rbb20230302_8k.htm
false 0001499422 0001499422 2023-04-24 2023-04-24
 
 


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 

 
FORM 8-K
 

 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): April 24, 2023 (April 24, 2023) 
 

 
RBB BANCORP
(Exact name of Registrant as Specified in Its Charter)
 

 
California
001-38149
27-2776416
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
     
1055 Wilshire Blvd., 12th floor,
Los Angeles, California
 
90017
(Address of Principal Executive Offices)
 
(Zip Code)
 
Registrant’s Telephone Number, Including Area Code: (213) 627-9888
 
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
 

 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12 (b) of the Act:
 
Title of each class
 
Trading
Symbol(s)
 
Name of exchange on which registered
Common Stock, No Par Value
 
RBB
 
NASDAQ Global Select Market
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
 
Emerging growth company 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


 
 

 
Item 2.02 Results of Operations and Financial Condition.
 
On April 25, 2023, RBB Bancorp issued a press release setting forth the financial results for the quarter ended March 31, 2023, and information relating to our quarterly conference call and webcast. A copy of this press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference.
 
The information furnished under Item 2.02 and Item 9.01 of this Current Report on Form 8-K (including Exhibits 99.1 and 99.2) shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set for the by specific reference in such filing.
 
Item 8.01 Other Events.
 
On April 20, 2023, RBB Bancorp announced that its Board of Directors declared a cash dividend of $0.16 per share of its common stock. The dividend is payable on May 12, 2023, to common shareholders of record as of May 1, 2023. A copy of the press release issued by RBB Bancorp on April 20, 2023 regarding the cash dividend described in this Item 8.01 is attached as Exhibit 99.2 to this Current Report on Form 8-K.  The information contained in Exhibit 99.2 shall not be deemed filed for the purposes of the Securities Act of 1934, as amended, nor shall such information and Exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
 
Item 9.01 Financial Statements and Exhibits.
 
(d)
 
Exhibits.
     
99.1
 
     
99.2
 
     
99.3   RBB Bancorp appoints Robert Franko and Scott Polakoff to Board of Directors
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 

 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
RBB BANCORP
(Registrant)
       
Date: April 24, 2023
By:
 
/s/ Alex Ko
     
Alex Ko
     
Chief Financial Officer
 
 
ex_482870.htm
 

Exhibit 99.1

 

https://cdn.kscope.io/cd9321548d370ac30032ddbdd4274877-logo.jpg

 

 

RBB Bancorp Reports First Quarter 2023 Earnings

 

 

Los Angeles, CA, April 24, 2023 – RBB Bancorp (NASDAQ:RBB) and its subsidiaries, Royal Business Bank (“the Bank”) and RBB Asset Management Company (“RAM”), collectively referred to herein as “the Company,” announced financial results for the quarter ended March 31, 2023.

 

The Company reported net income of $11.0 million, or $0.58 diluted earnings per share, for the quarter ended March 31, 2023, compared to net income of $17.6 million, or $0.92 diluted earnings per share, and $14.6 million, or $0.74 diluted earnings per share, for the quarter ended December 31, 2022 and March 31, 2022, respectively.

 

“Fundamentally our first quarter results reflected a solid start to 2023, despite the challenges the industry faced in March,” said David Morris, President and CEO of RBB Bancorp. “Net income was impacted by increased legal expenses and other professional expenses, but we expect these expenses to normalize in future quarters.  Thanks to the loyalty of our customers, we achieved a 5.8% increase in deposits in the first quarter and we are cautiously optimistic that the rapid increase in our cost of deposits and cost of funds that we have experienced over the past year will moderate in coming quarters. Our liquidity remains strong, and we are well positioned to service our existing customers. We expect our loan to deposit ratio to decrease in 2023 as we restructure our balance sheet in response to the ongoing market volatility.”

 

“Management and the Board continue to focus on rigorously improving internal processes and taking actions necessary to maximize long-term shareholder value,” said Dr. James Kao, Chairman of the Company, “We are pleased to welcome Mr. Scott Polakoff and Mr. Robert Franko to the Board of Directors of RBB Bancorp and believe they possess the skills and experience to enhance our governance and assist us in positioning the Company to take advantage of future opportunities to expand our business and grow our franchise." Mr. Polakoff is a former Regional Director of the Federal Deposit Insurance Corporation for the Chicago Region and Mr. Franko is a long-time commercial banker, most recently the President and CEO of First Choice Bank.

 

First Quarter 2023 Highlights

 

 

Net income of $11.0 million, or $0.58 diluted earnings per share.

 

Net interest income of $34.1 million.

 

Deposits, excluding brokered certificates of deposits, increased by $58.5 million, or 8.7% annualized, from the end of the fourth quarter.

 

Return on average assets of 1.12%.

 

Return on average tangible common equity of 10.66%. (1)

 

Net interest margin of 3.70%.

 

Total loans increased by $6.0 million and total deposits increase by $173.4 million, respectively, resulting in a decrease in the loan to deposit ratio to 106 % from 112 % at the end of the prior quarter.

 

The ratio of allowance for credit losses to total loans increased to 1.29% from 1.23% at the end of prior quarter.

 

The Company's capital position remained strong with a ratio of 16.3% tier 1 common equity to risk-weighted assets.

 

(1)

Reconciliations of the non–U.S. generally accepted accounting principles (“GAAP”) measures are set forth at the end of this press release.

 

1

 

Net Interest Income and Net Interest Margin

 

Net interest income, before provision for credit losses, was $34.1 million for the first quarter of 2023, compared to $39.0 million for the fourth quarter of 2022. The $4.9 million decrease was primarily attributable to an increase in interest expense on time deposits. For the first quarter of 2023, average time deposits increased $327.1 million and the interest rate paid on time deposits increased 96 basis points, from 2.29% to 3.25%, from the fourth quarter of 2022.

 

Compared to the first quarter of 2022, net interest income, before provision for credit losses, decreased $390,000 from $34.5 million. The decrease was primarily attributable to an increase in average interest-bearing deposits of $206.7 million and a 231 basis points increase in the interest rate paid on interest-bearing deposits, partially offset by an increase in average loans of $359.2 million and a 92 basis points increase in the yield earned on loans.

 

Net interest margin was 3.70% for the first quarter of 2023, a decrease of 56 basis points from 4.26% in the fourth quarter of 2022 due primarily to an 82 basis point increase in the average cost on interest-bearing deposits from 1.93% in the fourth quarter of 2022 to 2.75% in the first quarter of 2023. Cost of interest-bearing deposits increased due to increasing market rates and peer bank deposit competition.

 

Noninterest Income

 

Noninterest income was $2.4 million for the first quarter of 2023, an increase of $10,000 from $2.4 million in the fourth quarter of 2022. The increase was primarily driven by a $150,000 increase in loan servicing fees due to loan prepayments slowing down in 2023 and a $34,000 increase in service charges, partially offset by an $85,000 decrease in recoveries on purchased loans and a $83,000 decrease in gain on sale of loans during the quarter.

 

During the first quarter of 2023, loan sale volume and gain on loan sales decreased compared to prior quarter. The Company sold $836,000 in Federal National Mortgage Association ("Fannie Mae") qualified mortgage loans for a net gain of $19,000 during the first quarter of 2023 compared to $2.8 million in Fannie Mae qualified mortgage loans sold for a net gain of $69,000 during the fourth quarter of 2022. The Company sold $127,000 in Small Business Association ("SBA") loans during the first quarter of 2023 for a net gain of $10,000, compared to $834,000 SBA loans sold for a net gain of $43,000 during the fourth quarter of 2022.

 

Noninterest income decreased by $405,000 from $2.9 million in the first quarter of 2022. The decrease was primarily attributable to a $1.1 million decrease in gain on sale of loans due to interest rate hikes that caused decreases in both loans held for sale and gains on loans sold.

 

2

 

Noninterest Expense

 

Noninterest expense for the first quarter of 2023 was $18.9 million, compared to $14.2 million for the fourth quarter of 2022. The $4.8 million increase was primarily attributable to a $2.9 million increase in salaries and employee benefits expenses and a $2.0 million increase in legal and other professional fees. The increase in salaries and employee benefits expenses was due to the normalization of those benefits following fourth quarter reversals which reduced those expenses.

 

Income Taxes

 

The effective tax rate was 29.4% for the first quarter of 2023, 30.5% for the fourth quarter of 2022, and 30.4% for the first quarter of 2022. 

 

Balance sheet Management

 

Management expects to reduce the size of the loan portfolio in the next few quarters by slowing the pace of loan originations and focusing on supporting core relationships. Management is targeting a reduction in the loan to deposit ratio to below 100% by June 30, 2023 and to below 95% by the end of 2023 and is proactively offering various alternatives, including IntraFi Cash Service (“ICS”) and CDARS, to clients with deposit balances that exceed $250,000 to reduce the level of uninsured deposits.

 

Loan and Securities Portfolio

 

Loans held for investment, net of deferred fees and discounts, totaled $3.34 billion as of March 31, 2023, an increase of $6.0 million from December 31, 2022, and an increase of $335.9 million from March 31, 2022. The increase from December 31, 2022 was primarily due to a $75.9 million increase in single-family residential mortgage loans, partially offset by a $45.2 million decrease in commercial and industrial loans and a $23.9 million decrease in commercial real estate loans. The increase from March 31, 2022 was primarily due to a $475.4 million increase in single-family residential mortgages and a $70.2 million increase in commercial real estate loans, offset by a $124.8 million decrease in commercial and industrial loans and a $65.6 million decrease in construction and land development loans.

 

During the first quarter of 2023, single-family residential mortgage production was $108.7 million while net payoffs and paydowns were $32.0 million. During the fourth quarter of 2022, single-family residential mortgage production was $130.8 million while payoffs and paydowns were $21.4 million.

 

There were no mortgage loans held for sale as of March 31, 2023 and December 31, 2022 and $3.6 million as of March 31, 2022. The Company originated $836,000 in Fannie Mae mortgage loans for sale during the first quarter of 2023, compared with $889,000 during the fourth quarter of 2022. 

 

In the first quarter of 2023, SBA loan production was $3.0 million and total SBA loan sales were $127,000 compared to SBA loan production of $10.2 million and total SBA loan sales of $834,000 in the fourth quarter of 2022. 

 

As of March 31, 2023, the Bank’s total available-for-sale securities amounted to $293.4 million, including available-for-sale securities maturing in over 12 months of $235.9 million. As of March 31, 2023 the Bank recorded gross unrealized losses of $28.7 million on its available-for-sale securities compared to gross unrealized losses of $31.2 million as of December 31, 2022 with respect to its available-for-sale securities.

 

Liquidity and Deposits

 

Total deposits were $3.2 billion as of March 31, 2023, which reflected an increase of $173.4 million or 5.8% compared to December 31, 2022. As of March 31, 2023, the Company had $230.7 million in cash on the balance sheet, which is an increase of $147.2 million or 176% from December 31, 2022. In addition, the Company had $818.4 million in Federal Home Loan Bank borrowing availability, Fed fund lines of $92.0 million, $11.2 million in available funds from the FRB Discount window and $293.3 million in available for sale securities that were unpledged. The Company has $149.1 million loans qualified to be pledged to the FRB. The total of these available sources represents $1.6 billion or 146% of total uninsured deposit or 169% of adjusted uninsured deposit, which excludes ICS and CDARS program deposits and uninsured deposits affiliated with directors and officers of the Company.

 

Total adjusted uninsured deposits of $945.4 million represented approximately 30% of total deposits as of March 31, 2023. Uninsured deposits affiliated with directors and officers of the Company amounted to $29.1 million. Since mid-March, we have been diligently working with our larger deposit clients to enroll them in the ICS and CDARS program to ensure that all of their deposits are FDIC insured. ICS and CDARS program deposits amounted $116.2 million at March 31, 2023. 

 

Credit Quality

 

Nonperforming assets totaled $27.0 million, or 0.66% of total assets at March 31, 2023, compared to $24.1 million, or 0.61% of total assets at December 31, 2022. The $2.9 million increase in nonperforming assets was due to the increase in single-family residential loans in the amount of $4.7 million, partially offset by single-family residential loan payoffs or paydowns of $1.8 million.

 

Our 30-89 day delinquent loans, excluding non-accrual loans, decreased $961,000 to $14.3 million as of March 31, 2023 compared to $15.2 million as of December 31, 2022. 

 

3

 

Total net charge-offs were $157,000 for the first quarter of 2023, as compared to net charge-offs of $85,000 in the prior quarter and net recoveries of $14,000 in the same quarter last year.

 

The allowance for credit losses totaled $43.1 million, or 1.29% of loans held for investment at March 31, 2023, compared with $41.1 million, or 1.23%, of loans held for investment at December 31, 2022. 

 

Dividend Payout and Stock Repurchase

 

During the first quarter of 2023, the Board of Directors declared a common stock cash dividend of $0.16 per share, payable on May 12, 2023 to stockholders of record on May 1, 2023.

 

On June 14, 2022, the Board of Directors authorized the repurchase of up to 500,000 shares of common stock, of which 433,124 shares remain available. The Company did not repurchase any shares during the first quarter of 2023, and has not repurchased any shares since October 24, 2022 pursuant to this authorization.

 

 

Contact:

Alex Ko, Chief Financial Officer

 

(213) 533-7919

  Alexko@rbbusa.com

 

4

 

Corporate Overview

 

RBB Bancorp is a community-based financial holding company headquartered in Los Angeles, California. As of March 31, 2023, the Company had total assets of $4.1 billion. Its wholly-owned subsidiary, the Bank, is a full service commercial bank, which provides business banking services to the Asian communities in Los Angeles County, Orange County, and Ventura County in California, in Las Vegas, Nevada, in Brooklyn, Queens, and Manhattan in New York, in Edison, New Jersey, in the Chicago neighborhoods of Chinatown and Bridgeport, Illinois, and on Oahu, Hawaii. Bank services include remote deposit, E-banking, mobile banking, commercial and investor real estate loans, business loans and lines of credit, commercial and industrial loans, SBA 7A and 504 loans, 1-4 single family residential loans, automobile lending, trade finance, a full range of depository account products and wealth management services. The Bank has nine branches in Los Angeles County, two branches in Ventura County, one branch in Orange County, California, one branch in Las Vegas, Nevada, three branches and one loan operation center in Brooklyn, three branches in Queens, one branch in Manhattan in New York, one branch in Edison, New Jersey, two branches in Chicago, Illinois, and one branch in Honolulu, Hawaii. The Company's administrative and lending center is located at 1055 Wilshire Blvd., Los Angeles, California 90017, and its finance and operations center is located at 7025 Orangethorpe Ave., Buena Park, California 90621. The Company's website address is www.royalbusinessbankusa.com.

 

Conference Call

 

Management will hold a conference call at 11:00 a.m. Pacific time/2:00 p.m. Eastern time on Tuesday, April 25, 2023, to discuss the Company’s first quarter 2023 financial results.

 

To listen to the conference call, please dial 1-888-506-0062 or 1-973-528-0011, the Participant ID code is 874821, conference ID RBBQ123. A replay of the call will be made available at 1-877-481-4010 or 1-919-882-2331, the passcode is 48133, approximately one hour after the conclusion of the call and will remain available through May 9, 2023.

 

The conference call will also be simultaneously webcast over the Internet; please visit our Royal Business Bank website at www.royalbusinessbankusa.com and click on the “Investors” tab to access the call from the site. This webcast will be recorded and available for replay on our website approximately two hours after the conclusion of the conference call.

 

Disclosure

 

This press release contains certain non-GAAP financial disclosures for tangible common equity and tangible assets and adjusted earnings. The Company uses certain non-GAAP financial measures to provide meaningful supplemental information regarding the Company’s operational performance and to enhance investors’ overall understanding of such financial performance. Please refer to the tables at the end of this release for a presentation of performance ratios in accordance with GAAP and a reconciliation of the non-GAAP financial measures to the GAAP financial measures.

 

5

 

Safe Harbor

 

Certain matters set forth herein (including the exhibits hereto) constitute forward-looking statements relating to the Company’s current business plans and expectations and our future financial position and operating results. These forward-looking statements are subject to risks and uncertainties that could cause actual results, performance and/or achievements to differ materially from those projected. These risks and uncertainties include, but are not limited to, business and economic conditions generally and in the financial services industry, nationally and within our current and future geographic markets, including the tight labor market, ineffective management of the U.S. federal budget or debt or turbulence or uncertainly in domestic of foreign financial markets; the strength of the United States economy in general and the strength of the local economies in which we conduct operations; possible additional provisions for loan losses and charge-offs; credit risks of lending activities and deterioration in asset or credit quality; extensive laws and regulations and supervision that we are subject to, including potential supervisory action by bank supervisory authorities; increased costs of compliance and other risks associated with changes in regulation, including any amendments to the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”); compliance with the Bank Secrecy Act and other money laundering statutes and regulations; potential goodwill impairment; liquidity risk; fluctuations in interest rates; the transition away from the London Interbank Offering Rate ("LIBOR") and related uncertainty as well as the risks and costs related to our adopted alternative reference rate, including the Secured Overnight Financing Rate ("SOFR"); risks associated with acquisitions and the expansion of our business into new markets; inflation and deflation; real estate market conditions and the value of real estate collateral; environmental liabilities; our ability to compete with larger competitors; our ability to retain key personnel; successful management of reputational risk; severe weather, natural disasters, earthquakes, fires; or other adverse external events could harm our business; 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, including the war between Russia and Ukraine, which could impact business and economic conditions in the United States and abroad; public health crises and pandemics, including the COVID-19 pandemic, and their effects on the economic and business environments in which we operate, including our credit quality and business operations, as well as the impact on general economic and financial market conditions; general economic or business conditions in Asia, and other regions where the Bank has operations; failures, interruptions, or security breaches of our information systems; climate change, including any enhanced regulatory, compliance, credit and reputational risks and costs; cybersecurity threats and the cost of defending against them; our ability to adapt our systems to the expanding use of technology in banking; risk management processes and strategies; adverse results in legal proceedings; the impact of regulatory enforcement actions, if any; certain provisions in our charter and bylaws that may affect acquisition of the Company; changes in tax laws and regulations; the impact of governmental efforts to restructure the U.S. financial regulatory system; the impact of future or recent changes in the Federal Deposit Insurance Corporation ("FDIC") insurance assessment rate of the rules and regulations related to the calculation of the FDIC insurance assessment amount;  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 (“FASB”) or other accounting standards setters, including Accounting Standards Update (“ASU” or “Update”) 2016-13 (Topic 326, “Measurement of Current Losses on Financial Instruments, commonly referenced as the Current Expected Credit Losses Model (“CECL”) model, which changed how we estimate credit losses and may further increase the required level of our allowance for credit losses in future periods; market disruption and volatility;  fluctuations in the Bancorp’s stock price; restrictions on dividends and other distributions by laws and regulations and by our regulators and our capital structure; issuances of preferred stock; our ability to raise additional capital, if needed, and the potential resulting dilution of interests of holders of our common stock; the soundness of other financial institutions; our ongoing relations with our various federal and state regulators, including the SEC, FDIC, FRB and California DFPI (formerly DBO); our success at managing the risks involved in the foregoing items and all other factors set forth in the Company’s public reports, including its Annual Report as filed under Form 10-K for the year ended December 31, 2022, and particularly the discussion of risk factors within that document. 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.

 

 

6

 

RBB BANCORP AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited, except for December 31, 2022)

(Dollars in thousands)

 

   

March 31,

   

December 31,

   

March 31,

 
   

2023

   

2022

   

2022

 

Assets

                       

Cash and due from banks

  $ 230,703     $ 83,548     $ 149,767  

Federal funds sold and other cash equivalents

                200,000  

Total cash and cash equivalents

    230,703       83,548       349,767  

Interest-bearing deposits in other financial institutions

    600       600       600  

Investment securities available for sale

    293,371       256,830       420,448  

Investment securities held to maturity

    5,722       5,729       6,246  

Mortgage loans held for sale

                3,572  

Loans held for investment

    3,342,416       3,336,449       3,006,484  

Allowance for credit losses

    (43,071 )     (41,076 )     (33,292 )

Net loans held for investment

    3,299,345       3,295,373       2,973,192  

Premises and equipment, net

    27,040       27,009       27,455  

Federal Home Loan Bank (FHLB) stock

    15,000       15,000       15,000  

Cash surrender value of life insurance

    57,645       57,310       56,313  

Goodwill

    71,498       71,498       71,498  

Servicing assets

    9,159       9,521       11,048  

Core deposit intangibles

    3,481       3,718       4,525  

Right-of-use assets- operating leases

    29,931       25,447       22,451  

Accrued interest and other assets

    65,996       67,475       51,454  

Total assets

  $ 4,109,491     $ 3,919,058     $ 4,013,569  

Liabilities and shareholders' equity

                       

Deposits:

                       

Noninterest-bearing demand

  $ 672,177     $ 798,741     $ 1,159,703  

Savings, NOW and money market accounts

    617,101       615,339       885,050  

Time deposits, less than $250,000

    1,122,687       837,369       570,274  

Time deposits, greater than or equal to $250,000

    739,098       726,234       553,226  

Total deposits

    3,151,063       2,977,683       3,168,253  

FHLB advances

    220,000       220,000       150,000  

Long-term debt, net of debt issuance costs

    173,730       173,585       173,152  

Subordinated debentures

    14,774       14,720       14,556  

Lease liabilities - operating leases

    31,078       26,523       23,314  

Accrued interest and other liabilities

    24,099       21,984       19,469  

Total liabilities

    3,614,744       3,434,495       3,548,744  

Shareholders' equity:

                       

Shareholder's equity

    514,553       506,156       475,077  

Non-controlling interest

    72       72       72  

Accumulated other comprehensive loss, net of tax

    (19,878 )     (21,665 )     (10,324 )

Total shareholders' equity

    494,747       484,563       464,825  

Total liabilities and shareholders’ equity

  $ 4,109,491     $ 3,919,058     $ 4,013,569  

 

7

 

RBB BANCORP AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(Dollars in thousands, except share and per share data) 

 

   

For the Three Months Ended

 
   

March 31, 2023

   

December 31, 2022

   

March 31, 2022

 

Interest and dividend income:

                       

Interest and fees on loans

  $ 49,942     $ 49,468     $ 37,886  

Interest on interest-bearing deposits

    791       697       171  

Interest on investment securities

    2,536       1,874       1,007  

Dividend income on FHLB stock

    265       265       227  

Interest on federal funds sold and other

    217       347       275  

Total interest income

    53,751       52,651       39,566  

Interest expense:

                       

Interest on savings deposits, NOW and money market accounts

    2,296       2,471       718  

Interest on time deposits

    13,406       7,798       1,574  

Interest on subordinated debentures and long term debt

    2,539       2,491       2,348  

Interest on other borrowed funds

    1,409       898       435  

Total interest expense

    19,650       13,658       5,075  

Net interest income before provision for credit losses

    34,101       38,993       34,491  

Provision for credit losses

    2,014       1,887       366  

Net interest income after provision for credit losses

    32,087       37,106       34,125  

Noninterest income:

                       

Service charges, fees and other

    1,252       1,218       1,121  

Gain on sale of loans

    29       112       1,174  

Loan servicing fees, net of amortization

    731       581       432  

Recoveries on loans acquired in business combinations

    5       90      

 

Unrealized gain/(loss)on derivatives

    10       16       (108 )

Increase in cash surrender value of life insurance

    335       335       325  

Total noninterest income

    2,362       2,352       2,944  

Noninterest expense:

                       

Salaries and employee benefits

    9,874       6,930       9,369  

Occupancy and equipment expenses

    2,398       2,364       2,206  

Data processing

    1,299       1,203       1,258  

Legal and professional

    3,013       1,045       1,006  

Office expenses

    375       405       293  

Marketing and business promotion

    300       406       307  

Insurance and regulatory assessments

    504       489       441  

Core deposit premium

    237       253       279  

Other expenses

    921       1,061       902  

Total noninterest expense

    18,921       14,156       16,061  

Income before income taxes

    15,528       25,302       21,008  

Income tax expense

    4,567       7,721       6,391  

Net income

  $ 10,961     $ 17,581     $ 14,617  
                         

Net income per share

                       

Basic

  $ 0.58     $ 0.93     $ 0.75  

Diluted

  $ 0.58     $ 0.92     $ 0.74  

Cash Dividends declared per common share

  $ 0.16     $ 0.14     $ 0.14  

Weighted-average common shares outstanding

                       

Basic

    18,985,846       18,971,250       19,377,407  

Diluted

    19,049,685       19,086,586       19,799,323  
8

 

RBB BANCORP AND SUBSIDIARIES

AVERAGE BALANCE SHEET AND NET INTEREST INCOME

(Unaudited)

 

 

   

For the Three Months Ended

 
   

March 31, 2023

   

December 31, 2022

   

March 31, 2022

 
   

Average

   

Interest

   

Yield /

   

Average

   

Interest

   

Yield /

   

Average

   

Interest

   

Yield /

 

(tax-equivalent basis, dollars in thousands)

 

Balance

   

& Fees

   

Rate

   

Balance

   

& Fees

   

Rate

   

Balance

   

& Fees

   

Rate

 

Earning assets:

                                                                       

Federal funds sold, cash equivalents & other (1)

  $ 110,750     $ 1,272       4.66 %   $ 94,932     $ 1,310       5.47 %   $ 628,634     $ 673       0.43 %

Securities

                                                                       

Available for sale (2)

    277,206       2,510       3.67 %     245,348       1,847       2.99 %     392,858       974       1.01 %

Held to maturity (2)

    5,727       51       3.61 %     5,733       50       3.46 %     6,250       57       3.70 %

Mortgage loans held for sale

    88       1       6.45 %     192       3       6.20 %     3,652       43       4.78 %

Loans held for investment: (3)

                                                                       

Real estate

    3,092,667       44,903       5.89 %     3,006,293       43,864       5.79 %     2,602,382       33,095       5.16 %

Commercial

    249,911       5,038       8.18 %     280,326       5,601       7.93 %     380,978       4,748       5.05 %

Total loans

    3,342,578       49,941       6.06 %     3,286,619       49,465       5.97 %     2,983,360       37,843       5.14 %

Total earning assets

    3,736,349     $ 53,775       5.84 %     3,632,824     $ 52,675       5.75 %     4,014,754     $ 39,590       4.00 %

Noninterest-earning assets

    239,952                       247,589                       241,235                  

Total assets

  $ 3,976,301                     $ 3,880,413                     $ 4,255,989                  
                                                                         

Interest-bearing liabilities

                                                                       

NOW

  $ 63,401     $ 108       0.69 %   $ 67,854     $ 77       0.45 %   $ 75,399     $ 43       0.23 %

Money Market

    458,824       2,140       1.89 %     561,575       2,337       1.65 %     720,197       643       0.36 %

Saving deposits

    120,695       49       0.16 %     136,623       57       0.17 %     145,327       32       0.09 %

Time deposits, less than $250,000

    912,694       7,425       3.30 %     716,476       3,884       2.15 %     600,563       754       0.51 %

Time deposits, $250,000 and over

    762,770       5,981       3.18 %     631,897       3,914       2.46 %     570,210       820       0.58 %

Total interest-bearing deposits

    2,318,384       15,703       2.75 %     2,114,425       10,269       1.93 %     2,111,696       2,292       0.44 %

FHLB advances

    229,778       1,409       2.49 %     196,304       898       1.81 %     150,000       435       1.18 %

Long-term debt

    173,635       2,194       5.12 %     173,491       2,194       5.02 %     173,058       2,194       5.14 %

Subordinated debentures

    14,739       344       9.47 %     14,684       297       8.02 %     14,521       154       4.30 %

Total interest-bearing liabilities

    2,736,536       19,650       2.91 %     2,498,904       13,658       2.17 %     2,449,275       5,075       0.84 %

Noninterest-bearing liabilities

                                                                       

Noninterest-bearing deposits

    698,351                       856,917                       1,301,497                  

Other noninterest-bearing liabilities

    49,113                       46,628                       34,319                  

Total noninterest-bearing liabilities

    747,464                       903,545                       1,335,816                  

Shareholders' equity

    492,301                       477,964                       470,898                  

Total liabilities and shareholders' equity

  $ 3,976,301                     $ 3,880,413                     $ 4,255,989                  

Net interest income / interest rate spreads

          $ 34,125       2.93 %           $ 39,017       3.58 %           $ 34,515       3.16 %

Net interest margin

                    3.70 %                     4.26 %                     3.49 %

 


(1)

Includes income and average balances for FHLB stock, term federal funds, interest-bearing time deposits and other miscellaneous interest-bearing assets.

(2)

Interest income and average rates for tax-exempt loans and securities are presented on a tax-equivalent basis.

(3)

Average loan balances include nonaccrual loans and loans held for sale. Interest income on loans includes - amortization of deferred loan fees, net of deferred loan costs.

 

 

9

 

RBB BANCORP AND SUBSIDIARIES

SELECTED FINANCIAL HIGHLIGHTS

(Unaudited)

 

 

   

For the Three Months Ended

 
   

March 31,

   

December 31,

   

March 31,

 
   

2023

   

2022

   

2022

 

Per share data (common stock)

                       

Book value

  $ 26.05     $ 25.55     $ 24.15  

Tangible book value (1)

  $ 22.10     $ 21.58     $ 20.20  

Performance ratios

                       

Return on average assets, annualized

    1.12 %     1.80 %     1.39 %

Return on average shareholders' equity, annualized

    9.03 %     14.59 %     12.59 %

Return on average tangible common equity, annualized (1)

    10.66 %     17.33 %     14.91 %

Noninterest income to average assets, annualized

    0.24 %     0.24 %     0.28 %

Noninterest expense to average assets, annualized

    1.93 %     1.45 %     1.53 %

Yield on average earning assets

    5.84 %     5.75 %     4.00 %

Cost of average total deposits

    2.11 %     1.37 %     0.27 %

Cost of average interest-bearing deposits

    2.75 %     1.93 %     0.44 %

Cost of average interest-bearing liabilities

    2.91 %     2.17 %     0.84 %

Accretion on loans to average earning assets

    0.02 %     0.00 %     0.02 %

Net interest spread

    2.93 %     3.58 %     3.16 %

Net interest margin

    3.70 %     4.26 %     3.49 %

Efficiency ratio (2)

    51.89 %     34.24 %     42.90 %

Common stock dividend payout ratio

    27.59 %     15.05 %     18.67 %

 


(1)

Reconciliations of the non–U.S. generally accepted accounting principles (“GAAP”) measures are set forth at the end of this press release.

(2)

Ratio calculated by dividing noninterest expense by the sum of net interest income before provision for credit losses and noninterest income.

 

10

 

RBB BANCORP AND SUBSIDIARIES

SELECTED FINANCIAL HIGHLIGHTS

(Unaudited)

(Dollars in thousands)

 

   

As of

 
   

March 31,

   

December 31,

   

March 31,

 
   

2023

   

2022

   

2022

 

Credit Quality Data:

                       

Loans 30-89 days past due

  $ 14,288     $ 15,249     $ 17,635  

Loans 30-89 days past due to total loans

    0.43 %     0.46 %     0.59 %

Nonperforming loans (2)

  $ 26,436     $ 23,523     $ 20,691  

Nonperforming loans to total loans

    0.79 %     0.71 %     0.69 %

Nonperforming assets (2)

  $ 27,013     $ 24,100     $ 20,984  

Nonperforming assets to total assets

    0.66 %     0.61 %     0.52 %

Allowance for credit losses to total loans

    1.29 %     1.23 %     1.11 %

Allowance for credit losses to nonperforming loans

    162.93 %     174.62 %     160.90 %

Net Charge-offs (recoveries)

   

$ 157

     

$ 85

     

$ (14)

 

Net charge-offs (recoveries) to average loans (for the quarter-to-date period)

    0.02 %     0.01 %     (0.00 %)
                         

Regulatory and other capital ratios

                       

Tangible common equity to tangible assets (1)

    10.40 %     10.65 %     9.87 %

Tier 1 leverage ratio

    11.61 %     11.67 %     9.90 %

Tier 1 common capital to risk-weighted assets

    16.34 %     16.03 %     14.12 %

Tier 1 capital to risk-weighted assets

    16.89 %     16.58 %     14.63 %

Total capital to risk-weighted assets

    24.58 %     24.27 %     21.96 %

 


(1)

Reconciliations of the non-U.S. generally accepted accounting principles ("GAAP") measures are set forth at the end of this press release.

(2) Nonperforming loans and nonperforming assets were revised from $11,525 and $12,102, respectively, as shown in the earnings release for the quarter and year ended December 31, 2022, to $23,523 and $24,100, respectively, as correctly shown in the Company's Annual Report on 10-K for the year ended December 31, 2022, due to a $12 million construction loan that was not included in nonperforming loans and nonperforming assets in the Company's earnings release as of the year ended December 31, 2022.

 

11

 

RBB BANCORP AND SUBSIDIARIES

SELECTED FINANCIAL HIGHLIGHTS

(Unaudited, except for December 31, 2022)

 

Loan Portfolio Detail

 

As of March 31, 2023

   

As of December 31, 2022

   

As of March 31, 2022

 

(dollars in thousands)

     $    

%

       $    

%

         

%

 

Loans:

                                               

Commercial and industrial

  $ 156,023       4.7 %   $ 201,223       6.0 %   $ 280,825       9.3 %

SBA

    58,531       1.7 %     61,411       1.9 %     67,688       2.3 %

Construction and land development

    281,203       8.4 %     276,876       8.3 %     346,766       11.5 %

Commercial real estate (1)

    1,288,188       38.5 %     1,312,132       39.3 %     1,217,985       40.5 %

Single-family residential mortgages

    1,539,982       46.1 %     1,464,108       43.9 %     1,064,581       35.4 %

Other loans

    18,489       0.6 %     20,699       0.6 %     28,639       1.0 %

Total loans (2)

  $ 3,342,416       100.0 %   $ 3,336,449       100.0 %   $ 3,006,484       100.0 %

Allowance for credit losses

    (43,071 )             (41,076 )             (33,292 )        

Total loans, net

  $ 3,299,345             $ 3,295,373             $ 2,973,192          

 


(1)

Includes non-farm and non-residential loans, multi-family residential loans and non-owner occupied single family residential loans.

(2)

Net of discounts and deferred fees and costs.

 

 

12

 

Non-GAAP Financial Measures

 

Tangible Book Value Reconciliations

 

The tangible book value per share is a non-GAAP disclosure. Management measures the tangible book value per share to assess the Company’s capital strength and business performance and believes these are helpful to investors as additional tool for further understanding our performance. The following is a reconciliation of tangible book value to the Company shareholders’ equity computed in accordance with GAAP, as well as a calculation of tangible book value per share as of March 31, 2023, December 31, 2022, and March 31, 2022. 

 

                         

(dollars in thousands, except share and per share data)

 

March 31, 2023

   

December 31, 2022

   

March 31, 2022

 

Tangible common equity:

                       

Total shareholders' equity

  $ 494,747     $ 484,563     $ 464,825  

Adjustments

                       

Goodwill

    (71,498 )     (71,498 )     (71,498 )

Core deposit intangible

    (3,481 )     (3,718 )     (4,525 )

Tangible common equity

  $ 419,768     $ 409,347     $ 388,802  

Tangible assets:

                       

Total assets-GAAP

  $ 4,109,491     $ 3,919,058     $ 4,013,569  

Adjustments

                       

Goodwill

    (71,498 )     (71,498 )     (71,498 )

Core deposit intangible

    (3,481 )     (3,718 )     (4,525 )

Tangible assets

  $ 4,034,512     $ 3,843,842     $ 3,937,546  

Common shares outstanding

    18,992,903       18,965,776       19,247,970  

Tangible common equity to tangible assets ratio

    10.40 %     10.65 %     9.87 %

Book value per share

  $ 26.05     $ 25.55     $ 24.15  

Tangible book value per share

  $ 22.10     $ 21.58     $ 20.20  

 

Return on Average Tangible Common Equity

 

Management measures return on average tangible common equity (“ROATCE”) to assess the Company’s capital strength and business performance and believes these are helpful to investors as an additional tool for further understanding our performance. Tangible equity excludes goodwill and other intangible assets (excluding mortgage servicing rights), and is reviewed by banking and financial institution regulators when assessing a financial institution’s capital adequacy. This non-GAAP financial measure should not be considered a substitute for operating results determined in accordance with GAAP and may not be comparable to other similarly titled measures used by other companies. The following table reconciles return on average tangible common equity to its most comparable GAAP measure:

 

   

Three Months Ended

 
   

March 31,

 

(dollars in thousands)

 

2023

   

2022

 

Net income available to common shareholders

   

$ 10,961

    $ 14,617  

Average shareholders' equity

    492,301       470,898  

Adjustments:

               

Goodwill

    (71,498 )     (69,268 )

Core deposit intangible

    (3,636 )     (4,061 )

Adjusted average tangible common equity

  $ 417,167     $ 397,569  

Return on average tangible common equity

    10.66 %     14.91 %

 

 

13
ex_482871.htm

Exhibit 99.2 

 

https://cdn.kscope.io/cd9321548d370ac30032ddbdd4274877-logo.jpg

 

Press Release

For Immediate Release

 

 

               Contact:  David Morris

 

                 President and CEO

 

                 (714) 670-2488

                   Alex Ko
                   Chief Financial Officer 
                   (213) 533-7919 

 

RBB Bancorp Declares Quarterly Cash Dividend of $0.16 Per Share

 

LOS ANGELES, April 20, 2023 /Businesswire/ -- RBB Bancorp (NASDAQ: RBB) and its subsidiaries, Royal Business Bank ("the Bank") and RBB Asset Management Company ("RAM"), collectively referred to herein as "the Company", announced that its Board of Directors has declared a quarterly cash dividend of $0.16 per share. The dividend is payable on May 12, 2023 to common shareholders of record as of May 1, 2023.

 

Corporate Overview

 

RBB Bancorp is a community-based financial holding company headquartered in Los Angeles, California.  As of December 31, 2022, the company had total assets of $3.9 billion. Royal Business Bank, its wholly-owned subsidiary, is a full service commercial bank, which provides business banking services to the Chinese-American communities in Los Angeles County, Orange County, and Ventura County in California, in Las Vegas, Nevada, in Brooklyn, Queens, and Manhattan in New York, in Edison, New Jersey, in the Chicago neighborhoods of Chinatown and Bridgeport, Illinois, and on Oahu, Hawaii. Bank services include remote deposit, E-banking, mobile banking, commercial and investor real estate loans, business loans and lines of credit, commercial and industrial loans, SBA 7A and 504 loans, 1-4 single family residential loans, automobile lending, trade finance, a full range of depository account products and wealth management services. The Bank has nine branches in Los Angeles County, two branches in Ventura County, one branch in Orange County, California, one branch in Las Vegas, Nevada, three branches and one loan operation center in Brooklyn, three branches in Queens, one branch in Manhattan in New York, one branch in Edison, New Jersey, two branches in Chicago, Illinois, and one branch in Honolulu, Hawaii. The Company's administrative and lending center is located at 1055 Wilshire Blvd., Los Angeles, California 90017, and its finance and operations center is located at 7025 Orangethorpe Ave., Buena Park, California 90621. The Company's website address is www.royalbusinessbankusa.com.

 

Safe Harbor

 

Certain matters set forth herein (including the exhibits hereto) constitute forward-looking statements relating to the Companys current business plans and expectations and our future financial position and operating results. These forward-looking statements are subject to risks and uncertainties that could cause actual results, performance and/or achievements to differ materially from those projected. These risks and uncertainties include, but are not limited to, local, regional, national and international economic and market conditions and events and the impact they may have on us, our customers and our assets and liabilities; our ability to attract deposits and other sources of funding or liquidity; supply and demand for real estate and periodic deterioration in real estate prices and/or values in California or other states where we lend, including both residential and commercial real estate; a prolonged slowdown or decline in real estate construction, sales or leasing activities; changes in the financial performance and/or condition of our borrowers, depositors or key vendors or counterparties; changes in our levels of delinquent loans, nonperforming assets, allowance for loan losses and charge-offs; expectations regarding the impact of the COVID-19 pandemic; the costs or effects of acquisitions or dispositions we may make, whether we are able to obtain any required governmental or shareholder approvals in connection with any such acquisitions or dispositions, and/or our ability to realize the contemplated financial or business benefits associated with any such acquisitions or dispositions; the effect of changes in laws, regulations and applicable judicial decisions (including laws, regulations and judicial decisions concerning financial reforms, taxes, banking capital levels, consumer, commercial or secured lending, securities and securities trading and hedging, compliance, employment, executive compensation, insurance, vendor management and information security) with which we and our subsidiaries must comply or believe we should comply; changes in estimates of future reserve requirements and minimum capital requirements based upon the periodic review thereof under relevant regulatory and accounting requirements, including changes in the Basel Committee framework establishing capital standards for credit, operations and market risk; inflation, interest rate, securities market and monetary fluctuations; changes in government interest rates or monetary policies; changes in the amount and availability of deposit insurance; cyber-security threats, including loss of system functionality or theft or loss of Company or customer data or money; political instability; acts of war or terrorism, or natural disasters, such as earthquakes, drought, or the effects of pandemic diseases; the timely development and acceptance of new banking products and services and the perceived overall value of these products and services by our customers and potential customers; the Companys relationships with and reliance upon vendors with respect to the operation of certain of the Companys key internal and external systems and applications; changes in commercial or consumer spending, borrowing and savings preferences or behaviors; technological changes and the expanding use of technology in banking (including the adoption of mobile banking and funds transfer applications); the ability to retain and increase market share, retain and grow customers and control expenses; changes in the competitive and regulatory environment among financial and bank holding companies, banks and other financial service providers; volatility in the credit and equity markets and its effect on the general economy or local or regional business conditions; fluctuations in the price of the Companys common stock or other securities; and the resulting impact on the Companys ability to raise capital or make acquisitions, the effect of changes in accounting policies and practices, as may be adopted from time-to-time by our regulatory agencies, as well as by the Public Company Accounting Oversight Board, the Financial Accounting Standards Board and other accounting standard-setters, including ASU 2016-13 (Topic 326), “Measurement of Credit Losses on Financial Instruments, commonly referenced as the Current Expected Credit Loss (CECL) model, which will change how we estimate credit losses and may increase the required level of our allowance for credit losses after adoption; changes in our organization, management, compensation and benefit plans, and our ability to retain or expand our workforce, management team and/or our board of directors; the costs and effects of legal, compliance and regulatory actions, changes and developments, including the initiation and resolution of legal proceedings (such as securities, consumer or employee class action litigation), regulatory or other governmental inquiries or investigations, and/or the results of regulatory examinations or reviews; our ongoing relations with our various federal and state regulators, including the SEC, FDIC, FRB and California DFPI (formerly DBO); our success at managing the risks involved in the foregoing items and all other factors set forth in the Companys public reports, including its Annual Report as filed under Form 10-K/A and Form 10-K for the year ended December 31, 2021, and particularly the discussion of risk factors within that document. 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 Companys earnings or shareholders, are for illustrative purposes only, are not forecasts, and actual results may differ.

 

There can be no assurance that other factors not currently anticipated by the Company will not materially and adversely affect its business, financial condition and results of operations. Furthermore, many of these risks and uncertainties are currently amplified by and may continue to be amplified by or may, in the future, be amplified by the recent outbreak of the COVID-19 pandemic. Readers are cautioned not to place undue reliance on the Company’s forward-looking statements, which reflect management’s analysis and expectations only as of the date of such statements. Forward looking statements speak only as of the date they are made, and the Company does not intend, and undertake no obligation, to publicly revise or update forward looking statements, whether as a result of new information, future events or otherwise, except as required by federal securities law.

 

 
ex_505948.htm

Exhibit 99.3

 

https://cdn.kscope.io/cd9321548d370ac30032ddbdd4274877-pic1.jpg

 

Press Release

For Immediate Release

 

 

 

RBB Bancorp Appoints Robert Franko and Scott Polakoff to Board of Directors

 

Los Angeles, CA, April 24, 2023 – RBB Bancorp (NASDAQ:RBB) announced today the appointment of Messrs. Robert Franko and Scott Polakoff to its Board of Directors, effective April 20, 2023. Mr. Franko is also being appointed to the Board of Directors of the Bank, and Mr. Polakoff is only being appointed to the Board of Directors of RBB Bancorp at this time.

"We are pleased to welcome Bob and Scott to the RBB Board of Directors," said Dr. James Kao, Chairman of RBB Bancorp. "Their experience in the financial services industry will be invaluable to us as we seek to maximize long-term shareholder value.”

Mr. Franko has more than 35 years of commercial banking experience, most recently serving as the President & CEO of First Choice Bancorp (NASDAQ:FCBP), which was sold to Enterprise Financial Services Corp (NASDAQ:EFSC) in July 2021. Prior to joining First Choice, Mr. Franko was the founder and CEO of four different banks, including one commercial bank, one international bank, one trust bank and one industrial loan company. He holds a BS degree from the University of Notre Dame and an MBA from the Thunderbird School of International Management at Arizona State University.

Mr. Polakoff is an Executive Vice President at FinPro, Inc. which he joined in 2011 after more than 25 years of bank regulatory service. Mr. Polakoff joined the FDIC in 1983, where he worked for 22 years before becoming the Chief Operating Officer for the Office of Thrift Supervision. He holds a B.S. (Accounting) from West Chester University and is a 1992 graduate of the Southwestern Graduate School of Banking at Southern Methodist University.

 

Corporate Overview

RBB Bancorp is a community-based financial holding company headquartered in Los Angeles, California.  As of December 31, 2022, the company had total assets of $3.9 billion. Royal Business Bank, its wholly-owned subsidiary, is a full service commercial bank, which provides business banking services to the Chinese-American communities in Los Angeles County, Orange County, and Ventura County in California, in Las Vegas, Nevada, in Brooklyn, Queens, and Manhattan in New York, in Edison, New Jersey, in the Chicago neighborhoods of Chinatown and Bridgeport, Illinois, and on Oahu, Hawaii. Bank services include remote deposit, E-banking, mobile banking, commercial and investor real estate loans, business loans and lines of credit, commercial and industrial loans, SBA 7A and 504 loans, 1-4 single family residential loans, automobile lending, trade finance, a full range of depository account products and wealth management services. The Bank has nine branches in Los Angeles County, two branches in Ventura County, one branch in Orange County, California, one branch in Las Vegas, Nevada, three branches and one loan operation center in Brooklyn, three branches in Queens, one branch in Manhattan in New York, one branch in Edison, New Jersey, two branches in Chicago, Illinois, and one branch in Honolulu, Hawaii. The Company's administrative and lending center is located at 1055 Wilshire Blvd., Los Angeles, California 90017, and its finance and operations center is located at 7025 Orangethorpe Ave., Buena Park, California 90621. The Company's website address is www.royalbusinessbankusa.com.

 

David Morris, President & CEO, (714) 670-2488 Alex Ko, EVP/ Chief Financial Officer, (714) 533-7919

 

 

 

Safe Harbor

 

Certain matters set forth herein (including the exhibits hereto) constitute forward-looking statements relating to the Companys current business plans and expectations and our future financial position and operating results. These forward-looking statements are subject to risks and uncertainties that could cause actual results, performance and/or achievements to differ materially from those projected. These risks and uncertainties include, but are not limited to, business and economic conditions generally and in the financial services industry, nationally and within our current and future geographic markets, including the tight labor market, ineffective management of the U.S. federal budget or debt or turbulence or uncertainly in domestic of foreign financial markets; the strength of the United States economy in general and the strength of the local economies in which we conduct operations; possible additional provisions for loan losses and charge-offs; credit risks of lending activities and deterioration in asset or credit quality; extensive laws and regulations and supervision that we are subject to, including potential supervisory action by bank supervisory authorities; increased costs of compliance and other risks associated with changes in regulation, including any amendments to the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act); compliance with the Bank Secrecy Act and other money laundering statutes and regulations; potential goodwill impairment; liquidity risk; fluctuations in interest rates; the transition away from the London Interbank Offering Rate ("LIBOR") and related uncertainty as well as the risks and costs related to our adopted alternative reference rate, including the Secured Overnight Financing Rate ("SOFR"); risks associated with acquisitions and the expansion of our business into new markets; inflation and deflation; real estate market conditions and the value of real estate collateral; environmental liabilities; our ability to compete with larger competitors; our ability to retain key personnel; successful management of reputational risk; severe weather, natural disasters, earthquakes, fires; or other adverse external events could harm our business; 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, including the war between Russia and Ukraine, which could impact business and economic conditions in the United States and abroad; public health crises and pandemics, including the COVID-19 pandemic, and their effects on the economic and business environments in which we operate, including our credit quality and business operations, as well as the impact on general economic and financial market conditions; general economic or business conditions in Asia, and other regions where the Bank has operations; failures, interruptions, or security breaches of our information systems; climate change, including any enhanced regulatory, compliance, credit and reputational risks and costs; cybersecurity threats and the cost of defending against them; our ability to adapt our systems to the expanding use of technology in banking; risk management processes and strategies; adverse results in legal proceedings; the impact of regulatory enforcement actions, if any; certain provisions in our charter and bylaws that may affect acquisition of the Company; changes in tax laws and regulations; the impact of governmental efforts to restructure the U.S. financial regulatory system; the impact of future or recent changes in the Federal Deposit Insurance Corporation ("FDIC") insurance assessment rate of the rules and regulations related to the calculation of the FDIC insurance assessment amount;  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 (FASB) or other accounting standards setters, including Accounting Standards Update (ASU or Update) 2016-13 (Topic 326, Measurement of Current Losses on Financial Instruments, commonly referenced as the Current Expected Credit Losses Model (CECL) model, which changed how we estimate credit losses and may further increase the required level of our allowance for credit losses in future periods; market disruption and volatility;  fluctuations in the Bancorps stock price; restrictions on dividends and other distributions by laws and regulations and by our regulators and our capital structure; issuances of preferred stock; our ability to raise additional capital, if needed, and the potential resulting dilution of interests of holders of our common stock; the soundness of other financial institutions; our ongoing relations with our various federal and state regulators, including the SEC, FDIC, FRB and California DFPI (formerly DBO); our success at managing the risks involved in the foregoing items and all other factors set forth in the Companys public reports, including its Annual Report as filed under Form 10-K for the year ended December 31, 2022, and particularly the discussion of risk factors within that document. 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 Companys earnings or shareholders, are for illustrative purposes only, are not forecasts, and actual results may differ.

 

 

 

There can be no assurance that other factors not currently anticipated by the Company will not materially and adversely affect its business, financial condition and results of operations. Furthermore, many of these risks and uncertainties are currently amplified by and may continue to be amplified by or may, in the future, be amplified by the recent outbreak of the COVID-19 pandemic. Readers are cautioned not to place undue reliance on the Company’s forward-looking statements, which reflect management’s analysis and expectations only as of the date of such statements. Forward looking statements speak only as of the date they are made, and the Company does not intend, and undertake no obligation, to publicly revise or update forward looking statements, whether as a result of new information, future events or otherwise, except as required by federal securities law.