UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the quarterly period ended March 31, 2005 |
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OR |
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o |
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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 |
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99-0212597 |
(State or other jurisdiction of |
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(I.R.S. Employer |
incorporation or organization) |
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Identification No.) |
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220 South King Street, Honolulu, Hawaii |
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96813 |
(Address of principal executive offices) |
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(Zip Code) |
(808)544-0500
(Registrants 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
2
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 companys 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 companys 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
(Unaudited)
|
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March 31, |
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December 31, |
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March 31, |
|
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(Dollars in thousands) |
|
2005 |
|
2004 |
|
2004 |
|
|||
|
|
|
|
|
|
|
|
|||
Assets |
|
|
|
|
|
|
|
|||
Cash and due from banks |
|
$ |
113,065 |
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$ |
84,869 |
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$ |
70,854 |
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Interest-bearing deposits in other banks |
|
6,512 |
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52,978 |
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2,645 |
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Federal funds sold |
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25,600 |
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Investment securities: |
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|
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|
|
|
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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 |
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101,337 |
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33,642 |
|
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Available for sale, at fair value |
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819,581 |
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798,084 |
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615,725 |
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Total investment securities |
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918,171 |
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899,421 |
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649,367 |
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|
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|
|
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Loans held for sale |
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32,273 |
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17,736 |
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2,337 |
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Loans and leases |
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3,235,788 |
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3,099,830 |
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1,459,442 |
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Less allowance for loan and lease losses |
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51,623 |
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50,703 |
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24,848 |
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Net loans and leases |
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3,184,165 |
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3,049,127 |
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1,434,594 |
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|
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Premises and equipment |
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77,098 |
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77,099 |
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57,355 |
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Accrued interest receivable |
|
19,154 |
|
18,298 |
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8,723 |
|
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Investment in unconsolidated subsidiaries |
|
11,367 |
|
11,536 |
|
4,625 |
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Due from customers on acceptances |
|
222 |
|
547 |
|
|
|
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Other real estate |
|
|
|
580 |
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|
|
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Goodwill |
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289,848 |
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284,712 |
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|
|
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Core deposit premium |
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40,761 |
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49,188 |
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|
|
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Other assets |
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88,387 |
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80,211 |
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53,825 |
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|
|
|
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|
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Total assets |
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$ |
4,781,023 |
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$ |
4,651,902 |
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$ |
2,284,325 |
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|
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Liabilities and Shareholders Equity |
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Deposits: |
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Noninterest-bearing deposits |
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$ |
652,309 |
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$ |
594,401 |
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$ |
369,151 |
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Interest-bearing deposits |
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2,729,950 |
|
2,732,625 |
|
1,436,116 |
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Total deposits |
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3,382,259 |
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3,327,026 |
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1,805,267 |
|
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|
|
|
|
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Short-term borrowings |
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97,610 |
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88,900 |
|
12,851 |
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Long-term debt |
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586,419 |
|
587,380 |
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228,425 |
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Bank acceptances outstanding |
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222 |
|
547 |
|
|
|
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Minority interest |
|
13,258 |
|
12,782 |
|
10,362 |
|
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Other liabilities |
|
60,439 |
|
67,405 |
|
23,907 |
|
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Toal liabilities |
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4,140,207 |
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4,084,040 |
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2,080,812 |
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Shareholders equity: |
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Preferred stock, no par value, authorized 1,000,000 shares, none issued |
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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 |
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360,550 |
|
9,907 |
|
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Surplus |
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45,848 |
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45,848 |
|
45,848 |
|
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Retained earnings |
|
180,414 |
|
167,801 |
|
147,972 |
|
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Deferred stock awards |
|
(317 |
) |
(174 |
) |
(47 |
) |
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Accumulated other comprehensive income (loss) |
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(12,138 |
) |
(6,163 |
) |
(167 |
) |
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Total shareholders equity |
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640,816 |
|
567,862 |
|
203,513 |
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|
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|
|
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Total liabilities and shareholders equity |
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$ |
4,781,023 |
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$ |
4,651,902 |
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$ |
2,284,325 |
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See accompanying notes to unaudited consolidated financial statements.
4
CENTRAL PACIFIC FINANCIAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
|
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Three Months Ended |
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March 31, |
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(In thousands, except per share data) |
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2005 |
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2004 |
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Interest income: |
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|
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|
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Interest and fees on loans |
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$ |
50,834 |
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$ |
21,291 |
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Interest and dividends on investment securities: |
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|
|
|
|
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Taxable interest |
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7,449 |
|
5,081 |
|
||
Tax-exempt interest |
|
1,005 |
|
991 |
|
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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 |
|
||
|
|
|
|
|
|
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Total interest income |
|
59,784 |
|
27,612 |
|
||
|
|
|
|
|
|
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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 |
|
||
|
|
|
|
|
|
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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 |
|
||
|
|
|
|
|
|
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Other operating income: |
|
|
|
|
|
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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 |
|
|
|
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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 |
|
Surplus |
|
Retained |
|
Deferred |
|
Accumulated |
|
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 |
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Cash dividends ($0.16 per share) |
|
|
|
|
|
(4,523 |
) |
|
|
|
|
(4,523 |
) |
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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 |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Disclosure of reclassification amount: |
|
|
|
|
|
|
|
|
|
|
|
|
|
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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 SECs 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 CBBIs headquarters, consolidating certain operational functions with the Companys 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 |
|
Adjustments to |
|
Payments through |
|
Balance as of |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
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 Companys 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 |
|
Accumulated |
|
Gross |
|
Accumulated |
|
||||
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 |
|
Mortgage |
|
Goodwill |
|
Core Deposit |
|
Mortgage |
|
||||||
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 Companys 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 Companys 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 Companys 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 Banks 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 |
|
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. Managements 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 Companys 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 Companys 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 Managements 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 Companys merger with CBBI was accounted for under the purchase accounting method, and CBBIs 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 CBBIs 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
Hawaiis economy continues to reflect improvement in 2005. The states 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 Hawaiis 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 Hawaiis 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 Companys 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 |
|
Three Months Ended |
|
||||||||||||
|
|
Average |
|
Average |
|
Interest |
|
Average |
|
Average |
|
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, |
|
December 31, |
|
March 31, |
|
|||
|
|
|
|
|
|
|
|
|||
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 borrowers 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 Hawaiis 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 Companys 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 Companys 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 Hawaiis 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 Companys 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 Companys 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 Companys 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 Companys capital ratios and capital adequacy requirements applicable to the Company as of the dates indicated.
|
|
Actual |
|
Minimum required |
|
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 Companys 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 Banks capital ratios and capital requirements to be considered well capitalized as of the dates indicated.
|
|
Actual |
|
Minimum required |
|
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 Companys 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 Companys 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 Companys 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 Companys primary market risk exposure is interest rate risk. The ongoing monitoring and management of this risk is an important component of the Companys 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 Companys 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 Companys Management, including the Chief Executive Officer and Principal Financial and Accounting Officer, conducted an evaluation of the effectiveness and design of the Companys 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 Companys Chief Executive Officer and Principal Financial and Accounting Officer concluded, as of the end of the period covered by this report, that the Companys 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 Commissions 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 Companys 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
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
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 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