Good morning, ladies and gentlemen. And welcome to the First Quarter 2018 CVB Financial Corporation and its subsidiary, Citizens Business Bank Earnings Conference Call. My name is Phil and I’m your operator for today. At this time, all participants are in a listen-only mode. [Operator Instructions] Please also note this event is being recorded. I would now like to turn the presentation over to your host for today’s call, Christina Carrabino. You may proceed.

Thank you, Phil, and good morning everyone. Thank you for joining us today to review our financial results for the first quarter of 2018. Joining me this morning are Chris Myers, President and Chief Executive Officer, and Allen Nicholson, Executive Vice President and Chief Financial Officer. Our comments today will refer to the financial information that was included in the earnings announcement released yesterday. To obtain a copy, please visit our website at www.cbbank.com and click on the Investors tab. Before we get started, let me remind you that today’s conference call will include some forward-looking statements. These forward-looking statements relate to, among other things, current plans, expectations, events and industry trends that may affect the Company’s future operating results and financial position. Such statements involve risks and uncertainties, and future activities and results may differ materially from these expectations. The speakers on this call claim the protection of the Safe Harbor provisions contained in the Private Securities Litigation Reform Act of 1995. For a more complete discussion of the risks and uncertainties that may cause actual results to differ materially from our forward-looking statements, please see the Company’s annual report on Form 10-K for the year ended December 31, 2016, and in particular, the information set forth in Item 1A Risk Factors, therein. Now, I will turn the call over to Chris Myers.

Thank you, Christina. Good morning, everyone and thank you for joining us again this quarter. I have an important announcement to make and that is Allen Nicholson is celebrating his 51st birthday today. And so, I ask that you go extra tough on him in the questions. But anyway, with all kidding aside, happy birthday, Allen. Yesterday, we reported net earnings of $34.9 million for the first quarter compared with $17.9 million for the fourth quarter of 2017, and $28.5 million for the year-ago quarter. Our first quarter earnings were the highest quarterly earnings in CVBF history. Earnings per share were $0.32 for the first quarter compared with $0.16 for the fourth quarter and $0.26 for the year-ago quarter. Excluding the impact of the deferred tax asset valuation adjustment, earnings per share for the fourth quarter of 2017 were $0.28. The first quarter’s earnings were positively impacted by a $3.5 million net gain on the sale of our last remaining OREO property and $1 million loan loss provision recapture. First quarter earnings were negatively impacted by $803,000 in acquisition-related expenses and $860,000 in higher payroll taxes as we typically experience higher payroll taxes in the first quarter of each year. The first quarter represented our 164th consecutive quarter of profitability and 114th consecutive quarter of paying a cash dividend to our shareholders. In February, we announced that we entered into a merger agreement with Community Bank, pursuant to which Community Bank will merge into Citizens Business Bank. We are excited to be joining forces with a successful business bank that it serves Southern California businesses and individuals for the past 74 years. The combination of our two companies will not only increase our customer market share in the greater Los Angeles and Orange County areas, but also add strong personnel…

Thanks, Chris. Good morning, everyone. Our effective tax rate was 28% for the first quarter compared with 36% for the first quarter of 2017. The reduction was due to the decrease in the federal tax rate from 35% to 21%, as a result of the Tax Reform Act. When the $13.2 million revaluation of our net deferred tax asset at the end of last year excluded, our effective tax rate was 38.3% for the fourth quarter. Our effective tax rate can vary depending upon the amount of tax-advantaged income, tax credits and discrete items such as stock compensation. Now, looking to our investment portfolio. During the first quarter of 2019, our average interest earning balances at other financial situations and the Federal Reserve totaled $139 million. During the first quarter, these balances represented less than 2% of our average earning assets. At March 31, 2018, our combined available-for-sale and held to maturity investment securities totaled $2.74 billion, a $171 million decrease from the fourth quarter. We did not reinvest any of the cash flow from principal payments from the investment portfolio during the first quarter. Investment securities represented 37% of our average earning assets during the first quarter, which compared to 38% in the prior quarter. At quarter-end investment securities available-for-sale totaled $1.94 billion, which included a pretax unrealized loss of $28.5 million. In addition, we had held to maturity investment securities, totaling $798 million. The tax equivalent yield on total security portfolio was 2.41% for the first quarter compared with 2.42% for the fourth quarter and 2.46% for the first quarter of 2017. The reduction in the federal tax rate had impact of lowering tax effective yield on securities in comparison to 2017. On a nominal basis, our investment security yields increased modestly with a 2.34% yield in the first quarter of 2018 compared with a 2.29% in the fourth quarter, and 2.32% in the first quarter of 2017. Now, turning to our capital position. Shareholders’ equity decreased $2.4 million to $1.07 billion at the end of the first quarter. The quarter-over-quarter decrease was due to $34.9 million in net earnings and $772,000 of various stock-based compensation other items, offset by $15.4 million in cash dividends and a $22.7 million decline in other comprehensive income from the tax effected impact with the decline in market value of available for sale securities. I will now turn the call back to Chris for some closing remarks.

Thanks Allen. Let’s talk about economic conditions. Turning to the California economy, according to various economic outlooks, California’s unemployment rate was 4.3% in February 2018, compared to 4.4% in January 2018 and 5.1% back in February 2017. California has now gained a total of 2.9 million jobs since the economic expansion began in February 2010. Throughout much of this expansion, California has outpaced the nation and many states in terms of economic growth and job gains and improvements in its unemployment rate, all fueled by strengths in many of its key industries. Steady job growth is expected to keep the state unemployment rate low and to increase wages for nearly all workers. With these gains in both financial and economic well-being, households in California are expected to help drive growth in their local communities. There is continued demand for housing in California, driving up purchase costs. The supply of existing homes has increased slightly but remains lean and new home construction continues to increase at a modest pace. In terms of the dairy industry, milk prices fell in the first quarter due to an oversupply, and they are projected to be slightly under the cost of production for the first half of 2018. Feed prices were relatively flat for the first quarter. In closing, we remain focused on continuing our strategy of growing the bank in a balanced way. We will rely on same-store sales, opening de novo locations and new geographies, and acquisitions to build our bank. The merger with Community Bank is very exciting and provides a great opportunity and challenge for our Company and its capable people. That concludes today’s presentation. Now, Allen and I will be happy to take any question that you might have.

[Operator Instructions] First question comes from Aaron Deer with Sandler O’Neill. Please go ahead.

Chris, I would like to start just talking a little bit about the loan trends, obviously, the headwind from the seasonal dairy paydowns this quarter. Is that mostly done at this point or could we see a little more of that in the second quarter here?

It’s pretty much done. We actually expected a little bit more. But, because the dairies are having kind of a tough quarter because of lower milk prices, I think that the borrowings are little bit -- we expected about $10 million or $15 million more in decline in the dairy. And I think that $10 million $15 million is a result of the tougher operating environment in the first quarter. So, I don’t see much more, no.

And then, absent that, I guess the growth was a little weaker than you’d hope for, you said, and that seems to be pretty common across the industry here this first quarter of the year. But, as you look out to the remainder of the year, what are -- how are your expectations shaping up, and any particular areas that you’re looking to focus on as you look to grow that book?

Yes. Let me give you just some perspective, I think. When we look year-over-year from 3/31/17 to 3/31/18, we grew loans 3.87%. That’s not where we want to be. We want to be closer to 8%. But it is what it is. That was our organic growth rate. In the first quarter, our real organic growth rate, if we take out dairy and livestock and agribusiness, we look at it as being 0.75%, which is annualized as 3%. First quarter is always a slow loan growth and also the first quarter January, February deposits are very tough because of a lot of year-end taxes and things like that. So, the average deposits in the first quarter were a little bit soft but at the end of the quarter, they rebounded nicely. So, in looking forward on loan growth, our aspiration is that kind of 6 to 8% annual organic growth rate. We are a little distracted with the acquisition; there is no question about it. We’ve got lot of work to do. We interview all 430 of their employees. We’re treating this like it was $500 million acquisition. We’re doing the same thing because we want to make sure we get the best people with the best results. So, loan growth may be impacted for that in the first half of the year. Do I think loan growth will be negative? No. I think, it will be positive. It may not be an 8% annualized run rate, it may stick closer to that 4% we’re kind of running right now. I just don’t know. Our pipeline is pretty good for April, so that’s good. But, are -- a lot of my resources, my regional managers, my -- head of my sales division, my teams are out making sure that we’re…

Okay. That’s great update. Thank you, Chris. Just one last question related to the deal. Any sort of update in terms of -- it sounds like you’re working pretty hard on integration efforts already. Do you have a planned conversion date or any update on cost saves that you can provide at this point.

I don’t have anything on the cost save issue. I mean, we’ve announced them at 50%. So, that’s where we are in that. Assuming we close the deal in July and August, which we’re pushing very hard to do. We’ve got our applications filed; we’ve got all that stuff in the pipeline. Assuming that happens, our conversion date to convert the operating systems over is in November. So, we should be converted before year-end, if that happens correctly. And we will do the consolidation of the branches whether it’s our branch into their branch, or their branch into our branch from December through March, may go into April but that will be primarily in the -- end of this year and the first quarter of 2019.

The next question comes from Matthew Clark with Piper Jaffray. Please go ahead.

First one just on accretion in the quarter. How much has that contributed to the margins?

You’re referring to the accretion of our loans. [Ph]

The purchase accounting accretion that I think was running about 800,000.

I think, it was about a $1 million, just a tad bit over a $1 million.

Okay. And then, just looking at -- if you strip that out and look at our core loan yields relatively stable in the quarter. Can you speak to why you might not be seeing more of a lift in your core loan yields, is it the competition or is it something else?

Well, some of the, what happens is we -- part of our seasonality too, we get yearend borrowings from the dairy side and that linger into January, February. The dairies are typically a little lower loan yields right now. Although their current loan yields are going up, because variable rate loan yields are going up. We should see some higher loan yields going forward. I think the trend is positive for us as variable rate loan yields are going up and we’re also finally seeing some more fixed rate loan yields go up. The flattening of the curve though is not great for us. As more flatten of the curve, the more we’re going to have a flat loan yield. And so, I do anticipate it’s going to go up. Tell me what the 10-year treasury does in lockstep with the fed funds rate and I could give you more information on what our loan yields are going to do.

Okay. So, you feel -- sounds like you feel pretty good about the core margin outlook, at least in near-term here with that excess deposit growth too, beginning able to put that to work at the end of the quarter.

I absolutely do. And because I think there is more deposit pressure on all institutions, but the we way we have weathered the last year and on the deposit side, I mean for us, to be sitting here with our cost of deposits being 9 basis points, that’s the same cost of deposits we had a year ago. Cost o deposits -- I mean the cost of funds is 12 basis; same cost of funds we had in the first quarter of 2017. So, we’re not going to be able to hold the line that perfectly going forward. The fact that we’ve been able to do it so far I think shows that we really have a good relationship banking concept and that we do have a lot of business deposits that are sticky. One of the things that we are doing this year and have included in our incentive program and our presidents club is a bigger emphasis on deposits. And so, you’re going to see us really start focusing on deposits. And I know that the world out there wants to focus more on loans, but this funding is so important right now. The war for deposits right now is extremely important. So, you have to have the infrastructure, the service, the technology and everything to accommodate all these business clients, and we do. And we’re doing a great job competing in that area. So, I’m going to have about a $1 billion in funding when we close the Community Bank deal that we’re going to have to deal with. And I don’t think it’s pure, pure funding. I think it’s more price-sensitive finding, it’s more tied to fed funds rates, it’s FHLB borrowings, it’s all kinds of stuff; it’s about a $1 billion. Is that -- do you agree with that number?

Correct.

So, what I want to do is I want to replace that $1 dollars of their funding which I don’t -- which I think is very price sensitive and is -- that portion of them is costing well over 1% right now, and turn that into my 11 basis points fed funding. And if I can do that, boy that’s a lot of money that brings the bottom line for us. So that’s something that we really have not put in our modeling for economic synergies. Is that right?

Correct.

We have not modeled that yet. That’s something that we’re going after, saying hey, you know want, this is what we need to build. So, we’re having meeting with our specialty banking deposit groups, we’re having meetings with actually -- or at least conceptual with Community Bank. They have a big real estate group that does a tremendous job. They do their non-owner occupied commercial real estate. They do it in a separate group in Community Bank and they have about $750 million plus in that group. I think, there is a tremendous amount of opportunity for us to go after deposits in that group. They’ve begun a program to do that but I think we can accelerate that program. So, I’m focused a lot on this deposit. I think that the economic synergies of us really driving good core deposits is going to dictate our success going forward and also will help us transition more of our asset mix from a greater percentage of loans vis-à-vis securities. And you’ve already seen some of that, a slow shift over the last couple of years, but I want to accelerate that shift. And I think that’s where the magic is going to be, and we’re going get to that $50 million plus a quarter come third, fourth quarter 2019, maybe more.

Got it, great. And then, last one for me. Just on all the dislocation in your markets, I know you got obviously a pending acquisition here, decent size. How you think about the hiring opportunities above and beyond the pending acquisition? Are you entertaining hiring deposit gatherers or seasoned lenders or is that pretty on hold at this stage.

I would say for the most part, I would like to say we’re out there hustling for everybody. The growth part is a little bit on hold right now, because we got a lot of talented people at Community Bank. And we want to make sure we’re paying attention to them and talking to them and see how they can add value to our Company and so forth, and integrating to our bank. And remember, we have we more products and services to sell than they do. So, if we can get their employees educated, they know their clients, we can cross sell more into their clients. We can get more their deposit base. I mean, there is a lot of money to be made that I think I can -- that’s really fundamentally in the customer base of Community Bank. They’ve done a good job organically over the years, building really quality clients. And I commend their management team for that. We can do more with them. And I want to make sure that their people that join us and become our team, understand how to do more with them. So, that’s where we’re spending -- that’s where we’re going to spend our time and energy on, more so than recruiting outside. Because I think we’ve got, for the short run, for next year or so, we have a lot of talent to choose between these two teams and that’s where the magic is going to be.

[Operator Instructions] The next question comes from Jackie Bohlen with KBW. Please go ahead.

Chris, continuing on with that same line of question and the $ billion in funding that you referenced, might we see a trickledown effect in the balance sheet from some of that, meaning that I saw that securities came down a little bit in the quarter, would you look to let some of that funding run off and then let securities decline a bit?

Potentially, yes, but the reason we’re accumulating more cash right now is for two reasons. First of all, we’ve got to pay $177 million at close; second is, is that if we start borrowing money, fed funds over that rate is 175. So, when you’re funding at 10 basis points, 11 basis points, I sure as heck they want to borrow money at 175. And to go invest in a security right now, to go out and do like a 15-year mortgage-backed, we’re getting something 280, 290 with a three-year, four-year, four and half year…

A little over 290.

A little over 290. So, it’s just not -- I mean, I would rather be booking 4.5%, 5% loans or variable rate loans that our 4.75 and up. So, that’s where we’re focused on. There could be some of that but that’s why I want to get the deposits going, Jackie, so that I can avoid doing that. I want to shrink the asset side, if we don’t have to. I would like to keep the asset side, there but I need to get the deposits rolling here, so I can take out that $1 billion in funding, layer in our $1 dollars in funding and boy, you’re going to see some real good numbers if we do that.

And then, Allen, thinking about the net interest margin and the effect the new tax rate had on some of the municipal securities. Do you have an apples-to-apples NIM from 4Q to 1Q or just the impact that the lower tax rate had on the first quarter’s NIM?

If you would look at it on a nominal basis and this is I think -- will be 3.63 to 3.66, so a 3 basis-point pick up.

Okay. So that takes out all the tax impact and everything else?

Yes That’s not adjusting for tax equivalent fee.

Okay. And then, just lastly on -- I noticed that there was a decline in assets under management in the quarter. Was there anything unusual in that and would you expect any sort of an income impact going forward from it?

We did have some attrition with one large account and we do expect that there will be some income decrease where we -- somewhere in the neighborhood of $150,000 to $200,000 a quarter is where we believe the runoff is on that. And so that was embedded all in the first quarter though. So, we did have a large relationship and that did have an impact on us. But I’d say this, I know I’m sounding more optimistic than I probably do on most of our calls but I feel lot more optimistic. And remember, all these Community Bank clients, they are already starting to refer business to us on a Citizens home loan side and on the wealth management side. I believe we’ve already closed the wealth management deal and we’re in the process of closing a couple of homes loans too, from Community Bank already. So that synergy is going to be great when we get that rolling. So, I do expect a rebound from CitizensTrust, we did lose a large client and the impact of $150,000 to $200,000 a quarter. But I think all systems are growing.

The next question comes from Brian Zabora from the Hovde Group. Please go ahead.

First, I will ask question, sorry, if I missed this, but did you indicate how much paydowns may be impacted loan growth or just what you’re seeing on CRE paydowns?

We expected the CRE paydowns to slow and they really haven’t. They remained at the same levels; they even modestly increased quarter-over-quarter. We were surprised by that, because it’s not refinancing based; it’s sale based. So, we just had some of our customers sell properties which, I’m hopping was an anomaly for the quarter and it’s not going to continue to go on. But, we’re not seeing as much refinance pressure, but we’re seeing a few more sales than we’ve seen in the last -- over the last couple of quarters I think than we were seeing maybe a year-ago. Property sales, people cashing in and doing something else for the money.

All right. Thank you. And then, just a question on the expense side. You’ve done a great job of keeping those expenses as a percentage of averaging asset or percent of assets under 1.70 or 1.60 rate, as you get over $10 billion in assets, do you think there is a floor longer term rate can bring that down to or is it kind of a minimum levels that you would have to maintain?

Well, our objective remains that 1.70, and I think even as we get over $10 billion, I think we will have some more economic synergies here along the way. We were at 1.77 for the quarter, but I think you can look at that as a little -- that was little inflated due to payroll taxes, which were elevated by about $800,000 [ph] for the quarter and then there was another $800,000 in acquisition expenses, which I think are non-recurring but recurring if we keep doing acquisitions. So, I think we’re running where we want to run. I do think there will be more pressure on that but I think we have more opportunities too. So, remember there is two sides of that equation and the income side, I think is going to be positive and help us offset that too.

I guess just lastly on the nice recovery again this quarter, several quarters. Are we getting to the end or do you think there is still a couple, maybe some more quarters in recoveries.

I’ve been saying the end is near for a long time now, and the end is near. I’m going to be right one of these times. We do have a couple more recoveries coming down the pipeline in 2018 but it’s getting few and far between. In fact, our net recoveries in the first quarter were around a 1.4 millionish, I think if you round up 1.360 million or something like that. I think 1.3 of that was one client in different loans that we recovered. So, there is just not the multitude of things contributing to that. It’s like we got a couple of things that we still need to resolve. And like that sale on the OREO. Realize that property, we’ve held for seven years now. And the beauty I think of our company is that we can weather the storm and hang onto these types of things without having to sell them at discounts during adverse times and then come out with backend with a good money maker. And that’s what we did on this. I mean, to get a $3.5 million OREO gain from where we charged that down, I mean we’re getting -- we can get all of our money back on that but we’re really close to getting all of our money back on that, which is pretty darn good for -- this property was in Porterville which is in the Central Valley of California and heavily impacted by the recession of 2008, 2009, 2010.

[Operator Instructions] The next question comes from Tim Coffey of FIG Partners. Please go ahead.

So, most of my questions have been answered. I do want to talk about -- get you to talk about capital management plans going forward. On the Community Bank call, you had kind of hinted that we could -- potential for maybe an increased dividend post deal. And I wondered if you had any additional thoughts there.

Yes. I’m going to answer that little bit and Allen is going to answer that a little bit since it’s his birthday. And I will answer the easy part. The function of increasing the dividend is executing on our strategy and getting to that point where we can start making $50 million a quarter. And my goal in that is to be doing that by the third or fourth quarter of 2019. I think I’ve stated that several times now. If we do that, so let’s talk make the argument that third, fourth quarter of 2019 we’re making $50 million a quarter; that’s $200 million a year. At our present dividend rate of $0.14 per share, we’ll have about 140 million shares after the acquisition, merger with Community Bank. Do the multiplication there, 140 million shares times $0.14 and 4 quarters, you come out with a little over $80 million. So, our dividend payout ratio will then go from where we are right now in the low 50s to around 40% or the very low 40s. So, I don’t see any reason why we wouldn’t be able to keep our dividend payout ratio in the low 50s, especially given the fact that if we’re making $200 million a year and we’re dividending out of $80 million, we have a $120 million in capital that’s coming into the Company every single year. Well, at $12 billion in assets, that’s a 10% organic growth rate in loans and what I would call core deposits, very hard to achieve that. So, I think an 8% is more realistic. So, we could dividend those extra dollars out. We feel very comfortable that we would have no capital attrition. Allen, have you got anything to do to that as far as capital planning?

You made it difficult because you answered it completely. But obviously, it’s something our Board will always look at very closely. And once we get through Community and look at potentially other acquisitions, we will always have to keep that in mind as well.

Beauty of this, think about -- we’ve been running with too much capital. We have our tier 1 commons at over 11%. We’re getting to normalized that, bring that to like 9.25%. Even that I think is a little bit -- probably that’s right within our peer group, but it’s a little high for what we need to do with our credit quality and the consistency of our performance. And I think the risk beta of our loan portfolio. We could run even lower than that if we wanted to and feel very comfortable with it. So, I really think that ROA is extremely important to us and is probably our most important thing but ROA with this acquisition -- I mean ROE with this acquisition is going to become just as important as the ROA going forward.

Right. And to your point, if you’re making $50 million a quarter and you don’t increase the dividend, you will start growing capital rather pretty quick clip.

And I think let’s just pretend that we brought the dividend from $80 million to $100 million a year, right, we’re still only at a 50% payout ratio that’s a 25% increase in our dividend. So, that’s -- what is that, close to 3 -- that’s $0.04 or $0.035 or whatever you want. We probably wouldn’t do any $0.05 dividend increase but probably three point. But I’m not going to bring that to the Board until we accomplish that first. So right now, that’s not something I think that’s in direct discussion in Board meeting but it is something we’re watching and we execute on this deal like we think we are going to execute on this deal and integrate all the great people at Community Bank and all our great clients and do what we’re supposed to do there, I think homerun.

So, talking about increase in dividend and the potential timing, are you saying that you’ll wait till you are hitting 50 million a quarter or until you have visibility on 50 million a quarter.

We’d wait. I can’t speak for the Board but I would say, I would recommend that we wait but I have seven other Board members that would want to do that too. Because we’re little -- we’ve always been conservative, we’ve always been a little bit of show me first, the Missouri concept. So, I think that would be more likely based on the conversations I’ve had with the Board over the years. But it’s something we will be discussing over time and that could change.

Okay. All right. Well, those were my questions. And happy birthday, Allen.

We’re not singing.

[Operator Instructions] At this time, there are no more questions. So, I would like to turn the call back over to Mr. Chris Myers.

Thank you very much. I just want to thank everybody for joining us again this quarter. This concludes today’s presentation. We look forward to speaking with you again in July for our second quarter 2018 earnings call. Have a great day. Take care.

The conference has now concluded. Thank you for attending today’s presentation. You may now disconnect.