UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 7, 2013
CVB FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
California | 0-10140 | 95-3629339 | ||
(State or other jurisdiction of incorporation or organization) |
(Commission file number) |
(I.R.S. employer identification number) | ||
701 North Haven Avenue, Ontario, California | 91764 | |||
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (909) 980-4030
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2.):
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 7.01 Regulation FD Disclosure.
CVB Financial Corp. (the Company) is filing the slide presentation that its President and Chief Executive Officer, Chris Myers, will present to various investors selected by Keefe, Bruyette & Woods, Inc. in Boston, Massachusetts on June 10, 2013, and to various investors with Sterne Agee & Leach, Inc. in New York, New York on June 11, 2013. The slide presentation is included as Exhibit 99.1 of this report. The information in this report (including Exhibit 99.1) shall not be deemed to be filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other documents filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth the by specific reference in such filing.
Item 8.01 Other Events
On June 7, 2013, CVB Financial Corp. issued a press release relating to its President and Chief Executive Officer, Chris Myers presentation of the slides in Exhibit 99.1 of this report, to various investors selected by Keefe, Bruyette & Woods, Inc. and with Sterne Agee & Leach, Inc. on June 10, 2013, and June 11, 2013, respectively. A copy of this press release is attached hereto as Exhibit 99.2 and is being furnished pursuant to this Item 8.01.
A copy of the slide presentation will be available on the Companys website at www.cbbank.com under Our Investors tab.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit |
Description | |
99.1 | Copy of the slide presentation Chris Myers, President and Chief Executive Officer of CVB Financial Corp., intends to provide to investors on June 10, 2013, and June 11, 2013 (furnished pursuant to Regulation FD). | |
99.2 | Press Release dated June 7, 2013, announcing Chris Myers, President and Chief Executive Officer of CVB Financial Corp. will present to investors selected by Keefe, Bruyette & Woods, Inc. in Boston, Massachusetts on June 10, 2013, and to various investors with Sterne Agee & Leach, Inc.in New York, New York on June 11, 2013. |
2
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 hereunto duly authorized.
CVB FINANCIAL CORP. | ||||||
(Registrant) | ||||||
Date: June 7, 2013 | By: | /s/ Richard C. Thomas | ||||
Richard C. Thomas Executive Vice President and Chief Financial Officer |
3
Exhibit Index
99.1 | Copy of the slide presentation Chris Myers, President and Chief Executive Officer of CVB Financial Corp., intends to provide to investors on June 10, 2013, and June 11, 2013 (furnished pursuant to Regulation FD). | |
99.2 | Press Release dated June 7, 2013, announcing Chris Myers, President and Chief Executive Officer of CVB Financial Corp. will present to investors selected by Keefe, Bruyette & Woods, Inc. in Boston, Massachusetts on June 10, 2013, and to various investors with Sterne Agee & Leach, Inc.in New York, New York on June 11, 2013. |
4
June
2013 Exhibit 99.1
1Q Results 2013 | cbbank.com |
1Q
Results 2013 | cbbank.com 2
Safe Harbor
Certain matters set forth herein (including the exhibits hereto) constitute
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995, including forward-looking statements relating to the Company's current
business plans and expectations regarding future operating results. These
forward-looking statements are subject to risks and uncertainties that
could cause actual results, performance or achievements to differ materially from those projected.
These risks and uncertainties include, but are not limited to, local, regional,
national and international economic conditions and events and the impact they
may have on us and our customers; ability to attract deposits and other sources of
liquidity; ability to make loans and generate assets; oversupply of inventory and
continued deterioration in values of real estate in California and other
states where our bank makes loans, both residential and commercial; a prolonged
slowdown in business, manufacturing, retail or construction activity; changes in the
financial performance and/or condition of our borrowers; changes in the level
of non-performing assets and charge-offs; the effect of changes in laws
and regulations (including laws and regulations concerning taxes, banking, business
and consumer credit, capital levels, limits on bank products and fees,
securities, executive compensation and insurance) with which we and our subsidiaries
must comply; changes in estimates of future reserve requirements based upon the
periodic review thereof under relevant regulatory and accounting requirements;
inflation, interest rate, securities market and monetary fluctuations; the
availability and effectiveness of hedging instruments and strategies; political
instability; acts of war or terrorism, or natural disasters, such as
earthquakes, or the effects of pandemic flu; the timely development and acceptance of new banking
products and services and perceived overall value of these products and services by
users; changes in consumer spending, borrowing and savings habits;
technological changes (including mobile banking and cloud computing); threats
to the stability and security of our technology hardware and software, and to the
stability and security of any related vendor or customer hardware and
software; the ability to increase market share and control expenses; changes in the
competitive environment among financial and bank holding companies and other
financial service providers; continued volatility in the credit and equity
markets and its effects on the general economy; the effect of changes in accounting
policies and practices, as may be adopted by the regulatory agencies, as well as the
Public Company Accounting Oversight Board, the Financial Accounting Standards
Board and other accounting standard setters; changes in our organization,
management, compensation and benefit plans; the costs and effects of legal and regulatory developments
including the resolution of legal proceedings or regulatory or other governmental
inquiries and the results of regulatory examinations or reviews; our success
at managing the risks involved in the foregoing items and other factors set forth in the
Company's public reports including its Annual Report on Form 10-K for the year
ended December 31, 2012, and particularly the discussion of risk factors within
that document. The Company does not undertake, and specifically disclaims any
obligation to update any forward-looking statements to reflect occurrences or
unanticipated events or circumstances after the date of such statements except
as required by law. |
1Q
Results 2013 | cbbank.com Source: Q1 2013 earnings release & company
filings. *non-covered loans CVB Financial Corp. (CVBF)
Largest
financial
institution
headquartered
in
the
Inland
Empire
region
of
Southern California. Founded in 1974.
Serves 40 cities with 41 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%
3
Total Assets:
$6.3
Billion Gross Loans:
$3.4
Billion Total Deposits (Including Repos):
$5.2
Billion Total Equity:
$768
Million |
Experienced Leadership
Name
Position
Banking Experience
CVBF Service
Christopher D. Myers
President & CEO
29 Years
7 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
34 Years
26 Years
Richard Wohl
Executive Vice President
General Counsel
25 Years
2 Years
4
1Q Results 2013 | cbbank.com |
Board
of Directors Name
CVB Experience
Age
Ronald Kruse -
Chairman
38 Years
74
Linn Wiley -
Vice Chairman
21 Years
74
George Borba Jr.
New
45
Steve Del Guercio
New
51
Robert Jacoby
7 Years
71
Ray OBrien
New
56
San Vaccaro
13 Years
80
Chris Myers -
CEO
7 Years
51
5
1Q Results 2013 | cbbank.com |
1Q
Results 2013 | cbbank.com Who is CVB Financial Corp.
|
1Q
Results 2013 | cbbank.com 7
Source: SNL Financial
Rank
Name
Asset Size (3/31/13)
1
Wells Fargo
$1,436,634
2
Union Bank
$96,959
3
Bank of the West
$62,493
4
First Republic Bank
$35,083
5
City National Bank
$27,434
6
OneWest Bank
$25,369
7
SVB Financial
$23,102
8
East West Bank
$22,796
9
Cathay Bank
$10,521
10
CapitalSource Inc.
$8,483
11
11
CVB Financial Corp.
CVB Financial Corp.
6,266
6,266
12
BBCN
$5,839
13
Pacific Western Bank
$5,300
14
Farmers & Merchants of Long Beach
$5,071
15
Westamerica Bank
$4,888
Largest Banks Headquartered in California
In millions
In millions
$ |
144
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)
Bank Accomplishments & Ratings
1Q Results 2013 | cbbank.com |
1Q
Results 2013 | cbbank.com Our Markets |
1Q
Results 2013 | cbbank.com 10
Existing Locations
40
Business Financial Centers
5
Commercial Banking Centers
3
CitizensTrust Locations |
1Q
Results 2013 | cbbank.com Deposits*
(000s)
# of Center
Locations
Total Deposits
(3/31/12)
Total Deposits
(3/31/13)
Los Angeles County
17
$1,932,495
$1,818,916
Inland Empire
(Riverside & San Bernardino Counties)
10
$1,617,447
$1,698,844
Central Valley
11
$817,461
$834,170
Orange County
7
$545,356
$572,867
Other
0
$244,916
$261,479
Total
45
$5,157,675
$5,186,276
*Includes Customer Repurchase Agreements; Balance as of balance sheet date
Average Cost of Deposits (year to date)
0.17%
0.12% |
Non-Interest Bearing Deposits
(000s)
1Q Results 2013 | cbbank.com |
1Q
Results 2013 | cbbank.com 13
Source: Q1 2013 earnings release & other company filings, SNL Financialpeers
represent public CA , AZ, HI, NV, OR & WA banks with assets $2 -
$25 billion.
Deposit Cost Comparison |
1Q
Results 2013 | cbbank.com Total Loans*
as of 3/31/2013
*Prior to MTM discount and loan loss reserve (Includes loans Held for Sale)
(000s)
Non
-
Covered
Loans*
Covered
Loans*
Total Loans*
%
Los Angeles County
$1,198,804
$14,194
$1,212,998
35.71%
Central Valley
$646,987
$173,133
$820,120
24.15%
Inland Empire
(Riverside & San Bernardino Counties)
$601,204
$1,034
$602,238
17.73%
Orange County
$455,543
$0
$455,543
13.41%
Other
$294,463
$11,241
$305,704
9.00%
Total
$3,197,001
$199,602
$3,396,603
100.00% |
1Q
Results 2013 | cbbank.com Total Non-Covered Loans
|
Source: Q1 2013 earnings release & company reports | *Non-covered loans
Loan Portfolio Composition*
Total Loans by Type
1Q Results 2013 | cbbank.com
16 |
1Q
Results 2013 | cbbank.com New/Enhanced Lending Initiatives
Residential Real Estate
Multi-Family
Asset Based Lending
17 |
1Q
Results 2013 | cbbank.com SBA 7A
Medical Equipment/Office
Equipment Lending & Leasing
Private Banking
18
Other Lending Areas
For Future Consideration/Expansion |
(000s)
Net of Discount
Net of Discount
$184
million $20.9 million
$20.9
million 20.9 million
Includes Loans Held for Sale
Total Covered Loans
1Q Results 2013 | cbbank.com |
20
(000s)
Non-Performing Assets
Non-Covered
1Q Results 2013 | cbbank.com |
Loan
Loss Allowance/ Charge-Offs --Non-Covered--
1Q Results 2013 | cbbank.com |
22
(000s)
Classified Loans
Non-Covered
1Q Results 2013 | cbbank.com |
Profits |
Net
Income After Taxes $20.4 million FHLB
prepayment charge Net Income
1Q Results 2013 | cbbank.com |
1Q
Results 2013 | cbbank.com (000s)
2009
2010
2011
2012
3 Months to
3/31/2013
Net Interest Income
$222,264
$259,317
$234,681
$236,950
$54,589
Provision for Credit Losses
($80,500)
($61,200)
($7,068)
$0
$0
Other Operating
Income/Expenses (Net)
($52,515)
($111,378)
($106,809)
($122,257)
($24,053)
Income Taxes
($23,830)
($23,804)
($39,071)
($37,413)
($8,921)
Net Profit After Tax
$65,419
$62,935
$81,733
$77,280
$21,615
25
Earnings |
1Q
Results 2013 | cbbank.com Net Interest Margin
26
*Normalized excludes accelerated accretion on covered loans
Normalized* |
1Q
Results 2013 | cbbank.com Expenses |
Expenses
28
*Includes $20.4 million FHLB prepayment
charge 1Q Results 2013 | cbbank.com
(000s)
2010
2011
2012
3 Months to
3/31/2013
Salaries & Employee
Benefits
$69,419
$69,993
$68,496
$17,300
Promotion & Entertainment
$6,084
$4,977
$4,869
$1,258
Supplies
$3,314
$2,558
$2,212
$653
Software Licenses &
Maintenance
$5,031
$3,669
$4,269
$1,152
Professional Services
$13,308
$15,031
$6,249
$1,596
OREO Expense
$7,490
$6,729
$2,146
$330
Other
$63,846
$38,068
$49,919*
$8,509
Total:
$168,492
$141,025
$138,160
$30,798 |
1Q
Results 2013 | cbbank.com Bank Borrowings |
Debt
Repayment Activity 2013
30
(000s)
(000s)
1Q Results 2013 | cbbank.com
Type of Debt
Payoff Date
Amount
Weighted Average
Interest Rate
Subordinated Debentures
CVB Statutory Trust II
1/7/2013
3-Month LIBOR +
2.85%
CVB Statutory Trust II
4/7/2013
3-Month LIBOR +
2.85%
Total
$41,238
$
$
20,619
20,619 |
1Q
Results 2013 | cbbank.com Type of Debt
Balance at
4/30/2013
Interest Rate
FHLB Advance
$199,002
4.52% Fixed
Other Borrowings (overnight)
Subordinated Debentures
CVB Statutory Trust III
$25,774
3-Month LIBOR + 1.38%
Total
$224,776
Outstanding Debt*
as of 4/30/2013
31
(000s)
$0 |
1Q
Results 2013 | cbbank.com Capital
1Q Results 2013 | cbbank.com |
1Q
Results 2013 | cbbank.com Regulatory
Minimum Ratio
Regulatory
Well-Capitalized Ratio
March 31, 2013*
Tier 1 Risk-based Capital Ratio
4.0%
6.0%
18.36%
Total Risk-based Capital Ratio
8.0%
10.0%
19.63%
Tier 1 Leverage Ratio
4.0%
5.0%
11.54%
Tangible Capital Ratio
4.0%
5.0%
11.44%
Core Tier 1 Capital Ratio
17.21%
33
* CVB
Financial
Corp.
-
Consolidated
Capital Ratios |
Tier
1 Capital Ratio Total Risk
Based Capital Ratio
Tangible Common Equity/Tangible Assets
Peer Capital Metrics
Peers
CVBF
Source: Q1 2013 earnings release & other company filings, SNL
Financialpeers represent public CA , AZ, HI, NV, OR & WA banks
with assets $2 - $25 billion
1Q Results 2013 | cbbank.com
34 |
1Q
Results 2013 | cbbank.com Securities & Investments
1Q Results 2013 | cbbank.com |
Source: Q1 2013 earnings release. As of 3/31/2013 securities
held-to-maturity were valued at approximately $2.0 million | Yield on securities represents the fully taxable equivalent
*Securities Available For Sale
Securities portfolio totaled $2.39 billion at
3/31/2013. The portfolio represents 38.2% of the Banks total
assets
Virtually all of the Banks mortgage-backed securities were issued by
Freddie Mac or Fannie Mae which have the implied guarantee of the U.S.
government. 99% of the Banks 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
portfolio = 2.39%
for the 1st Quarter 2013
Securities Portfolio*
--$2.39 Billion--
1Q Results 2013 | cbbank.com |
Securities Portfolio*
$2.39 Billion
Mark-to-Market (Pre-tax) (000s)
*Securities Available For Sale
$60,781
$60,781
60,781
MBS &
CMOs
$24,607
Municipal
Bonds
$36,850
Other
Securities
($676)
1Q Results 2013 | cbbank.com |
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
CVBF Assets
1Q Results 2013 | cbbank.com
12/31/06
$6.1 Billion
3/31/13
$6.3 Billion |
Yield
on Securities vs. Yield on Loans *Excluding Discount Accretion
1Q Results 2013 | cbbank.com |
CVBF
Liabilities 12/31/06
5.7 Billion
3/31/13
5.5 Billion
*Includes Customer Repurchase Agreements
1Q Results 2013 | cbbank.com
$
$ |
Our
Growth Strategy 1Q Results 2013 | cbbank.com |
Our
Vision 42
1Q Results 2013 | cbbank.com
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. |
Target Customer
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
43
1Q Results 2013 | cbbank.com |
1Q
Results 2013 | cbbank.com Three Areas of Growth
44
Same Store
Same Store
Sales
Sales
DeNovo
DeNovo
Acquisitions
--Banks--
--Trust-- |
1Q
Results 2013 | cbbank.com
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 |
Our
Critical Few
Loan Growth
Expand Credit Product Offerings & Capabilities
Build Core Deposits
Drive Service Charge & Fee Income Growth
Manage Operating Efficiency
Grow Through Acquisition
1Q Results 2013 | cbbank.com |
1Q
Results 2013 | cbbank.com Copy of presentation at
www.cbbank.com |
Exhibit 99.2
Press Release | Contact: Christopher D. Myers | |||
For Immediate Release | President and Chief Executive Officer | |||
(909) 980-4030 |
CVB Financial Corp. CEO To Attend East Coast Investor Meetings
Ontario, CA, June 7, 2013 - Chris Myers, President and Chief Executive Officer of CVB Financial Corp., will be hosting one-on-one meetings with investors selected by Keefe, Bruyette & Woods, Inc. in Boston on Monday, June 10, 2013. The following day, Tuesday, June 11, 2013, Mr. Myers will be with Sterne Agee & Leach, Inc. in New York to meet with various investors.
Mr. Myers presentation will be available on CVB Financial Corp.s website at www.cbbank.com under Our Investors tab, Investor Presentation, for 90 days.
Corporate Overview
CVB Financial Corp. is the holding company for Citizens Business Bank. The Bank is the largest financial institution headquartered in the Inland Empire region of Southern California with assets of $6.3 billion. Citizens Business Bank serves 41 cities with 40 Business Financial Centers, five Commercial Banking Centers and three trust office locations serving the Inland Empire, Los Angeles County, Orange County and the Central Valley areas of California.
Shares of CVB Financial Corp. common stock are listed on the NASDAQ under the ticker symbol of CVBF. For investor information on CVB Financial Corp., visit our Citizens Business Bank website at www.cbbank.com and click on the Our Investors tab.
###
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