UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1995 or 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 CPB INC. (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) NONE (Former name, former address and former fiscal year, if changed since last report) 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. X Yes No Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Common Stock, No Par Value, $1.25 Stated Value; Outstanding at March 31, 1995 - 5,235,331 shares PART I - FINANCIAL INFORMATION Item 1. Financial Statements The financial statements listed below are filed as a part hereof. Page Consolidated Balance Sheets - March 31, 1995 and December 31, 1994 F-1 Consolidated Statements of Income - Three months ended March 31, 1995 and 1994 F-2 Consolidated Statements of Cash Flows - Three months ended March 31, 1995 and 1994 F-3 Notes to Consolidated Financial Statements F-4 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Overview CPB Inc. (the "Company") posted first quarter 1995 net income of $3.442 million, increasing by 10.1% from the $3.126 million earned in the first quarter of 1994. The increase in net income reflects expenses of approximately $915,000 recognized during the first quarter of 1994 related to the Voluntary Early Retirement Program (the "VERP") which was offered to qualified employees of Central Pacific Bank (the "Bank"), a wholly-owned subsidiary of the Company (refer to "Results of Operations -- Other Operating Expense"). As of March 31, 1995, total assets of $1,387.3 million increased by $5.8 million or 0.4%, net loans of $991.2 million increased by $17.5 million or 1.8%, and total deposits of $1,117.7 million increased by $35.8 million or 3.3% when compared with year-end 1994. The following table presents return on average assets, return on average stockholders' equity and earnings per share for the periods indicated. Three Months Ended March 31, 1995 1994 Annualized return on average assets 1.00% 0.96% Annualized return on average stockholders' equity 11.14% 10.86% Earnings per share $0.66 $0.60 The State of Hawaii's economy has demonstrated signs of recovery in certain sectors, with local construction activity, job counts and credit demand increasing during the first quarter of 1995. Year-to-date visitor counts for 1995 were comparable to 1994 levels, but 1 monthly visitor counts for February and March of 1995 actually declined from prior year periods. The recent decline in tourism activity, vital to the health of the state's economy, is attributed in part to the effects of the earthquake in Kobe, Japan in early 1995 and the devaluation of the Mexican peso. Despite the recent downturn, the Hawaii Visitor Bureau has forecasted continued recovery in the travel industry, with projected increases in visitors from the Mainland U.S., Asia and the Pacific region. Home sales have declined substantially throughout the state compared to a year ago when mortgage interest rates were more attractive. Median sales prices of both single-family and condominium properties have also declined slightly from prior year levels. However, with the recent declines in market interest rates, moderately lower housing prices and the potential for increased foreign investment resulting from foreign exchange rate movements, local realtors and industry analysts anticipate a rebound in the real estate market in the second half of 1995. Management is hopeful that the economic turnaround will continue and will have a correspondingly positive impact on loan and deposit growth. Consequently, the results of operations of the Company for the remainder of 1995 will depend on the speed, strength and duration of the economic recovery in the State of Hawaii. Results of Operations Net Interest Income A comparison of net interest income for the three months ended March 31, 1995 and 1994 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." Three Months Ended March 31, 1995 1994 (Dollars in thousands) Interest income $26,014 $22,563 Interest expense 10,592 7,168 Net interest income $15,422 $15,395 Net interest margin 4.82% 5.15% Interest income increased by $3.5 million or 15.3% in the first quarter of 1995 as compared to the same period in 1994 due to the higher level of interest rates in 1995. Average interest earning assets of $1,280.3 million for the three months ended March 31, 1995 increased by $83.5 million or 7.0% over the first quarter of 1994, and the yield on interest earning assets for the first quarter of 1995 as compared to the same period in 1994 increased to 8.13% from 7.54%. The increase in yield was primarily attributable to the increase in market interest rates over the past year. Interest and fees on loans for the first three months of 1995 increased by $3.1 million or 16.3% over the same period in 1994, while average loans outstanding increased by 8.2%. The increase in interest and fees on loans reflects the higher level of interest rates, partially offset by a decrease of $488,000 in 2 fees on loans and the impact of the increase in nonaccrual loans in the first quarter of 1995 as compared to the same period in 1994 (refer to Results of Operations -- Nonperforming Assets). Interest on Federal funds sold and securities purchased under agreements to resell for the first quarter of 1995 increased by $298,000, a 1027.6% increase, over the first quarter of 1994 due to a combination of the rise in short-term interest rates and an increase in average balances of approximately 500% during those periods. Interest expense for the first three months of 1995 increased by $3.4 million or 47.8% as compared to the same period in 1994, also a result of the upward interest rate trend experienced over the past year. The rate on interest-bearing liabilities for the first quarter of 1995 as compared to the same period in 1994 increased to 3.88% from 2.83%. Average interest-bearing liabilities of $1,092.2 million for the first quarter of 1995 increased by $78.9 million or 7.8% when compared to the first quarter of 1994. The rise in interest rates, coupled with increased competition for deposits, raised the cost of deposits. Meanwhile, the growth in loan demand, which outpaced the growth in deposits, led the Bank to seek higher- costing external sources of funds. As a result, net interest income for the first quarter of 1995 increased by $27,000 or 0.2%. Net interest margin, however, decreased to 4.82% from 5.15% during the same period as average interest-bearing liabilities and the average rate on those liabilities grew at a higher rate than average interest earning assets and their corresponding average yield. Due to the expectation of heightened competition for both loans and deposits, the Company anticipates a continued tightening of the net interest margin for the remainder of 1995 as loan spreads decline and funding costs rise. Provision for Loan Losses The provision for loan losses is determined by Management's ongoing evaluation of the loan portfolio and assessment of the ability of the allowance to cover inherent losses. Such evaluation is based upon the Bank's loan loss experience and projections by loan category, the level and nature of current delinquencies and delinquency trends, the quality and loss potential of specific loans in the Bank's portfolio, evaluation of collateral for such loans, the economic conditions affecting collectibility of loans, trends of loan growth and such other factors which, in Management's judgment, deserve recognition in the estimation of losses inherent in the Bank's loan portfolio. 3 Provision for loan losses, loan charge-offs, recoveries, net loan charge-offs and the annualized ratio of net loan charge-offs to average loans and other real estate are set forth below for the periods indicated. Three Months Ended March 31, 1995 1994 (Dollars in thousands) Provision for loan losses $825 $825 Loan charge-offs $130 $158 Recoveries 43 51 Net loan charge-offs $ 87 $107 Annualized ratio of net loan charge-offs to average loans and other real estate 0.03% 0.05% The provision for loan losses of $825,000 for the first quarter of 1995 was consistent with the same period in 1994 due to the lower level of net charge-offs during the current period. Net loan charge-offs of $87,000 and $107,000 for the first three months of 1995 and 1994, respectively, when expressed as an annualized percentage of average total loans and other real estate, were 0.03% and 0.05%, respectively. Substantially all loans charged off during the first quarter of 1995, approximately 93%, were consumer loans. The allowance for loan losses expressed as a percentage of total loans was 1.88% and 1.84% at March 31, 1995 and December 31, 1994, respectively. The increase in this ratio reflects uncertainties due to the increase in loan delinquencies created by local economic conditions. Management believes that the allowance for loan losses at March 31, 1995 was adequate to cover the credit risks inherent in the loan portfolio. However, no assurance can be given that economic conditions which may adversely affect the Bank's customers or other circumstances, such as material and sustained declines in real estate values, will not result in increased losses in the Bank's loan portfolio. 4 Nonperforming Assets The following table sets forth nonperforming assets, accruing loans which were delinquent for 90 days or more and restructured, accruing loans at the dates indicated. MARCH 31, December 31, 1995 1994 (Dollars in thousands) Nonaccrual loans $15,175 $16,056 Other real estate 3,092 2,242 Total nonperforming assets 18,267 18,298 Loans delinquent for 90 days or more 19,157 12,872 Restructured, accruing loans 6,874 8,486 Total nonperforming assets, loans delinquent for 90 days or more and restructured, accruing loans $44,298 $39,656 Total nonperforming assets as a percentage of total loans and other real estate 1.80% 1.84% Total nonperforming assets and loans delinquent for 90 days or more as a percentage of total loans and other real estate 3.69% 3.14% Total nonperforming assets, loans delinquent for 90 days or more and restructured, accruing loans as a percentage of total loans and other real estate 4.37% 3.99% Nonperforming assets, loans delinquent for 90 days or more and restructured, accruing loans totalled $44,298,000 at March 31, 1995, increasing by $4,642,000 or 11.7% over year-end 1994. Nonaccrual loans, loans delinquent for 90 days or more and restructured, accruing loans were comprised primarily of loans secured by commercial or residential real property in the State of Hawaii. Nonaccrual loans of $15,175,000 were comprised of several large commercial and commercial real estate loans and several residential real estate loans, all of which are secured by commercial or residential real estate located in the State of Hawaii. In May 1995, nonaccrual loans totalling $11,250,000 were paid in full, along with all previously unaccrued interest thereon. Other real estate of $3,092,000 at March 31, 1995 consisted of several residential properties acquired by the Bank through formal foreclosure proceedings. Loans delinquent for 90 days or more and still accruing interest totaled $19,157,000 at March 31, 1995, increasing by $6,285,000 or 48.8% from year-end 1994. Increases in delinquencies occurred in both the residential real estate and commercial loan portfolios, a reflection of local economic conditions. Management continues to closely monitor loan delinquencies and is increasing its efforts to determine the extent of loss exposure on these and all other loans. A continued decline in the general economic 5 conditions may result in further increases in nonperforming assets, delinquencies, net loan charge-offs and provision for loan losses. In January 1995, the Company adopted the provisions of the Financial Accounting Standards Board (the "FASB") Statement of Financial Accounting Standards ("SFAS") No. 114, "Accounting by Creditors for Impairment of a Loan," and SFAS No. 118, "Accounting by Creditors for Impairment of a Loan -Income Recognition and Disclosures." SFAS Nos. 114 and 118 prescribe the recognition criteria for loan impairment and the measurement methods for certain impaired loans and loans whose terms are modified in troubled debt restructurings. The effects of the implementation, described more fully in the Notes to Consolidated Financial Statements, were not material to the consolidated financial statements of the Company. At March 31, 1995, there were no impaired loans not already included in nonaccrual loans, loans delinquent for 90 days or more or restructured, accruing loans. Other Operating Income Total other operating income in the first quarter of 1995 of $2,822,000 increased by $38,000 or 1.4% from the first quarter of 1994. Other service charges and fees of $1,318,000 increased by $58,000 or 4.2% due primarily to an increase in commissions and fees earned on credit card accounts. Investment securities gains of $30,000 for the first quarter of 1995 resulted from the call of a single municipal bond. Other income of $118,000 for the first three months of 1995 decreased by $118,000 or 50.0% from the same period last year due to a decrease of $162,000 in gains on loan sales, offset by a $30,000 increase in trust revenues. Other Operating Expense Total other operating expense of $11,675,000 for the first quarter of 1995 decreased by $475,000 or 3.9% from the first quarter of 1994. Salaries and employee benefits of $6,235,000 decreased by $711,000 or 10.2% due primarily to costs incurred by the Bank in 1994 relating to the VERP. During the first quarter of 1994, the Bank offered a special retirement bonus to qualifying individuals who elected to retire by April 1, 1994. The total cost of the VERP, which included the retirement bonus, accumulated vacation pay and related payroll taxes thereon, amounted to approximately $915,000. Excluding the impact of the VERP, salaries and employee benefits increased by $204,000 or 3.4% during the first quarter of 1995 due to an increase in employees as a result of the establishment of the new In-Store Branch Department and the opening of two branches during the past year. Net occupancy expense of $1,358,000 increased by $92,000 or 7.3% due in part to the branch openings as well as scheduled rental increases on other bank facilities. Other expense of $3,413,000 increased by $99,000 or 3.0% due to increases in credit card and insurance expense. Income Taxes The effective tax rate for the first quarter of 1995 and 1994 was 39.55% and 39.03%, respectively. The increase in effective rates during the current year is attributable largely to the decrease in tax-exempt investment securities holdings during the past year. 6 Financial Condition Total assets at March 31, 1995 of $1,387.3 million increased by $5.8 million or 0.8% over December 31, 1994. Total loans of $1,010.2 million increased by $18.2 million or 1.8%, while cash and due from banks of $51.2 million and interest-bearing deposits in other banks of $32.9 million decreased by $10.4 million or 16.9% and $7.4 million or 18.3%, respectively, during the first quarter of 1995. Total deposits at March 31, 1995 of $1,117.7 million increased by $35.8 million or 3.3% from year-end 1994, while securities sold under agreements to repurchase of $57.0 million and other borrowed funds of $73.5 million decreased by $10.4 million or 15.4% and $20.8 million or 22.1%, respectively, over that same period. Noninterest-bearing deposits of $170.2 million increased by $7.4 million or 4.5%, and interest-bearing deposits of $947.5 million increased by $28.4 million or 3.1%. Core deposits (noninterest- bearing demand, interest-bearing demand and savings deposits, and time deposits under $100,000) at March 31, 1995 of $878.9 million remained relatively constant, increasing by less than 0.1%, during the first quarter of 1995. An increase in time deposits of $62.5 million, including $35.5 million of time deposits of $100,000 or more, was partially offset by decreases of $21.0 million in savings deposits, primarily personal savings accounts. Recent increases in the level of interest rates, particularly in time deposit rates, coupled with well-publicized losses and uncertainty in the stock, bond and mutual funds markets, may have curtailed the trend of deposit outflows into those markets as was experienced in past years. Capital Resources Stockholders' equity of $124.2 million at March 31, 1995 increased by $3.1 million or 2.6% from December 31, 1994. Approximately $900,000 of this increase was attributable to the reduction in the unrealized loss, net of taxes, on investment securities available for sale. When expressed as a percentage of total assets, stockholders' equity was 8.96% and 8.77% at March 31, 1995 and December 31, 1994, respectively. On March 13, 1995, the Board of Directors declared a quarterly cash dividend of $0.22 per share, consistent with the first quarter of 1994. Dividends declared in the first quarter of 1995 totalled $1,152,000 compared with $1,151,000 in the first quarter of 1994. The Company's objective with respect to capital resources is to maintain a level of capital that will support sustained asset growth and anticipated credit risks and to ensure that regulatory guidelines and industry standards 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. Effective December 31, 1992, an institution is required to maintain a minimum ratio of qualifying total capital to risk-weighted assets of 8%, of which at least 4% must consist of Tier I capital, essentially common stockholders' equity (before unrealized loss on investment securities) less intangible assets. The FRB and the FDIC have also adopted a minimum leverage ratio of Tier I capital to total assets of 3%. The leverage ratio requirement establishes the minimum level for banks that have a uniform composite ("CAMEL") rating of 7 1, and all other institutions and institutions experiencing or anticipating significant growth are expected to maintain capital levels at least 100 to 200 basis points above the minimum level. Furthermore, higher leverage and risk-based capital ratios are required to be considered well capitalized or adequately capitalized under the prompt corrective action provisions of the FDIC Improvement Act of 1991. The following table sets forth capital requirements applicable to the Company and the Company's capital ratios as of the dates indicated. Required Actual Excess At March 31, 1995: Tier I risk-based capital ratio 4.00% 11.51% 7.51% Total risk-based capital ratio 8.00% 12.77% 4.77% Leverage capital ratio 4.00% 9.00% 5.00% At December 31, 1994: Tier I risk-based capital ratio 4.00% 11.31% 7.31% Total risk-based capital ratio 8.00% 12.56% 4.56% Leverage capital ratio 4.00% 8.84% 4.84% The increase in retained earnings, which exceeded the rate of growth in risk-weighted assets in the first quarter of 1995, contributed to the increase in capital ratios. In addition, effective December 19, 1992, FDIC-insured institutions such as the Bank must maintain leverage, Tier I 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 the Bank's capital ratios as of the dates indicated. Required Actual Excess At March 31, 1995: Tier I risk-based capital ratio 6.00% 10.27% 4.27% Total risk-based capital ratio 10.00% 11.53% 1.53% Leverage capital ratio 5.00% 8.40% 3.40% At December 31, 1994: Tier I risk-based capital ratio 6.00% 10.11% 4.11% Total risk-based capital ratio 10.00% 11.37% 1.37% Leverage capital ratio 5.00% 8.17% 3.17% 8 Liquidity and Effects of Inflation A discussion of liquidity and effects of inflation is included in the 1994 Annual Report to Shareholders. No significant changes in the Company's liquidity position or policies have occurred during the quarter ended March 31, 1995. 9 PART II - OTHER INFORMATION Items 1 to 3 and Item 5. Items 1 to 3 and Item 5 are omitted pursuant to instructions to Part II. Item 4. Submission of Matters to a Vote of Security Holders On Tuesday, April 25, 1995, the Annual Meeting of Shareholders (the "Meeting") of the Company was held for the purpose of considering and voting upon the following matters: 1. Election of three persons to the Board of Directors for a term of three years and to serve until their successors are elected and qualified; 2. Ratification of the appointment of KPMG Peat Marwick LLP as the Company's independent accountants for the fiscal year ending December 31, 1995; and 3. Transaction of such other business as may properly come before the Meeting and at any and all adjournments thereof. The following table presents the names of directors elected at the Meeting, as well as the number of votes cast for, votes cast against or withheld, and abstentions or nonvotes for each of the directors nominated. A total of 3,965,057 shares were represented at the Meeting. Votes Cast Against or Abstentions Name For Withheld or Nonvotes Dennis I. Hirota 3,941,686 23,371 None Kensuke Hotta 3,943,616 21,441 None Joichi Saito 3,942,464 22,593 None In addition to the above directors, the following directors will continue to serve on the Board of Directors until the expiration of their respective terms as indicated. Expiration Name of Term Paul Devens 1997 Alice F. Guild 1996 Stanley Hong 1997 Daniel M. Nagamine 1996 Yoshiharu Satoh 1997 Naoaki Shibuya 1996 10 The ratification of the appointment of KPMG Peat Marwick LLP as independent accountants for the fiscal year ending December 31, 1995 was approved with a total of 3,940,731 votes cast for, 7,882 votes against or withheld and 16,444 abstentions or nonvotes. There were no other matters brought before the Meeting which required a vote by shareholders. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits None (b) Reports on Form 8-K The Company filed no reports on Form 8-K during the first quarter of 1995. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. CPB INC. (Registrant) Date: May 12, 1995 /s/ Yoshiharu Satoh Yoshiharu Satoh Chairman of the Board and Chief Executive Officer Date: May 12, 1995 /s/ Neal Kanda Neal Kanda Vice President and Treasurer (Principal Financial and Accounting Officer) 11 CPB INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS (Unaudited) MARCH 31, December 31, (Dollars in thousands, except per share data) 1995 1994 ASSETS Cash and due from banks $ 51,209 $ 61,604 Interest-bearing deposits in other banks 32,913 40,277 Federal funds sold and securities sold under agreements to repurchase 5,000 - Investment securities: Held to maturity, at cost (fair value $157,543 and $157,345 at March 31, 1995 and December 31, 1994, respectively) 160,635 162,098 Available for sale, at fair value 88,112 81,690 Total investment securities 248,747 243,788 Loans 1,010,194 991,968 Less allowance for loan losses 19,034 18,296 Net loans 991,160 973,672 Premises and equipment 24,689 24,217 Accrued interest receivable 9,848 9,781 Investment in partnership 5,815 5,428 Due from customers on acceptances 716 1,459 Other assets 17,204 21,313 Total assets $ 1,387,301 $ 1,381,539 LIABILITIES AND STOCKHOLDERS' EQUITY Deposits: Noninterest-bearing deposits $ 170,156 $ 162,776 Interest-bearing deposits 947,509 919,133 Total deposits 1,117,665 1,081,909 Federal funds purchased and securities sold under agreements to repurchase 57,000 67,355 Other borrowed funds 73,501 94,324 Bank acceptances outstanding 716 1,459 Other liabilities 13,672 14,889 Employee stock ownership plan note payable 500 500 Total liabilities 1,263,054 1,260,436 Stockholders' equity: Preferred stock, no par value, authorized 1,000,000 shares, none issued - - Common stock, no par value, stated value $1.25 per share; authorized 25,000,000 shares; issued and outstanding 5,235,831 and 5,235,331 shares at March 31, 1995 and December 31, 1994, respectively 6,544 6,544 Surplus 45,178 45,178 Retained earnings 73,676 71,386 Unrealized loss on investment securities (651) (1,505) 124,747 121,603 Employee stock ownership plan shares purchased with debt (500) (500) Total stockholders' equity 124,247 121,103 Total liabilities and stockholders' equity $ 1,387,301 $ 1,381,539 Book value per share $ 23.73 $ 23.13 <FN> See accompanying notes to consolidated financial statements. </FN> F-1 CPB INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF INCOME (Unaudited) THREE MONTHS ENDED MARCH 31, (Dollars in thousands, except per share data) 1995 1994 INTEREST INCOME: Interest and fees on loans $ 21,839 $ 18,784 Interest and dividends on investment securities: Taxable interest 3,196 3,108 Tax-exempt interest 35 122 Dividends 187 245 Interest on deposits in other banks 380 198 Interest on Federal funds sold and securities purchased under agreements to resell 327 29 Total interest income 25,964 22,486 INTEREST EXPENSE: Interest on deposits 8,450 5,818 Interest on other borrowed funds 2,142 1,350 Total interest expense 10,592 7,168 Net interest income 15,372 15,318 Provision for loan losses 825 825 Net interest income after provision for loan losses 14,547 14,493 OTHER OPERATING INCOME: Service charges on deposit accounts 676 669 Other service charges and fees 1,318 1,265 Partnership income 386 333 Fees on foreign exchange 294 281 Investment securities gains 30 - Other 118 236 Total other operating income 2,822 2,784 OTHER OPERATING EXPENSE: Salaries and employee benefits 6,235 6,946 Net occupancy 1,358 1,266 Equipment 669 624 Other 3,413 3,314 Total other operating expense 11,675 12,150 Income before income taxes and cumulative effect of accounting change 5,694 5,127 Income taxes 2,252 2,001 Net income $ 3,442 $ 3,126 Per common share: Net income $ 0.66 $ 0.60 Cash dividends declared $ 0.22 $ 0.22 Weighted average shares outstanding (in thousands) 5,235 5,231 <FN> See accompanying notes to consolidated financial statements. </FN> F-2 CPB INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) THREE MONTHS ENDED MARCH 31, (Dollars in thousands) 1995 1994 CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 3,442 $ 3,126 Adjustments to reconcile net income to net cash provided by operating activities: Provision for loan losses 825 825 Provision for depreciation and amortization 658 561 Net amortization and accretion of investment securities 498 800 Net gain on investment securities (30) - Federal Home Loan Bank stock dividends received (187) (411) Net deferred loan origination fees 242 (89) Net change in loans held for sale 1,266 4,919 Net gain on sale of loans (4) (166) Amortization of intangible assets 25 25 Deferred income tax expense (benefit) (404) 836 Partnership income (386) (333) Decrease (increase) in accrued interest receivable and other assets 4,782 (437) Decrease in accrued interest payable and other liabilities (1,293) (990) Net cash provided by operating activities 9,434 8,666 CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from maturities of and calls on investment securities held to maturity 3,977 38,573 Purchases of investment securities held to maturity (3,000) (41,085) Proceeds from maturities of and calls on investment securities available for sale 321 46,302 Purchases of investment securities available for sale (5,120) (46,000) Net decrease (increase) in interest-bearing deposits in other banks 7,364 (30,408) Net loan repayments (originations) (20,667) 11,182 Loans acquired in branch acquisition - (2,656) Purchases of premises and equipment (1,130) (716) Net cash used in investing activities (18,255) (24,808) CASH FLOWS FROM FINANCING ACTIVITIES: Net increase (decrease) in deposits 35,756 (1,159) Deposits acquired in branch acquisition - 10,821 Proceeds from Federal Home Loan Bank intermediate-term advances 10,000 6,600 Repayments of Federal Home Loan Bank intermediate-term advances (5,964) (10,999) Net increase (decrease) in other short-termborrowings (35,214) 17,639 Cash dividends paid (1,152) (1,151) Proceeds from sale of common stock - 25 Net cash provided by financing activities 3,426 21,776 Net increase (decrease) in cash and cash equivalents (5,395) 5,634 CASH AND CASH EQUIVALENTS: At beginning of period 61,604 63,152 At end of period $ 56,209 $ 68,786 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the period for interest $ 12,104 $ 7,339 Cash paid during the period for income taxes $ 800 $ 540 <FN> See accompanying notes to consolidated financial statements. </FN> F-3 CPB INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS BASIS OF PRESENTATION The financial information included herein is unaudited, except for the consolidated balance sheet at December 31, 1994. 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, 1995 are not necessarily indicative of the results to be expected for the full year. IMPAIRED LOANS On January 1, 1995, the Company adopted Statement of Financial Accounting Standards ("SFAS") No. 114, "Accounting by Creditors for Impairment of a Loan," as amended by SFAS No. 118, "Accounting by Creditors for Impairment of a Loan - Income Recognition and Disclosures." SFAS Nos. 114 and 118 prescribe the recognition criteria for loan impairment and the measurement methods for certain impaired loans and loans whose terms are modified in troubled debt restructurings. The adoption of SFAS Nos. 114 and 118 did not result in additional provisions for loan losses or changes in previously reported net income. The Company considers a loan to be impaired when, based upon current information and events, it believes it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement. The Company's impaired loans within the scope of SFAS Nos. 114 and 118 include certain nonaccrual loans, all troubled debt restructurings and certain delinquent loans for which full payment of principal and interest is not expected. The Company bases the measurement of these impaired loans on the fair value of the loans' collateral properties. Cash receipts on nonaccrual impaired loans are applied to principal outstanding, and no interest income is recognized unless the financial condition and payment record of the borrowers warrant such recognition. For impaired loans other than nonaccrual loans, interest income is recognized and cash receipts are applied to principal and interest in accordance with the contractual loan terms. Adjustments to impairment losses due to changes in the fair value of impaired loans' collateral properties are included in the provision for loan losses. Upon disposition of an impaired loan, any related valuation allowance is reversed through a charge-off to the allowance for loan losses. At March 31, 1995, the net recorded investment in loans for which impairment has been recognized in accordance with SFAS Nos. 114 and 118 totalled $27.3 million, and the total allowance for loan losses related to such loans was $2.8 million. Interest income recognized F-4 on impaired loans during the three months ended March 31, 1995 totalled $352,000. There was no activity in the allowance for loan losses for the three months ended March 31, 1995 related to impaired loans since appropriate amounts had been specifically reserved as of December 31, 1994. F-5