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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM 10-Q

 

(Mark One)

ý

 

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

 

 

For the quarterly period ended March 31, 2005

 

 

 

 

 

OR

 

 

 

 

 

o

 

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

 

For the transition period from                   to                  

 

Commission file number 0-10777

 

CENTRAL PACIFIC FINANCIAL CORP.

(Exact name of registrant as specified in its charter)

 

Hawaii

 

99-0212597

(State or other jurisdiction of

 

(I.R.S. Employer

incorporation or organization)

 

Identification No.)

 

 

 

220 South King Street, Honolulu, Hawaii

 

96813

(Address of principal executive offices)

 

(Zip Code)

 

(808)544-0500

(Registrant’s telephone number, including area code)

 

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

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes ý  No o

 

As of May 6, 2005, the number of shares of common stock outstanding of the registrant was 30,354,058 shares.

 



 

CENTRAL PACIFIC FINANCIAL CORP. AND SUBSIDIARIES

Table of Contents

 

Part I - Financial Information

 

 

 

 

Item 1.

Financial Statements (Unaudited)

 

 

 

 

 

Consolidated Balance Sheets - March 31, 2005 and 2004, and December 31, 2004

 

 

 

 

 

Consolidated Statements of Income - Three months ended March 31, 2005 and 2004

 

 

 

 

 

Consolidated Statements of Changes in Shareholders’ Equity and Comprehensive Income (Loss) - Three months ended March 31, 2005 and 2004

 

 

 

 

 

Consolidated Statements of Cash Flows - Three months ended March 31, 2005 and 2004

 

 

 

 

 

Notes to Consolidated Financial Statements - March 31, 2005 and 2004

 

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

 

 

 

 

Item 4.

Controls and Procedures

 

 

 

 

Part II - Other Information

 

 

 

 

Item 6.

Exhibits

 

 

 

 

Signatures

 

 

 

 

Exhibit Index

 

 

2



 

PART I.   FINANCIAL INFORMATION

 

Forward-Looking Statements

 

This document may contain forward-looking statements concerning projections of revenues, income, earnings per share, capital expenditures, dividends, capital structure, or other financial items, concerning plans and objectives of management for future operations, concerning future economic performance, or concerning any of the assumptions underlying or relating to any of the foregoing.  Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts, and generally include the words “believes”, “plans”, “intends”, “expects”, “anticipates” or words of similar meaning.  While we believe that our forward-looking statements and the assumptions underlying them are reasonably based, such statements and assumptions, are by their nature subject to risks and uncertainties, and thus could later prove to be inaccurate or incorrect.  Accordingly, actual results could materially differ from projections for a variety of reasons, to include, but not limited to:  the impact of local, national, and international economies and events on the company’s business and operations and on tourism, the military, and other major industries operating within the Hawaii market; the impact of legislation affecting the banking industry; the impact of competitive products, services, pricing, and other competitive forces; movements in interest rates; loan delinquency rates; and trading of the company’s stock.  For further information on factors which could cause actual results to materially differ from projections, please see our publicly available Securities and Exchange Commission filings, including our Form 10-K for the last fiscal year.  Be advised, we do not update any of our forward-looking statements.

 

3



 

Item 1.             Financial Statements

 

CENTRAL PACIFIC FINANCIAL CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

 

 

March 31,

 

December 31,

 

March 31,

 

(Dollars in thousands)

 

2005

 

2004

 

2004

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

Cash and due from banks

 

$

113,065

 

$

84,869

 

$

70,854

 

Interest-bearing deposits in other banks

 

6,512

 

52,978

 

2,645

 

Federal funds sold

 

 

25,600

 

 

Investment securities:

 

 

 

 

 

 

 

Held to maturity, at amortized cost (fair value of $97,602 at March 31, 2005, 2005, $101,869 at December 31, 2004, and $35,046 at March 31, 2004)

 

98,590

 

101,337

 

33,642

 

Available for sale, at fair value

 

819,581

 

798,084

 

615,725

 

Total investment securities

 

918,171

 

899,421

 

649,367

 

 

 

 

 

 

 

 

 

Loans held for sale

 

32,273

 

17,736

 

2,337

 

 

 

 

 

 

 

 

 

Loans and leases

 

3,235,788

 

3,099,830

 

1,459,442

 

Less allowance for loan and lease losses

 

51,623

 

50,703

 

24,848

 

Net loans and leases

 

3,184,165

 

3,049,127

 

1,434,594

 

 

 

 

 

 

 

 

 

Premises and equipment

 

77,098

 

77,099

 

57,355

 

Accrued interest receivable

 

19,154

 

18,298

 

8,723

 

Investment in unconsolidated subsidiaries

 

11,367

 

11,536

 

4,625

 

Due from customers on acceptances

 

222

 

547

 

 

Other real estate

 

 

580

 

 

Goodwill

 

289,848

 

284,712

 

 

Core deposit premium

 

40,761

 

49,188

 

 

Other assets

 

88,387

 

80,211

 

53,825

 

 

 

 

 

 

 

 

 

Total assets

 

$

4,781,023

 

$

4,651,902

 

$

2,284,325

 

 

 

 

 

 

 

 

 

Liabilities and Shareholders’ Equity

 

 

 

 

 

 

 

Deposits:

 

 

 

 

 

 

 

Noninterest-bearing deposits

 

$

652,309

 

$

594,401

 

$

369,151

 

Interest-bearing deposits

 

2,729,950

 

2,732,625

 

1,436,116

 

Total deposits

 

3,382,259

 

3,327,026

 

1,805,267

 

 

 

 

 

 

 

 

 

Short-term borrowings

 

97,610

 

88,900

 

12,851

 

Long-term debt

 

586,419

 

587,380

 

228,425

 

Bank acceptances outstanding

 

222

 

547

 

 

Minority interest

 

13,258

 

12,782

 

10,362

 

Other liabilities

 

60,439

 

67,405

 

23,907

 

Toal liabilities

 

4,140,207

 

4,084,040

 

2,080,812

 

 

 

 

 

 

 

 

 

Shareholders’ equity:

 

 

 

 

 

 

 

Preferred stock, no par value, authorized 1,000,000 shares, none issued

 

 

 

 

Common stock, no par value, authorized 100,000,000 shares; issued and outstanding 30,352,184 shares at March 31, 2005, 28,159,395 shares at December 31, 2004, and 16,093,999 shares at March 31, 2004

 

427,009

 

360,550

 

9,907

 

Surplus

 

45,848

 

45,848

 

45,848

 

Retained earnings

 

180,414

 

167,801

 

147,972

 

Deferred stock awards

 

(317

)

(174

)

(47

)

Accumulated other comprehensive income (loss)

 

(12,138

)

(6,163

)

(167

)

Total shareholders’ equity

 

640,816

 

567,862

 

203,513

 

 

 

 

 

 

 

 

 

Total liabilities and shareholders’ equity

 

$

4,781,023

 

$

4,651,902

 

$

2,284,325

 

 

See accompanying notes to unaudited consolidated financial statements.

 

4



 

CENTRAL PACIFIC FINANCIAL CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

 

 

 

Three Months Ended

 

 

 

March 31,

 

(In thousands, except per share data)

 

2005

 

2004

 

 

 

 

 

 

 

Interest income:

 

 

 

 

 

Interest and fees on loans

 

$

50,834

 

$

21,291

 

Interest and dividends on investment securities:

 

 

 

 

 

Taxable interest

 

7,449

 

5,081

 

Tax-exempt interest

 

1,005

 

991

 

Dividends

 

291

 

217

 

Interest on deposits in other banks

 

147

 

23

 

Interest on Federal funds sold and securities purchased under agreements to resell

 

58

 

9

 

 

 

 

 

 

 

Total interest income

 

59,784

 

27,612

 

 

 

 

 

 

 

Interest expense:

 

 

 

 

 

Interest on deposits

 

7,517

 

2,925

 

Interest on short-term borrowings

 

527

 

36

 

Interest on long-term debt

 

5,420

 

1,950

 

 

 

 

 

 

 

Total interest expense

 

13,464

 

4,911

 

 

 

 

 

 

 

Net interest income

 

46,320

 

22,701

 

Provision for loan and lease losses

 

917

 

300

 

Net interest income after provision for loan and lease losses

 

45,403

 

22,401

 

 

 

 

 

 

 

Other operating income:

 

 

 

 

 

Income from fiduciary activities

 

533

 

549

 

Service charges on deposit accounts

 

2,442

 

1,443

 

Other service charges and fees

 

2,776

 

1,251

 

Equity in earnings of unconsolidated subsidiaries

 

91

 

 

Fees on foreign exchange

 

218

 

173

 

Investment securities gains (losses)

 

1,509

 

 

Other

 

1,682

 

495

 

 

 

 

 

 

 

Total other operating income

 

9,251

 

3,911

 

 

 

 

 

 

 

Other operating expense:

 

 

 

 

 

Salaries and employee benefits

 

16,209

 

8,206

 

Net occupancy

 

2,755

 

1,094

 

Equipment

 

1,197

 

568

 

Amortization of core deposit premium

 

1,300

 

 

Communication expense

 

1,084

 

428

 

Legal and professional services

 

2,636

 

648

 

Computer software expense

 

828

 

512

 

Advertising expense

 

765

 

535

 

Other

 

4,135

 

2,537

 

 

 

 

 

 

 

Total other operating expense

 

30,909

 

14,528

 

 

 

 

 

 

 

Income before income taxes

 

23,745

 

11,784

 

Income taxes

 

6,540

 

3,874

 

 

 

 

 

 

 

Net income

 

$

17,205

 

$

7,910

 

 

 

 

 

 

 

Per share data:

 

 

 

 

 

Basic earnings per share

 

$

0.60

 

$

0.49

 

Diluted earnings per share

 

0.59

 

0.48

 

Cash dividends declared

 

0.16

 

0.16

 

 

 

 

 

 

 

Basic weighted average shares outstanding

 

28,628

 

16,080

 

Diluted weighted average shares outstanding

 

29,198

 

16,411

 

 

See accompanying notes to unaudited consolidated financial statements.

 

5



 

CENTRAL PACIFIC FINANCIAL CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY AND COMPREHENSIVE INCOME (LOSS)

(Unaudited)

 

 

 

Common
Stock

 

Surplus

 

Retained
Earnings

 

Deferred
Stock
Awards

 

Accumulated
other
comprehensive
income(loss)

 

Total

 

Three months ended March 31, 2005

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2004

 

$

360,550

 

$

45,848

 

$

167,801

 

$

(174

)

$

(6,163

)

$

567,862

 

Net Income

 

 

 

17,205

 

 

 

17,205

 

Net change in unrealized gain (loss) on investment securities, net of taxes of $(4,229)

 

 

 

 

 

(5,975

)

(5,975

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive income

 

 

 

 

 

 

 

 

 

 

 

11,230

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash dividends ($0.16 per share)

 

 

 

(4,523

)

 

 

(4,523

)

2,012,500 shares issued in conjunction with common stock offering

 

64,592

 

 

 

 

 

64,592

 

175,934 shares of common stock issued in conjunction with stock option exercises

 

1,928

 

 

 

 

 

1,928

 

641 shares of common stock purchased by directors’ deferred compensation plan

 

(24

)

 

 

 

 

(24

)

2,893 shares of common stock repurchased

 

(37

)

(69

)

(106

)

 

 

 

 

 

 

4,355 shares of deferred stock awards granted

 

 

 

 

(155

)

 

(155

)

Amortization of vested stock awards

 

 

 

 

12

 

 

12

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at March 31, 2005

 

$

427,009

 

$

45,848

 

$

180,414

 

$

(317

)

$

(12,138

)

$

640,816

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Disclosure of reclassification amount:

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized holding loss on investment securities during period, net of taxes of $(3,797)

 

$

 

$

 

$

 

$

 

$

(5,325

)

$

(5,325

)

Less reclassification adjustment for gains included in net income, net of taxes of $432

 

 

 

 

 

650

 

650

 

Net Change in unrealized gain (loss) on investment securities

 

$

 

$

 

$

 

$

 

$

(5,975

)

$

(5,975

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended March 31, 2004

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2003

 

$

9,589

 

$

45,848

 

$

142,635

 

$

(50

)

$

(3,423

)

$

194,599

 

Net Income

 

 

 

7,910

 

 

 

7,910

 

Net change in unrealized gain (loss) on investment securities, net of taxes of $2,165

 

 

 

 

 

3,256

 

3,256

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive income

 

 

 

 

 

 

 

 

 

 

 

11,166

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash dividends ($0.16 per share)

 

 

 

(2,573

)

 

 

(2,573

)

30,042 shares of common stock issued in conjunction with stock option exercises

 

318

 

 

 

 

 

318

 

Amortization of vested stock awards

 

 

 

 

3

 

 

3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at March 31, 2004

 

$

9,907

 

$

45,848

 

$

147,972

 

$

(47

)

$

(167

)

$

203,513

 

Disclosure of reclassification amount:

 

 

 

 

 

 

 

$

 

 

 

 

 

 

 

 

 

 

 

 Unrealized holding loss on investment securities during period, net of taxes of $2,165

 

$

 

$

 

$

 

$

 

$

 

3,256

 

$

 

3,256

 

Less reclassification adjustment for gains included in net income, net of taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Change in unrealized gain (loss) on investment securities

 

$

 

$

 

 

 

$

 

$

 

3,256

 

$

 

3,256

 

 

See accompanying notes to unaudited consolidated financial statements.

 

6



 

CENTRAL PACIFIC FINANCIAL CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

 

Three Months Ended March 31,

 

(Dollars in thousands)

 

2005

 

2004

 

 

 

 

 

 

 

Cash flows from operating activities:

 

 

 

 

 

Net income

 

$

17,205

 

$

7,910

 

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

 

 

 

 

 

Provision for loan and lease losses

 

917

 

300

 

Provision for depreciation and amortization

 

1,707

 

955

 

Amortization of core deposit premium

 

1,300

 

 

Net amortization of deferred stock awards

 

(143

)

3

 

Net amortization of investment securities

 

780

 

437

 

Net gain on investment securities

 

(1,509

)

 

Federal Home Loan Bank dividends received

 

 

(141

)

Net gain on sale of loans

 

(502

)

(39

)

Proceeds from sales of loans held for sale

 

25,861

 

11,614

 

Originations of loans held for sale

 

(39,896

)

(7,252

)

Deferred income tax expense (benefit)

 

1,712

 

(6,668

)

Equity in earnings of unconsolidated subsidiaries

 

(91

)

 

Net increase in other assets

 

(6,384

)

(1,285

)

Net increase (decrease) in other liabilities

 

(3,997

)

5,025

 

 

 

 

 

 

 

Net cash provided by operating activities

 

(3,040

)

10,859

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

Proceeds from maturities of and calls on investment securities held to maturity

 

2,396

 

665

 

Proceeds from sales of investment securities available for sale

 

100,549

 

 

Proceeds from maturities of and calls on investment securities available for sale

 

420,092

 

108,415

 

Purchases of investment securities available for sale

 

(551,065

)

(198,366

)

Net loan originations

 

(135,955

)

(16,514

)

Purchases of premises and equipment

 

(1,706

)

(1,530

)

Distributions from unconsolidated subsidiaries

 

533

 

 

Contributions to unconsolidated subsidiaries

 

(547

)

(880

)

 

 

 

 

 

 

Net cash used by investing activities

 

(165,703

)

(108,210

)

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

Net increase in deposits

 

55,233

 

51,983

 

Proceeds from long-term debt

 

 

77,000

 

Repayments of long-term debt

 

(961

)

(34,461

)

Net increase in short-term borrowings

 

8,710

 

9,344

 

Cash dividends paid

 

(4,523

)

(4,330

)

Proceeds from sale of common stock

 

66,520

 

318

 

Repurchases of common stock

 

(106

)

 

 

 

 

 

 

 

Net cash provided by financing activities

 

124,873

 

99,854

 

 

 

 

 

 

 

Net increase in cash and cash equivalents

 

(43,870

)

2,503

 

 

 

 

 

 

 

Cash and cash equivalents:

 

 

 

 

 

At beginning of period

 

163,447

 

70,996

 

 

 

 

 

 

 

At end of period

 

$

119,577

 

$

73,499

 

 

 

 

 

 

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

Cash paid during the period for interest

 

$

16,446

 

$

5,103

 

Cash paid during the period for income taxes

 

$

3,284

 

$

2,210

 

 

 

 

 

 

 

 

See accompanying notes to unaudited consolidated financial statements.

 

7



 

 

CENTRAL PACIFIC FINANCIAL CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

March 31, 2005 and 2004

 

1.               Summary of Significant Accounting Principles

 

Principles of Consolidation and Basis of Presentation

 

The consolidated financial statements include the accounts of Central Pacific Financial Corp. (“CPF” or the “Company”) and its majority-owned subsidiaries.  All significant intercompany accounts and transactions have been eliminated in consolidation.  The results of CB Bancshares, Inc. (“CBBI”) are included in the consolidated financial statements from September 15, 2004, the date of the completion of the merger.

 

The financial information included herein is unaudited, except for the consolidated balance sheet at December 31, 2004. However, such information reflects all adjustments (consisting solely of normal recurring adjustments) which are, in the opinion of Management, necessary for a fair statement of results for the interim periods.

 

The results of operations for the three months ended March 31, 2005 are not necessarily indicative of the results to be expected for the full year.

 

Business Combinations

 

Statement of Financial Accounting Standards (“SFAS”) No. 141, “Business Combinations” (“SFAS 141”) requires that all business combinations initiated after June 30, 2001, be accounted for using the purchase method. The purchase method of accounting requires that the cost of an acquired entity be allocated to the assets acquired and liabilities assumed based on their estimated fair values at date of acquisition. The difference between the fair values and the purchase price is recorded to Goodwill. Also under SFAS 141, identified intangible assets acquired in a purchase business combination must be separately valued and recognized on the balance sheet if they meet certain requirements.

 

Recently Issued Accounting Pronouncements

 

In December 2004, the Financial Accounting Standards Board (“FASB”) revised Statement No. 123 (“SFAS 123R”), “Share Based Payment,” which establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services, including share-based payments to employees. SFAS 123R requires companies to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award and to recognize that cost over the period during which an employee is required to provide service in exchange for the award, usually the vesting period.  SFAS 123R eliminates use of the intrinsic value method of accounting for stock-based compensation, which was allowed under SFAS 123.  SFAS 123R also provides expanded

 

8



 

guidance on measuring fair value and requires the use of a modified version of prospective application for all outstanding awards for which the requisite service period has not yet expired.  SFAS 123R is effective as of the first interim period that begins after June 15, 2005.

 

On April 14, 2005, the Securities and Exchange Commission (the “SEC”) adopted a new rule that amended the compliance dates for the SFAS 123R.  The SEC’s new rule allows companies to implement SFAS 123R at the beginning of their next fiscal year, instead of the first interim period that begins after June 15, 2005.  The Company plans to adopt SFAS 123R on January 1, 2006.

 

Based on options outstanding as of March 31, 2005, and without any regard to any awards that may be issued prior to the adoption in 2006, implementation of SFAS 123R is expected to increase salaries and employee benefits by an annualized $647,000 net of taxes.

 

Stock Compensation Plans

 

The Company has elected to apply the provisions of Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees”, and related interpretations, and provide the pro forma disclosure provisions of SFAS No. 148, “Accounting for Stock-Based Compensation-Transition and Disclosure-an amendment of FASB Statement No. 123”.

 

The following table presents pro forma disclosures of the impact that the 2004, 2003, 2002 and 2000 option grants would have had on net income and earnings per share had the grants been measured using the fair value of accounting prescribed by SFAS No. 148.

 

 

 

Three months ended March 31,

 

 

 

2005

 

2004

 

(Dollars in thousands, except per share amounts)

 

 

 

 

 

Net income, as reported

 

$

17,205

 

$

7,910

 

Add:  Stock-based compensation expense included in reported net income, net of related tax effects

 

7

 

2

 

Deduct:  Total stock compensation expense determined under fair value based method for all awards, net of related tax effects

 

(183

)

(172

)

 

 

 

 

 

 

Pro forma net income

 

$

17,029

 

$

7,740

 

 

 

 

 

 

 

Earnings per share:

 

 

 

 

 

Basic - as reported

 

$

0.60

 

$

0.49

 

Basic - pro forma

 

$

0.59

 

$

0.48

 

 

 

 

 

 

 

Diluted - as reported

 

$

0.59

 

$

0.48

 

Diluted - pro forma

 

$

0.58

 

$

0.47

 

 

2.  Merger with CB Bancshares, Inc.

 

The Company completed its merger with CBBI on September 15, 2004 (the “Effective Date”).  At the Effective Date, CBBI had consolidated assets of $1.8 billion (including loans of $1.4 billion and investment securities of $324.8 million) and consolidated total liabilities of $1.7 billion (including total deposits of $1.4 billion and borrowings of $239.6 million).

 

Exit and Restructuring Costs

 

At the Effective Date, the Company recorded liabilities totaling $17.6 million for estimated costs to exit certain CBBI facilities and operations.  These liabilities, net of tax, were included in

 

9



 

the cost of the CBBI acquisition, resulting in an increase in goodwill.

 

The Company closed nine CBBI branch offices in February 2005, and is in the process of vacating CBBI’s headquarters, consolidating certain operational functions with the Company’s operations, and reducing the workforce by approximately 70 employees.   Execution of these exit plans is expected to be completed by the third quarter of 2005.  Certain adjustments to the estimates have been recorded as of March 31, 2005 as adjustments to the cost of the acquisition.

 

The following table sets forth information related to the exit costs accrued:

 

(Dollars in thousands)

 

Accrued as of
September 14, 2004

 

Adjustments to
estimates

 

Payments through
March 31, 2005

 

Balance as of
March 31, 2005

 

 

 

 

 

 

 

 

 

 

 

Severance

 

$

3,772

 

$

1,489

 

$

3,670

 

$

1,591

 

Lease termination fees

 

7,672

 

 

236

 

7,436

 

Asset write-offs

 

4,457

 

 

133

 

4,324

 

Contract termination fees

 

1,700

 

339

 

1,843

 

196

 

Total assets

 

$

17,601

 

$

1,828

 

$

5,882

 

$

13,547

 

 

Unaudited Pro Forma Condensed Combined Financial Statements

 

The unaudited pro forma condensed combined statements of income illustrate how the results of operations of the combined organization may have appeared had the merger actually occurred at the beginning of the periods presented.  The pro forma condensed combined statements of income are provided for illustrative purposes only and are not intended to reflect expected results of operations in future periods.

 

The pro forma results reflect the estimated impact of purchase price allocation adjustments and the elimination of reported one-time merger-related charges of $495,000 in 2004 included in the Company’s historical results that are not expected to affect future periods’ results of operations.  The pro forma adjustments exclude the impact of merger cost synergies that are expected to be recognized in future periods.

 

Central Pacific Financial Corp. and CB Bancshares, Inc.

Pro Forma Condensed Combined Income Statement

Three Months Ended March 31, 2004

 

(Dollars in thousands, except per share amounts)

 

 

 

Interest income

 

$

55,487

 

Interest expense

 

10,103

 

Net interest income

 

45,384

 

Provision for loan losses

 

800

 

Net interest income after provision for loan losses

 

44,584

 

 

 

 

 

Other operating income

 

11,356

 

Other operating expense

 

30,824

 

Income before income taxes

 

25,116

 

Income taxes

 

7,601

 

Net income

 

$

17,515

 

 

 

 

 

Earnings per share:

 

 

 

Basic

 

$

0.63

 

Diluted

 

$

0.62

 

 

 

 

 

Weighted average shares outstanding:

 

 

 

Basic

 

27,967

 

Diluted

 

28,455

 

 

10



 

3.               Goodwill and Other Intangibles

 

At March 31, 2005, goodwill recorded in conjunction with the CBBI merger amounted to $289.8 million, of which $146.6 million was allocated to the Hawaii Market reporting segment and $143.2 million was allocated to the Commercial Real Estate reporting segment.  In accordance with SFAS 142, no goodwill amortization was recorded.

 

Other intangible assets included a core deposit premium of $40.8 million at March 31, 2005 and mortgage servicing rights of $3.7 million and $511,000 at March 31, 2005 and 2004, respectively.  The gross carrying value and accumulated amortization related to the core deposit premium and mortgage servicing rights as of March 31, 2005 and 2004 are presented below:

 

 

 

March 31, 2005

 

March 31, 2004

 

(Dollars in thousands)

 

Gross
Carrying
Value

 

Accumulated
Amortization

 

Gross
Carrying
Value

 

Accumulated
Amortization

 

Core deposit premium

 

$

44,642

 

$

3,881

 

$

 

$

 

Mortgage servicing rights

 

8,082

 

4,432

 

4,180

 

3,669

 

 

 

$

52,724

 

$

8,313

 

$

4,180

 

$

3,669

 

 

The following table presents changes in goodwill and other intangible assets for the periods presented:

 

 

 

At or for the three months ended March 31, 2005

 

At or for the three months ended March 31, 2004

 

(Dollars in thousands)

 

Goodwill

 

Core Deposit
Premium

 

Mortgage
Servicing
Rights

 

Goodwill

 

Core Deposit
Premium

 

Mortgage
Servicing
Rights

 

Balance, beginning of period

 

$

284,712

 

$

49,188

 

$

3,848

 

$

 

$

 

$

505

 

Additions (deductions)

 

5,136

 

(7,127

)

122

 

 

 

64

 

Amortization

 

 

(1,300

)

(320

)

 

 

(59

)

Balance, end of period

 

$

289,848

 

$

40,761

 

$

3,650

 

$

 

$

 

$

510

 

 

11



 

Goodwill at March 31, 2005 reflected an increase of $5.1 million over the balance reported as of December 31, 2004 due to adjustments in purchase price allocation, primarily the core deposit premium amount.  A third-party valuation of the core deposit premium was finalized in the first quarter of 2005 resulting in a reduction of $7.1 million in the core deposit premium and an extension of the amortization period from 10 years to 15 years.

 

Amortization expense of core deposit premium totaled $1.3 million for the three months ended March 31, 2005.  The amortization expense recognized during the first quarter of 2005 reflects an adjustment to account for the reduction in core deposit premium amount and extension of the amortization period.  The Company estimates that amortization expense of core deposit premium will be $6.3 million in 2005.  In addition, the Company estimates that amortization expense of core deposit premium will be $3.9 million in 2006, $2.7 million in 2007 and $2.5 million in each subsequent year through 2010.

 

Amortization expense of mortgage servicing rights totaled $337,000 and $59,000 for the three months ended March 31, 2005 and 2004, respectively.  The Company estimates that amortization expense of mortgage servicing rights will be $907,000 in 2005.  In addition, the Company estimates that amortization expense of mortgage servicing rights will be $887,000 in 2006, $776,000 in 2007, $755,000 in 2008, $434,000 in 2009 and $172,000 in 2010.

 

12



 

4.  Comprehensive Loss

 

Components of other comprehensive loss, net of taxes, is presented below:

 

 

 

March 31,

 

(Dollars in thousands)

 

2005

 

2004

 

 

 

 

 

 

 

Unrealized holding gains (losses) on available-for-sale investment securities

 

$

(6,074

)

$

5,932

 

Pension liability adjustments

 

(6,064

)

(6,099

)

Balance at end of period

 

$

(12,138

)

$

(167

)

 

5.   Segment Information

 

The Company has three reportable segments: Commercial Real Estate, Hawaii Market, and Treasury.  The segments reported are consistent with internal functional reporting lines.  They are managed separately because each unit has different target markets, technological requirements, marketing strategies and specialized skills.  The Commercial Real Estate segment includes construction and real estate development lending in Hawaii, California and Washington.  The Hawaii Market segment includes retail branch offices, corporate lending, residential mortgage lending, trust services and investment services.  A full range of deposit and loan products, and various other banking services are offered.  The Treasury segment is responsible for managing the Company’s investment securities portfolio and wholesale funding activities.

 

The All Others category includes activities such as indirect auto lending, mortgage servicing, electronic banking, data processing, and management of bank owned properties.

 

The accounting policies of the segments are consistent with the Company’s accounting

 

13



 

policies that are described in Note 1 to the consolidated financial statements in the Annual Report on Form 10-K for the year ended December 31, 2004 filed with the SEC.  The majority of the Company’s net income is derived from net interest income.  Accordingly, Management focuses primarily on net interest income, rather than gross interest income and expense amounts, in evaluating segment profitability.  Prior to 2005, intersegment net interest income (expense) was allocated to each segment based on the amount of net investable funds provided (used) by that segment at a rate equal to Central Pacific Bank’s average rate on interest-sensitive assets and liabilities.  In 2005, intersegment net interest income (expense) was allocated to each segment based upon a funds transfer pricing process that matches assets and liabilities with similar interest rate sensitivity and maturity characteristics. All administrative and overhead expenses are allocated to the segments at cost. Cash, investment securities, loans and their related balances are allocated to the segment responsible for acquisition and maintenance of those assets.  Segment assets also include all premises and equipment used directly in segment operations.

 

Segment profits and assets are provided in the following table for the periods indicated.

 

14



 

 

(Dollars in thousands)

 

Commercial
Real Estate

 

Hawaii Market

 

Treasury

 

All Others

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended March 31, 2005:

 

 

 

 

 

 

 

 

 

 

 

Net interest income

 

$

27,263

 

$

14,684

 

$

3,247

 

$

1,126

 

$

46,320

 

Intersegment net interest income (expense)

 

(12,940

)

15,855

 

(2,968

)

53

 

 

Provision for loan losses

 

122

 

416

 

 

379

 

917

 

Other operating income

 

18

 

6,088

 

1,590

 

1,555

 

9,251

 

Other operating expense

 

1,607

 

15,339

 

706

 

13,257

 

30,909

 

Administrative and overhead expense allocation

 

1,255

 

9,096

 

(598

)

(9,753

)

 

Income taxes

 

3,492

 

3,376

 

523

 

(851

)

6,540

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

7,865

 

$

8,400

 

$

1,238

 

$

(298

)

$

17,205

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended March 31, 2004:

 

 

 

 

 

 

 

 

 

 

 

Net interest income

 

$

9,713

 

$

8,453

 

$

4,314

 

$

221

 

$

22,701

 

Intersegment net interest income (expense)

 

(4,837

)

6,058

 

(1,218

)

(3

)

 

Provision for loan losses

 

(16

)

298

 

 

18

 

300

 

Other operating income

 

16

 

3,315

 

127

 

453

 

3,911

 

Other operating expense

 

345

 

8,124

 

423

 

5,636

 

14,528

 

Administrative and overhead expense allocation

 

821

 

4,185

 

(217

)

(4,789

)

 

Income taxes

 

1,329

 

1,871

 

1,074

 

(400

)

3,874

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

2,413

 

$

3,348

 

$

1,943

 

$

206

 

$

7,910

 

 

 

 

 

 

 

 

 

 

 

 

 

At March 31, 2005:

 

 

 

 

 

 

 

 

 

 

 

Investment securities

 

$

 

$

 

$

918,171

 

$

 

$

918,171

 

Loans (including loans held for sale)

 

1,545,203

 

1,568,347

 

 

154,511

 

3,268,061

 

Other

 

147,794

 

240,102

 

95,932

 

110,963

 

594,791

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

$

1,692,997

 

$

1,808,449

 

$

1,014,103

 

$

265,474

 

$

4,781,023

 

 

 

 

 

 

 

 

 

 

 

 

 

At December 31, 2004:

 

 

 

 

 

 

 

 

 

 

 

Investment securities

 

$

 

$

 

$

899,421

 

$

 

$

899,421

 

Loans (including loans held for sale)

 

1,518,860

 

1,455,020

 

 

143,686

 

3,117,566

 

Other

 

140,094

 

232,407

 

146,000

 

116,414

 

634,915

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

$

1,658,954

 

$

1,687,427

 

$

1,045,421

 

$

260,100

 

$

4,651,902

 

 

15



 

 

6.               Pension Plans

 

Central Pacific Bank has a defined benefit retirement plan (“Pension Plan”) which covered certain eligible employees.  The plan was curtailed effective December 31, 2002, and accordingly, plan benefits were fixed as of that date.

 

The following table sets forth the components of net periodic benefit cost for the Pension Plan:

 

 

 

Three months ended March 31,

 

(Dollars in thousands)

 

2005

 

2004

 

Interest cost

 

$

399

 

$

405

 

Expected return on plan assets

 

(475

)

(431

)

Recognized net loss (gain)

 

216

 

220

 

 

 

 

 

 

 

Net periodic cost

 

$

140

 

$

194

 

 

Central Pacific Bank also established Supplemental Executive Retirement Plans (“SERP”) which provide certain officers of Central Pacific Bank with supplemental retirement benefits in excess of limits imposed on qualified plans by Federal tax laws.

 

The following table sets forth the components of net periodic benefit cost for the SERP:

 

 

 

Three months ended March 31,

 

(Dollars in thousands)

 

2005

 

2004

 

Service cost

 

$

183

 

$

 

Interest cost

 

125

 

36

 

Amortization of unrecognized transition obligation

 

6

 

1

 

Recognized prior service cost

 

4

 

4

 

 

 

 

 

 

 

Net periodic cost

 

$

318

 

$

41

 

 

The Company disclosed in its financial statements for the year ended December 31, 2004, that it expected to contribute $1.3 million to its Pension Plan and $214,000 to its SERP in 2005.  As of March 31, 2005, the Company made contributions of $450,000 to its Pension Plan and $54,000 to its SERP, and presently anticipates that its contributions for 2005 will approximate the amounts disclosed at year-end 2004.

 

16



 

 

Item 2.             Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Critical Accounting Policies

 

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires that Management make certain judgments and use certain estimates and assumptions that affect amounts reported and disclosures made.  Accounting estimates are deemed critical when a different estimate could have reasonably been used or where changes in the estimate are reasonably likely to occur from period to period and would materially impact the Company’s consolidated financial statements as of or for the periods presented.  Management has discussed the development and selection of the critical accounting estimates discussed below with the Audit Committee of the Board of Directors, and the Audit Committee has reviewed the accompanying disclosures.

 

Allowance for Loan and Lease Losses.  The Company maintains the allowance for loan and lease losses (“Allowance”) at an amount Management expects to be sufficient to absorb probable losses inherent in the Company’s loan portfolio. For loans classified as impaired, an estimated impairment loss is calculated.  To estimate net loan losses on other loans, the Company performs a migration analysis and considers other relevant economic conditions and borrower-specific risk characteristics. A migration analysis is a technique used to estimate the probability that a loan will progress through various grades of loan quality and ultimately result in a loan charge-off based on historical loan loss experience. Estimated loss rates are determined by loan category and risk profile, and an overall required Allowance is calculated.  Based on Management’s estimate of the level of Allowance required, a provision for loan and lease losses (“Provision”) is recorded to maintain the Allowance at an appropriate level.  Since the Company cannot predict with certainty the amount of loan losses that will be incurred, and because the eventual level of loan losses are impacted by numerous conditions beyond the control of the Company, a range of loss estimates has been used to determine the Allowance and Provision.

 

Defined Benefit Retirement Plan.  Defined benefit retirement plan assets, which consist primarily of marketable equity and debt securities, are typically valued using market quotations. Independent actuaries, through the use of a number of assumptions, determine plan obligations and the annual pension expense. Key assumptions in measuring the plan obligations include the discount rate and the expected long-term rate of return on plan assets.  In determining the discount rate, the Company utilizes the yield on high-quality, fixed-income investments currently available with maturities corresponding to the anticipated timing of the benefit payments.  Asset returns are based on the anticipated average rate of earnings expected on the invested funds of the plan.

 

17



 

Overview of Material Events

 

The Company completed the merger between its wholly-owned subsidiaries, Central Pacific Bank and City Bank, including the consolidation of operations and reduction in branch network from 45 to 37, on February 22, 2005.

 

In March 2005, the Company completed a public offering of 2.01 million shares of common stock that generated proceeds totaling $64.6 million, net of expenses.  The proceeds will be used for general corporate purposes.

 

Financial Summary

 

The Company’s merger with CBBI was accounted for under the purchase accounting method, and CBBI’s revenues and expenses are included in the consolidated financial statements from September 15, 2004, the date of closing.  The financial results for the first quarter of 2004 did not include CBBI’s revenues and expenses, and accordingly, the first quarter of 2005 and the first quarter of 2004 are not comparable.

 

For the quarter ended March 31, 2005, the Company reported net income of $17.2 million or $0.59 per diluted share, up 117.5% and 22.9%, respectively, from the same period last year.  Nonrecurring merger-related expenses totaling $1.5 million and $147,000 were included in the consolidated statements of income for the three months ended March 31, 2005 and 2004, respectively.

 

The following table presents annualized returns on average assets and average shareholders’ equity and basic and diluted earnings per share for the periods indicated.

 

 

 

Three months ended March 31,

 

 

 

2005

 

2004

 

 

 

 

 

 

 

Return on average assets

 

1.46

%

1.43

%

 

 

 

 

 

 

Return on average shareholders’ equity

 

11.50

%

15.76

%

 

 

 

 

 

 

Basic earnings per share

 

$

0.60

 

$

0.49

 

 

 

 

 

 

 

Diluted earnings per share

 

$

0.59

 

$

0.48

 

 

 

 

 

 

 

Net income to average tangible equity

 

25.91

%

15.76

%

 

Material Trends

 

Hawaii’s economy continues to reflect improvement in 2005. The state’s unemployment rate, which has remained consistently below the national unemployment rate, was 2.8% in March

 

18



 

2005, compared to 3.6% in March 2004.(1)  This represented Hawaii’s lowest level of unemployment in 14 years.  In California, the unemployment rate was 5.4% in March 2005, compared to 6.4% in March 2004.(2) On the national level, the unemployment rate was 5.2% in March 2005, compared to 5.7% in March 2004.(3)

 

The housing market in Hawaii, supported by low mortgage interest rates, continues to show strong growth. Sales of single-family homes on the island of Oahu for the first three months of 2005 were $1.2 billion, an increase of 29.4% over the same period last year.(4) The median sales price for single family homes and condominiums on Oahu increased over the same period last year by 25.3% and 21.1%, respectively.(5)

 

The construction industry in Hawaii continues to reflect strong growth. In 2004, the number of construction jobs grew by 4.9% and the amount of building commitments (i.e., private permits and public contracts) increased by approximately 37.7% over the prior year.(6) As of March 31, 2005, the number of construction jobs grew by 11.6% from a year ago,(7) and is expected to grow by 6.5% for the year.(8) In California, the amount of building permits grew in 2004 by 11.3% over the prior year.(9)

 

Total state personal income grew by 6.0% in 2004 and is forecasted to grow at the same rate in 2005.(10) Total California state personal income grew by 5.6% in 2004 and is forecasted to grow by 5.8% in 2005.(11)

 

The Hawaii tourism market continues to reflect strong growth. Total visitor arrivals for the first three months of 2005 increased by 12.3% over the same period last year.(12) Domestic and international visitor arrivals increased by 11.8% and 13.4%, respectively, for the first three months of 2005 compared to the same period last year.(13) Included in the international totals is a 11.0% increase in Japanese arrivals.(14) For 2005, total Japanese visitor arrivals, which increased by 10.3% in 2004, are expected to increase by 8.0%.(15)

 

For the three months ended March 31, 2005, the hotel occupancy rate was 84.2% and the average daily room rate was $163.98, compared to 80.1% and $152.65, respectively, over the same period last year.(16) For 2004, the annual hotel occupancy rate was 77.8% and the average daily room rate was $150.86.(17)

 


(1) Hawaii State Department of Labor and Industrial Relations.

(2) California Department of Finance.

(3) Hawaii State Department of Labor and Industrial Relations.

(4) Honolulu Board of Realtors.

(5) Ibid.

(6) University of Hawaii Economic Research Organization.

(7) Hawaii State Department of Labor and Industrial Relations.

(8) University of Hawaii Economic Research Organization.

(9) California Department of Finance.

(10) Hawaii State Department of Business, Economic Development and Tourism.

(11) California Department of Finance.

(12) Hawaii State Department of Business, Economic Development and Tourism.

(13) Ibid.

(14) Ibid.

(15) University of Hawaii Economic Research Organization.

(16) Hawaii State Department of Business, Economic Development and Tourism.

(17) Ibid.

 

19



 

 

The results of operations of the Company in 2005 may be directly impacted by the ability of Hawaii’s or California's economy to sustain its pace of growth. Loan demand, deposit growth, provision for loan and lease losses, noninterest income, and noninterest expense will be affected by economic conditions through the end of the year.  If the Hawaii or California economy were to suffer an adverse change, such as a decline in the real estate or tourism industries or a slower pace of growth than currently anticipated, this could adversely affect the Company’s results of operations.

 

Results of Operations

 

Net Interest Income

 

A comparison of net interest income for the three months ended March 31, 2005 and 2004 is set forth below on a taxable equivalent basis using an assumed income tax rate of 35%.

 

Net interest income, when expressed as a percentage of average interest earning assets, is referred to as “net interest margin.”

 

20



 

CENTRAL PACIFIC FINANCIAL CORP. AND SUBSIDIARIES

Average Balances, Interest Income and Expense, Yields and Rates (Taxable Equivalent)

 

 

 

Three Months Ended
March 31, 2005

 

Three Months Ended
March 31, 2004

 

 

 

Average
Balance

 

Average
Yield/Rate

 

Interest

 

Average
Balance

 

Average
Yield/Rate

 

Interest

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing deposits in other banks

 

$

27,107

 

2.17

%

$

147

 

$

10,180

 

0.90

%

$

23

 

Federal funds sold and securities purchased under agreements to resell

 

10,347

 

2.24

%

58

 

3,815

 

0.94

%

9

 

Investment securities, excluding valuation allowance

 

887,669

 

4.18

%

9,286

 

591,413

 

4.61

%

6,823

 

Loans, net of unearned income

 

3,162,041

 

6.43

%

50,834

 

1,448,835

 

5.88

%

21,291

 

Total interest earning assets

 

4,087,164

 

5.90

%

60,325

 

2,054,243

 

5.48

%

28,146

 

Nonearning assets

 

610,671

 

 

 

 

 

156,459

 

 

 

 

 

Total assets

 

$

4,697,835

 

 

 

 

 

$

2,210,702

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities and Shareholders’ Equity:

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing demand deposits

 

$

429,040

 

0.23

%

249

 

$

185,436

 

0.11

%

52

 

Savings and money market deposits

 

1,129,466

 

0.50

%

1,409

 

680,375

 

0.45

%

757

 

Time deposits under $100,000

 

544,186

 

1.87

%

2,538

 

215,903

 

1.42

%

766

 

Time deposits $100,000 and over

 

609,356

 

2.18

%

3,321

 

342,102

 

1.58

%

1,350

 

Short-term borrowings

 

85,861

 

2.46

%

527

 

11,274

 

1.28

%

36

 

Long-term debt

 

583,944

 

3.71

%

5,420

 

213,208

 

3.66

%

1,950

 

Total interest-bearing liabilities

 

3,381,853

 

1.59

%

13,464

 

1,648,298

 

1.19

%

4,911

 

Noninterest-bearing deposits

 

603,701

 

 

 

 

 

329,246

 

 

 

 

 

Other liabilities

 

113,666

 

 

 

 

 

32,417

 

 

 

 

 

Shareholders’ equity

 

598,615

 

 

 

 

 

200,741

 

 

 

 

 

Total liabilities and shareholders’ equity

 

$

4,697,835

 

 

 

 

 

$

2,210,702

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest income

 

 

 

 

 

$

46,861

 

 

 

 

 

$

23,235

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest margin

 

 

 

4.59

%

 

 

 

 

4.52

%

 

 

 

In the first quarter of 2005, interest income on a taxable equivalent basis increased to $60.3 million, up 114.3% from the same period last year.  This increase was primarily driven by a 99.0% increase in average interest earning assets in the first quarter of 2005 compared to the same period last year, which for the most part resulted from the merger with CBBI.  The yield on interest earning assets was 5.90% for the first quarter of 2005, compared to 5.48% for the same period last year.

 

Interest expense increased by $8.6 million or 174.2% in the first quarter of 2005, compared to the same period in 2004.  This increase is attributed to a 105.2% increase in interest bearing liabilities for the first quarter of 2005 compared to the same period last year, which for the most part resulted from the merger with CBBI.  The average rate on interest-bearing liabilities was 1.59% for the first quarter of 2005, compared to 1.19% for the same period in 2004.

 

21



 

Net interest income on a taxable equivalent basis increased by $23.6 million or 101.7% for the first quarter of 2005 compared to the same period last year. The net interest margin was 4.59% for the first quarter of 2005, compared to 4.52% for the same period in 2004.

 

Nonperforming Assets

 

The following table sets forth nonperforming assets and accruing loans delinquent for 90 days or more at the dates indicated.

 

(Dollars in thousands)

 

March 31,
2005

 

December 31,
2004

 

March 31,
2004

 

 

 

 

 

 

 

 

 

Nonaccrual loans:

 

 

 

 

 

 

 

Real estate:

 

 

 

 

 

 

 

Construction

 

$

 

$

126

 

$

1,500

 

Mortgage-commercial

 

4,776

 

4,922

 

5,535

 

Mortgage-residential

 

1,507

 

1,529

 

 

Commercial, financial and agricultural

 

3,632

 

3,713

 

429

 

Consumer

 

 

 

2

 

Total nonaccrual loans

 

9,915

 

10,290

 

7,466

 

 

 

 

 

 

 

 

 

Other real estate

 

 

580

 

 

Total nonperforming assets

 

9,915

 

10,870

 

7,466

 

 

 

 

 

 

 

 

 

Accruing loans delinquent for 90 days or more:

 

 

 

 

 

 

 

Real estate:

 

 

 

 

 

 

 

Mortgage-residential

 

4,839

 

49

 

124

 

Commercial, financial and agricultural

 

1,784

 

23

 

27

 

Consumer

 

387

 

321

 

17

 

Total accruing loans delinquent for 90 days or more

 

7,010

 

393

 

168

 

 

 

 

 

 

 

 

 

Restructured loans still accruing interest:

 

 

 

 

 

 

 

Real estate:

 

 

 

 

 

 

 

Mortgage-commercial

 

425

 

428

 

 

Commercial, financial and agricultural

 

285

 

273

 

 

Total restructured loans still accruing interest

 

710

 

701

 

 

 

 

 

 

 

 

 

 

Total nonperforming assets, accruing loans delinquent for 90 days or more and restructured loans still accruing interest

 

$

17,635

 

$

11,964

 

$

7,634

 

 

 

 

 

 

 

 

 

Total nonperforming assets as a percentage of loans and other real estate

 

0.30

%

0.35

%

0.51

%

 

 

 

 

 

 

 

 

Total nonperforming assets and accruing loans delinquent for 90 days or more as a precentage of loans and other real estate

 

0.52

%

0.36

%

0.52

%

 

 

 

 

 

 

 

 

Total nonperforming assets, accruing loans delinquent for 90 days or more and restructured loans still accruing interest as a percentage of loans and other real estate

 

0.54

%

0.38

%

0.52

%

 

Nonperforming assets, loans delinquent for 90 days or more and restructured loans still accruing interest totaled $17.6 million at March 31, 2005, compared to $7.6 million from a year ago and $12.0 million from year-end 2004.

 

Nonaccrual commercial mortgage loans totaled $4.8 million, and included two loans to a

 

22



 

borrower totaling $3.5 million secured by a fee simple office building in downtown Honolulu and a loan to another borrower for $1.3 million secured by a leasehold interest on a commercial slaughterhouse on Oahu.  Negotiations on the sale of the office building are in progress for an amount adequate to cover the outstanding loan balance.  The slaughterhouse loan is partially secured by an U.S. Department of Agriculture guarantee.  Nonaccrual residential mortgage loans were comprised of a number of loans, the largest being $307,000, that are in various stages of collection, workout or foreclosure.  Nonaccrual commercial loans at March 31, 2005 included both secured and unsecured loans, the largest being a $868,000 loan partially guaranteed by the Small Business Administration.  The Company believes that the loss exposure on these loans has been adequately provided for in the Allowance for Loan and Lease Losses as of March 31, 2005.

 

Loans delinquent 90 days or more at March 31, 2005 totaled $7.0 million, and consisted primarily of a $4.8 million residential mortgage loan and a $1.8 million commercial loan to a single borrower.  Both loans are adequately secured.

 

Restructured loans still accruing interest at March 31, 2005 represented six loans to a single borrower.  All loans were current as of March 31, 2005 based upon their revised terms, and the Company is closely monitoring the borrower’s financial condition.

 

As of March 31, 2005, there were thirteen impaired loans to six borrowers totaling $7.8 million, compared to five impaired loans to three borrowers totaling $7.5 million a year ago, and eleven loans to six borrowers totaling $8.0 million at year-end 2004.  All impaired loans were comprised primarily of loans secured by commercial properties.

 

There was no other real estate at March 31, 2005 and 2004.  At December 31, 2004, there was one commercial property in other real estate that was sold during the first quarter of 2005.

 

Management continues to closely monitor loan delinquencies, and work with borrowers to resolve loan problems.  Any deterioration of Hawaii’s or California's economy may impact loan quality, and may result in increases in delinquencies, nonperforming assets, and restructured loans.

 

Provision for Loan and Lease Losses

 

A discussion of the Company’s accounting policy regarding the allowance for loan and lease losses is contained in the Critical Accounting Policies section of this report.

 

The following table sets forth certain information with respect to the Company’s allowance for loan and lease losses as of the dates and for the periods indicated.

 

23



 

 

 

Three Months Ended

 

 

 

March 31,

 

(Dollars in thousands)

 

2005

 

2004

 

 

 

 

 

 

 

Allowance for loan losses:

 

 

 

 

 

Balance at beginning of period

 

$

50,703

 

$

24,774

 

 

 

 

 

 

 

Provision for loan and lease losses

 

917

 

300

 

 

 

 

 

 

 

Loan charge-offs:

 

 

 

 

 

Real estate:

 

 

 

 

 

Mortgage-residential

 

74

 

 

Commercial, financial and agruicultural

 

140

 

 

Consumer

 

1,128

 

302

 

Other

 

37

 

13

 

Total loan charge-offs

 

1,379

 

315

 

 

 

 

 

 

 

Recoveries:

 

 

 

 

 

Real estate:

 

 

 

 

 

Mortgage-commercial

 

277

 

 

Mortgage-residential

 

40

 

6

 

Commercial, financial and agricultural

 

637

 

30

 

Consumer

 

416

 

53

 

Other

 

12

 

 

Total recoveries

 

1,382

 

89

 

 

 

 

 

 

 

Net loan charge-offs (recoveries)

 

(3

)

226

 

 

 

 

 

 

 

Balance at end of period

 

$

51,623

 

$

24,848

 

 

 

 

 

 

 

Annualized ratio of net loan charge-offs (recoveries) to average loans

 

0.00

%

0.06

%

 

The provision for loan and lease losses was $917,000 for the first quarter of 2005 compared to $300,000 for the same period in 2004.  This increase is a result of the increase in nonperforming and delinquent loans during the period, primarily due to the CBBI merger.

 

The allowance for loan and lease losses, expressed as a percentage of total loans, was 1.60% at March 31, 2005, compared to 1.70% at March 31, 2004 and 1.64% at year-end 2004. Management believes that the allowance for loan and lease losses is adequate to cover the credit risks inherent in the loan portfolio. Any deterioration of Hawaii’s economy could adversely affect borrowers’ ability to repay their loans or the value of collateral securing those loans and, consequently, the level of net loan charge-offs and provision for loan and lease losses.

 

Other Operating Income

 

Total other operating income increased 136.5% to $9.3 million for the first quarter of 2005 over the same period last year due primarily to the CBBI merger.  The first quarter of 2005 included a $1.5 million net gain on sale of investment securities.  Compared to the fourth quarter of 2004, other operating income increased 2.0%.  The fourth quarter of 2004 included a $620,000 net gain on a bulk sale of $65 million in residential mortgage loans.

 

24



 

Other Operating Expense

 

Total other operating expense was $30.9 million for the first quarter of 2005, up 112.8% from the first quarter last year due primarily to the CBBI merger.  Compared to the fourth quarter of 2004, other operating expense decreased by 12.8%.  Included in other operating expense were nonrecurring merger-related expenses totaling $1.5 million and $147,000 in the first quarters of 2005 and 2004, respectively.

 

Income Taxes

 

The effective tax rate was 27.54% for the first quarter of 2005, compared to 32.88% for the same period last year.   In the first quarter of 2005, the Company recognized $1.8 million in state tax credits from its investments in high-technology businesses in Hawaii.  The Company expects its effective tax rate to approximate 32% in the remaining quarters of 2005.  Factors that may affect the effective tax rate for the remainder of 2005 include the level of tax-exempt income recognized, the amount of nondeductible expenses incurred and the amount of tax credits available to offset future taxable income.

 

Financial Condition

 

The CBBI merger added $2.06 billion in assets, $1.40 billion in loans, $324.9 million in investment securities, $1.38 billion in deposits and $345.6 million in shareholders’ equity as of September 15, 2004, the effective date of the merger.

 

Total assets at March 31, 2005 grew to $4.8 billion, compared to $2.3 billion at March 31, 2004 and $4.7 billion reported at year-end 2004.

 

Loans and leases, net of unearned income, grew to $3.2 billion, compared to $1.5 billion a year ago and $3.1 billion at year-end 2004.  The increase from year-end 2004 is primarily due to a $104.9 million increase in commercial construction loans originating in Hawaii and California.

 

Total deposits at March 31, 2005 were $3.4 billion, an increase from the $1.8 billion at March 31, 2004 and $3.3 billion at year-end 2004.

 

Capital Resources

 

Shareholders’ equity was $640.8 million at March 31, 2005, compared to $203.5 million a year ago, and $567.9 million at year-end 2004.  Book value per share at March 31, 2005 was $21.11, compared to $12.65 at March 31, 2004 and $20.17 at year-end 2004.

 

On January 26, 2005, the board of directors declared a first quarter cash dividend of $0.16 per share, comparable to the dividend per share declared in the first quarter of 2004.

 

In March 2005, the Company completed a public offering of 2.01 million shares of common stock that generated proceeds totaling $64.6 million, net of expenses.  The proceeds will be used for general corporate purposes.

 

The Company maintains a stock repurchase program with available authorization totaling $12.2 million.  During the first quarter of 2005, the Company repurchased 2,893 shares of common stock at a weighted average repurchase price of $36.66 per share.

25



 

The Company has five statutory trusts:  CPB Capital Trust I, CPB Capital Trust II, CPB Statutory Trust III, CPB Capital Trust IV and CPB Statutory Trust V, which issued a total of $105.0 million in trust preferred securities.  The statutory trusts are not consolidated in the Company’s consolidated financial statements as of March 31, 2005. However, the Federal Reserve has determined that certain cumulative preferred securities, such as the trust preferred securities issued by the Company’s statutory trusts, qualify as minority interest, and are included in the calculation of Tier 1 capital up to 25% of total risk-based capital with the excess includable as Tier 2 capital.

 

The Company’s objective with respect to capital resources is to maintain a level of capital that will support sustained asset growth and anticipated risks.  Furthermore, the Company seeks to ensure that regulatory guidelines and industry standards for well-capitalized institutions are met.

 

Regulations on capital adequacy guidelines adopted by the Federal Reserve Board (the “FRB”) and the Federal Deposit Insurance Corporation (the “FDIC”) are as follows.  An institution is required to maintain a minimum ratio of qualifying total capital to risk-adjusted assets of 8% and a minimum ratio of Tier 1 capital to risk-adjusted assets of 4%.  In addition to the risk-based guidelines, federal banking regulators require banking organizations to maintain a minimum amount of Tier 1 capital to total assets, referred to as the leverage ratio.  For a banking organization rated in the highest of the five categories used by regulators to rate banking organizations, the minimum leverage ratio of Tier 1 capital to total assets must be 3%.  In addition to these uniform risk-based capital guidelines and leverage ratios that apply across the industry, the regulators have the discretion to set individual minimum capital requirements for specific institutions at rates significantly above the minimum guidelines and ratios.

 

The following table sets forth the Company’s capital ratios and capital adequacy requirements applicable to the Company as of the dates indicated.

 

 

 

Actual

 

Minimum required
for capital
adequacy purposes

 

Excess

 

(Dollars in thousands)

 

Amount

 

Ratio

 

Amount

 

Ratio

 

Amount

 

Ratio

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At March 31, 2005:

 

 

 

 

 

 

 

 

 

 

 

 

 

Leverage capital

 

$

434,152

 

9.94

%

$

174,771

 

4.00

%

$

259,381

 

5.94

%

Tier 1 risk-based capital

 

434,152

 

11.67

 

148,779

 

4.00

 

285,373

 

7.67

 

Total risk-based capital

 

480,758

 

12.93

 

297,559

 

8.00

 

183,199

 

4.93

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At December 31, 2004:

 

 

 

 

 

 

 

 

 

 

 

 

 

Leverage capital

 

$

351,705

 

8.11

%

$

173,466

 

4.00

%

$

178,239

 

4.11

%

Tier 1 risk-based capital

 

351,705

 

9.67

 

145,445

 

4.00

 

206,260

 

5.67

 

Total risk-based capital

 

397,300

 

10.93

 

290,890

 

8.00

 

106,410

 

2.93

 

 

In addition, FDIC-insured institutions such as the Company’s principal subsidiary, Central

 

26



 

Pacific Bank, must maintain leverage, Tier 1 and total risk-based capital ratios of at least 5%, 6% and 10%, respectively, to be considered “well capitalized” under the prompt corrective action provisions of the FDIC Improvement Act of 1991.

 

The following table sets forth Central Pacific Bank’s capital ratios and capital requirements to be considered “well capitalized” as of the dates indicated.

 

 

 

Actual

 

Minimum required
to be
well capitalized

 

Excess

 

(Dollars in thousands)

 

Amount

 

Ratio

 

Amount

 

Ratio

 

Amount

 

Ratio

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At March 31, 2005:

 

 

 

 

 

 

 

 

 

 

 

 

 

Leverage capital

 

$

344,216

 

11.30

%

$

152,356

 

5.00

%

$

191,860

 

6.30

%

Tier 1 risk-based capital

 

344,216

 

9.29

 

222,422

 

6.00

 

121,794

 

3.29

 

Total risk-based capital

 

390,668

 

10.54

 

370,704

 

10.00

 

19,964

 

0.54

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At December 31, 2004:

 

 

 

 

 

 

 

 

 

 

 

 

 

Leverage capital

 

$

182,561

 

7.51

%

$

121,472

 

5.00

%

$

61,089

 

2.51

%

Tier 1 risk-based capital

 

182,561

 

9.65

 

113,467

 

6.00

 

69,094

 

3.65

 

Total risk-based capital

 

206,225

 

10.90

 

189,111

 

10.00

 

17,114

 

0.90

 

 

Liquidity

 

The Company’s objective in managing its liquidity is to maintain a balance between sources and uses of funds in order to economically meet the cash requirements of customers for loans and deposit withdrawals and participate in investment opportunities as they arise.  Management monitors the Company’s liquidity position in relation to trends of loan demand and deposit growth on a daily basis to assure maximum utilization, maintenance of an adequate level of readily marketable assets and access to short-term funding sources.

 

During the first three months of 2005, the Company’s overall liquidity position declined as loan growth exceeded deposit growth.  Consequently, the Company reduced its short-term investments and increased its short-term borrowings.

 

The Company anticipates that loan demand will continue to exceed deposit growth in 2005, resulting in additional liquidity needs.  Secondary funding sources, primarily the Federal Home Loan Bank of Seattle (“FHLB”), are expected to provide adequate funding to satisfy those needs.  CPB is a member of and maintains a line of credit with the FHLB.  At March 31, 2005, FHLB lines enabled CPB to borrow up to $1.1 billion of which $544.0 million is currently outstanding.

 

Item 3.             Quantitative and Qualitative Disclosures About Market

 

Risk

 

Market risk is the risk of loss in a financial instrument arising from adverse changes in

 

27



 

market rates/prices such as interest rates, foreign currency rates, commodity prices and equity prices.  The Company’s primary market risk exposure is interest rate risk.  The ongoing monitoring and management of this risk is an important component of the Company’s asset/liability management process that is governed by policies established by its Board of Directors.  The Board of Directors delegates responsibility for carrying out the asset/liability management policies to the Asset/Liability Committee (“ALCO”).  In this capacity, ALCO develops strategies to coordinate the Company’s rate-sensitive assets and rate-sensitive liabilities to meet its financial objectives.

 

The primary analytical tool used by the Company to measure and manage its interest rate risk is a simulation model that projects changes in net interest income (“NII”) as market interest rates change.  Board policy requires that simulated changes in NII should be within certain specified ranges or steps must be taken to reduce interest rate risk.  The results of the model indicate that the mix of rate-sensitive assets and liabilities at March 31, 2005 would not result in a fluctuation of NII that would exceed the established policy limits.

 

Item 4.  Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

As of the end of the period covered by this report and pursuant to Rule 13a-15 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”), the Company’s Management, including the Chief Executive Officer and Principal Financial and Accounting Officer, conducted an evaluation of the effectiveness and design of the Company’s disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act).  Based upon that evaluation, the Company’s Chief Executive Officer and Principal Financial and Accounting Officer concluded, as of the end of the period covered by this report, that the Company’s disclosure controls and procedures were effective in recording, processing, summarizing and reporting information required to be disclosed by the Company, within the time periods specified in the Securities and Exchange Commission’s rules and forms.

 

Changes in Internal Controls

 

 As of the end of the period covered by this report, there have been no changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act) during the quarter to which this report relates that have materially affected or is reasonably likely to materially affect, the internal control over financial reporting.  Until the merger of City Bank into Central Pacific Bank in February 2005, each bank maintained separate and distinct operations, including but not limited to, internal control over financial reporting.  The consolidation of the operations, including the internal controls of those banking subsidiaries, did not materially affect and is not reasonably likely to materially affect, the internal control over financial reporting for Central Pacific Bank.

 

28



 

PART II.  OTHER INFORMATION

 

Items 1 to 5

 

Items 1 to 5 are omitted pursuant to instructions to Part II.

 

Item 6.             Exhibits

 

Exhibit 31.1 - Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

 

Exhibit 31.2 - Certification of the Principal Financial and Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

 

Exhibit 32.1 - Certification of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

 

Exhibit 32.2 - Certification of the Principal Financial and Accounting Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

 


*    Filed herewith.

 

29



 

 

SIGNATURES

 

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

 

 

 

CENTRAL PACIFIC FINANCIAL CORP.

 

(Registrant)

 

 

 

 

Date:   May 10, 2005

/s/ Clint Arnoldus

 

 

Clint Arnoldus

 

Chief Executive Officer

 

 

 

 

Date:   May 10, 2005

/s/ Dean K. Hirata

 

 

Dean K. Hirata

 

Executive Vice President and

 

Chief Financial Officer

 

30



 

Central Pacific Financial Corp.

Exhibit Index

 

Exhibit No.

 

Description

 

 

 

31.1

 

Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

 

31.2

 

Certification of the Principal Financial and Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

 

32.1

 

Certification of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

 

32.2

 

Certification of the Principal Financial and Accounting Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

31