Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - CVB FINANCIAL CORP | d500786d8k.htm |
| EX-99.2 - EX-99.2 - CVB FINANCIAL CORP | d500786dex992.htm |
 Exhibit 99.1 |
 Certain
Certain
matters
matters
set
set
forth
forth
herein
herein
(including
(including
the
the
exhibits
exhibits
hereto)
hereto)
constitute
constitute
forward-looking
statements
statements
within
within
the
the
meaning
meaning
of
of
the
the
Private
Private
Securities
Securities
Litigation
Litigation
Reform
Reform
Act
Act
of
of
1995,
1995,
including
including
forward-looking
statements
statements
relating
relating
to
to
the
the
Company's
Company's
current
current
business
business
plans
plans
and
and
expectations
expectations
regarding
regarding
future
future
operating
operating
results.
results.
These
These
forward-looking
statements
statements
are
are
subject
subject
to
to
risks
risks
and
and
uncertainties
uncertainties
that
that
could
could
cause
cause
actual
actual
results,
results,
performance
performance
or
or
achievements
achievements
to
to
differ
differ
materially
materially
from
from
those
those
projected.
projected.
These
These
risks
risks
and
and
uncertainties
uncertainties
include,
include,
but
but
are
are
not
not
limited
limited
to,
to,
local,
local,
regional,
regional,
national
national
and
and
international
international
economic
economic
conditions
conditions
and
and
events
events
and
and
the
the
impact
impact
they
they
may
may
have
have
on
on
us
us
and
and
our
our
customers;
customers;
ability
ability
to
to
attract
attract
deposits
deposits
and
and
other
other
sources
sources
of
of
liquidity;
liquidity;
ability
ability
to
to
make
make
loans
loans
and
and
generate
generate
assets;
assets;
oversupply
oversupply
of
of
inventory
inventory
and
and
continued
continued
deterioration
deterioration
in
in
values
values
of
of
real
real
estate
estate
in
in
California
California
and
and
other
other
states
states
where
where
our
our
bank
bank
makes
makes
loans,
loans,
both
both
residential
residential
and
and
commercial;
commercial;
a
a
prolonged
prolonged
slowdown
slowdown
in
in
business,
business,
manufacturing,
manufacturing,
retail
retail
or
or
construction
construction
activity;
activity;
changes
changes
in
in
the
the
financial
financial
performance
performance
and/or
and/or
condition
condition
of
of
our
our
borrowers;
borrowers;
changes
changes
in
in
the
the
level
level
of
of
non-performing
assets
and
and
charge-offs;
;
the
effect
of
changes
in
laws
and
regulations
(including
laws
and
regulations
regulations
concerning
concerning
taxes,
taxes,
banking,
banking,
business
business
and
and
consumer
consumer
credit,
credit,
capital
capital
levels,
levels,
limits
limits
on
on
bank
bank
products
products
and
and
fees,
fees,
securities,
securities,
executive
executive
compensation
compensation
and
and
insurance)
insurance)
with
with
which
which
we
we
and
and
our
our
subsidiaries
subsidiaries
must
must
comply;
comply;
changes
changes
in
in
estimates
estimates
of
of
future
future
reserve
reserve
requirements
requirements
based
based
upon
upon
the
the
periodic
periodic
review
review
thereof
thereof
under
under
relevant
relevant
regulatory
regulatory
and
and
accounting
accounting
requirements;
requirements;
inflation,
inflation,
interest
interest
rate,
rate,
securities
securities
market
market
and
and
monetary
monetary
fluctuations;
fluctuations;
the
the
availability
availability
and
and
effectiveness
effectiveness
of
of
hedging
hedging
instruments
instruments
and
and
strategies;
strategies;
political
political
instability;
instability;
acts
acts
of
of
war
war
or
or
terrorism,
terrorism,
or
or
natural
natural
disasters,
disasters,
such
such
as
as
earthquakes,
earthquakes,
or
or
the
the
effects
effects
of
of
pandemic
pandemic
flu;
flu;
the
the
timely
timely
development
development
and
and
acceptance
acceptance
of
of
new
new
banking
banking
products
products
and
and
services
services
and
and
perceived
perceived
overall
overall
value
value
of
of
these
these
products
products
and
and
services
services
by
by
users;
users;
changes
changes
in
in
consumer
consumer
spending,
spending,
borrowing
borrowing
and
and
savings
savings
habits;
habits;
technological
technological
changes
changes
(including
(including
mobile
mobile
banking
banking
and
and
cloud
cloud
computing);
computing);
threats
threats
to
to
the
the
stability
stability
and
and
security
security
of
of
our
our
technology
technology
hardware
hardware
and
and
software,
software,
and
and
to
to
the
the
stability
stability
and
and
security
security
of
of
any
any
related
related
vendor
vendor
or
or
customer
customer
hardware
hardware
and
and
software;
software;
the
the
ability
ability
to
to
increase
increase
market
market
share
share
and
and
control
control
expenses;
expenses;
changes
changes
in
in
the
the
competitive
competitive
environment
environment
among
among
financial
financial
and
and
bank
bank
holding
holding
companies
companies
and
and
other
other
financial
financial
service
service
providers;
providers;
continued
continued
volatility
volatility
in
in
the
the
credit
credit
and
and
equity
equity
markets
markets
and
and
its
its
effects
effects
on
on
the
the
general
general
economy;
economy;
the
the
effect
effect
of
of
changes
changes
in
in
accounting
accounting
policies
policies
and
and
practices,
practices,
as
as
may
may
be
be
adopted
adopted
by
by
the
the
regulatory
regulatory
agencies,
agencies,
as
as
well
well
as
as
the
the
Public
Public
Company
Company
Accounting
Accounting
Oversight
Oversight
Board,
Board,
the
the
Financial
Financial
Accounting
Accounting
Standards
Standards
Board
Board
and
and
other
other
accounting
accounting
standard
standard
setters;
setters;
changes
changes
in
in
our
our
organization,
organization,
management,
management,
compensation
compensation
and
and
benefit
benefit
plans;
plans;
the
the
costs
costs
and
and
effects
effects
of
of
legal
legal
and
and
regulatory
regulatory
developments
developments
including
including
the
the
resolution
resolution
of
of
legal
legal
proceedings
proceedings
or
or
regulatory
regulatory
or
or
other
other
governmental
governmental
inquiries
inquiries
and
and
the
the
results
results
of
of
regulatory
regulatory
examinations
examinations
or
or
reviews;
reviews;
our
our
success
success
at
at
managing
managing
the
the
risks
risks
involved
involved
in
in
the
the
foregoing
foregoing
items
items
and
and
other
other
factors
factors
set
set
forth
forth
in
in
the
the
Company's
Company's
public
public
reports
reports
including
including
its
its
Annual
Annual
Report
on
on
Form
10-K
for
the
year
ended
ended
December
December
31,
31,
2012,
2012,
and
and
particularly
particularly
the
the
discussion
discussion
of
of
risk
risk
factors
factors
within
within
that
that
document.
document.
The
The
Company
Company
does
does
not
not
undertake,
undertake,
and
and
specifically
specifically
disclaims
disclaims
any
any
obligation
to
to
update
update
any
any
forward-looking
statements
to
to
reflect
occurrences
or
or
unanticipated
unanticipated
events
events
or
or
circumstances
circumstances
after
after
the
the
date
date
of
of
such
such
statements
statements
except
except
as
as
required
required
by
by
law.
law. |
 3
Total Assets:
Total Assets:
$6.4 Billion
$6.4 Billion
Gross Loans:
Gross Loans:
$3.5 Billion
$3.5 Billion
Total Deposits (Including Repos):
Total Deposits (Including Repos):
$5.2 Billion
$5.2 Billion
Total Equity:
Total Equity:
$763 Million
$763 Million
Source: Q4 2012 earnings release & company filings. *non-covered loans
Largest
Largest
financial
financial
institution
institution
headquartered
headquartered
in
in
the
the
Inland
Inland
Empire
Empire
region
region
of
of
Southern California. Founded in 1974.
Southern California. Founded in 1974.
Serves 41 cities with 40 business financial centers and 5 commercial
banking
centers
and
3
trust
office
locations
throughout
the
Inland
Empire,
LA County, Orange County and the Central Valley of California
Average Cost of Deposits = 0.11%
Average Cost of Deposits = 0.11% |
 4
Name
Position
Banking
Experience
CVBF
Service
Christopher D. Myers
President & CEO
28 Years
6 Years
Richard C. Thomas
Executive Vice President
Chief Financial Officer
3 Years
2 Years
James F. Dowd
Executive Vice President
Chief Credit Officer
36 Years
5 Years
David C. Harvey
Executive Vice President
Chief Operations Officer
23 Years
3 Years
David A. Brager
Executive Vice President
Sales Division
25 Years
10 Years
R. Daniel Banis
Executive Vice President
CitizensTrust
31 Years
1 Year
Yamynn DeAngelis
Executive Vice President
Chief Risk Officer
33 Years
25 Years
Richard Wohl
Executive Vice President
General Counsel
24 Years
1 Year |
 5
Name
Name
CVBF
CVBF
Experience
Experience
Age
Age
Ronald Kruse -
Ronald Kruse -
Chairman
Chairman
38 Years
38 Years
73
73
Linn Wiley –
Linn Wiley –
Vice Chairman
Vice Chairman
21 Years
21 Years
74
74
George Borba Jr.
George Borba Jr.
New
New
45
45
Steve Del Guercio
Steve Del Guercio
New
New
51
51
Robert Jacoby
Robert Jacoby
7 Years
7 Years
71
71
Ray O’Brien
Ray O’Brien
New
New
55
55
San Vaccaro
San Vaccaro
13 Years
13 Years
79
79
Chris Myers –
Chris Myers –
CEO
CEO
6 Years
6 Years
50
50 |
 Who
is… |
 7
Source: SNL Financial
Largest Banks Headquartered in California
Rank
Name
Asset Size (12/31/12)
1
Wells Fargo
$1,442,968
2
Union Bank
$96,992
3
Bank of the West
$63,343
4
First Republic Bank
$34,388
5
City National Bank
$28,618
6
OneWest Bank
$25,894
7
SVB Financial
$22,766
8
East West Bank
$22,536
9
Cathay Bank
$10,694
10
CapitalSource Inc.
$8,549
11
11
CVB Financial Corp.
CVB Financial Corp.
$6,363
$6,363
12
Pacific Western Bank
$5,464
13
BBCN
$5,641
14
Farmers & Merchants of Long Beach
$4,989
15
Westamerica Bank
$4,952
In millions |
 •
143 Consecutive Quarters of Profitability
•
94 Consecutive Quarters of Cash Dividends
•
#6 Rated Bank: BankDirector Magazine
Bank Performance Scorecard (July 2012)
•
BauerFinancial Report
Five Star Rating (September 2012)
•
Fitch Rating
BBB (October 2012) |
 |
 10
40 Business Financial Centers
5 Commercial Banking Centers
3 CitizensTrust Locations |
 (000’s) # of Center
Locations
Total Deposits
(12/31/11)
Total Deposits
(12/31/12)
Los Angeles County
17
$1,872,623
$1,894,958
Inland Empire
(Riverside & San Bernardino Counties)
10
$1,592,445
$1,668,906
Central Valley
11
$821,994
$856,155
Orange County
7
$598,426
$582,616
Other
0
$228,430
$244,596
Total
45
$5,113,918
$5,247,231
*Includes Customer Repurchase Agreements; Balance as of balance sheet date
|
 |
 13
Source: Q4 2012 earnings release & other company filings, SNL Financial—peers
represent public CA , AZ, HI, NV, OR & WA banks with assets $2 -
$25 billion. |
 12
Months 12/31/11
12 Months
12/31/12
%
Change
Service Charges on Deposit Accounts
$15,767,976
$16,105,811
2.14%
Service Charges/Total Deposits
0.31%
0.31%
14
*Includes Customer Repurchase Agreements |
 (000’s) Non-Covered
Loans*
Covered
Loans*
Total Loans*
%
Los Angeles County
$1,190,214
$16,572
$1,206,786
34.68%
Central Valley
$662,420
$191,419
$853,839
24.54%
Inland Empire
(Riverside & San Bernardino Counties)
$627,173
$1,058
$628,231
18.05%
Orange County
$461,001
$0
$461,001
13.25%
Other
$318,430
$11,510
$329,940
9.48%
Total
$3,259,238
$220,559
$3,479,797
100.00%
*Prior to MTM discount and loan loss reserve
*Prior to MTM discount and loan loss reserve
(Includes loans Held for Sale)
(Includes loans Held for Sale) |
 Total Non-Covered Loans |
 17
Source: Q4 2012 earnings release & company reports | *Non-covered loans
Total Loans by Type
Total Loans by Type
Commercial RE
Commercial RE
Non-Owner
Occupied
39.5%
39.5%
Consumer
Consumer
1.5%
1.5%
SFR Mortgage
SFR Mortgage
4.9%
4.9%
Municipal Lease Finance Receivables 3.2%
Municipal Lease Finance Receivables 3.2%
Auto & Equipment 0.4%
Auto & Equipment 0.4%
Dairy, Livestock & Agribusiness 10.3%
Dairy, Livestock & Agribusiness 10.3%
Commercial & Industrial
Commercial & Industrial
16.8%
16.8%
Construction RE 1.8%
Construction RE 1.8%
Commercial RE
Commercial RE
Owner Occupied 21.6%
Owner Occupied 21.6% |
 Net of
Discount Net of Discount
Includes Loans Held for Sale
Includes Loans Held for Sale |
 19
|
 |
 21
|
 CVBF’s strong loan underwriting culture has limited its exposure to problem
credits Continued profitability has allowed CVB to build its capital base and
reserves for loan losses. Texas Ratio
NPA’s/Loans & OREO
Source: Q4 2012 earnings release & other company filings, SNL Financial—
peers represent public CA , AZ, HI, NV, OR & WA banks with assets $2
-
$25 billion. |
 |
 $20.4 million
FHLB prepayment charge |
 2008
2009
2010
2011
12 Months to
12/31/2012
Net Interest Income
$193,679
$222,264
$259,317
$234,681
$236,950
Provision for Credit
Losses
($26,600)
($80,500)
($61,200)
($7,068)
$0
Other Operating
Income/Expenses (Net)
($81,331)
($52,515)
($111,378)
($106,809)
($122,257)
Income Taxes
($22,675)
($23,830)
($23,804)
($39,071)
($37,413)
Net Profit After Tax
$63,073
$65,419
$62,935
$81,733
$77,280
25
(000’s) |
 26
*Normalized excludes
accelerated accretion on covered loans |
 |
 28
*Includes $20.4 million FHLB prepayment charge
(000’s)
2009
2010
2011
2012
Salaries & Employee Benefits
$62,985
$69,419
$69,993
$68,496
Promotion & Entertainment
$6,528
$6,084
$4,977
$4,869
Supplies
$2,989
$3,314
$2,558
$2,212
Software Licenses &
Maintenance
$2,320
$5,031
$3,669
$4,269
Professional Services
$6,965
$13,308
$15,031
$6,249
OREO Expense
$1,211
$7,490
$6,729
$2,146
Other
$50,588
$63,846
$38,068
$49,919*
Total:
$133,586
$168,492
$141,025
$138,160 |
 |
 Type of
Debt Payoff Date
Amount
Weighted Average
Interest Rate
FHLB Borrowings
8/28/2012
$250,000
3.39%
Subordinated Debentures
FCB Statutory Trust II
1/07/2012
$6,805
3-Month LIBOR + 3.25%
CVB Statutory Trust I
6/18/2012
$20,619
3-Month LIBOR + 2.85%
CVB Statutory Trust I
9/17/2012
$20,619
3-Month LIBOR + 2.85%
Total
$298,043
30
(000
(000’s)
s) |
 31
(000
(000’s)
s)
Type of Debt
Maturity
Balance at
12/31/2012
Interest Rate
FHLB Borrowings
11/28/2016
$198,934
4.52%
Subordinated Debentures
CVB Statutory Trust II**
$20,619
3-Month LIBOR + 2.85%
CVB Statutory Trust II
$20,619
3-Month LIBOR + 2.85%
CVB Statutory Trust III
$25,774
3-Month LIBOR + 1.38%
Total
$265,946
*Does not include $26 million in overnight borrowings from FHLB
**This portion of CVB Statutory Trust II was repaid on January 7
2013
th |
 |
 Regulatory
Minimum Ratio
Regulatory
Well-Capitalized Ratio
December 31, 2012*
Tier 1 Risk-based Capital Ratio
4.0%
6.0%
18.23%
Total Risk-based Capital Ratio
8.0%
10.0%
19.49%
Tier 1 Leverage Ratio
4.0%
5.0%
11.50%
Tangible Capital Ratio
4.0%
5.0%
11.17%
Core Tier 1 Capital Ratio
16.60%
33
* CVB Financial Corp. -
Consolidated |
 34
Source: Q3 2012 earnings release & other company filings, SNL Financial—peers
represent public CA , AZ, HI, NV, OR & WA banks with assets $2 - $25
billion Peer Capital Metrics
Peer Capital Metrics
Tier 1 Capital Ratio
Total Risk –
Based Capital Ratio
Tangible Common Equity/Tangible Assets |
 |
 Source: Q4
2012 earnings release. As of 12/31/2012 securities held-to-maturity were valued at approximately $2.1million | Yield on securities represents the fully
taxable equivalent
*Securities
Available
For
Sale
Securities portfolio totaled $2.45 billion at 12/31/2012. The portfolio represents 38.5%
of the Bank’s total assets Virtually
all
of
the
Bank’s
mortgage-backed
securities
were
issued
by
Freddie
Mac
or
Fannie
Mae
which
have
the
implied
guarantee
of
the
U.S.
government.
99%
of
the
Bank’s
municipal
portfolio
contains
securities
which
have
an
underlying
rating
of
investment
grade.
California
municipals
represent
only
4%
of
the
municipal
bond
portfolio
Yield on securities
Yield on securities
portfolio = 2.49%
portfolio = 2.49%
for the 4th Quarter 2012
for the 4th Quarter 2012 |
 |
 38
*Includes overnight funds held at the Federal Reserve, Interest earning -
due from
Correspondent Banks, other short-term money market accounts or certificates of
deposit Loans
Loans
Securities
Securities
Fed Balance*
Fed Balance*
Other
Other
Goodwill & Intangibles
Goodwill & Intangibles
12/31/12
$6.4 Billion
12/31/06
$6.1 Billion
Securities
Securities
Fed Balance*
Fed Balance*
Goodwill & Intangibles
Goodwill & Intangibles
Other
Other
Loans
Loans
0.2%
0.2% |
 12/31/06
12/31/06
$5.7 Billion
$5.7 Billion
12/31/12
12/31/12
$5.6 Billion
$5.6 Billion
TOTAL DEPOSITS*
TOTAL DEPOSITS*
Jr. Subordinated
Jr. Subordinated
Debentures
Debentures
Other Liabilities
Other Liabilities
BORROWINGS
BORROWINGS
Jr. Subordinated
Jr. Subordinated
Debentures
Debentures
BORROWINGS
BORROWINGS
TOTAL DEPOSITS*
TOTAL DEPOSITS*
Other Liabilities
Other Liabilities
*Includes Customer Repurchase Agreements
*Includes Customer Repurchase Agreements |
 |
 Citizens Business Bank will strive to become
the dominant financial services company
operating throughout the state of
California, servicing the comprehensive
financial needs of successful small to
medium sized businesses and their
owners. 41 |
 The
best privately-held and/or family- owned businesses throughout
California —
Annual revenues of $1-200 million
—
Top 25% in their respective industry
—
Full relationship banking
—
Build 20-year relationships
42 |
 43
Acquisitions
--Banks--
-
--Trust-- |
 •
Target size: $200 million to $2 billion in assets
•
Financial & Strategic
•
In-market and/or adjacent geographic market
(California only)
Acquisition Strategy
--Banks--
--Trust/Investment--
•
Target size: AUM of $200 million to $1 billion
•
In California
--Banking Teams--
•
In-
market
&
‘new’
markets |
 •
Loan Growth
•
Expand Credit Product Offerings & Capabilities
•
Build Core Deposits
•
Drive Service Charge & Fee Income Growth
•
Manage Operating Efficiency
•
Grow Through Acquisition |
 •
Strong Capital position
•
Strong, disciplined credit underwriting/credit culture
•
Build low-cost, sustainable deposits
•
Multiple forms of growth (don’t depend on one)
•
Same Store Sales
•
DeNovo
•
Acquisitions
•
Cross-sell: capture the whole wallet
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Drive expense efficiency
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Long-term outlook
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