | 446,505 | — | — | ||||||||
Mutual Funds | 16,454,142 | 16,454,142 | — | — | ||||||||||
Common Stock | 8,478,676 | 8,478,676 | — | — | ||||||||||
Total investments in the fair value hierarchy | $ | 25,379,323 | $ | 25,379,323 | — | — |
(6) | Party-In-Interest Transactions |
(7) | Reconciliation to Form 5500 |
2019 | 2018 | |||
Net assets available for benefits, per financial statements | $ | 36,274,452 | $ | 28,614,259 |
Deemed distributions not included in loan balance on Form 5500 | 1,435 | 1,435 | ||
Net assets available for benefits, per Form 5500 | $ | 36,273,017 | $ | 28,612,824 |
(8) | Subsequent events |
(a) | (b) Identity of issue, borrower, lessor, or similar party | (c) Description of investment, including maturity dates, rate of interest, collateral, par or maturity value | (d) Cost | (e) Current value | ||||
* | Wilmington Prime Money Market Fund | Money Market Fund, 451,294 shares | ** | $ | 451,294 | |||
Vanguard LifeStrategy Moderate Growth Fund | Mutual fund, 96,765 shares | ** | 2,792,649 | |||||
Vanguard Windsor II Fund Admiral Shares | Mutual fund, 32,439 shares | ** | 2,095,543 | |||||
Vanguard 500 Index Fund Admiral Shares | Mutual fund, 6,395 shares | ** | 1,906,580 | |||||
Vanguard Small-Cap Index Fund Admiral Shares | Mutual fund, 22,628 shares | ** | 1,795,954 | |||||
Vanguard Target Retirement 2020 Fund | Mutual fund, 54,310 shares | ** | 1,766,697 | |||||
Vanguard LifeStrategy Conservative Growth Fund | Mutual fund, 80,473 shares | ** | 1,692,355 | |||||
Vanguard Growth Index Fund Admiral Shares | Mutual fund, 17,347 shares | ** | 1,627,880 | |||||
Vanguard International Growth Fund Admiral Shares | Mutual fund, 14,566 shares | ** | 1,497,257 | |||||
Vanguard Total Bond Market Index Fund Admiral Shares | Mutual fund, 124,030 shares | ** | 1,370,533 | |||||
Vanguard LifeStrategy Growth Fund | Mutual fund, 33,638 shares | ** | 1,215,681 | |||||
Vanguard Target Retirement 2025 Fund | Mutual fund, 42,581 shares | ** | 844,815 | |||||
Vanguard Target Retirement Income Fund | Mutual fund, 55,629 shares | ** | 781,590 | |||||
Vanguard Target Retirement 2030 Fund | Mutual fund, 19,198 shares | ** | 699,778 | |||||
Vanguard Target Retirement 2015 Fund | Mutual fund, 30,117 shares | ** | 457,180 | |||||
Vanguard Target Retirement 2035 Fund | Mutual fund, 11,335 shares | ** | 255,257 | |||||
Vanguard Target Retirement 2045 Fund | Mutual fund, 5,766 shares | ** | 142,414 | |||||
Vanguard Target Retirement 2050 Fund | Mutual fund, 2,902 shares | ** | 115,401 | |||||
Vanguard Target Retirement 2040 Fund | Mutual fund, 2,879 shares | ** | 112,651 | |||||
Total mutual funds | 21,170,215 | |||||||
* | Territorial Bancorp Inc. | Common Stock, 350,691 shares | ** | 10,850,209 | ||||
* | Participant loans | 39 loans, with interest rates from 4.25% to 6.50%, maturing in years beginning in 2019 through 2033 | 258,985 | |||||
Lincoln Financial Group Stable Value Account | Fixed annuity contract | ** | 3,480,578 | |||||
$ | 36,211,281 |
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
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| Territorial Savings Bank 401(k) Plan |
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Date: June 29, 2020 | By: | /s/ Karen J. Cox |
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| Karen J. Cox |
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| Senior Vice President |
Exhibit Number | Description |