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CVBF > SEC Filings for CVBF > Form 10-Q on 6-Nov-2008All Recent SEC Filings

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Form 10-Q for CVB FINANCIAL CORP


6-Nov-2008

Quarterly Report


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

GENERAL
Management's discussion and analysis is written to provide greater insight into the results of operations and the financial condition of CVB Financial Corp. and its subsidiaries. Throughout this discussion, "Company" refers to CVB Financial Corp. and its subsidiaries as a consolidated entity. "CVB" refers to CVB Financial Corp. as the unconsolidated parent company and "Bank" refers to Citizens Business Bank. For a more complete understanding of the Company and its operations, reference should be made to the financial statements included in this report and in the Company's 2007 Annual Report on Form 10-K. 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. Our 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, economic conditions including changes resulting from a prolonged economic downturn, adverse capital and credit market conditions and volatility within those markets, competition in the geographic and business areas in which we conduct operations, natural disasters, ability to successfully integrate acquisitions, fluctuations in interest rates, ability of borrowers to perform under the terms of their loans, credit quality, and government regulations. For additional information concerning these factors and other factors which may cause actual results to differ from the results discussed in our forward-looking statements, see the periodic filings the Company makes with the Securities and Exchange Commission, and in particular "Item 1A. Risk Factors" contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2007. The Company does not undertake, and specifically disclaims, any obligation to update any forward-looking statements to reflect the occurrence of events or circumstances after the date of such statements except as required by law.
OVERVIEW We are a bank holding company with one bank subsidiary, Citizens Business Bank. We have three other inactive subsidiaries: CVB Ventures, Inc.; Chino Valley Bancorp and ONB Bancorp. We are also the common stockholder of CVB Statutory Trust I, CVB Statutory Trust II and CVB Statutory Trust III which were formed to issue trust preferred securities in order to increase the capital of the Company. Through our acquisition of FCB in September 2007, we acquired FCB Capital Trust I and II. We are based in Ontario, California in what is known as the "Inland Empire". Our geographical market area encompasses the City of Stockton (the middle of the Central Valley) in the center of California to the City of Laguna Beach (in Orange County) in the southern portion of California. Through our acquisition of FCB our geographic market has expanded to include the South Bay region of Los Angeles County. Our mission is to offer the finest financial products and services to professionals and businesses in our market area.
Our primary source of income is from the interest earned on our loans and investments and our primary area of expense is the interest paid on deposits, borrowings, and salaries and benefits. As such our net income is subject to fluctuations in interest rates and their impact on our income statement. We are also subject to competition from other financial institutions, which may affect our pricing of products and services, and the fees and interest rates we can charge on them, as well as our net interest margin.
Economic conditions in our California service area impact our business. We have seen a significant decline in the housing market resulting in slower growth in construction loans and a decrease in deposit balances from escrow companies. Unemployment is increasing. Job growth is slowing and the Inland Empire and other areas of our marketplace have been significantly impacted as economic conditions continue to deteriorate. Approximately 22% of our total loan portfolio of $3.6 billion is located in the Inland Empire region of California. The balance of the portfolio is from outside of this region.


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Weaknesses in the local economy could adversely affect us through diminished loan demand, credit quality deterioration, and increases in loan delinquencies and defaults.
Over the past few years, we have been active in acquisitions and we will continue to pursue acquisition targets which will enable us to meet our business objectives and enhance shareholder value. Since 2000, we have acquired four banks and a leasing company, and we have opened five de novo branches: Glendale, Bakersfield, Fresno, Madera, and Stockton. In February 2008, we opened our first Commercial Banking Center in Encino, California. In May 2008, we opened two additional Commercial Banking Centers, one for the Inland Empire region and one for Orange County. These centers will operate primarily as a sales office and focus on business clients and their principals, professionals, and high net-worth individuals.
Our net income increased to $50.8 million for the first nine months of 2008 compared with $47.2 million for the first nine months of 2007, an increase of $3.6 million or 7.58%. Diluted earnings per share increased to $0.61 per share for 2008, from $0.56 per share in 2007. The increase of $3.6 million is primarily the result of the decrease in interest expense by $28.0 million offset by a decrease in interest income of $6.1 million, increases in other operating expenses of $9.9 million and an increase of $8.7 million in provision for credit losses.
Net income increased to $17.5 million for the quarter ended September 30, 2008 compared with $16.1 million for the same period in 2007, an increase of $1.3 million or 8.31%. Diluted earnings per share increased to $0.21 per share for the third quarter of 2008, from $0.19 per share for the third quarter of 2007. The increase of $1.3 million is primarily the result of the decrease in interest expense by $11.7 million offset by a decrease in interest income of $4.4 million, increases in other operating expenses of $1.8 million and an increase of $4.0 million in provision for credit losses.
Although our loans and investments for the first nine months of 2008 compared with the first nine months of 2007 has grown, our interest income has decreased slightly due to lower interest rates. The Bank has always had an excellent base of interest free deposits primarily due to our specialization in businesses and professionals as customers. This has allowed us to have a low cost of deposits, currently 1.16% for the nine months of 2008.
CRITICAL ACCOUNTING ESTIMATES Critical accounting estimates are defined as those that are reflective of significant judgments and uncertainties, and could potentially result in materially different results under different assumptions and conditions. We believe that our most critical accounting estimates upon which our financial condition depends, and which involve the most complex or subjective decisions or assessments are as follows:
Allowance for Credit Losses: Arriving at an appropriate level of allowance for credit losses involves a high degree of judgment. Our allowance for credit losses provides for probable losses based upon evaluations of known and inherent risks in the loan portfolio. The determination of the balance in the allowance for credit losses is based on an analysis of the loan and lease finance receivables portfolio using a systematic methodology and reflects an amount that, in our judgment, is adequate to provide for probable credit losses inherent in the portfolio, after giving consideration to the character of the loan portfolio, current economic conditions, past credit loss experience, and such other factors as deserve current recognition in estimating inherent credit losses. The provision for credit losses is charged to expense. For a full discussion of our methodology of assessing the adequacy of the allowance for credit losses, see the "Risk Management" section of this Management's Discussion and Analysis of Financial Condition and Results of Operations.
Investment Portfolio: The investment portfolio is an integral part of the Company's financial performance. We invest primarily in fixed income securities. Accounting estimates are used in the presentation of the investment portfolio and these estimates do impact the presentation of our financial


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condition and results of operations. Many of the securities included in the investment portfolio are purchased at a premium or discount. The premiums or discounts are amortized or accreted over the life of the security. For mortgage-related securities (i.e., securities that are collateralized and payments received from underlying mortgages), the amortization or accretion is based on estimated average lives of the securities. The lives of these securities can fluctuate based on the amount of prepayments received on the underlying collateral of the securities. The amount of prepayments varies from time to time based on the interest rate environment (i.e., lower interest rates increase the likelihood of refinances) and the rate of turnover of the mortgages (i.e., how often the underlying properties are sold and mortgages paid-off). We use estimates for the average lives of these mortgage-related securities based on information received from third parties whose business it is to compile mortgage related data and develop a consensus of that data. We adjust the rate of amortization or accretion regularly to reflect changes in the estimated average lives of these securities.
We classify as held-to-maturity those debt securities that we have the positive intent and ability to hold to maturity. Securities classified as trading are those securities that are bought and held principally for the purpose of selling them in the near term. All other debt and equity securities are classified as available-for-sale. Securities held-to-maturity are accounted for at cost and adjusted for amortization of premiums and accretion of discounts. Trading securities are accounted for at fair value with the unrealized holding gains and losses being included in current earnings. Securities available-for-sale are accounted for at fair value, with the net unrealized gains and losses, net of income tax effects, presented as a separate component of stockholders' equity. At each reporting date, securities are assessed to determine whether there is an other-than-temporary impairment. Such impairment, if any, is required to be recognized in current earnings rather than as a separate component of stockholders' equity. Realized gains and losses on sales of securities are recognized in earnings at the time of sale and are determined on a specific-identification basis. Purchase premiums and discounts are recognized in interest income using the interest method over the terms of the securities, except for mortgage-related securities as discussed in the previous paragraph. Our investment in Federal Home Loan Bank ("FHLB") stock is carried at cost.
Income Taxes: We account for income taxes using the asset and liability method by deferring income taxes based on estimated future tax effects of differences between the tax and book basis of assets and liabilities considering the provisions of enacted tax laws. These differences result in deferred tax assets and liabilities, which are included in our balance sheets. We must also assess the likelihood that any deferred tax assets will be recovered from future taxable income and establish a valuation allowance for those assets determined to not likely be recoverable. Our judgment is required in determining the amount and timing of recognition of the resulting deferred tax assets and liabilities, including projections of future taxable income. Although we have determined a valuation allowance is not required for any of our deferred tax assets, there is no guarantee that these assets are recoverable.
Goodwill and Intangible Assets: We have acquired entire banks and branches of banks. Those acquisitions accounted for under the purchase method of accounting have given rise to goodwill and intangible assets. We record the assets acquired and liabilities assumed at their fair value. These fair values are determined through the use of internal and external valuation techniques. The purchase price is allocated to assets and liabilities, including identified intangibles. The identified intangibles are amortized over the estimated lives of the assets or liabilities. Any excess purchase price after this allocation results in goodwill. Goodwill is tested on an annual basis for impairment.
RECENT DEVELOPMENTS There have been significant disruptions in the U.S. and international financial system during the period covered by this report. As a result, available credit has been reduced or ceased to exist. The reduction in availability of credit, loss of confidence in the entire financial sector, and volatility in financial markets adversely affects the Company and the Bank. Although we do not actively lend in the home mortgage market, we have experienced a decline in fair value of some of our investment securities as a result of the disruptions in the financial markets. Continued disruptions in the financial system are


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likely to have an ongoing adverse impact on all institutions in the U.S. banking and financial industries. The U.S. government, the governments of other countries, and multinational institutions have provided vast amounts of liquidity and capital into the banking system.
In response to the financial crises affecting the overall banking system and financial markets in the United States, on October 3, 2008, the Emergency Economic Stabilization Act of 2008 ("EESA") was enacted. Under that act, the United States Treasury Department ("Treasury") has authority, among other things, to purchase mortgages, mortgage backed securities and certain other financial instruments from financial institutions for the purpose of stabilizing and providing liquidity to the U.S. financial markets.
On October 3, 2008, the Troubled Asset Relief Program ("TARP") was signed into law. TARP gave the Treasury authority to deploy up to $750 billion into the financial system with an objective of improving liquidity in capital markets. On October 24, 2008, Treasury announced plans to direct $250 billion of this authority into preferred stock investments in banks. The general terms of this preferred stock program include:
• dividends on the Treasury's preferred stock at a rate of 5% for the first five years and 9% dividends thereafter;

• stock splits are prohibited, but common stock dividends are allowed;

• common stock dividends cannot be increased for three years while Treasury is an investor unless preferred stock is redeemed or consent from Treasury is received;

• the Treasury preferred stock cannot be redeemed for three years unless the participating institution raises qualifying private capital;

• Treasury must consent to any buy back of other stock (common or other preferred);

• Treasury receives warrants equal to 15% of Treasury's total investment in the participating institution;

• participating institution's executives must agree to certain compensation restrictions, and

• restrictions on the amount of executive compensation which is tax deductible.

The term of this Treasury preferred stock program could reduce investment returns to participating banks' shareholders by restricting dividends to common shareholders, diluting existing shareholders' interests, and restricting capital management practices. The Company and the Bank meet all applicable regulatory capital requirements and remain well capitalized. We currently expect to participate in the TARP capital purchase program and have made an application for the sale of shares of its preferred stock.
Federal and state governments could pass additional legislation responsive to current credit conditions. As a result, we could experience higher credit losses because of federal or state legislation or regulatory action that reduces the principal amount or interest rate under existing loan contracts. Also, we could experience higher credit losses because of federal or state legislation or regulatory action that limits the Bank's ability to foreclose on property or other collateral or makes foreclosure less economically feasible.
The Federal Deposit Insurance Corporation ("FDIC") insures deposits at FDIC insured financial institutions up to certain limits. The FDIC charges insured financial institutions premiums to maintain the Deposit Insurance Fund. Current economic conditions have increased expectations for bank failures, in which case, the FDIC would take control of failed banks and ensure payment of deposits up to insured limits using the resources of the Deposit Insurance Fund. In such case, the FDIC may increase premium assessments to maintain adequate funding of the Deposit Insurance Fund, including requiring riskier institutions to pay a larger share of the premiums. An increase in premium assessments would increase the Company's expenses. The EESA included a provision for an increase in the amount of deposits insured by FDIC to $250,000 until December 2009. On October 14, 2008, the FDIC announced a new program - the Temporary Liquidity Guarantee Program that provides unlimited deposit insurance on funds in noninterest-bearing transaction deposit accounts not otherwise covered by the existing deposit insurance


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limit of $250,000. All eligible institutions will be covered under the program for the first 30 days without incurring any costs. After the initial period, participating institutions will be assessed an annualized 10 basis point surcharge on the additional insured deposits. The behavior of depositors in regard to the level of FDIC insurance could cause the Bank's existing customers to reduce the amount of deposits held at the Bank, or could cause new customers to open deposit accounts at the Bank. We have decided to remain in this program for the benefit of our customer base. The level and composition of our deposit portfolio directly impacts our funding cost and net interest margin. As a result of these measures, it is likely that the premiums we pay for FDIC insurance will increase, which would adversely affect net income. The impact of such measures cannot be assessed at this time.
The actions described above, together with additional actions announced by the Treasury and other regulatory agencies continue to develop. It is not clear at this time what impact, EESA, TARP, other liquidity and funding initiatives of the Treasury and other bank regulatory agencies that have been previously announced, and any additional programs that may be initiated in the future will have on the financial markets and the financial services industry. The extreme levels of volatility and limited credit availability, currently being experienced, could continue to affect the U.S. banking industry and the broader U.S. and global economies, which will have an affect on all financial institutions, including the Company.
ANALYSIS OF THE RESULTS OF OPERATIONS
Earnings
We reported net earnings of $50.8 million for the nine months ended September 30, 2008. This represented an increase of $3.6 million or 7.58%, over net earnings of $47.2 million for the nine months ended September 30, 2007. Basic and diluted earnings per share for the nine-month period increased to $0.61 per share for 2008, compared to $0.56 per share for 2007. The annualized return on average assets was 1.07% for the nine months of 2008 compared to an annualized return on average assets of 1.04% for the nine months of 2007. The annualized return on average equity was 15.10% for the nine months ended September 30, 2008, compared to an annualized return of 15.82% for the nine months ended September 30, 2007. The decrease in annualized return on average equity for the nine month period is attributed to a higher average equity balance in 2008, as a result of unrealized gains recorded in other comprehensive income during the first three months of 2008 and earnings in excess of dividends.
For the quarter ended September 30, 2008, our net earnings were $17.5 million. This represented an increase of $1.3 million or 8.31%, over net earnings of $16.1 million, for the third quarter of 2007. Basic and diluted earnings per share increased to $0.21 per share for the third quarter of 2008 compared to $0.19 per share for the third quarter of 2007. The annualized return on average assets was 1.08% for the third quarter of 2008 and 1.04% for the third quarter of 2007. The annualized return on average equity was 15.55% for the third quarter of 2008 compared to an annualized return on average equity of 15.99% for the third quarter of 2007.
Net Interest Income
The principal component of our earnings is net interest income, which is the difference between the interest and fees earned on loans and investments (earning assets) and the interest paid on deposits and borrowed funds (interest-bearing liabilities). Net interest margin is the taxable-equivalent of net interest income as a percentage of average earning assets for the period. The level of interest rates and the volume and mix of earning assets and interest-bearing liabilities impact net interest income and net interest margin. The net interest spread is the yield on average earning assets minus the cost of average interest-bearing liabilities. Our net interest income, interest spread, and net interest margin are sensitive to general business and economic conditions. These conditions include short-term and long-term interest rates, inflation, monetary supply, and the strength of the economy, in general, and the local economies in which we conduct business. Our ability to manage the net interest income during changing interest rate environments will have a significant impact on our overall performance. Our balance sheet is currently


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liability-sensitive; meaning interest-bearing liabilities will generally reprice more quickly than earning assets. Therefore, our net interest margin is likely to decrease in sustained periods of rising interest rates and increase in sustained periods of declining interest rates. We manage net interest income by affecting changes in the mix of earning assets as well as the mix of interest-bearing liabilities, changes in the level of interest-bearing liabilities in proportion to earning assets, and in the growth of earning assets.
Our net interest income, after the provision for credit losses, totaled $132.9 million for the nine months ended September 30, 2008. This represented an increase of $13.2 million, or 11.00%, over net interest income, after provision for credit losses, of $119.8 million for the same period in 2007. The increase in net interest income of $13.2 million resulted from a $28.0 million decrease in interest expense, offset by a $6.1 million decrease in interest income and $8.7 million provision for credit losses recorded in the first nine months of 2008.
Interest income totaled $249.7 million for the first nine months of 2008. This represented a decrease of $6.1 million, or 2.38%, compared to total interest income of $255.8 million for the same period last year. The decrease in interest income was primarily the result of the decrease in average yield on earning assets to 5.75% for the nine months of 2008 from 6.20% for the same period of 2007, or 45 basis points. Average earning assets increased by $342.3 million, or 6.04%, from $5.67 billion to $6.01 billion.
Interest expense totaled $108.1 million for the first nine months of 2008. This represented a decrease of $28.0 million, or 20.56%, from total interest expense of $136.0 million for the same period last year. The decrease in interest expense was primarily the result of a decrease in the average rate paid on interest-bearing liabilities to 3.10% for the first nine months of 2008 from 4.18% for the same period in 2007, or 108 basis points. The decrease in yields and deposits was offset by an increase in average borrowings of $431.3 million, or 19.83%, from $2.17 billion to $2.61 billion.
For the third quarter ended September 30, 2008, the Company's net interest income, after provision for credit losses, totaled $45.0 million. This represented an increase of $3.3 million, or 7.92%, over net interest income of $41.7 million for the same period in 2007. The increase in net interest income of $3.3 million for the third quarter of 2008 resulted from a decrease of $11.7 million in interest expense, offset by a $4.4 million decrease in interest income and $4.0 million provision of credit losses recorded in the third quarter of 2008.
Interest income totaled $83.5 million for the third quarter of 2008. This represented a decrease of $4.4 million, or 4.98%, compared to total interest income of $87.9 million for the same period last year. The decrease in interest income for the third quarter ending September 30, 2008 as compared to the third quarter ending September 30, 2007 was primarily the result of the decrease in average yield on earning assets to 5.65% for the third quarter of 2008 from 6.28% for the same period of 2007, or 63 basis points. Average earning assets increased by $360.3 million, or 6.29%, from $5.73 billion to $6.09 billion.
Interest expense totaled $34.5 million for the third quarter of 2008. This represented a decrease of $11.7 million or 25.29%, from total interest expense of $46.2 million for the same period last year. The decrease in interest expense was primarily the result of a decrease in the average rate paid on interest-bearing liabilities to 2.91% for the third quarter ending September 30, 2008 from 4.16% for the same period in 2007, or 125 basis points. The decrease in yields was offset by an increase in average borrowings of $549.9 million, or 25.39%, from $2.17 billion to $2.72 billion.
Table 1 shows the average balances of assets, liabilities, and stockholders' equity and the related interest income, expense, and yields/rates for the nine-month and three-month period ended September 30, 2008 and 2007. Yields for tax-preferenced investments are shown on a taxable equivalent basis using a 35% tax rate.


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