Cvb Financial Corporation · NASDAQ:CVBF
Cvb Financial — Merger or Acquisition (November 2015)
47 slides from Cvb Financial's merger presentation, Nov 30, 2015
Slide 1: December 2015 Exhibit 99.1
December 2015 Exhibit 99.1 Exhibit 99.1 Filed by CVB Financial Corp. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: County Commerce Bank Filer’s SEC File No.: 0-10140
Slide 2: Safe Harbor
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 regard
Slide 3: CVB Financial Corp. (CVBF)
Total Assets: $7.6 Billion Gross Loans: $3.8 Billion Total Deposits (Including Repos): $6.6 Billion Total Equity: $921 Million Source: Q3 2015 earnings release & company filings. CVB Financial Corp. (CVBF) Largest financial institution headquartered in the Inland Empire region of Southern California
Slide 4: Experienced Leadership
Experienced Leadership Name Position Banking Experience CVBF Service Christopher D. Myers President & CEO 31 Years 9 Years Richard C. Thomas Executive Vice President Chief Financial Officer 6 Years 5 Years James F. Dowd Executive Vice President Chief Credit Officer 38 Years 7 Years David C. Harvey E
Slide 5: Board of Directors
Board of Directors Name CVB Experience Age Ray O’Brien - Chairman 4 Years George Borba Jr. - Vice Chairman 3 Years Steve Del Guercio 3 Years Robert Jacoby 10 Years Kristina Leslie NEW Hal Oswalt 2 Years San Vaccaro 16 Years Chris Myers - CEO 9 Years
Slide 6: Who is CVB Financial Corp.?
Who is CVB Financial Corp.?
Slide 7: Largest Banks Headquartered in California
10 CVB Financial Corp. $7,626 Largest Banks Headquartered in California Source: SNL Financial In millions Rank Name Asset Size (9/30/15) Wells Fargo $1,751,265 Union Bank $114,358 Bank of the West $74,023 First Republic Bank $55,375 SVB Financial $41,734 City National Bank $35,576 East West Bank $31
Slide 8: Bank Accomplishments & Ratings
Bank Accomplishments & Ratings 154 Consecutive Quarters of Profitability 104 Consecutive Quarters of Cash Dividends #5 Rated Bank: BankDirector Magazine Bank Performance Scorecard (August 2015) BauerFinancial Report Five Star Rating (June 2015) 81 Consecutive Quarters Fitch Rating BBB (September 201
Slide 9: CVB Financial Corp.
CVB Financial Corp.
Slide 10: Existing Locations
Existing Locations 40 Business Financial Centers 7 Commercial Banking Centers 3 CitizensTrust Locations Corporate Office Business Financial Centers Commercial Banking Centers CitizensTrust Ventura – NEW Opened January 2015
Slide 11: New Acquisition County Commerce Bank 'CNYB'
New Acquisition County Commerce Bank ‘CNYB’
Slide 12: Transaction Highlights Overview
Transaction Highlights Overview CNYB Balance Sheet (000’s) as of 9/30/2015 Headquarters Oxnard, CA Establishment Date Total Branches Number of Employees Total Assets $257,137 Total Loans $162,169 Total Deposits $223,253
Slide 13: Geographic Locations
Geographic Locations Citizens Business Bank County Commerce Bank
Slide 14: 'CNYB' Purchase Price
‘CNYB’ Purchase Price • $41.25 Million (50% Cash, 50% Stock) • 1.70 x Tangible Book • 3.5 Years Earn-back
Slide 15: Financial Performance
Financial Performance
Slide 16: Deposits
Deposits* (000’s) # of Center Locations Total Deposits (9/30/14) Total Deposits (9/30/15) Los Angeles County $2,095,048 $2,448,973 Inland Empire (Riverside & San Bernardino Counties) $2,069,631 $2,030,689 Orange County $934,747 $936,291 Central Valley $881,252 $868,210 Other $307,439 $285,483 Total
Slide 17: Total Deposits
Total Deposits* $500,000 $1,500,000 $2,500,000 $3,500,000 $4,500,000 $5,500,000 $6,500,000 $7,500,000 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Non-Int Bearing Dep Interest Bearing Deposits* (000’s) *Interest Bearing Deposits includes REPOs
Slide 18: Deposit Cost Comparison
Deposit Cost Comparison Source: Q3 2015 earnings release & other company filings, SNL Financial—peers represent public CA , AZ, HI, NV, OR & WA banks with assets $2 - $25 billion. Peer Data is as of 09/30/2015 0.00% 0.10% 0.20% 0.30% 0.40% 0.50% 0.60% 0.70% 0.80% 0.90% 1.00% Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4
Slide 19: Total Loans
Total Loans* (000’s) # of Center Locations Average Loans per Location Total Loans* (9/30/2015) Los Angeles County $87,362 $1,572,507 Central Valley $76,698 $690,283 Inland Empire (Riverside & San Bernardino Counties) $72,572 $653,150 Orange County $56,296 $506,666 Other - - $313,770 Total $3,736,376
Slide 20: Total Loans
$2,000,000 $2,200,000 $2,400,000 $2,600,000 $2,800,000 $3,000,000 $3,200,000 $3,400,000 $3,600,000 $3,800,000 $4,000,000 $4,200,000 $4,400,000 Q1 Q2Q3 Q4 Q1 Q2Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Total Loans* Total Loans* (000’s) *Starting in the th quarter of 2014, covered and non-cov
Slide 21: Loan Portfolio Composition
Loan Portfolio Composition Total Loans by Type Municipal Lease Finance Receivables, 2.0% Dairy, Livestock & Agribusiness, 5.6% Commercial & Industrial, 11.1% Construction RE, 1.5% Commercial RE - Owner Occupied, 25.5% Commercial RE- Non-Owner, 41.0% Multi-Family, 5.6% SFR Mortgage, 5.9% Other, 1.8%
Slide 22: CVB Financial Corp.
CVB Financial Corp.
Slide 23: Non-Performing Assets
Non-Performing Assets* $- $20,000 $40,000 $60,000 $80,000 $100,000 $120,000 $140,000 $160,000 $180,000 $200,000 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Non-Performing Loans OREO (000’s) *Non-Covered assets | Starting in the th quarter of 2014, covered and non
Slide 24: Classified Loans
Classified Loans* $- $100,000 $200,000 $300,000 $400,000 $500,000 $600,000 $700,000 $800,000 Q1 Q2Q3 Q4 Q1 Q2Q3 Q4 Q1 Q2Q3 Q4 Q1 Q2Q3 Q4 Q1 Q2Q3 Q4 Q1 Q2Q3 Q4 Q1 Q2 Q3 (000’s) *Non-Covered loans| Starting in the th quarter of 2014, covered and non-covered loans are combined
Slide 25: Loans: Net Charge-Offs
Loans: Net Charge-Offs* *Non-Covered | Starting in the th quarter of 2014, covered and non-covered loans are combined
Slide 26: CVB Financial Corp.
CVB Financial Corp.
Slide 27: Net Income
Net Income $- $2,500 $5,000 $7,500 $10,000 $12,500 $15,000 $17,500 $20,000 $22,500 $25,000 $27,500 $30,000 $32,500 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 (000’s) Net Income After Taxes $20.4 million FHLB prepayment charge $13.9 million FHLB prepayment charge
Slide 28: Earnings Summary 2011-2015
(000’s) 2011 2012 2013 2014 9 Months to 09/30/2015 Net Interest Income $234,681 $236,950 $216,266 $236,514 $189,684 Provision for Loan Losses ($7,068) $0 $16,750 $16,100 $4,500 Other Operating Income/Expenses (Net) ($106,809) ($122,257) ($88,741) ($89,817) ($83,978) Income Taxes ($39,071) ($37,413)
Slide 29: Net Interest Margin
Net Interest Margin 1.50% 1.75% 2.00% 2.25% 2.50% 2.75% 3.00% 3.25% 3.50% 3.75% 4.00% 4.25% Q1 Q2 Q3Q4 Q1Q2 Q3Q4 Q1 Q2Q3 Q4Q1 Q2Q3 Q4Q1 Q2 Q3Q4 Q1Q2 Q3Q4 Q1 Q2Q3 Q4Q1 Q2Q3 Q4 Q1Q2 Q3 *Normalized tax-equivalent excludes accretion on covered loans (Purchase Credit Impaired) Normalized* 2.92% 3.92% 3.6
Slide 30: Efficiency & Expenses
Efficiency & Expenses
Slide 31: Efficiency Ratio
Efficiency Ratio $20.4 million FHLB prepayment charge $13.9 million FHLB prepayment charge 0.00% 10.00% 20.00% 30.00% 40.00% 50.00% 60.00% 70.00% 80.00% 90.00% Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Efficiency Ratio
Slide 32: Non-Interest Expense
Non-Interest Expense as a % of Average Assets 1.71% $20.4 million FHLB prepayment charge $13.9 million FHLB prepayment charge 0.00% 0.50% 1.00% 1.50% 2.00% 2.50% 3.00% 3.50% Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Non-Interest Expense as a % of Average Assets
Slide 33: CVB Financial Corp.
CVB Financial Corp.
Slide 34: Capital Ratios
Adequately Capitalized Ratio Well-Capitalized Ratio September 30, 2015* Tier 1 Risk-based Capital Ratio 6.0% 8.0% 17.40% Total Risk-based Capital Ratio 8.0% 10.0% 18.65% Common Equity Tier 1 Capital Ratio 4.5% 6.5% 16.88% Tier 1 Leverage Ratio 4.0% 5.0% 11.12% Capital Ratios * CVB Financial Corp. -
Slide 35: Securities & Investments
Securities & Investments
Slide 36: Securities Portfolio $3.2 Billion
Securities Portfolio* --$3.2 Billion-- Source: Q3 2015 earnings release | Yield on securities represents the fully taxable equivalent $2.31 Billion *Available For Sale Yield on securities portfolio =2.53% for the 3rd Quarter 2015 $869.7 Million *Held to Maturity Municipal Bonds 8.08% Government Agen
Slide 37: Securities Portfolio Mark-to-Market
Securities Portfolio* $2.3 Billion Mark-to-Market (Pre - tax) (000’s) *Available For Sale -$40,000 -$20,000 $0 $20,000 $40,000 $60,000 $80,000 $100,000 Jun 09 Dec 09 Jun 10 Dec 10 Jun 11 Dec 11 Jun 12 Dec 12 Jun 13 Dec 13 Jun 14 Dec 14 Jun 15 $53,217
Slide 38: CVBF Assets
CVBF Assets Securities 41.7% Loans, net 49.3% Securities 42.4% Loans, net 49.9% *Includes overnight funds held at the Federal Reserve, Interest earning - due from Correspondent Banks, other short-term money market accounts or certificates of deposit Fed Balance* 3.2% Other 4.8% Goodwill & Intangible
Slide 39: Yield on Securities vs. Yield on Loans
Yield on Securities vs. Yield on Loans *Excluding Discount Accretion **Includes Available for Sale and Held to Maturity, TE 0.00% 1.00% 2.00% 3.00% 4.00% 5.00% 6.00% Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Yield on Loans* Yield on Securities**
Slide 40: CVBF Liabilities
CVBF Liabilities Borrowings 36.0% Total Deposits* 61.4% Total Deposits* 98.0% 12/31/06 $5.7 Billion 9/30/15 $6.7 Billion *Includes Customer Repurchase Agreements Other Liabilities 0.7% Junior subordinated Debentures 1.9% Other Liabilities 1.6% Junior subordinated Debentures 0.4% Borrowings 0.0%
Slide 41: Our Growth Strategy
Our Growth Strategy
Slide 42: Our Vision
Our Vision Citizens Business Bank will strive to become the premier financial services company operating throughout the state of California, servicing the comprehensive financial needs of successful small to medium sized businesses and their owners.
Slide 43: Target Customer
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
Slide 44: Three Areas of Growth
Acquisitions Same Store Sales DeNovo Three Areas of Growth San Diego (2014) Oxnard (2015) American Security Bank (2014) County Commerce Bank* (2016) *Projected to close in 1 st quarter 2016
Slide 45: Acquisition Strategy
• Target size: $200 million to $2 billion in assets • Financial & Strategic • In-market and/or adjacent geographic market (California only) Acquisition Strategy • Target size: AUM of $200 million to $1 billion • In California • In- market & ‘new’ markets --Banks-- --Trust/Investment-- --Banking Team
Slide 46: Our 'Critical Few'
Our ‘Critical Few’ • Execute on DeNovo Growth Initiatives • Pursue Strategic Acquisitions • Quality Loan Growth • Provide Customer Solutions Through Technology • Expand Market Share Through Same Store Sales
Slide 47: Copy of presentation at www.cbbank.com
Copy of presentation at www.cbbank.com
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