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, 1997 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, 1997: 5,272,894 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, 1997 and December 31, 1996 F-1 Consolidated Statements of Income - Three months ended March 31, 1997 and 1996 F-2 Consolidated Statements of Cash Flows - Three months ended March 31, 1997 and 1996 F-3 Notes to Consolidated Financial Statements F-4 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Certain statements in this report on Form 10-Q constitute "forward-looking statements" under the Private Securities Litigation Reform Act of 1995, which involve risks and uncertainties. The Company's actual results may differ significantly from the results discussed in such forward-looking statements. Factors that might cause such a difference include, but are not limited to, credit quality, economic conditions, competition in the geographic and business areas in which the Company conducts its operations, fluctuations in interest rates and governmental regulations. For additional information concerning these factors, see "Item 1. Business" and "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" contained in the Company's Annual Report on Form 10-K for the year ended December 31, 1996. Overview CPB Inc. (the "Company") posted first quarter 1997 net income of $3.591 million, increasing by 1.0% over the $3.554 million earned in the first quarter of 1996. A $300,000 increase in the provision for loan losses was substantially offset by a $221,000 decrease in salaries and employee benefits compared to the first quarter of 1996. Net income for the first quarter of 1997 also included $64,000 in gains resulting from the sales of two properties held as other real estate. As of March 31, 1997, total assets of $1,437.1 million increased by $34.0 million or 2.4%, net loans of $1,026.1 million increased by $3.5 million or 0.3%, and total deposits of $1,154.5 million increased by $30.9 million or 2.7% when compared with year-end 1996. The following table presents annualized return on average assets, annualized return on average stockholders' equity and earnings per share for the periods indicated. 1 Three Months Ended March 31, 1997 1996 Annualized return on average assets 1.02% 1.05% Annualized return on average stockholders' equity 10.05% 10.57% Earnings per share $0.68 $0.68 The State of Hawaii's economy remains sluggish, but there are indications that the economy may be improving. Local economists say the decline in jobs in Hawaii during the last five years has abated. They noted small increases in hotel and education employment, while the rate of decline in certain key areas like construction have slowed. In the tourism industry, visitor arrivals for March 1997 increased by 4.3% compared to March 1996. Eastbound arrivals (primarily from Asia) increased by 5.3% while westbound arrivals (primarily from the U.S. mainland) increased by 3.7%. Visitor arrivals for the first three months of 1997 were still down by 1.4% from the same period in 1996. However, the adverse effects of the past several years' economic stagnation are evident. Bankruptcy and foreclosure filings for the first three months of 1997 were up significantly. Bankruptcy petitions filed between January 1, 1997 and March 24, 1997 totaled 919 filings compared with 547 filings during the same period last year, a 68% increase. There were also 627 foreclosure filings during the same period in 1997, a 54% increase over the same period in 1996. In the real estate market, the median sales price of single family homes on the island of Oahu for the first quarter of 1997 fell to $313,800, a 5.4% decrease from the first quarter of 1996. The median sales price of condominiums on the island of Oahu fell to $150,000, a 16.7% decrease from the same period in 1996. While the Hawaii economy is expected to grow modestly in 1997, future trends in bankruptcy and foreclosure filings, employment, tourism and the real estate market could affect the Company's loan demand, deposit growth, provision for loan losses, noninterest income and noninterest expense. Accordingly, the Company's results of operations for 1997 will, in part, 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, 1997 and 1996 is set forth below on a taxable 2 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, 1997 1996 (Dollars in thousands) Interest income $26,519 $26,428 Interest expense 10,684 10,589 Net interest income $15,835 $15,839 Annualized net interest margin 4.75% 4.94% An increase in interest earning assets was partially offset by lower interest rates and a $444,000 decline in fees on loans, resulting in a slight increase in interest income of $91,000 or 0.3% in the first quarter of 1997 as compared to the same period in 1996. Average interest earning assets of $1,333.1 million for the three months ended March 31, 1997 increased by $50.1 million or 3.9%, reflecting a $52.4 million or 5.3% increase in average loans. Interest on taxable investment securities decreased by $606,000, while interest on deposits in other banks increased by $616,000 as proceeds from maturities of investment securities were held to meet anticipated liquidity needs. Due to the change in composition of interest earning assets and the decline in loan fees, the yield on interest earning assets decreased to 7.96% from 8.24%. Interest expense for the first three months of 1997 increased by $95,000 or 0.9% compared to the same period in 1996. Average interest-bearing liabilities of $1,093.4 million for the first quarter of 1997 increased by $33.3 million or 3.1% when compared to the first quarter of 1996. However, the effective rate on interest-bearing liabilities decreased to 3.91% from 4.00% for the same period due to the lower level of interest rates paid on deposits in 1997. As a result, net interest income for the first quarter of 1997 remained relatively unchanged, decreasing by only $4,000, while net interest margin decreased to 4.75% from 4.94%. With the expectation of continued 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 1997. 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 3 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 risks inherent in the loan portfolio, current and projected economic conditions, and loan loss experience. The allowance is increased by provisions charged to operating expense and reduced by charge-offs, net of recoveries. The following table sets forth certain information with respect to the Company's allowance for loan losses as of the dates or for the periods indicated. Three Months Ended March 31, 1997 1996 (Dollars in thousands) Allowance for loan losses: Balance at beginning of period $19,436 $20,156 Charge-offs: Commercial, financial and agricultural 33 4 Real estate-construction - - Real estate-mortgage- residential 154 - Real estate-mortgage- commercial - - Consumer Credit card & related plans 138 95 Other consumer 152 56 Other 2 - Total charge-offs 479 155 Recoveries: Commercial, financial and agricultural 4 2 Real estate-construction - 11 Real estate-mortgage- residential 19 - Real estate-mortgage- 4 commercial - - Consumer Credit card & related plans 33 16 Other consumer 12 20 Other - - Total recoveries 68 49 Net charge-offs 411 106 Provision charged to expense 750 450 Balance at end of period $19,775 $20,500 Annualized ratio of net charge-offs to average loans 0.16% 0.04% The provision for loan losses of $750,000 for the first quarter of 1997 increased by $300,000 or 66.7% from the same period in 1996 due to continued increases in bankruptcy filings in 1997 and management's reassessment of the level of expected future loan losses. Net charge-offs of $411,000 and $106,000 for the first three months of 1997 and 1996, respectively, when expressed as an annualized percentage of average loans, were 0.16% and 0.04%, respectively. Consumer and residential real estate loans comprised approximately 61% and 32%, respectively, of total charge-offs during the first quarter of 1997, reflecting the impact on consumers of the prolonged economic stalemate, coupled with continued declines in real estate values. The allowance for loan losses expressed as a percentage of total loans was 1.89% and 1.87% at March 31, 1997 and December 31, 1996, respectively. Management believes that the current level of provision for loan losses is consistent with the state of Hawaii's relative economic stability experienced during the last several years. Delinquencies, bankruptcies and foreclosures occurring during the first quarter of 1997 were the result of past economic conditions which had been provided for in the allowance for loan losses in previous years. Notwithstanding the increase in net charge-offs in the first quarter of 1997 compared to the same period in 1996, the Company's net charge-offs remained relatively low as a percentage of total loans. 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 delinquent for 90 days or more and restructured loans still accruing interest at the dates indicated. 5 March 31, December 31, 1997 1996 (Dollars in thousands) Nonaccrual loans: Commercial, financial and agricultural $ 846 $ 2,175 Real estate-construction - - Real estate-mortgage- residential 2,550 2,462 Real estate-mortgage- commercial 8,774 8,863 Consumer Credit card & related plans 69 - Other consumer - - Other - - Total nonaccrual loans 12,239 13,500 Other real estate 965 1,235 Total nonperforming assets 13,204 14,735 Loans delinquent for 90 days or more: Commercial, financial and agricultural 1,079 1,038 Real estate-construction - - Real estate-mortgage- residential 4,229 4,366 Real estate-mortgage- commercial 2,099 341 Consumer Credit card & related plans 130 104 Other consumer 553 455 Other 6 9 Total loans delinquent for 90 days or more 8,096 6,313 Restructured loans still accruing interest: Commercial, financial and agricultural 354 1,723 Real estate-construction - - Real estate-mortgage- residential - - Real estate-mortgage- commercial 2,571 11,095 Consumer Credit card & related plans - - Other consumer - - Other - - Total restructured loans still accruing interest 2,925 12,818 6 Total nonperforming assets, loans delinquent for 90 days or more and restructured loans still accruing interest $24,225 $33,866 Total nonperforming assets as a percentage of loans and other real estate 1.26% 1.41% Total nonperforming assets and loans delinquent for 90 days or more as a percentage of loans and other real estate 2.03% 2.02% Total nonperforming assets, loans delinquent for 90 days or more and restructured loans still accruing interest as a percentage of loans and other real estate 2.31% 3.25% Nonperforming assets, loans delinquent for 90 days or more and restructured loans still accruing interest totaled $24.2 million at March 31, 1997, decreasing by $9.6 million or 28.5% from year-end 1996. 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 $12.2 million were comprised primarily of one commercial loan, four commercial real estate loans and several residential mortgage loans. Borrowers of the $846,000 commercial loan have filed for bankruptcy protection and are currently developing a reorganization plan. A $6.0 million commercial real estate loan secured by commercial properties, which has been listed for sale by the borrowers, is in the workout process. Three commercial real estate loans totaling $4.3 million, each secured by residential or commercial real property, are subject to foreclosure proceedings, as are substantially all nonaccrual residential mortgage loans. Partial charge-offs have been made on several loans, and management believes additional allocated reserves are adequate to cover any further losses which may result from the disposition of nonaccrual loans. Other real estate of $965,000 at March 31, 1997 decreased by $270,000 from year-end 1996 due to the sale of two properties during the quarter. Loans delinquent for 90 days or more totaled $8.1 million at March 31, 1997, increasing by $1.8 million or 28.2% from year-end 1996 due primarily to the addition of a $1.4 million commercial loan secured by various business assets. 7 Restructured loans still accruing interest totaled $2.9 million at March 31, 1997, a decrease of $9.9 million or 77.2% from year-end 1996. Loans totaling $9.8 million are performing as restructured and are no longer deemed to be troubled debt restructurings. Impaired loans at March 31, 1997 amounted to $12.9 million and included all nonaccrual and restructured loans greater than $500,000. The allowance for loan losses allocated to impaired loans amounted to $2.5 million. Management continues to closely monitor loan delinquencies and work with borrowers to resolve loan problems; however, a continued decline in general economic conditions may result in future increases in nonperforming assets, delinquencies, net charge-offs, provision for loan losses and noninterest expense. Other Operating Income Total other operating income in the first quarter of 1997 of $2,627,000 increased by $50,000 or 1.9% from the first quarter of 1996. This increase was primarily due to the sales of two properties held as other real estate resulting in gains of $64,000 which were included in other income. A decrease in foreign exchange fees of $89,000 was attributable, in part, to a change in strategy to minimize foreign exchange risk. This was offset by increases in trust fees and gains from sales of loans, which were included in other income. Other Operating Expense Total other operating expense of $11,735,000 for the first quarter of 1997 decreased by $293,000 or 2.4% from the first quarter of 1996. Salaries and employee benefits of $6,368,000 decreased by $221,000 or 3.4% due primarily to a $254,000 reduction in pension expense resulting from a revision to the Company's defined benefit retirement plan made in the third quarter of 1996. Income Taxes Income tax expense totaled $2,321,000 and $2,331,000 for the three months ended March 31, 1997 and 1996, respectively. The effective tax rate for the first quarter of 1997 and 1996 was 39.26% and 39.61%, respectively. The decline in the effective tax rate during 1997 was attributable to an increase in tax-exempt interest on loans. Financial Condition Total assets at March 31, 1997 of $1,437.1 million increased by $34.0 million or 2.4% over December 31, 1996. Interest-bearing deposits in other banks of $47.4 million increased by $21.1 million or 80.4% during the first quarter of 1997 due to an increase in short-term customer deposits which were invested in short-term interest-bearing instruments. Investment securities of $250.3 million increased by $9.8 million or 4.1%, while net loans of $1,026.1 million increased by $3.5 million or 0.3%. 8 Total deposits at March 31, 1997 of $1,154.5 million increased by $30.9 million or 2.7% from year-end 1996. Interest-bearing deposits of $986.7 million increased by $31.3 million or 3.3%, with increases in money market and consumer time deposits partially offset by declines in savings and government time deposits. Core deposits (noninterest-bearing demand, interest-bearing demand and savings deposits, and time deposits under $100,000) at March 31, 1997 of $874.7 million increased by $15.5 million or 1.8% during the first quarter of 1997. Time deposits of $100,000 or more increased by $15.4 million or 5.8% during the same period. Capital Resources Stockholders' equity of $142.9 million at March 31, 1997 increased by $2.0 million or 1.4% from December 31, 1996. When expressed as a percentage of total assets, stockholders' equity was 9.94% and 10.04% at March 31, 1997 and December 31, 1996, respectively. On March 17, 1997, the Company's board of directors declared a quarterly cash dividend of $0.24 per share, matching the $0.24 per share declared in the first quarter of 1996. Dividends declared in the first quarter of 1997 totaled $1,265,000 compared with $1,263,000 in the first quarter of 1996. 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 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 ("CAMELS") 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. The following table sets forth capital requirements applicable to the Company and the Company's capital ratios as of the dates indicated. 9 Required Actual Excess At March 31, 1997: Tier I risk-based capital ratio 4.00% 12.19% 8.19% Total risk-based capital ratio 8.00% 13.45% 5.45% Leverage capital ratio 4.00% 10.21% 6.21% At December 31, 1996: Tier I risk-based capital ratio 4.00% 12.10% 8.10% Total risk-based capital ratio 8.00% 13.35% 5.35% Leverage capital ratio 4.00% 10.28% 6.28% In addition, FDIC-insured institutions such as Central Pacific Bank (the "Bank"), a wholly-owned subsidiary of the Company, 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, 1997: Tier I risk-based capital ratio 6.00% 11.36% 5.36% Total risk-based capital ratio 10.00% 12.62% 2.62% Leverage capital ratio 5.00% 9.54% 4.54% At December 31, 1996: Tier I risk-based capital ratio 6.00% 11.27% 5.27% Total risk-based capital ratio 10.00% 12.53% 2.53% Leverage capital ratio 5.00% 9.60% 4.60% Asset-Liability Management and Liquidity The Company's asset-liability management policy and liquidity position are discussed in the 1996 Annual Report to Shareholders. No significant changes in either have occurred during the quarter ended March 31, 1997. 10 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 22, 1997, 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. Approval of the 1997 Stock Option Plan; 3. Ratification of the appointment of KPMG Peat Marwick LLP as the Company's independent accountants for the fiscal year ending December 31, 1997; and 4. 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 4,304,033 shares, or 81.6% of eligible shares, were represented at the Meeting. Votes Cast Votes Cast Against or Abstentions Name For Withheld or Nonvotes Paul Devens 4,263,425 40,608 None Stanley W. Hong 4,197,554 106,479 None Yoshiharu Satoh 4,262,641 41,392 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 Alice F. Guild 1999 Dennis I. Hirota, Ph.D. 1998 Kensuke Hotta 1998 Daniel M. Nagamine 1999 11 Joichi Saito 1998 Naoaki Shibuya 1999 The adoption of the 1997 Stock Option Plan was approved with a total of 3,812,440 votes cast for, 53,266 votes against and 438,327 abstentions or nonvotes. The ratification of the appointment of KPMG Peat Marwick LLP as independent accountants for the fiscal year ending December 31, 1997 was approved with a total of 4,244,056 votes cast for, 33,272 votes against or withheld and 26,705 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 1997. 12 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, 1997 /s/ Joichi Saito Joichi Saito Chairman of the Board and Chief Executive Officer Date: May 12, 1997 /s/ Neal Kanda Neal Kanda Vice President and Treasurer (Principal Financial and Accounting Officer) 13 CPB INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS (Unaudited) March 31, December 31, (Dollars in thousands, except per share data) 1997 1996 ASSETS Cash and due from banks $ 56,029 $ 55,534 Interest-bearing deposits in other banks 47,436 26,297 Investment securities: Held to maturity, at cost (fair value of $114,632 and $109,288 at March 31, 1997 and December 31, 1996, respectively) 115,655 109,244 Available for sale, at fair value 134,652 131,214 Total investment securities 250,307 240,458 Loans 1,045,849 1,041,976 Less allowance for loan losses 19,775 19,436 Net loans 1,026,074 1,022,540 Premises and equipment 24,854 25,072 Accrued interest receivable 9,287 8,674 Investment in partnership 7,029 6,902 Due from customers on acceptances 250 1,162 Other assets 15,861 16,526 Total assets $1,437,127 $1,403,165 LIABILITIES AND STOCKHOLDERS' EQUITY Deposits: Noninterest-bearing deposits $ 167,790 $ 168,170 Interest-bearing deposits 986,709 955,444 Total deposits 1,154,499 1,123,614 Short-term borrowings 5,000 5,427 Long-term debt 118,114 115,840 Bank acceptances outstanding 250 1,162 Other liabilities 16,346 16,240 Total liabilities 1,294,209 1,262,283 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 5,272,894 and 5,268,874 shares at March 31, 1997 and December 31, 1996, respectively 6,591 6,586 Surplus 45,567 45,481 Retained earnings 91,731 89,405 Unrealized loss on investment securities, net of taxes (971) (590) Total stockholders' equity 142,918 140,882 Total liabilities and stockholders' equity $1,437,127 $1,403,165 Book value per share $ 27.10 $ 26.74 <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) 1997 1996 Interest income: Interest and fees on loans $22,204 $22,134 Interest and dividends on investment securities: Taxable interest 3,315 3,921 Tax-exempt interest 35 44 Dividends 267 258 Interest on deposits in other banks 633 17 Interest on Federal funds sold and securities purchased under agreements to resell - 1 Total interest income 26,454 26,375 Interest expense: Interest on deposits 8,893 9,157 Interest on other borrowed funds 1,791 1,432 Total interest expense 10,684 10,589 Net interest income 15,770 15,786 Provision for loan losses 750 450 Net interest income after provision for loan losses 15,020 15,336 Other operating income: Service charges on deposit accounts 690 672 Other service charges and fees 1,383 1,407 Partnership income 127 115 Fees on foreign exchange 182 271 Other 245 112 Total other operating income 2,627 2,577 Other operating expense: Salaries and employee benefits 6,368 6,589 Net occupancy 1,584 1,608 Equipment 684 676 Other 3,099 3,155 Total other operating expense 11,735 12,028 Income before income taxes 5,912 5,885 Income taxes 2,321 2,331 Net income $ 3,591 $ 3,554 Per common share: Net income $ 0.68 $ 0.68 Cash dividends declared $ 0.24 $ 0.24 Weighted average shares outstanding (in thousands) 5,270 5,261 <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) 1997 1996 Cash flows from operating activities: Net income $ 3,591 $ 3,554 Adjustments to reconcile net income to net cash provided by operating activities: Provision for loan losses 750 450 Provision for depreciation and amortization 683 676 Net amortization and accretion of investment securities 120 292 Federal Home Loan Bank stock dividends received (267) (258) Net change in loans held for sale 565 (1,759) Deferred income tax expense (benefit) 520 (606) Partnership income (127) (115) Increase in accrued interest receivable and other assets (140) (293) Increase (decrease) in accrued interest payable and other liabilities 31 (32) Net cash provided by operating activities 5,726 1,909 Cash flows from investing activities: Proceeds from maturities of and calls on investment securities held to maturity 10,277 15,512 Purchases of investment securities held to maturity (16,784) - Proceeds from maturities of and calls on investment securities available for sale 22,279 1,961 Purchases of investment securities available for sale (26,108) (33,091) Net decrease (increase) in interest-bearing deposits in other banks (21,139) 7,091 Net loan repayments (originations) (4849) 245 Purchases of premises and equipment (465) (445) Net cash used in investing activities (36,789) (8,727) Cash flows from financing activities: Net increase (decrease) in deposits 30,885 (16,626) Proceeds from long-term debt 16,000 10,000 Repayments of long-term debt (13,726) (10,193) Net increase (decrease) in short-term borrowings (427) 23,551 Cash dividends paid (1,265) (1,260) Proceeds from sale of common stock 91 106 Net cash provided by financing activities 31,558 5,578 Net increase (decrease) in cash and cash equivalents 495 (1,240) Cash and cash equivalents: At beginning of period 55,534 50,274 At end of period $56,029 $49,034 Supplemental disclosure of cash flow information: Cash paid during the period for interest $10,726 $10,538 Cash paid during the period for income taxes $ 1,450 $ 480 <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, 1996. 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, 1997 are not necessarily indicative of the results to be expected for the full year. ACCOUNTING PRONOUNCEMENTS In June 1996, the FASB issued SFAS No. 125, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities." SFAS No. 125 provides accounting and reporting standards for transfers and servicing of financial assets and extinguishments of liabilities based on consistent application of a financial-components approach that focuses on control. It distinguishes transfers of financial assets that are sales from transfers that are secured borrowings. In December 1996, the FASB issued SFAS No. 127, "Deferral of the Effective Date of Certain Provisions of FASB Statement No. 125." SFAS No. 127 defers the effective date of certain provisions of SFAS No. 125 to transactions occurring after December 31, 1997. Transactions subject to deferral under SFAS No. 127 include transactions addressing secured borrowings and collateral and transactions addressing financial assets that are part of repurchase agreements, dollar rolls, securities lending and similar transactions. In January 1997, the Company implemented those provisions of SFAS No. 125 which were not subject to deferral by SFAS No. 127. However, servicing assets were deemed immaterial, and accordingly, no disclosures will be made, as permitted by SFAS No. 125. Further, the Company does not expect the future application of SFAS No. 125 to the transactions covered under SFAS No. 127 to have a material impact on the Company's consolidated financial statements. F-4