Exhibit 99.3

 

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

 

The unaudited pro forma condensed combined statements of income illustrate how the results of operations of the Company and CBBI may have appeared had the merger actually occurred as of the date or at the beginning of the periods presented.  The unaudited pro forma condensed combined balance sheet as of June 30, 2004 assumes the merger was completed on that date.  The unaudited pro forma condensed combined statements of income for the three and six months ended June 30, 2004 give effect to the merger as if the merger had been completed on January 1, 2004.  The unaudited pro forma condensed combined financial statements are provided for illustrative purposes only and are not intended to reflect expected results of operations in future periods.

 

Pursuant to the Agreement and Plan of Merger, dated April 22, 2004, by and between the Company and CBBI, the Company completed its merger with CBBI on September 15, 2004.  In the merger, the Company paid an aggregate of approximately 11.9 million shares of common stock and $88.9 million in cash.  Each share of CBBI common stock was converted into the right to receive, at the election of shareholders, either 3.38664 shares of the Company’s common stock, or $95.2052 in cash. Shareholders who did not make an election received a combination of cash and the Company’s common stock in exchange for their CBBI shares.

 

The merger is being accounted for in accordance with SFAS 141.  Accordingly, the purchase price was allocated to the assets acquired and the liabilities assumed based on their estimated fair values at the merger date as summarized below. The Company is in the process of obtaining third-party valuations of certain intangible assets; thus the allocation of the purchase price is subject to refinement.  The pro forma adjustments include the estimated impact of purchase price allocation adjustments and the elimination of reported one-time merger-related charges that are not expected to affect future periods’ results of operations.  The pro forma adjustments exclude the impact of merger-related restructuring charges, integration costs and cost synergies that are expected to be recognized in future periods.

 



 

 

Central Pacific Financial Corp. and CB Bancshares, Inc.

Pro Forma Condensed Combined Balance Sheet

As of  June 30, 2004

 

 

 

June 30, 2004

 

Pro Forma

 

Pro Forma

 

 

 

CPF

 

CBBI

 

Adjustments

 

Combined

 

 

 

 

 

 

 

 

 

 

 

Assets:

 

 

 

 

 

 

 

 

 

Cash and due from banks

 

$

67,873

 

$

53,794

 

$

(88,930

)(A)

$

62,737

 

 

 

 

 

 

 

30,000

(B)

 

 

Interest-bearing deposits in other banks

 

41,247

 

1,118

 

 

 

42,365

 

Federal funds sold

 

3,500

 

6,170

 

 

 

9,670

 

Investment securities:

 

 

 

 

 

 

 

 

 

Held to maturity, at amortized cost

 

30,756

 

101,154

 

80

(C)

131,990

 

Available for sale, at fair value

 

627,683

 

267,429

 

(9,031

)(D)

886,081

 

Total investment securities

 

658,439

 

368,583

 

(8,951

)

1,018,071

 

Loans held for sale

 

1,382

 

8,001

 

 

 

9,383

 

Loans

 

1,619,086

 

1,399,818

 

(6,421

)(E)

3,012,483

 

Less allowance for loan losses

 

24,934

 

28,562

 

(3,752

)(F)

49,744

 

Net loans

 

1,594,152

 

1,371,256

 

(2,669

)

2,962,739

 

Premises and equipment

 

57,958

 

16,341

 

1,940

(G)

76,239

 

Other real estate

 

1,518

 

84

 

 

 

1,602

 

Goodwill

 

 

 

283,926

(H)

283,926

 

Core deposit premium

 

 

 

51,769

(I)

51,769

 

Other assets

 

72,760

 

58,144

 

(12,075

)(J)

119,319

 

 

 

 

 

490

(K)

 

Total assets

 

$

2,498,829

 

$

1,883,491

 

$

255,500

 

$

4,637,820

 

 

 

 

 

 

 

 

 

 

 

Liabilities and stockholders’ equity:

 

 

 

 

 

 

 

 

 

Deposits:

 

 

 

 

 

 

 

 

 

Noninterest-bearing deposits

 

456,333

 

245,260

 

 

 

701,593

 

Interest-bearing deposits

 

1,475,496

 

1,126,532

 

 

2,602,028

 

Total deposits

 

1,931,829

 

1,371,792

 

 

3,303,621

 

 

 

 

 

 

 

 

 

 

 

Short-term borrowings

 

17,469

 

55,400

 

(6

)(L)

72,863

 

Long-term debt

 

323,088

 

244,380

 

6,062

(M)

603,530

 

 

 

 

 

 

 

30,000

(B)

 

 

Minority interest

 

10,062

 

2,720

 

 

 

12,782

 

Other liabilities

 

16,697

 

25,351

 

3,752

(F)

99,580

 

 

 

 

 

 

 

(1,994

)(D)

 

 

 

 

 

 

 

 

20,682

(N)

 

 

 

 

 

 

 

 

9,513

(O)

 

 

 

 

 

 

 

 

29,561

(P)

 

 

 

 

 

 

(3,982

)(Q)

 

Total liabilities

 

2,299,145

 

1,699,643

 

93,588

 

4,092,376

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

 

 

 

Preferred stock

 

 

 

 

 

Common stock

 

10,080

 

4,434

 

(4,434

)(R)

10,080

 

Surplus

 

45,848

 

105,755

 

(105,755

)(R)

394,606

 

 

 

 

 

 

 

334,168

(S)

 

 

 

 

 

 

 

 

14,648

(T)

 

 

 

 

 

 

 

 

(58

)(U)

 

 

Retained earnings

 

154,064

 

75,007

 

(75,007

)(R)

154,064

 

Deferred stock awards

 

(93

)

 

(R)

(93

)

Unreleased shares to employee stock ownership plan

 

 

(1,245

)

1,245

(R)

 

Accumulated other comprehensive income, net

 

(10,215

)

(103

)

103

(R)

(13,213

)

 

 

 

 

(2,998

)(D)

 

Total stockholders’ equity

 

199,684

 

183,848

 

161,912

 

545,444

 

 

 

 

 

 

 

 

 

 

 

Total liabilities and stockholders’ equity

 

$

2,498,829

 

$

1,883,491

 

$

255,500

 

$

4,637,820

 

 



 

Central Pacific Financial Corp. and CB Bancshares, Inc.

Pro Forma Condensed Combined Income Statement

Three months ended June 30, 2004

 

 

 

Three Months Ended

 

 

 

 

 

 

 

June 30, 2004

 

Pro Forma

 

Pro Forma

 

 

 

CPF

 

CBBI(1)

 

Adjustments

 

Combined

 

 

 

 

 

 

 

 

 

 

 

Interest income:

 

 

 

 

 

 

 

 

 

Interest and fees on loans

 

$

21,134

 

$

22,002

 

$

1,085

(V)

$

44,221

 

Interest and dividends on investment securities:

 

 

 

 

 

 

 

 

 

Taxable interest

 

5,546

 

3,325

 

(10

)(W)

8,861

 

Tax-exempt interest

 

1,018

 

359

 

 

 

1,377

 

Dividends

 

191

 

318

 

 

 

509

 

Other interest income

 

10

 

6

 

 

16

 

Total interest income

 

27,899

 

26,010

 

1,075

 

54,984

 

 

 

 

 

 

 

 

 

 

 

Interest expense:

 

 

 

 

 

 

 

 

 

Interest on deposits

 

2,943

 

2,876

 

 

 

5,819

 

Interest on short-term borrowings

 

67

 

293

 

6

(X)

366

 

Interest on long-term debt

 

2,272

 

2,370

 

(693

)(Y)

4,287

 

 

 

 

 

338

(Z)

 

Total interest expense

 

5,282

 

5,539

 

(349

)

10,472

 

 

 

 

 

 

 

 

 

 

 

Net interest income

 

22,617

 

20,471

 

1,424

 

44,512

 

Provision for loan losses

 

300

 

500

 

 

800

 

Net interest income after provision for loan losses

 

22,317

 

19,971

 

1,424

 

43,712

 

 

 

 

 

 

 

 

 

 

 

Other operating income:

 

 

 

 

 

 

 

 

 

Income from fiduciary activities

 

582

 

 

 

 

582

 

Service charges on deposit accounts

 

1,368

 

1,160

 

 

 

2,528

 

Other service charges and fees

 

1,444

 

1,861

 

 

 

3,305

 

Investment securities gains

 

 

2,822

 

 

 

2,822

 

Gains on sales of loans

 

75

 

585

 

 

 

660

 

Other

 

626

 

7,897

 

 

8,523

 

Total other operating income

 

4,095

 

14,325

 

 

18,420

 

 

 

 

 

 

 

 

 

 

 

Other operating expense:

 

 

 

 

 

 

 

 

 

Salaries & employee benefits

 

7,365

 

7,718

 

 

 

15,083

 

Net occupancy

 

1,009

 

1,809

 

10

(AA)

2,828

 

Equipment

 

631

 

469

 

 

 

1,100

 

Amortization of core deposit intangible

 

 

 

1,936

(BB)

1,936

 

Merger related expenses

 

 

1,933

 

(1,933

)(CC)

 

Other

 

5,113

 

4,414

 

(257

)(CC)

9,296

 

 

 

 

 

26

(DD)

 

Total other operating expense

 

14,118

 

16,343

 

(218

)

30,243

 

 

 

 

 

 

 

 

 

 

 

Income before income taxes

 

12,294

 

17,953

 

1,642

 

31,889

 

Income taxes

 

3,626

 

6,132

 

656

(EE)

10,414

 

Net income

 

$

8,668

 

$

11,821

 

$

986

 

$

21,475

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share:

 

 

 

 

 

 

 

 

 

Basic

 

$

0.54

 

$

2.71

 

 

 

$

0.77

 

Diluted

 

$

0.53

 

$

2.63

 

 

 

$

0.75

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

16,098

 

4,368

 

 

 

27,985

 

Diluted

 

16,391

 

4,493

 

 

 

28,545

 

 



 

Central Pacific Financial Corp. and CB Bancshares, Inc.

Pro Forma Condensed Combined Income Statement

Six months ended June 30, 2004

 

 

 

Six Months Ended

 

 

 

 

 

 

 

June 30, 2004

 

Pro Forma

 

Pro Forma

 

 

 

CPF

 

CBBI(1)

 

Adjustments

 

Combined

 

 

 

 

 

 

 

 

 

 

 

Interest income:

 

 

 

 

 

 

 

 

 

Interest and fees on loans

 

$

42,425

 

$

44,315

 

$

1,987

(V)

$

88,727

 

Interest and dividends on investment securities:

 

 

 

 

 

 

 

 

 

Taxable interest

 

10,627

 

7,109

 

(19

)(W)

17,717

 

Tax-exempt interest

 

2,009

 

745

 

 

 

2,754

 

Dividends

 

408

 

632

 

 

 

1,040

 

Other interest income

 

42

 

12

 

 

54

 

Total interest income

 

55,511

 

52,813

 

1,968

 

110,292

 

 

 

 

 

 

 

 

 

 

 

Interest expense:

 

 

 

 

 

 

 

 

 

Interest on deposits

 

5,868

 

5,587

 

 

 

11,455

 

Interest on short-term borrowings

 

103

 

835

 

6

(X)

944

 

Interest on long-term debt

 

4,222

 

4,663

 

(1,307

)(Y)

8,254

 

 

 

 

 

676

(Z)

 

Total interest expense

 

10,193

 

11,085

 

(625

)

20,653

 

 

 

 

 

 

 

 

 

 

 

Net interest income

 

45,318

 

41,728

 

2,593

 

89,639

 

Provision for loan losses

 

600

 

1,000

 

 

1,600

 

Net interest income after provision for loan losses

 

44,718

 

40,728

 

2,593

 

88,039

 

 

 

 

 

 

 

 

 

 

 

Other operating income:

 

 

 

 

 

 

 

 

 

Income from fiduciary activities

 

1,131

 

 

 

 

1,131

 

Service charges on deposit accounts

 

2,811

 

2,252

 

 

 

5,063

 

Other service charges and fees

 

2,695

 

3,495

 

 

 

6,190

 

Investment securities gains

 

 

5,175

 

 

 

5,175

 

Gains on sales of loans

 

114

 

1,651

 

 

 

1,765

 

Other

 

1,255

 

9,197

 

 

10,452

 

Total other operating income

 

8,006

 

21,770

 

 

29,776

 

 

 

 

 

 

 

 

 

 

 

Other operating expense:

 

 

 

 

 

 

 

 

 

Salaries & employee benefits

 

15,571

 

15,693

 

 

 

31,264

 

Net occupancy

 

2,103

 

3,532

 

20

(AA)

5,655

 

Equipment

 

1,199

 

1,042

 

 

 

2,241

 

Amortization of core deposit intangible

 

 

 

3,861

(BB)

3,861

 

Merger related expenses

 

 

2,281

 

(2,281

)(CC)

 

Other

 

9,773

 

8,337

 

(404

)(CC)

17,763

 

 

 

 

 

57

(DD)

 

Total other operating expense

 

28,646

 

30,885

 

1,253

 

60,784

 

 

 

 

 

 

 

 

 

 

 

Income before income taxes

 

24,078

 

31,613

 

1,340

 

57,031

 

Income taxes

 

7,500

 

9,990

 

535

(EE)

18,025

 

Net income

 

$

16,578

 

$

21,623

 

$

805

 

$

39,006

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share:

 

 

 

 

 

 

 

 

 

Basic

 

$

1.03

 

$

4.98

 

 

 

$

1.39

 

Diluted

 

$

1.01

 

$

4.84

 

 

 

$

1.37

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

16,089

 

4,339

 

 

 

27,976

 

Diluted

 

16,401

 

4,466

 

 

 

28,556

 

 



 

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

 

(1)           Results of operations for CBBI include an after-tax gain of $2.8 million on the early payoff of asset-backed securities, an after-tax lawsuit settlement of $2.8 million, and an after-tax gain of $1.9 million on the sale of a foreclosed property which are not expected to recur in future periods.

 

(A)          Represents the cash component of the merger consideration of $20.00 per share of CBBI common stock outstanding, plus additional cash in lieu of fractional shares. As of the effective date of the merger, there were 4,444,088 shares of CBBI common stock outstanding, net of 97,615 shares owned by the Company.

 

(B)           Represents the cash proceeds from the issuance of $30.0 million in trust preferred securities issued to finance a portion of the cash component of the merger consideration.

 

(C)           Adjustment to increase the book value of the held-to-maturity investment securities portfolio to fair value.  The adjustment will be recognized using the interest method over the estimated remaining life of the held-to-maturity investment securities portfolio.

 

(D)          Represents the elimination of the carrying value of CBBI common stock owned by the Company.

 

(E)           Adjustment to reduce the carrying value of the loan and lease portfolio to fair value.  The adjustment will be recognized using the interest method over the estimated remaining life of the loan and lease portfolio.

 

(F)           Represents the reclassification of CBBI’s reserve for off-balance sheet credit risk to other liabilities to be consistent with the Company’s accounting treatment.

 

(G)           Adjustment to increase the book value of premises and equipment to fair value.  The adjustment will be recognized on a straight-line basis over the remaining depreciable lives of the respective assets.

 

(H)          Adjustment to record goodwill created as a result of the merger.

 

(I)            Core deposit intangible recorded, representing a premium of 4.57% on core deposits acquired.  The core deposit intangible represents the estimated future economic benefit resulting from the acquired deposits and was determined considering expected attrition of balances, the estimated life of the deposit accounts and the expected cost of funds relative to alternative funding sources.  The intangible will be amortized on an accelerated basis over a period of approximately ten years.

 

(J)            Represents transaction costs paid and capitalized by the Company as of the balance sheet date.

 

(K)          Adjustment to increase the book value of mortgage servicing rights, included in other assets, to fair value.  The adjustment will be recognized on a straight-line basis over the expected remaining life of the servicing asset.

 

(L)           Adjustment to reduce the book value of short-term borrowings to fair value.  The adjustment will be recognized using the effective interest method over the remaining contractual term of the respective borrowings.

 



 

(M)         Adjustment to increase the book value of long-term debt to fair value.  The adjustment will be recognized using the effective interest method over the remaining contractual term of the respective debt instruments.

 

(N)          Represents the deferred tax liability recorded on the core deposit intangible.

 

(O)          Represents accrual of estimated transaction costs not paid as of the balance sheet date.

 

(P)           Represents accrual of estimated merger-related costs, net of taxes, including change-in-control payments to be made to CBBI executives, severance payments, lease termination fees, and other costs expected to be incurred in connection with the exiting of CBBI activities and facilities.

 

(Q)          Represents the net deferred tax impact of the fair value adjustments to asset and liability carrying values.

 

(R)           Represents elimination of CBBI equity accounts.

 

(S)           Represents the value of the 11.9 million shares of the Company’s common stock issued in the merger transaction.

 

(T)           Represents the fair value of stock options issued in exchange for outstanding CBBI stock options.

 

(U)          Represents stock issuance costs paid.

 

(V)           An adjustment of $6,421,000 was recorded to decrease the book value of the loan and lease portfolio to fair value.  The adjustment will be recognized using the interest method over the estimated remaining life of the loan and lease portfolio.  The pro forma impact of the adjustment is reflected as an increase in interest income.

 

(W)         An adjustment of $80,000 was recorded to increase the book value of the held-to-maturity investment securities portfolio to fair value.  The adjustment will be recognized using the interest method over the estimated remaining life of the held-to-maturity investment securities portfolio.  The pro forma impact of the adjustment is reflected as a reduction in interest income.

 

(X)          An adjustment of $6,000 was recorded to reduce the book value of short-term borrowings to fair value.  The adjustment will be recognized using the effective interest method over the remaining contractual term of the respective borrowings.  The pro forma impact of the adjustment is reflected as an increase in interest expense.

 

(Y)           An adjustment of $6,062,000 was recorded to increase the book value of long-term debt to fair value.  The adjustment will be recognized using the effective interest method over the remaining contractual term of the respective debt instruments.  The pro forma impact of the adjustment is reflected as a reduction in interest expense.

 

(Z)           To finance the cash component of the merger consideration, the Company issued long-term debt in the form of subordinated notes underlying trust preferred securities.  The pro forma adjustments reflect the estimated increase in interest expense that would have been recorded had the merger occurred, and consequently the debt instruments been issued, at the beginning of the periods presented.  The pro forma adjustments were calculated using the interest rates applicable to each instrument at the time each instrument was issued.

 



 

(AA)       An adjustment of $1,940,000 was recorded to increase the book value of premises and equipment to fair value.  The adjustment will be recognized on a straight-line basis over the remaining depreciable lives of the respective assets.  The pro forma impact of the adjustment is reflected as an increase in net occupancy expense.

 

(BB)        A core deposit intangible of $51,769,000 was recorded, representing a premium of 4.57% on core deposits acquired.  The core deposit intangible represents the estimated future economic benefit resulting from the acquired deposits and was determined considering expected attrition of balances, the estimated life of the deposit accounts and the expected cost of funds relative to alternative funding sources.  The intangible will be amortized on an accelerated basis over a period of approximately ten years.

 

(CC)        Pro forma adjustments reflect the elimination of one-time merger related charges that are included in the historical results of operations but are not expected to affect ongoing results of operations.

 

(DD)       An adjustment of $490,000 was recorded to increase the book value of mortgage servicing rights, included in other assets, to fair value.  The adjustment will be recognized on a straight-line basis over the expected remaining life of the servicing asset.  The pro forma impact of the adjustment is reflected as an increase in other expense.

 

(EE)         Represents the tax effect of the pro forma adjustments using the Company’s statutory tax rate of 39.95%.