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CVBF > SEC Filings for CVBF > Form 10-Q on 5-Nov-2009All Recent SEC Filings

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Form 10-Q for CVB FINANCIAL CORP


5-Nov-2009

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 this discussion and analysis should be read in conjunction with the Company's 2008 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, 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; oversupply of inventory and continued deterioration in values of California real estate, both residential and commercial; a prolonged slowdown in 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 acquisitions we may make; the effect of changes in laws and regulations (including laws and regulations concerning taxes, banking, 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; 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; 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 effect 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. 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, 2008. 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 Orange National Bancorp. We are also the common stockholder of CVB Statutory Trust I, CVB Statutory Trust II and CVB Statutory Trust III, statutory trusts which were formed to issue trust preferred securities in order to increase the capital of the Company. Through our acquisition of FCB in June 2007, we acquired FCB Capital Trust II, another statutory trust. We are based in Ontario, California in what is known as the "Inland Empire" of California. 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


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portion of California. 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.
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. Unemployment is high and the Inland Empire and other areas of our marketplace have been significantly impacted as economic conditions, both nationally and in California, 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. Our provision for credit losses for the first nine months of 2009, which was significantly higher than our provision for credit losses for the first nine months of 2008, reflects an increase in our classified loans, as we continue to see the impact of deteriorating economic conditions on our loan portfolio. Continued weaknesses in the local and state 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 consider acquisition targets, including FDIC-assisted acquisitions, which will enable us to meet our business objectives and enhance shareholder value along with organic growth. Since 2000, we have acquired four banks and a leasing company, and we have opened four de novo branches: Bakersfield, Fresno, Madera, and Stockton, California. We also have five Commercial Banking Centers. Although able to take deposits, these centers operate primarily as sales offices and focus on business clients and their principals, professionals, and high net-worth individuals. One of these centers is located in the San Fernando Valley. The other four centers are located within a Business Financial Center in San Bernardino, Los Angeles and Orange counties. For a discussion of our recent acquisition of San Joaquin Bank, see "Recent Developments" below.
The full impact of the decreases in interest rates on deposits during 2008 was realized during the first nine months of 2009. Our net interest income before provision for credit losses of $164.2 million, increased by $22.6 million or 15.93%, compared to net interest income before provision for credit losses of $141.6 million for the same period in 2008. The Bank has always had an excellent base of interest free deposits primarily due to our specialization in businesses and professionals as customers. As of September 30, 2009, 35.07% of our deposits are interest-free. This has allowed us to have a low cost of deposits, currently 0.66% for the first nine months of 2009, which contributed to a substantial reduction in interest expense for the first nine months of 2009 compared to the same period last year.
Our net income decreased to $48.4 million for the first nine months of 2009 compared with $50.8 million for the first nine months of 2008, a decrease of $2.4 million or 4.82%. The decrease of $2.4 million is primarily the result of the increase in provision for credit losses of $46.3 million and an increase in non-interest expense of $6.4 million, offset by an increase in net interest income before provision for credit losses of $22.6 million and gain on sale of securities of $28.4 million. Diluted earnings per common share decreased to $0.40 per share for 2009, from $0.61 per share in 2008. A substantial portion of the decrease in diluted earnings per share is associated with dividends paid and amortization of the discount on our preferred stock which was repaid in the current quarter.
Our net income increased to $19.3 million for the quarter ended September 30, 2009 compared with $17.5 million for the same period in 2008, an increase of $1.8 million or 10.66%. The increase of $1.8 million is primarily the result of the gain of sale of securities of $6.9 million and an increase in net interest income of $5.8 million, offset by an increase in provision for credit losses of $9.0 million.


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Diluted earnings per common share decreased to $0.10 per share for the third quarter of 2009 from $0.21 per share for the third quarter of 2008. Due to the repurchase of preferred stock, current-quarter diluted earnings per common share reflected a one-time, non-cash reduction in net income applicable to common stockholders of $7.6 million, or $.07 per share.
RECENT DEVELOPMENTS On October 16, 2009, the Bank acquired substantially all of the assets and assumed substantially all of the liabilities of San Joaquin Bank ("SJB") headquartered in Bakersfield, California from the FDIC as receiver for SJB, including all five SJB branches. Based upon a preliminary closing with the FDIC as of October 16, 2009, the Bank acquired (a) an estimated $690 million in loans, (b) $24 million in investment securities, and (c) $18 million in cash and other assets, and assumed (a) an estimated $530 million in deposits, (b) $121 million in borrowings, and (c) $1 million in other liabilities. The foregoing amounts represent SJB's book value and do not reflect fair value. These amounts are estimates and, accordingly, are subject to adjustment based upon final settlement with the FDIC. The Company is currently in the process of determining fair value amounts.
On October 28, 2009, the Company repurchased the warrant issued to the U.S. Treasury as part of the U.S. Treasury's Capital Purchase Program. The repurchase price of $1,307,000 was recorded in additional paid-in-capital on the balance sheet. The warrant to purchase 1,669,521 shares of the Company's voting common stock at an exercise price of $11.68 was reduced in half to 834,761 shares, upon completion of the Company's common stock offering on July 27, 2009.
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 valuation of the investment portfolio and these estimates do impact the presentation of our financial condition and results of operations. 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. Realized gains and losses on sales


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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 effective-yield method over the terms of the securities. Our investment in Federal Home Loan Bank ("FHLB") stock is carried at cost.
At each reporting date, securities are assessed to determine whether there is an other-than-temporary impairment. Other-than-temporary impairment on investment securities is recognized in earnings when there are credit losses on a debt security for which management does not intend to sell and for which it is more-likely-than-not that the Company will not have to sell prior to recovery of the noncredit impairment. In those situations, the portion of the total impairment that is attributable to the credit loss would be recognized in earnings, and the remaining difference between the debt security's amortized cost basis and its fair value would be included in other comprehensive income.
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.
ANALYSIS OF THE RESULTS OF OPERATIONS
Earnings
We reported net earnings of $48.4 million for the nine months ended September 30, 2009. This represented a decrease of $2.4 million or 4.82%, from net earnings of $50.8 million for the nine months ended September 30, 2008 primarily due to an increase in loan loss provision of $46.3 million and an increase in non-interest expense of $6.4 million, offset by gains on sales of securities of $28.4 million and an increase in our net interest income of $22.6 million year over year. Basic and diluted earnings per common share for the nine-month period decreased to $0.40 per share for 2009, compared to $0.61 earnings per common share for 2008. The annualized return on average assets was 0.99% for the nine months of 2009 compared to an annualized return on average assets of 1.07% for the nine months of 2008. The annualized return on average equity was 10.01% for the nine months ended September 30, 2009, compared to an annualized return of 15.10% for the nine months ended September 30, 2008. The decrease in annualized return on average equity for the nine-month period is attributed to an increase in our average equity balance as a result of the preferred stock we issued to the U.S. Treasury in December 2008 as a result of our participation in the Treasury's Capital Purchase Program. During the third quarter, we raised $132.5 million in gross proceeds from common stock issuance and repurchased all of the preferred stock issued to the U.S. Treasury.
For the quarter ended September 30, 2009, our net earnings were $19.3 million. This represented an increase of $1.8 million or 10.66%, from net earnings of $17.5 million, for the third quarter of 2008. Basic and diluted earnings per common share decreased to $0.10 per share for the third quarter of 2009


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compared to $0.21 per share for the third quarter of 2008. The annualized return on average assets was 1.17% and 1.08% for the third quarter of 2009 and 2008, respectively. The annualized return on average equity was 11.33% and 15.55% for the third quarter of 2009 and 2008, respectively. 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 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, before the provision for credit losses, totaled $164.2 million for the nine months ended September 30, 2009. This represented an increase of $22.6 million, or 15.93%, over net interest income, before provision for credit losses, of $141.6 million for the same period in 2008. The increase in net interest income of $22.6 million resulted from a $41.6 million decrease in interest expense, offset by an $19.0 million decrease in interest income.
Interest income totaled $230.7 million for the first nine months of 2009. This represented a decrease of $19.0 million, or 7.63%, compared to total interest income of $249.7 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 5.18% for the nine months of 2009 from 5.75% for the same period of 2008, or 57 basis points. Average earning assets increased by $164.9 million, or 2.74%, from $6.01 billion to $6.18 billion.
Interest expense totaled $66.5 million for the first nine months of 2009. This represented a decrease of $41.6 million, or 38.50%, from total interest expense of $108.1 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 1.98% for the first nine months of 2009 from 3.10% for the same period in 2008, or 112 basis points. The decrease in rates paid on deposits and borrowings was offset by an increase in average interest-bearing deposits of $460.6 million, or 23.09%, from $1.99 billion to $2.46 billion.
For the third quarter ended September 30, 2009, our net interest income, before provision for credit losses, totaled $54.8 million. This represented an increase of $5.8 million, or 11.82%, over net interest income of $49.0 million for the same period in 2008. The increase in net interest income of $5.8 million resulted from a decrease of $13.4 million in interest expense, offset by a $7.6 million decrease in interest income.
Interest income totaled $75.9 million for the third quarter of 2009. This represented a decrease of $7.6 million, or 9.09%, compared to total interest income of $83.5 million for the same period last year. The decrease in interest income for the third quarter ending September 30, 2009 as compared to the third quarter ending September 30, 2008 was primarily the result of the decrease in average yield on earning assets to 5.11% for the third quarter of 2009 from 5.65% for the same period of 2008, or 54 basis points. Average earning assets increased by $54.6 million, or 0.90%, from $6.09 billion to $6.14 billion.


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Interest expense totaled $21.1 million for the third quarter of 2009. This represented a decrease of $13.4 million or 38.79%, from total interest expense of $34.5 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 1.89% for the third quarter ending September 30, 2009 from 2.91% for the same period in 2008, or 102 basis points. The decrease in yields was offset by an increase in average interest-bearing deposits of $658.8 million, or 34.03%, from $1.94 billion to $2.59 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, 2009 and 2008. Yields for tax-preferenced investments are shown on a taxable equivalent basis using a 35% tax rate.
TABLE 1 - Distribution of Average Assets, Liabilities, and Stockholders' Equity; Interest Rates and Interest Differentials

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