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, 1996 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. Yes [ X ] 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, 1996: 5,263,222 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, 1996 and December 31, 1995 F-1 Consolidated Statements of Income - Three months ended March 31, 1996 and 1995 F-2 Consolidated Statements of Cash Flows - Three months ended March 31, 1996 and 1995 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 1996 net income of $3.554 million, increasing by 3.3% over the $3.442 million earned in the first quarter of 1995. The increase in net income was due to a combination of the increase in fees on loans and a decrease in the provision for loan losses, which outpaced the impact of the decline in other operating income and the increase in other operating expense. As of March 31, 1996, total assets of $1,378.9 million increased by $7.0 million or 0.5%, net loans of $971.3 million increased by $1.1 million or 0.1%, and total deposits of $1,121.7 million decreased by $16.6 million or 1.5% when compared with year-end 1995. 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, 1996 1995 Annualized return on average assets 1.04% 1.00% Annualized return on average stockholders' equity 10.57% 11.14% Earnings per share $0.68 $0.66 The State of Hawaii's economy has demonstrated signs of recovery in certain sectors, and local economists are optimistic that there will be further improvement in the next year. Labor 1 market conditions declined during the first quarter of 1996, due mainly to the recent federal government shutdowns. In addition, planned reductions in federal defense spending is expected to adversely impact job growth and the construction industry. However, the visitor industry remains strong. Total visitor arrivals during 1995 exceeded 1994 levels by an estimated 3.2%, and 1996 activity is expected to surpass 1995 levels. With the development of the Hawaii Convention Center currently in progress, and as the U.S. and Japanese economies rebound, expectations are that growth in the visitor industry will continue to improve. In summary, the Hawaii economy is expected to grow modestly in 1996; however, a lack of significant improvement may have an adverse impact on the Bank's growth and may also result in higher levels of nonperforming loans and related loan losses. Consequently, the results of operations of the Company for the remainder of 1996 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, 1996 and 1995 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, 1996 1995 (Dollars in thousands) Interest income $26,428 $26,014 Interest expense 10,589 10,592 Net interest income $15,839 $15,422 Annualized net interest margin 5.02% 4.82% Interest income increased by $414,000 or 1.6% in the first quarter of 1996 as compared to the same period in 1995 due primarily to an increase in fees on loans. Average interest earning assets of $1,262.9 million for the three months ended March 31, 1996 decreased by $17.3 million or 1.4%, while the yield on interest earning assets increased to 8.37% from 8.13%. Interest and fees on loans increased by $295,000 or 1.4%, while average loans outstanding decreased by 1.7%. The increase in interest and fees on loans reflects an increase of $301,000 in fees on loans, attributable primarily to a few large loan transactions. Interest on taxable investment securities increased by $725,000 or 22.7% due primarily to an increase of $46.0 million or 20.3% in related average balances. Interest on 2 deposits in other banks and interest on Federal funds sold and securities purchased under agreements to resell for the first quarter of 1996 decreased nearly 100% from the first quarter of 1995 due to a decrease in average balances during the period. Interest expense for the first three months of 1996 remained relatively unchanged, decreasing by $3,000 as compared to the same period in 1995. The rate on interest-bearing liabilities for the first quarter of 1996 as compared to the same period in 1995 increased to 4.00% from 3.88%. However, average interest-bearing liabilities of $1,060.1 million for the first quarter of 1996 decreased by $32.1 million or 2.9% when compared to the first quarter of 1995. The rise in interest rates, a continued movement of funds into higher-yielding certificates of deposits and increased competition for deposits contributed to a rise in the cost of deposits. At the same time, the decline in total deposits led the Bank to seek higher-cost external sources of funds. As a result, net interest income for the first quarter of 1996 increased by $414,000 or 1.6%, and net interest margin increased to 5.02% from 4.82%. Due to the expectation of strong competition for both loans and deposits, no assurances can be given that the Company will be able to maintain net interest margin at its current level for the remainder of 1996. Provision for Loan Losses Provision for loan losses is determined by Management's ongoing evaluation of the loan portfolio and assessment of the ability of the allowance for loan losses to cover inherent losses. The Company, considering current information and events regarding the borrowers' ability to repay their obligations, treats a loan as impaired when it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement. When a loan is considered to be impaired, the amount of the impairment is measured based on the present value of expected future cash flows discounted at the loan's effective interest rate or, if the loan is considered to be collateral dependent, based on the fair value of the collateral. Impairment losses are included in the allowance for loan losses through a charge to the provision for loan losses. For smaller-balance homogeneous loans (primarily residential real estate and consumer loans), the allowance for loan losses is based upon Management's evaluation of the quality, character and inherent risks in the loan portfolio, current and projected economic conditions, and past loan loss experience. The allowance is increased by provisions charged to operating expense and reduced by charge-offs, net of recoveries. 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 are set forth below for the periods indicated. Three Months Ended March 31, 1996 1995 (Dollars in thousands) Provision for loan losses $450 $825 Loan charge-offs $155 $130 Recoveries 49 43 Net loan charge-offs $106 $ 87 Annualized ratio of net loan charge-offs to average loans 0.04% 0.03% The provision for loan losses of $450,000 for the first quarter of 1996 decreased by $375,000 or 45.5% from the same period in 1995 due to the lower level of nonperforming assets and loan delinquencies. Net loan charge-offs of $106,000 and $87,000 for the first three months of 1996 and 1995, respectively, when expressed as an annualized percentage of average total loans, were 0.04% and 0.03%, respectively. Consumer loans comprised approximately 97% of loan charge-offs during the first quarter of 1996. The allowance for loan losses expressed as a percentage of total loans was 2.07% and 2.04% at March 31, 1996 and December 31, 1995, respectively. This ratio increased due to lower-than- expected loan charge-offs and a lack of loan growth. Management believes that the allowance for loan losses at March 31, 1996 was adequate to cover credit risks inherent in the loan portfolio. However, continuation of current economic conditions in the State of Hawaii may adversely affect borrowers' ability to repay, collateral values and, consequently, the level of nonperforming loans and provision for loan losses. Nonperforming Assets The following table sets forth nonperforming assets, accruing loans which were delinquent for 90 days or more and restructured loans still accruing interest at the dates indicated. March 31, December 31, 1996 1995 (Dollars in thousands) Nonaccrual loans $ 3,582 $ 3,583 Other real estate 2,231 2,231 Total nonperforming assets 5,813 5,814 4 Loans delinquent for 90 days or more 22,582 9,189 Restructured loans still accruing interest 5,974 5,974 Total nonperforming assets, loans delinquent for 90 days or more and restructured loans still accruing interest $34,369 $20,977 Total nonperforming assets as a percentage of total loans and other real estate 0.58% 0.59% Total nonperforming assets and loans delinquent for 90 days or more as a percentage of total loans and other real estate 2.86% 1.51% Total nonperforming assets, loans delinquent for 90 days or more and restructured loans still accruing interest as a percentage of total loans and other real estate 3.46% 2.11% Nonperforming assets, loans delinquent for 90 days or more and restructured loans still accruing interest totalled $34.4 million at March 31, 1996, increasing by $13.4 million or 63.8% over year- end 1995. Nonaccrual loans, loans delinquent for 90 days or more and restructured loans still accruing interest were comprised primarily of loans secured by commercial or residential real property in the State of Hawaii. Nonaccrual loans of $3.6 million were comprised of one large commercial real estate loan and several residential real estate loans. In May 1995, nonaccrual loans totalling $11,250,000 were paid in full, along with all previously unaccrued interest thereon. Other real estate of $2.2 million at March 31, 1996 consisted of several residential properties. Loans delinquent for 90 days or more and still accruing interest totaled $22.6 million at March 31, 1996, increasing by $13.4 million or 145.8% from year-end 1995. Increases in delinquencies occurred in the residential real estate and commercial loan portfolios. 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 conditions may result in further increases in nonperforming assets, delinquencies, net loan charge-offs and provision for loan losses. 5 Other Operating Income Total other operating income in the first quarter of 1996 of $2,601,000 decreased by $221,000 or 7.8% from the first quarter of 1995. The primary factor in the decline was a decrease in partnership income of $271,000 or 70.2% due to operating losses from the leasing of the recently-completed Kaimuki Plaza and the effects on vacancies and lease rates of an oversupply of office space in the Honolulu area. Other Operating Expense Total other operating expense of $12,052,000 for the first quarter of 1996 increased by $377,000 or 3.2% from the first quarter of 1995. Salaries and employee benefits of $6,610,000 increased by $375,000 or 6.0% due in part to $175,000 in severance payments related to a staff reduction plan, coupled with an increase in number of employees resulting from the establishment of three new in-store branches during the fourth quarter of 1995. Net occupancy expense of $1,608,000 increased by $250,000 or 18.4% due to a combination of branch openings, scheduled rental increases on other bank facilities and costs related to the relocation and consolidation of the Bank's Consumer Banking Division. Other expense of $3,158,000 decreased by $255,000 or 7.5%. A reduction of $600,000 in the Federal Deposit Insurance Corporation deposit assessment was partially offset by increases in computer software and charge card related expenses. Income Taxes Income tax expense totalled $2,331,000 and $2,252,000 for the three months ended March 31, 1996 and 1995, respectively. The effective tax rate for the first quarter of 1996 and 1995 was 39.61% and 39.55%, respectively. Financial Condition Total assets at March 31, 1996 of $1,378.9 million increased by $7.0 million or 0.5% over December 31, 1995. Investment securities of $297.5 million increased by $13.8 million or 4.9%, and total loans of $991.8 million increased by $1.4 million or 0.1%, while interest-bearing deposits in other banks of $49,000 decreased by $7.1 million or 99.3% during the first quarter of 1996. Total deposits at March 31, 1996 of $1,121.7 million decreased by $16.6 million or 1.5% from year-end 1995, while Federal funds purchased and securities sold under agreements to repurchase of $10.5 million and other borrowed funds of $97.5 million increased by $8.0 million or 320.0% and $15.4 million or 18.7%, respectively, over that same period. Noninterest-bearing deposits of $160.1 million decreased by $10.4 million or 6.1%, and interest-bearing deposits of $961.6 million decreased by $6.2 million or 0.6%. Core deposits (noninterest-bearing demand, interest-bearing demand and savings deposits, and time deposits 6 under $100,000) at March 31, 1996 of $848.3 million decreased by $29.8 million or 3.4% during the first quarter of 1996. Decreases in business checking accounts of $11.1 million, personal savings accounts of $7.9 million and time deposits under $100,000 of $3.5 million contributed to the decline in core deposits. Time deposits of $100,000 or more increased by $13.1 million, consistent with an ongoing trend of deposits moving to higher-rate instruments. Capital Resources Stockholders' equity of $133.8 million at March 31, 1996 increased by $1.3 million or 1.0% from December 31, 1995. A $1.1 million change in the unrealized gain(loss) on investment securities available for sale, net of taxes, offset increases attributable to net earnings. When expressed as a percentage of total assets, stockholders' equity was 9.71% and 9.66% at March 31, 1996 and December 31, 1995, respectively. On March 18, 1996, the Board of Directors declared a quarterly cash dividend of $0.24 per share, increasing by 9.1% over the $0.22 per share declared in the first quarter of 1995. Dividends declared in the first quarter of 1996 totalled $1,263,000 compared with $1,152,000 in the first quarter of 1995. 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. 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 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. 7 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, 1996: Tier I risk-based capital ratio 4.00% 12.43% 8.43% Total risk-based capital ratio 8.00% 13.69% 5.69% Leverage capital ratio 4.00% 9.87% 5.87% At December 31, 1995: Tier I risk-based capital ratio 4.00% 12.35% 8.35% Total risk-based capital ratio 8.00% 13.61% 5.61% Leverage capital ratio 4.00% 9.61% 5.61% The increase in retained earnings, which exceeded the rate of growth in risk-weighted assets in the first quarter of 1996, contributed to the increase in capital ratios. In addition, 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, 1996: Tier I risk-based capital ratio 6.00% 11.14% 5.14% Total risk-based capital ratio 10.00% 12.40% 2.40% Leverage capital ratio 5.00% 9.24% 4.24% At December 31, 1995: Tier I risk-based capital ratio 6.00% 11.05% 5.05% Total risk-based capital ratio 10.00% 12.31% 2.31% Leverage capital ratio 5.00% 8.99% 3.99% Liquidity and Effects of Inflation A discussion of liquidity and effects of inflation is included in the 1995 Annual Report to Shareholders. No significant changes in the Company's liquidity position or policies have occurred during the quarter ended March 31, 1996. 8 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 The Annual Meeting of Shareholders (the "Meeting") of the Company was held on April 23, 1996, 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, 1996; 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 4,111,137 shares, or 78.1% of eligible shares, were represented at the Meeting. Votes Cast Against or Abstentions Name For Withheld or Nonvotes Alice F. Guild 4,083,531 27,606 None Daniel M. Nagamine 4,077,031 34,106 None Naoaki Shibuya 4,111,137 None 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 Dennis I. Hirota, Ph.D. 1998 Stanley Hong 1997 Kensuke Hotta 1998 Joichi Saito 1998 Yoshiharu Satoh 1997 9 The ratification of the appointment of KPMG Peat Marwick LLP as independent accountants for the fiscal year ending December 31, 1996 was approved with a total of 4,090,089 votes cast for, 3,196 votes against or withheld and 17,852 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 1996. 10 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 8, 1996 /s/ Joichi Saito Joichi Saito Chairman of the Board and Chief Executive Officer Date: May 8, 1996 /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) 1996 1995 ASSETS Cash and due from banks $ 49,034 $ 50,274 Interest-bearing deposits in other banks 49 7,140 Investment securities: Held to maturity, at cost (fair value of $120,584 and $137,347 at March 31, 1996 and December 31, 1995, respectively) 120,870 136,693 Available for sale, at fair value 176,581 146,934 Total investment securities 297,451 283,627 Loans 991,764 990,356 Less allowance for loan losses 20,500 20,156 Net loans 971,264 970,200 Premises and equipment 25,221 25,452 Accrued interest receivable 10,428 9,454 Investment in partnership 6,336 6,221 Due from customers on acceptances 641 1,443 Other assets 18,506 18,098 Total assets $1,378,930 $1,371,909 LIABILITIES AND STOCKHOLDERS' EQUITY Deposits: Noninterest-bearing deposits $ 160,070 $ 170,494 Interest-bearing deposits 961,623 967,825 Total deposits 1,121,693 1,138,319 Federal funds purchased and securities sold under agreements to repurchase 10,500 2,500 Other borrowed funds 97,462 82,104 Bank acceptances outstanding 641 1,443 Other liabilities 14,787 15,036 Total liabilities 1,245,083 1,239,402 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 5,263,222 and 5,251,762 shares at March 31, 1996 and December 31, 1995, respectively 6,579 6,565 Surplus 45,429 45,337 Retained earnings 82,661 80,370 Unrealized gain (loss) on investment securities, net of taxes (822) 235 Total stockholders' equity 133,847 132,507 Total liabilities and stockholders' equity $1,378,930 $1,371,909 Book value per share $25.43 $25.23 <FN> See accompanying notes to consolidated financial statements. </FN> F-1 CPB INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF INCOME (Unaudited) Three Months Ended (Dollars in thousands, March 31, except per share data) 1996 1995 Interest income: Interest and fees on loans $22,134 $21,839 Interest and dividends on investment securities: Taxable interest 3,921 3,196 Tax-exempt interest 44 35 Dividends 258 187 Interest on deposits in other banks 17 380 Interest on Federal funds sold and securities purchased under agreements to resell 1 327 Total interest income 26,375 25,964 Interest expense: Interest on deposits 9,157 8,450 Interest on Federal funds purchased, securities sold under agreements to repurchase and other borrowed funds 1,432 2,142 Total interest expense 10,589 10,592 Net interest income 15,786 15,372 Provision for loan losses 450 825 Net interest income after provision for loan losses 15,336 14,547 Other operating income: Service charges on deposit accounts 672 676 Other service charges and fees 1,407 1,318 Partnership income 115 386 Fees on foreign exchange 271 294 Investment securities gains - 30 Other 136 118 Total other operating income 2,601 2,822 Other operating expense: Salaries and employee benefits 6,610 6,235 Net occupancy 1,608 1,358 Equipment 676 669 Other 3,158 3,413 Total other operating expense 12,052 11,675 Income before income taxes 5,885 5,694 Income taxes 2,331 2,252 Net income $ 3,554 $ 3,442 Per common share: Net income $0.68 $0.66 Cash dividends declared $0.24 $0.22 Weighted average shares outstanding (in thousands) 5,261 5,235 <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) 1996 1995 Cash flows from operating activities: Net income $ 3,554 $ 3,442 Adjustments to reconcile net income to net cash provided by operating activities: Provision for loan losses 450 825 Provision for depreciation and amortization 676 658 Net amortization and accretion of investment securities 292 498 Net gain on investment securities - (30) Federal Home Loan Bank stock dividends received (258) (187) Net change in loans held for sale (1,759) 1,266 Deferred income tax benefit (606) (404) Partnership income (115) (386) Decrease (increase) in accrued interest receivable and other assets (293) 4,807 Decrease in accrued interest payable and other liabilities (32) (1,293) Net cash provided by operating activities 1,909 9,196 Cash flows from investing activities: Proceeds from maturities of and calls on investment securities held to maturity 15,512 3,977 Purchases of investment securities held to maturity - (3,000) Proceeds from sales, maturities and calls on investment securities available for sale 1,961 321 Purchases of investment securities available for sale (33,091) (5,120) Net decrease in interest-bearing deposits in other banks 7,091 7,364 Net loan repayments (originations) 245 (20,429) Purchases of premises and equipment (445) (1,130) Net cash used in investing activities (8,727) (18,017) Cash flows from financing activities: Net increase (decrease) in deposits (16,626) 35,756 Proceeds from Federal Home Loan Bank intermediate-term advances 10,000 10,000 Repayments of Federal Home Loan Bank intermediate-term advances (10,193) (5,964) Net increase (decrease) in other short-term borrowings 23,551 (35,214) Cash dividends paid (1,260) (1,152) Proceeds from sale of common stock 106 - Net cash provided by financing activities 5,578 3,426 Net decrease in cash and cash equivalents (1,240) (5,395) Cash and cash equivalents: At beginning of period 50,274 61,604 At end of period $49,034 $56,209 Supplemental disclosure of cash flow information: Cash paid during the period for interest $10,538 $12,104 Cash paid during the period for income taxes 480 800 Supplemental disclosure of noncash investing and financing activities: Transfer of loans to other real estate $ - $ 850 <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, 1995. 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, 1996 are not necessarily indicative of the results to be expected for the full year. F-4