CVBF - CVB Financial Corp. Reports Earnings for the Fourth Quarter and the Year Ended 2021

• Net Earnings of $47.7 million, or $0.35 per share for Fourth Quarter
  
• 2021 Net Earnings of $212.5 million, or $1.56 per share
• Core loan growth of $235.3 million year-over-year
• Deposit growth of $1.24 billion or 10.6% year-over-year
• Completion of the acquisition of Suncrest Bank on January 7, 2022
  

ONTARIO, Calif., Jan. 26, 2022 (GLOBE NEWSWIRE) -- CVB Financial Corp. (NASDAQ:CVBF) and its subsidiary, Citizens Business Bank (the “Company”), announced earnings for the quarter and the year ended December 31, 2021.

CVB Financial Corp. reported net income of $47.7 million for the quarter ended December 31, 2021, compared with $49.8 million for the third quarter of 2021 and $50.1 million for the quarter ended December 31, 2020. Diluted earnings per share were $0.35 for the fourth quarter, compared to $0.37 for the prior quarter and $0.37 for the same period last year. The fourth quarter of 2021 did not include a recapture of provision for credit losses, compared to $4.0 million of provision recaptured in the third quarter of 2021. The fourth quarter of 2020 did not include a (recapture of) or provision for credit losses. Net income of $47.7 million for the fourth quarter of 2021 produced an annualized return on average equity (“ROAE”) of 9.05%, an annualized return on average tangible common equity (“ROATCE”) of 13.89%, and an annualized return on average assets (“ROAA”) of 1.18%. Our net interest margin, tax equivalent, (“NIM”) was 2.79% for the fourth quarter of 2021, while our efficiency ratio was 41.80%.

David Brager, President and Chief Executive Officer of Citizens Business Bank, commented, “The Bank delivered another solid quarter and full year of strong earnings. The 2021 earnings represented the highest earnings in the Company’s history. Since the onset of the COVID-19 pandemic, Citizens Business Bank has maintained its high level of performance and confirmed our position as a safe, sound, and secure financial institution. We were also pleased to complete the acquisition of Suncrest Bank on January 7, 2022 and to welcome Suncrest Bank’s associates, customers and shareholders to Citizens Business Bank. As I look forward to 2022, I believe we remain well positioned to benefit from improving economic conditions and rising interest rates. I want to thank our associates for remaining focused on our customers and our vision, our customers for their loyalty, and our shareholders for their confidence in our Bank.”

INCOME STATEMENT HIGHLIGHTS

Net Interest Income
Net interest income was $102.4 million for the fourth quarter of 2021. This represented a $904,000, or 0.88%, decrease from the third quarter of 2021, and a $3.5 million, or 3.27%, decrease from the fourth quarter of 2020. Total interest income was $103.5 million for the fourth quarter of 2021, which was $1.0 million, or 0.97%, lower than the third quarter of 2021 and $5.1 million, or 4.71%, lower than the same period last year. Total interest income and fees on loans for the fourth quarter of 2021 of $84.7 million decreased $3.7 million, or 4.19%, from the third quarter of 2021, and decreased $11.1 million, or 11.54%, from the fourth quarter of 2020.   The decline in interest income and fees on loans was primarily due to lower loan yields resulting from the low interest rate environment. Total investment income of $17.8 million increased $2.8 million, or 18.71%, from the third quarter of 2021 and increased $5.5 million, or 44.82%, from the fourth quarter of 2020. Investment income growth resulted from higher levels of investment securities. Interest expense decreased $112,000 or 8.97%, from the prior quarter and decreased $1.7 million, or 59.30%, compared to the fourth quarter of 2020.   The decrease in interest expense resulted from lower cost of funds, which declined to 3 basis points in the fourth quarter of 2021.

Net interest income before (recapture of) provision for credit losses was $414.6 million for the year ended December 31, 2021, compared to $416.1 million in 2020. Interest income declined by $9.7 million, or 2.26%, as interest income and fees on loans declined by $20.8 million, or 5.51%. Partially offsetting the decrease in loan income was growth in income from investments of $10.2 million, or 20.23% and a decline in interest expense of $8.2 million or 57.43%.

Net Interest Margin
Our net interest margin, tax equivalent, was 2.79% for the fourth quarter of 2021, compared to 2.89% for the third quarter of 2021 and 3.33% for the fourth quarter of 2020. The decrease in the net interest margin from the prior quarter was the result of a 10 basis point decrease in earning asset yield, due to a combination of a 14 basis point decline in loan yields and a change in asset mix with loan balances declining to 53.14% of earning assets on average for the fourth quarter of 2021, compared to 54.97% for the third quarter of 2021. Interest and fee income from Paycheck Protection Program (“PPP”) loans was approximately $4.2 million in the fourth quarter of 2021, compared to $7.9 million in the third quarter of 2021. The 54 basis point decline in net interest margin, compared to the fourth quarter of 2020 was primarily the result of a 60 basis point decline in earning asset yield. The decrease in earning asset yield was impacted by a change in asset mix with loan balances declining to 53.14% of earning assets on average for the fourth quarter of 2021, compared to 65.59% for the fourth quarter of 2020, as well as lower loan and investment yields. The decline in interest rates since the start of the pandemic has had a negative impact on loan yields, which, after excluding discount accretion, nonaccrual interest income and the impact from PPP loans (“core loan yield”), declined by 30 basis points compared to the fourth quarter of 2020. Additionally, interest and fee income from PPP loans declined by $6.3 million from $10.5 million in the fourth quarter of 2020. Of the $339.7 million quarter-over-quarter increase in earning assets, $733.4 million represented an increase in average investment securities while average loans declined by $82.7 million. Compared to the fourth quarter of 2020, average investments increased by $2.04 billion, while balances at the Federal Reserve grew on average by $512.1 million. Average loans declined by $513.5 million from the fourth quarter of 2020, which included a $778.6 million decrease in PPP loans on average. Total cost of funds declined to 0.03% for the fourth quarter of 2021 from 0.04% for the third quarter of 2021 and 0.09% for the year ago quarter. Noninterest-bearing deposits grew on average by $334.6 million, or 4.19%, from the third quarter of 2021, while interest-bearing deposits and customer repurchase agreements grew on average by $43.1 million during the fourth quarter of 2021, compared to the third quarter of 2021. Compared to the fourth quarter of 2020, our overall cost of funds decreased by 6 basis points, as average noninterest-bearing deposits grew by $1.39 billion, compared to average growth of $355.0 million in interest-bearing deposits. On average, noninterest-bearing deposits were 63.80% of total deposits during the current quarter.

Provision for Credit Losses
No recapture of provision for credit losses was recorded in the fourth quarter of 2021, compared to a recapture of $4.0 million of provision for credit losses in the third quarter of 2021. A $25.5 million recapture of provision for credit losses was recorded for the year ended December 31, 2021, resulting from improvements in our economic forecast of certain macroeconomic variables. In comparison, $23.5 million in provision for credit losses was recorded for the year ended December 31, 2020 due to the severe economic forecast at that time as a result of the onset of the COVID-19 pandemic.

Noninterest Income
Noninterest income was $12.4 million for the fourth quarter of 2021, compared with $10.5 million for the third quarter of 2021 and $12.9 million for the fourth quarter of 2020. Trust and investment services income increased by $431,000 in the fourth quarter of 2021, compared to the third quarter of 2021 and grew by $436,000 year-over-year. Swap fee income decreased $167,000 quarter-over-quarter and declined by $876,000 year-over-year. The fourth quarter of 2021 included $890,000 for recovery of an acquired loan charged off prior to a previous acquisition and a $700,000 net gain on the sale of an OREO property. The fourth quarter of 2020 included a $365,000 net gain on the sale of two OREO properties.

For the year ended December 31, 2021, noninterest income was $47.4 million, compared to $49.9 million for 2020. Swap fee income decreased $4.6 million year-over-year, while Trust and investment services income grew by $1.6 million for 2021 when compared to 2020, and service charges on deposit accounts increased by approximately $590,000 year-over-year. Noninterest income for 2021 also included $1.2 million in net gain on the sale of three OREO properties, while 2020 included $1.7 million net gain on the sale of one of our owned buildings and a $365,000 net gain on the sale of two OREO properties.

Noninterest Expense
Noninterest expense for the fourth quarter of 2021 was $48.0 million, compared to $48.1 million for the third quarter of 2021 and $48.3 million for the fourth quarter of 2020. Acquisition expense related to the merger of Suncrest Bank was $153,000 for the fourth quarter of 2021, compared to $809,000 in the third quarter of 2021. As a percentage of average assets, noninterest expense was 1.19% for the fourth quarter of 2021, compared to 1.22% for the third quarter of 2021 and 1.37% for the fourth quarter of 2020.   The efficiency ratio for the fourth quarter of 2021 was 41.80%, compared to 42.27% for the third quarter of 2021 and 40.64% for the fourth quarter of 2020.

Noninterest expense of $189.8 million for the year ended December 31, 2021 was $3.1 million lower than the prior year. The year-over-year decrease of $3.1 million included a $1.9 million decrease in salaries and employee benefits, partially due to a $1.1 million in additional bonus expense for “Thank You Awards” paid to all Bank employees during the third quarter of 2020. The year-over-year decrease also included a $1.5 million decrease in professional services expense, a $1.1 million decrease in CDI amortization, a $1.2 million decrease in OREO expense primarily due to a $700,000 write-down of one OREO property in 2020, and a $1.0 million recapture of provision for unfunded loan commitments recorded in 2021 compared to no recapture of provision in 2020. These decreases were partially offset by a $2.3 million increase in regulatory assessment expense compared to the prior year, resulting from the final application of assessment credits provided by the FDIC at the end of the second quarter of 2020. Additionally, there were $962,000 in acquisition related expenses for the year ended December 31, 2021, compared to no merger related expenses for 2020. As a percentage of average assets, noninterest expense was 1.24% for 2021, compared to 1.49% for 2020. The efficiency ratio for the year ended December 31, 2021 was 41.09%, compared to 41.40% for 2020.

Income Taxes

Our effective tax rate for the fourth quarter and the year ended December 31, 2021 was 28.6%, compared with 29.0% for the same periods of 2020, respectively.   Our estimated annual effective tax rate can vary depending upon the level of tax-advantaged income as well as available tax credits.

BALANCE SHEET HIGHLIGHTS

Assets
The Company reported total assets of $15.88 billion at December 31, 2021. This represented a decrease of $371.9 million, or 1.96%, from total assets of $16.20 billion at September 30, 2021. Interest-earning assets of $14.68 billion at December 31, 2021 decreased $248.4 million, or 1.66%, when compared with $14.93 billion at September 30, 2021. The decrease in interest-earning assets was primarily due to a $759.3 million decrease in interest-earning balance due from the Federal Reserve, partially offset by a $473.9 million increase in investment securities and a $38.2 million increase in total loans.

Total assets at December 31, 2021 increased by $1.46 billion, or 10.16%, from total assets of $14.42 billion at December 31, 2020. Interest-earning assets increased $1.46 billion, or 11.04%, when compared with $13.22 billion at December 31, 2020. The increase in interest-earning assets includes a $2.13 billion increase in investment securities, partially offset by a $461.1 million decrease in total loans and a $193.3 million decrease in interest-earning balances due from the Federal Reserve. The decrease in total loans was due to a $696.4 million decrease in PPP loans with a remaining outstanding balance totaling $186.6 million as of December 31, 2021. Excluding PPP loans, total loans increased by $235.3 million from December 31, 2020.

Investment Securities
Total investment securities were $5.11 billion at December 31, 2021, an increase of $473.9 million, or 10.22%, from $4.64 billion at September 30, 2021 and an increase of $2.13 billion, or 71.61%, from $2.98 billion at December 31, 2020.

At December 31, 2021, investment securities held-to-maturity (“HTM”) totaled $1.93 billion, an increase of $215.0 million, or 12.57%, from September 30, 2021 and a $1.35 billion increase, or 232.85%, from December 31, 2020.

At December 31, 2021, investment securities available-for-sale (“AFS”) totaled $3.18 billion, inclusive of a pre-tax net unrealized loss of $1.3 million. AFS securities increased by $258.9 million, or 8.85%, from $2.93 billion at September 30, 2021 and increased by $785.0 million, or 32.72%, from December 31, 2020.

Combined, the AFS and HTM investments in mortgage backed securities (“MBS”) and collateralized mortgage obligations (“CMO”) totaled $4.29 billion or approximately 84% of the total investment securities at December 31, 2021. Virtually all of our MBS and CMO are issued or guaranteed by government or government sponsored enterprises, which have the implied guarantee of the U.S. Government. In addition, we had $576.9 million of Government Agency securities (HTM) at December 31, 2021, that represent approximately 11% of the total investment securities.

Our combined AFS and HTM municipal securities totaled $240.5 million as of December 31, 2021, or approximately 5% of our total investment portfolio. These securities are located in 28 states. Our largest concentrations of holdings by state, as a percentage of total municipal bonds, are located in Minnesota at 20.91%, Texas at 10.46%, Massachusetts at 10.40%, Ohio at 8.08%, and Connecticut at 5.79%.

Loans
Total loans and leases, at amortized cost, of $7.89 billion at December 31, 2021 increased by $38.2 million, or 0.49%, from September 30, 2021. After adjusting for seasonality and forgiveness of PPP loans, our loans grew by $75.9 million, or approximately 1%, from the end of the third quarter, or 4% annualized. The $38.2 million increase in total loans included increases of $106.6 million in dairy & livestock and agribusiness loans, $55.0 million in commercial real estate loans, $43.1 million in commercial and industrial loans, $9.3 million in SFR mortgage loans, and $2.6 million in other loans, partially offset by decreases of $144.4 million in PPP loans, $18.9 million in SBA loans, and $15.1 million in construction loans. The majority of the year-end growth in dairy & livestock and agribusiness loans was seasonal.

Total loans and leases, at amortized cost, of $7.89 billion at December 31, 2021 decreased by $461.1 million, or 5.52%, from December 31, 2020. The $461.1 million decrease in total loans included decreases of $696.4 million in PPP loans, $29.9 million in SFR mortgage loans, $22.9 million in construction loans, $15.3 million in SBA loans, and $11.3 million in consumer and other loans. Partially offsetting these declines were increases in commercial real estate loans of $288.2 million and $25.1 million in dairy & livestock and agribusiness loans. Our core loans, excluding PPP loans, grew by $235.3 million, or 3.2%, from the end of the fourth quarter of 2020.

Asset Quality
During the fourth quarter of 2021, we experienced credit charge-offs of $375,000 and total recoveries of $30,000, resulting in net charge-offs of $345,000. The allowance for credit losses (“ACL”) totaled $65.0 million at December 31, 2021, compared to $65.4 million at September 30, 2021 and $93.7 million at December 31, 2020. The allowance for credit losses was decreased by $25.5 million in 2021, due to the improved outlook in our forecast of certain macroeconomic variables that were influenced by the economic impact of the pandemic and government stimulus, and by $3.2 million in year-to-date net charge-offs. At December 31, 2021, ACL as a percentage of total loans and leases outstanding was 0.82%. This compares to 0.83% and 1.12% at September 30, 2021 and December 31, 2020, respectively. When PPP loans are excluded, the ACL as a percentage of total loans and leases outstanding was 0.84% at December 31, 2021, compared to 0.87% at September 30, 2021 and 1.25% at December 31, 2020.

Nonperforming loans, defined as nonaccrual loans and loans 90 days past due accruing interest plus nonperforming TDR loans, and nonperforming assets, defined as nonaccrual loans and loans 90 days past due accruing interest plus OREO, are highlighted below.

Classified loans are loans that are graded “substandard” or worse. Classified loans increased $6.3 million quarter-over-quarter and included a $10.8 million increase in classified commercial real estate loans, partially offset by a $1.7 million decrease in classified commercial and industrial loans and a $2.1 million decrease in classified dairy & livestock and agribusiness loans.

Deposits & Customer Repurchase Agreements
Deposits of $12.98 billion and customer repurchase agreements of $642.4 million totaled $13.62 billion at December 31, 2021. This represented an increase of $29.0 million, or 0.21%, when compared with $13.59 billion at September 30, 2021. Total deposits and customer repurchase agreements increased $1.44 billion, or 11.85% when compared with $12.18 billion at December 31, 2020.

Noninterest-bearing deposits were $8.10 billion at December 31, 2021, a decrease of $206.7 million, or 2.49%, when compared to $8.31 billion at September 30, 2021 and an increase of $648.7 million, or 8.70%, when compared to $7.46 billion at December 31, 2020. At December 31, 2021, noninterest-bearing deposits were 62.45% of total deposits, compared to 64.27% at September 30, 2021 and 63.52% at December 31, 2020.

Capital
The Company’s total equity was $2.08 billion at December 31, 2021. This represented an increase of $73.5 million from total equity of $2.01 billion at December 31, 2020. The increase was primarily due to net earnings of $212.5 million, partially offset by $97.8 million in cash dividends and a $39.3 million decrease in other comprehensive income from the tax effected impact of the decline in market value of available-for-sale securities. During the third quarter of 2021, we repurchased 390,336 shares of common stock for $7.4 million, or an average repurchase price of $18.97. Our tangible book value per share at December 31, 2021 was $10.27.

Our capital ratios under the revised capital framework referred to as Basel III remain well-above regulatory standards.

CitizensTrust
As of December 31, 2021 CitizensTrust had approximately $3.45 billion in assets under management and administration, including $2.50 billion in assets under management. Revenues were $3.1 million for the fourth quarter of 2021 and $11.6 million for 2021, compared to $2.7 million and $10.0 million, respectively, for the same periods of 2020. CitizensTrust provides trust, investment and brokerage related services, as well as financial, estate and business succession planning.

Merger Update
On January 7, 2022, the Company completed the previously announced merger (the “Merger”) transaction whereby Suncrest Bank (“Suncrest”) merged with and into the Company’s wholly-owned subsidiary Citizens Business Bank (“Citizens”), in accordance with the terms and conditions of that certain Agreement and Plan of Reorganization and Merger (“Merger Agreement”), dated as of July 27, 2021, by and among the Company, Citizens and Suncrest, in a stock and cash transaction valued at approximately $237 million in aggregate, or $18.63 per Suncrest share based on CVB Financial Corp.’s closing stock price of $22.87 on January 7, 2022. Under the terms of the Merger Agreement, the Company issued approximately 8.6 million shares of Company common stock and approximately $39.6 million in aggregate cash consideration, including cash paid out in settlement of outstanding incentive stock option awards at Suncrest.

Suncrest Bank, headquartered in Visalia, California, had approximately $1.4 billion in total assets, $0.8 billion in net loans, $1.2 billion in total deposits and $179.0 million in total equity as of December 31, 2021. Tangible book value per share was $11.16 at December 31, 2021. Suncrest’s seven branch locations and two loan production offices in California’s Central Valley and the Sacramento area opened as Citizens Business Bank locations on January 10, 2022.

Corporate Overview
CVB Financial Corp. (“CVBF”) is the holding company for Citizens Business Bank. CVBF is one of the 10 largest bank holding companies headquartered in California with over $16 billion in total assets. Citizens Business Bank is consistently recognized as one of the top performing banks in the nation and offers a wide array of banking, lending and investing services with more than 60 banking centers and 3 trust office locations serving the Inland Empire, Los Angeles County, Orange County San Diego County, Ventura County, Santa Barbara County, and Central California.

Shares of CVB Financial Corp. common stock are listed on the NASDAQ under the ticker symbol “CVBF”. For investor information on CVB Financial Corp., visit our Citizens Business Bank website at www.cbbank.com and click on the “ Investors ” tab.

Conference Call
Management will hold a conference call at 7:30 a.m. PST/10:30 a.m. EST on Thursday, January 27, 2022 to discuss the Company’s fourth quarter and year ended 2021 financial results.

To listen to the conference call, please dial (833) 301-1161, participant passcode 5190385. A taped replay will be made available approximately one hour after the conclusion of the call and will remain available through February 3, 2022 at 6:00 a.m. PST/9:00 a.m. EST. To access the replay, please dial (855) 859-2056, participant passcode 5190385.

The conference call will also be simultaneously webcast over the Internet; please visit our Citizens Business Bank website at www.cbbank.com and click on the “ Investors ” tab to access the call from the site. Please access the website 15 minutes prior to the call to download any necessary audio software. This webcast will be recorded and available for replay on the Company’s website approximately two hours after the conclusion of the conference call, and will be available on the website for approximately 12 months.

Safe Harbor
Certain statements set forth herein constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “will likely result”, “aims”, “anticipates”, “believes”, “could”, “estimates”, “expects”, “hopes”, “intends”, “may”, “plans”, “projects”, “seeks”, “should”, “will,” “strategy”, “possibility”, and variations of these words and similar expressions help to identify these forward-looking statements, which involve risks and uncertainties that could cause actual results or performance to differ materially from those projected. These forward-looking statements are based on management’s current expectations and beliefs concerning future developments and their potential effects on the Company including, without limitation, plans, strategies and goals, and statements about the Company’s outlook regarding revenue and asset growth, financial performance and profitability, loan and deposit growth, yields and returns, loan diversification and credit management, stockholder value creation, tax rates, and the impact of acquisitions we have made or may make. Such statements involve inherent risks and uncertainties, many of which are difficult to predict and are generally beyond the control of the Company, and there can be no assurance that future developments affecting the Company will be the same as those anticipated by management. The Company cautions readers that a number of important factors in addition to those set forth below could cause actual results to differ materially from those expressed in, or implied or projected by, such forward-looking statements.

Given the ongoing and dynamic nature of the COVID-19 pandemic, the ultimate extent of the impacts on our business, financial position, results of operations, liquidity, workforce, operating platform and prospects remain uncertain. In addition, changes to statutes, regulations, or regulatory policies or practices as a result of, or in response to the COVID-19 pandemic, could affect us in substantial and unpredictable ways, including the potential adverse impact of loan modifications and payment deferrals implemented consistent with recent regulatory guidance.

General risks and uncertainties include, but are not limited to, the following: the strength of the United States economy in general and the strength of the local economies in which we conduct business; the effects of, and changes in, trade, monetary, and fiscal policies and laws, including interest rate policies of the Board of Governors of the Federal Reserve System; inflation/deflation, interest rate, market, and monetary fluctuations; the effect of acquisitions we have made or may make, including, without limitation, the failure to obtain the necessary regulatory approvals, the failure to achieve the expected revenue growth and/or expense savings from such acquisitions, and/or the failure to effectively integrate an acquisition target into our operations; the timely development of competitive new products and services and the acceptance of these products and services by new and existing customers; the impact of changes in financial services policies, laws, and regulations, including those concerning taxes, banking, securities, and insurance, and the application thereof by regulatory bodies; the effectiveness of our risk management framework and quantitative models; changes in the level of our nonperforming assets and charge-offs; the transition away from USD LIBOR and uncertainties regarding potential alternative reference rates, including SOFR; the effect of changes in accounting policies and practices or accounting standards, as may be adopted from time-to-time by bank regulatory agencies, the U.S. Securities and Exchange Commission (“SEC”), the Public Company Accounting Oversight Board, the Financial Accounting Standards Board or other accounting standards setters, including ASU 2016-13 (Topic 326), “Measurement of Credit Losses on Financial Instruments,” commonly referenced as the CECL model, which has changed how we estimate credit losses and may further increase the required level of our allowance for credit losses in future periods; possible credit related impairments of securities held by us; possible impairment charges to goodwill; changes in consumer spending, borrowing, and savings habits; the effects of our lack of a diversified loan portfolio, including the risks of geographic and industry concentrations; periodic fluctuations in commercial or residential real estate prices or values; our ability to attract deposits and other sources of liquidity; the possibility that we may reduce or discontinue the payments of dividends on our common stock; changes in the financial performance and/or condition of our borrowers; changes in the competitive environment among financial and bank holding companies and other financial service providers; technological changes in banking and financial services; geopolitical conditions, including acts or threats of terrorism, actions taken by the United States or other governments in response to acts or threats of terrorism, and/or military conflicts, which could impact business and economic conditions in the United States and abroad; catastrophic events or natural disasters, including earthquakes, drought, climate change or extreme weather events that may affect our assets, communications or computer services, customers, employees or third party vendors; public health crises and pandemics, such as the COVID-19 pandemic, and their effects on the economic and business environments in which we operate, including on our credit quality and business operations, as well as the impact on general economic and financial market conditions; cybersecurity threats and the cost of defending against them, including the costs of compliance with potential legislation to combat cybersecurity at a state, national, or global level; our ability to recruit and retain key executives, board members and other employees, and changes in employment laws and regulations; unanticipated regulatory or legal proceedings; and our ability to manage the risks involved in the foregoing. Additional factors that could cause actual results to differ materially from those expressed in the forward-looking statements are discussed in the Company's 2020 Annual Report on Form 10-K filed with the SEC and available at the SEC’s Internet site (http://www.sec.gov).

The Company does not undertake, and specifically disclaims any obligation, to update any forward-looking statements to reflect occurrences or unanticipated events or circumstances after the date of such statements, except as required by law. Any statements about future operating results, such as those concerning accretion and dilution to the Company’s earnings or shareholders, are for illustrative purposes only, are not forecasts, and actual results may differ.

Non-GAAP Financial Measures — Certain financial information provided in this presentation has not been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and is presented on a non-GAAP basis. Investors and analysts should refer to the reconciliations included in this presentation and should consider the Company’s non-GAAP measures in addition to, not as a substitute for or as superior to, measures prepared in accordance with GAAP. These measures may or may not be comparable to similarly titled measures used by other companies.