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): July 23, 2019 (July 18, 2019)
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 |
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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 July 22, 2019, RBB Bancorp issued a press release setting forth the financial results for the quarter ended June 30, 2019, 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.
On July 18, 2019, RBB Bancorp announced that its Board of Directors declared a cash dividend of $0.10 per share of its common stock. The dividend is payable on August 15, 2019 to shareholders of record as of July 31, 2019. A copy of the press release announcing the dividend is attached hereto as Exhibit 99.2.
The information in this report (including Exhibit 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 9.01 Financial Statements and Exhibits.
(d) |
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Exhibits. |
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99.1 |
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99.2 |
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2
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.
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RBB BANCORP (Registrant) |
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Date: July 23, 2019 |
By: |
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/s/ David Morris |
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David Morris |
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Executive Vice President and Chief Financial Officer |
3
Exhibit 99.1
Press Release
For Immediate Release
|
Contacts: Yee Phong (Alan) Thian |
|
Chairman, President and CEO |
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(626) 307-7559 |
|
David Morris |
|
Executive Vice President and CFO |
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(714) 670-2488 |
RBB Bancorp Reports Second Quarter Earnings for 2019
Conference Call and Webcast Scheduled for Tuesday, July 23, 2019 at
11:00 a.m. Pacific Time/2:00 p.m. Eastern Time
• |
Net income was $10.1 million, or $0.50 diluted earnings per share |
• |
Total deposits increased by $51.0 million, or 9.4% annualized growth, from the end of the prior quarter |
• |
Sold approximately $175.0 million of mortgage loans for a net gain on sale of $2.5 million |
Los Angeles, CA, July 22, 2019 – 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 June 30, 2019.
The Company reported net income of $10.1 million, or $0.50 diluted earnings per share, for the three months ended June 30, 2019, compared to net income of $10.4 million, or $0.51 diluted earnings per share, and $9.4 million, or 0.54 diluted earnings per share, for the three months ended March 31, 2019 and June 30, 2018, respectively.
“We are pleased with our operating performance for the second quarter,” said Mr. Alan Thian, Chairman, President and CEO. “We made significant progress on our balance sheet initiatives, selling $175.0 million in residential mortgage loans during the quarter and reducing our reliance on wholesale funding by $235.0 million. Our focus on increasing core deposits helped drive our deposit growth and we continued to experience low credit costs and well-managed expenses. These factors all contributed to another solid quarter of net income.
“Our integration of First American International Corp. is nearly complete. We have optimized its operational footprint, with the closing of two non-banking offices and one branch and the opening of one new branch. We have also renegotiated and entered into new contracts with our core system vendor. We are making good progress on introducing our business deposit and commercial lending products to the First American branch network and anticipate future growth from that franchise. Our last project is to implement a common residential mortgage origination platform for both regions.
“With our balance sheet repositioning nearly complete and given our loan pipeline, we are looking forward to resuming growth at a more normalized rate. In addition to organic growth opportunities, we plan to continue to expand our franchise through a combination of acquisitions and de novo branch openings,” concluded Mr. Thian.
1
Net income of $10.1 million for the second quarter of 2019 produced an annualized return on average assets of 1.43%, an annualized return on average tangible common equity of 12.51%, and an annualized return on average equity of 10.42%. This compares to an annualized return on average assets of 1.44%, an annualized return on average tangible common equity of 13.26%, and an annualized return on average equity of 10.98% for the first quarter of 2019. The efficiency ratio for the second quarter of 2019 was 50.0%, compared to 50.9% for the prior quarter. Normalizing for the 1,035,000 shares issued for options in 2018 and the 3,011,787 shares issued as a result of the First American International Corp. acquisition, diluted earnings per share would have been $0.52 for the quarter ended June 30, 2019 and $0.48 for the quarter ended June 30, 2018.
Net Interest Income and Net Interest Margin
Net interest income, before provision for loan losses, was $24.3 million for the second quarter of 2019, compared to $25.9 million for the first quarter of 2019. The $1.6 million decrease was primarily attributable to a $94.7 million decrease in average loans held for sale and a $6.3 million decrease in average total loans held for investment, partially offset by a $74.3 million decrease in average interest-bearing liabilities. Net interest income was also impacted by a 20 basis point decrease in the net interest margin. Accretion of purchase discounts contributed $753,000 to net interest income in the second quarter of 2019, compared to $1.1 million in the first quarter of 2019.
Compared to the second quarter of 2018, net interest income, before provision for loan losses, increased from $17.8 million. The increase was primarily attributable to a $1.0 billion increase in average earning assets, partially offset by a 73 basis point decrease in the net interest margin.
Net interest margin was 3.64% for the second quarter of 2019, a decrease from 3.84% in the first quarter of 2019. The decrease was primarily attributable to a 12 basis point increase in the cost of interest bearing liabilities, and a 14 basis point decrease in the yield on average earning assets resulting from lower average loan yields. Loan discount accretion contributed 11 basis points to the net interest margin in the second quarter of 2019, compared to 16 basis points in the first quarter of 2019.
Noninterest Income
Noninterest income was $5.5 million for the second quarter of 2019, an increase of $1.3 million from $4.2 million in the first quarter of 2019. The increase was driven by an increase in gain on loan sales of $922,000, higher service charges and fees of $402,000, higher net loan servicing fees of $59,000, and an increase in recoveries on loans acquired in business combinations of $49,000. These were partially offset by a decrease in unrealized gain on equity investments of $147,000.
The Company sold $175.0 million in mortgage loans for a net gain of $2.5 million during the second quarter of 2019, compared to $129.8 million in mortgage loan sales for a net gain of $1.9 million during the first quarter. The Company originated $28.3 million in mortgage loans for sale for the second quarter of 2019, compared with $49.0 million during the prior quarter.
The Company sold $10.0 million in SBA loans for a net gain of $616,000 during the second quarter of 2019, compared to $3.7 million in SBA loans sold for a net gain of $125,000 during the first quarter of 2019.
The Company sold $1.6 million in commercial real estate loans for a net gain of $24,000 in the second quarter of 2019. In the prior quarter, $8.8 million loans were sold for a gain of $154,000.
Compared to the second quarter of 2018, noninterest income increased by $2.7 million from $2.8 million. The increase was primarily attributable to an increase of $1.0 million in gain on sale of loans and a $776,000 increase in service charges and fees, and an increase of $841,000 in net loan servicing fees, mostly attributable to the First American International Bank merger.
Noninterest Expense
Noninterest expense for the second quarter of 2019 was $14.9 million, compared to $15.3 million for the first quarter of 2019. The $426,000 decrease was primarily attributable to a $949,000 decrease in salaries and employee benefits expenses and a $235,000 decrease in merger and other expenses, partially offset by a $422,000 increase in occupancy and equipment expenses, of which $225,000 was for prior period New York City property taxes, a $231,000 increase in legal and professional expenses and a $210,000 increase in data processing expenses, of which $82,000 was for duplicative services which were not yet converted.
Compared to the second quarter of 2018, noninterest expense increased from $8.2 million to $14.9 million. The $6.7 million increase was primarily due to an increase in salaries and employee benefits of $3.5 million, occupancy and equipment expenses of $1.8 million, data processing expenses of $732,000, and amortization of intangibles of $308,000. The increase in salary expense is attributable to additional staff for expansion and the First American acquisition. The increase in occupancy expense is mainly due to the First
2
American International Corp. acquisition, including the new branch in Flushing, NY and our new Irvine location in Orange County, CA.
Income Taxes
The effective tax rate was 30.3%, including the tax impact for stock options exercised in the amount of $52,000 for the second quarter of 2019, 27.1%, including the impact of a deduction for stock options exercised in the amount of $92,000, for the first quarter, and 19.5% for the second quarter of 2018, which included the impact of a deduction for stock options exercised in the amount of $1.2 million.
Loan Portfolio
Loans held for investment, net of deferred fees and discounts, totaled $2.1 billion as of June 30, 2019, a decrease of $28.0 million from March 31, 2019, and an increase of $808.4 million from June 30, 2018. The slight decline in loans held for investment from the end of the first quarter was primarily due to loans sold that were previously classified as loans held for investment of $107.7 million, partially offset by an increase in loan production.
Mortgage loans held for sale were $249.6 million as of June 30, 2019, a decrease of $125.8 million from $375.4 million at March 31, 2019.
Deposits
Deposits were $2.2 billion at June 30, 2019, an increase of $51.0 million from March 31, 2019, and an increase of $810.9 million from June 30, 2018. The increase in total deposits from the end of the prior quarter was primarily attributable to a $91.3 million increase in retail time deposits, partially offset by a decrease of $47.9 million in brokered time deposits. We continue to experience customers moving funds to time deposits from savings, NOW and money market accounts, given the current expectations for lower interest rates. Non-maturity deposits decreased by $1.8 million in the quarter. As of June 30, 2019, deposits included $135.0 million in brokered CDs.
In the second quarter, noninterest-bearing deposits increased $16.7 million to $435.6 million as of June 30, 2019. The increase was due to a partial return of deposits that were withdrawn in the first quarter due to customer concern over uncertain international trade issues. Compared to June 30, 2018, noninterest-bearing deposits increased $129.3 million from $306.4 million.
Asset Quality
Nonperforming assets totaled $8.6 million, or 0.31% of total assets at June 30, 2019, compared to $4.6 million, or 0.16%, of total assets at March 31, 2019. The increase in nonperforming assets was primarily due to the addition of a $2.9 million SBA loan. Nonperforming assets consist of Other Real Estate Owned, loans modified under troubled debt restructurings (TDR), non-accrual loans, and loans past due 90 days or more and still accruing interest.
Loans held-for-investment 30 to 89 days past due decreased to $3.4 million at June 30, 2019, from $5.2 million at March 31, 2019.
In the second quarter of 2019, there was one charge-off of $32,000 attributed to a commercial and industrial loan. There were $109,000 in net recoveries in the first quarter.
The Company recorded a provision for loan losses of $357,000 for the second quarter of 2019, which was primarily attributable to a change in the loan mix during the quarter.
The allowance for loan losses totaled $18.6 million, or 0.89% of total loans held for investment at June 30, 2019, compared with $18.2 million, or 0.86%, of total loans at March 31, 2019.
Properties
Our headquarters office is located at 1055 Wilshire Blvd. in Los Angeles, California. In 2019, we have closed one non-banking office and one branch and opened one new branch in New York City, with one additional non-banking office vacant but still paying rent.
3
RBB Bancorp is a community-based financial holding company headquartered in Los Angeles, California. The Company has total assets of $2.8 billion. Its wholly-owned subsidiary, the Bank 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, and in Brooklyn, Queens, and Manhattan in New York. 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 ten branches in Los Angeles County, two branches in Ventura County, one branch in Irvine, California, one branch in Las Vegas, Nevada, and nine branches and two loan offices in Brooklyn, Queens and Manhattan in New York. 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 Avenue, 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, July 23, 2019, to discuss the Company’s second quarter 2019 financial results.
To listen to the conference call, please dial 1-833-659-7620 or 1-430-775-1348, passcode 4677186. A replay of the call will be made available at 1-855-859-2056 or 1-404-537-3406, passcode 4677186, approximately one hour after the conclusion of the call and will remain available through July 30, 2019.
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.
4
Certain matters set forth herein (including the exhibits hereto) constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including forward-looking statements relating to the Company’s current business plans and expectations 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; the costs or effects of acquisitions or dispositions we may make, including our recently completed acquisition of FAIC, 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 Company’s relationships with and reliance upon vendors with respect to the operation of certain of the Company’s 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 Company’s common stock or other securities; and the resulting impact on the Company’s 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; 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 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, 2018, 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.
5
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(Dollars in thousands)
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June 30 |
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March 31 |
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December 31, |
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September 30, |
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June 30, |
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|||||
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2019 |
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2019 |
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2018 |
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2018 |
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2018 |
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Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and due from banks |
|
$ |
185,643 |
|
|
$ |
250,079 |
|
|
$ |
147,685 |
|
|
$ |
171,553 |
|
|
$ |
72,788 |
|
Federal funds sold and other cash equivalents |
|
|
20,000 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Total cash and cash equivalents |
|
|
205,643 |
|
|
|
250,079 |
|
|
|
147,685 |
|
|
|
171,553 |
|
|
|
72,788 |
|
Interest-bearing deposits in other financial institutions |
|
|
1,196 |
|
|
|
1,196 |
|
|
|
600 |
|
|
|
600 |
|
|
|
600 |
|
Investment securities available for sale |
|
|
71,629 |
|
|
|
58,537 |
|
|
|
73,762 |
|
|
|
87,066 |
|
|
|
61,299 |
|
Investment securities held to maturity |
|
|
8,733 |
|
|
|
9,449 |
|
|
|
9,961 |
|
|
|
9,974 |
|
|
|
9,986 |
|
Mortgage loans held for sale |
|
|
249,596 |
|
|
|
375,430 |
|
|
|
434,522 |
|
|
|
378,943 |
|
|
|
281,755 |
|
Loans held for investment |
|
|
2,092,438 |
|
|
|
2,120,413 |
|
|
|
2,142,015 |
|
|
|
1,381,218 |
|
|
|
1,284,082 |
|
Allowance for loan losses |
|
|
(18,561 |
) |
|
|
(18,236 |
) |
|
|
(17,577 |
) |
|
|
(16,178 |
) |
|
|
(14,657 |
) |
Net loans held for investment |
|
|
2,073,877 |
|
|
|
2,102,177 |
|
|
|
2,124,438 |
|
|
|
1,365,040 |
|
|
|
1,269,425 |
|
Premises and equipment, net |
|
|
17,214 |
|
|
|
17,342 |
|
|
|
17,307 |
|
|
|
8,119 |
|
|
|
7,502 |
|
Federal Home Loan Bank (FHLB) stock |
|
|
15,000 |
|
|
|
8,899 |
|
|
|
9,707 |
|
|
|
7,738 |
|
|
|
7,738 |
|
Net deferred tax assets |
|
|
4,318 |
|
|
|
4,389 |
|
|
|
4,642 |
|
|
|
7,320 |
|
|
|
7,089 |
|
Income tax receivable |
|
|
3,001 |
|
|
|
— |
|
|
|
656 |
|
|
|
1,845 |
|
|
|
2,170 |
|
Other real estate owned (OREO) |
|
|
2,075 |
|
|
|
2,056 |
|
|
|
1,101 |
|
|
|
293 |
|
|
|
293 |
|
Cash surrender value of life insurance |
|
|
33,963 |
|
|
|
33,769 |
|
|
|
33,578 |
|
|
|
33,380 |
|
|
|
33,180 |
|
Goodwill |
|
|
58,383 |
|
|
|
58,383 |
|
|
|
58,383 |
|
|
|
29,940 |
|
|
|
29,940 |
|
Servicing assets |
|
|
17,587 |
|
|
|
17,288 |
|
|
|
17,370 |
|
|
|
6,248 |
|
|
|
6,134 |
|
Core deposit intangibles |
|
|
6,828 |
|
|
|
7,212 |
|
|
|
7,601 |
|
|
|
1,203 |
|
|
|
1,280 |
|
Accrued interest and other assets |
|
|
32,913 |
|
|
|
31,912 |
|
|
|
32,689 |
|
|
|
27,577 |
|
|
|
25,693 |
|
Total assets |
|
$ |
2,801,956 |
|
|
$ |
2,978,118 |
|
|
$ |
2,974,002 |
|
|
$ |
2,136,839 |
|
|
$ |
1,816,872 |
|
Liabilities and shareholders' equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noninterest-bearing demand |
|
$ |
435,629 |
|
|
$ |
418,953 |
|
|
$ |
438,764 |
|
|
$ |
287,274 |
|
|
$ |
306,362 |
|
Savings, NOW and money market accounts |
|
|
462,448 |
|
|
|
480,959 |
|
|
|
579,247 |
|
|
|
462,737 |
|
|
|
424,261 |
|
Time deposits |
|
|
1,337,257 |
|
|
|
1,284,428 |
|
|
|
1,126,030 |
|
|
|
814,953 |
|
|
|
693,783 |
|
Total deposits |
|
|
2,235,334 |
|
|
|
2,184,340 |
|
|
|
2,144,041 |
|
|
|
1,564,964 |
|
|
|
1,424,406 |
|
Reserve for unfunded commitments |
|
|
621 |
|
|
|
639 |
|
|
|
688 |
|
|
|
550 |
|
|
|
483 |
|
Income tax payable |
|
|
1,610 |
|
|
|
3,009 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
FHLB advances |
|
|
40,000 |
|
|
|
275,000 |
|
|
|
319,500 |
|
|
|
210,000 |
|
|
|
40,000 |
|
Long-term debt, net of debt issuance costs |
|
|
103,878 |
|
|
|
103,793 |
|
|
|
103,708 |
|
|
|
49,637 |
|
|
|
49,601 |
|
Subordinated debentures |
|
|
9,590 |
|
|
|
9,548 |
|
|
|
9,506 |
|
|
|
3,492 |
|
|
|
3,470 |
|
Accrued interest and other liabilities |
|
|
17,103 |
|
|
|
16,986 |
|
|
|
21,938 |
|
|
|
13,198 |
|
|
|
12,710 |
|
Total liabilities |
|
|
2,408,136 |
|
|
|
2,593,315 |
|
|
|
2,599,381 |
|
|
|
1,841,841 |
|
|
|
1,530,670 |
|
Shareholders' equity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholder's equity |
|
|
393,758 |
|
|
|
385,395 |
|
|
|
375,887 |
|
|
|
296,514 |
|
|
|
287,509 |
|
Non-controlling interest |
|
|
72 |
|
|
|
72 |
|
|
|
72 |
|
|
|
— |
|
|
|
— |
|
Accumulated other comprehensive income (loss) - Net of tax |
|
|
(10 |
) |
|
|
(664 |
) |
|
|
(1,338 |
) |
|
|
(1,516 |
) |
|
|
(1,307 |
) |
Total shareholders' equity |
|
|
393,820 |
|
|
|
384,803 |
|
|
|
374,621 |
|
|
|
294,998 |
|
|
|
286,202 |
|
Total liabilities and stockholders’ equity |
|
$ |
2,801,956 |
|
|
$ |
2,978,118 |
|
|
$ |
2,974,002 |
|
|
$ |
2,136,839 |
|
|
$ |
1,816,872 |
|
6
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(Dollars in thousands, except per share amounts)
|
|
For the three months ended |
|
|||||||||
|
|
June 30, 2019 |
|
|
March 31, 2019 |
|
|
June 30, 2018 |
|
|||
Interest and dividend income: |
|
|
|
|
|
|
|
|
|
|
|
|
Interest and fees on loans |
|
$ |
34,240 |
|
|
$ |
35,839 |
|
|
$ |
21,132 |
|
Interest on interest-bearing deposits |
|
|
515 |
|
|
|
468 |
|
|
|
209 |
|
Interest on investment securities |
|
|
685 |
|
|
|
588 |
|
|
|
603 |
|
Dividend income on FHLB stock |
|
|
379 |
|
|
|
198 |
|
|
|
134 |
|
Interest on federal funds sold and other |
|
|
124 |
|
|
|
113 |
|
|
|
206 |
|
Total interest income |
|
|
35,943 |
|
|
|
37,206 |
|
|
|
22,284 |
|
Interest expense: |
|
|
|
|
|
|
|
|
|
|
|
|
Interest on savings deposits, NOW and money market accounts |
|
|
1,238 |
|
|
|
1,294 |
|
|
|
998 |
|
Interest on time deposits |
|
|
7,797 |
|
|
|
5,953 |
|
|
|
2,410 |
|
Interest on subordinated debentures and long term debt |
|
|
1,929 |
|
|
|
1,933 |
|
|
|
920 |
|
Interest on other borrowed funds |
|
|
662 |
|
|
|
2,114 |
|
|
|
129 |
|
Total interest expense |
|
|
11,626 |
|
|
|
11,294 |
|
|
|
4,457 |
|
Net interest income |
|
|
24,317 |
|
|
|
25,912 |
|
|
|
17,827 |
|
Provision for loan losses |
|
|
357 |
|
|
|
550 |
|
|
|
700 |
|
Net interest income after provision for loan losses |
|
|
23,960 |
|
|
|
25,362 |
|
|
|
17,127 |
|
Noninterest income: |
|
|
|
|
|
|
|
|
|
|
|
|
Service charges, fees and other |
|
|
1,222 |
|
|
|
820 |
|
|
|
446 |
|
Gain on sale of loans |
|
|
3,120 |
|
|
|
2,198 |
|
|
|
2,085 |
|
Loan servicing fees, net of amortization |
|
|
899 |
|
|
|
840 |
|
|
|
58 |
|
Recoveries on loans acquired in business combinations |
|
|
55 |
|
|
|
6 |
|
|
|
5 |
|
Unrealized gain on equity investments |
|
|
— |
|
|
|
147 |
|
|
|
— |
|
Increase in cash surrender value of life insurance |
|
|
194 |
|
|
|
191 |
|
|
|
199 |
|
Gain on sale of fixed assets |
|
|
6 |
|
|
|
— |
|
|
|
— |
|
|
|
|
5,496 |
|
|
|
4,202 |
|
|
|
2,793 |
|
Noninterest expense: |
|
|
|
|
|
|
|
|
|
|
|
|
Salaries and employee benefits |
|
|
8,169 |
|
|
|
9,118 |
|
|
|
4,709 |
|
Occupancy and equipment expenses |
|
|
2,674 |
|
|
|
2,252 |
|
|
|
834 |
|
Data processing |
|
|
1,219 |
|
|
|
1,009 |
|
|
|
487 |
|
Legal and professional |
|
|
656 |
|
|
|
425 |
|
|
|
423 |
|
Office expenses |
|
|
294 |
|
|
|
336 |
|
|
|
192 |
|
Marketing and business promotion |
|
|
316 |
|
|
|
362 |
|
|
|
262 |
|
Insurance and regulatory assessments |
|
|
284 |
|
|
|
298 |
|
|
|
213 |
|
Amortization of intangibles |
|
|
385 |
|
|
|
388 |
|
|
|
77 |
|
OREO expenses |
|
|
81 |
|
|
|
81 |
|
|
|
— |
|
Merger expenses |
|
|
15 |
|
|
|
71 |
|
|
|
183 |
|
Other expenses |
|
|
806 |
|
|
|
985 |
|
|
|
811 |
|
|
|
|
14,899 |
|
|
|
15,325 |
|
|
|
8,191 |
|
Income before income taxes |
|
|
14,557 |
|
|
|
14,239 |
|
|
|
11,729 |
|
Income tax expense |
|
|
4,415 |
|
|
|
3,859 |
|
|
|
2,292 |
|
Net income |
|
$ |
10,142 |
|
|
$ |
10,380 |
|
|
$ |
9,437 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per share |
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.51 |
|
|
$ |
0.52 |
|
|
$ |
0.58 |
|
Diluted |
|
$ |
0.50 |
|
|
$ |
0.51 |
|
|
$ |
0.54 |
|
Cash Dividends declared per common share |
|
$ |
0.10 |
|
|
$ |
0.10 |
|
|
$ |
0.09 |
|
Weighted-average common shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
20,074,651 |
|
|
|
20,047,716 |
|
|
|
16,407,439 |
|
Diluted |
|
|
20,445,013 |
|
|
|
20,436,741 |
|
|
|
17,322,800 |
|
7
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(Dollars in thousands, except per share amounts)
|
|
For the six months ended |
|
|||||
|
|
June 30, 2019 |
|
|
June 30, 2018 |
|
||
Interest and dividend income: |
|
|
|
|
|
|
|
|
Interest and fees on loans |
|
$ |
70,079 |
|
|
$ |
40,206 |
|
Interest on interest-earning deposits |
|
|
983 |
|
|
|
395 |
|
Interest on investment securities |
|
|
1,273 |
|
|
|
1,163 |
|
Dividend income on FHLB stock |
|
|
577 |
|
|
|
253 |
|
Interest on federal funds sold and other |
|
|
237 |
|
|
|
443 |
|
Total interest income |
|
|
73,149 |
|
|
|
42,460 |
|
Interest expense: |
|
|
|
|
|
|
|
|
Interest on savings deposits, NOW and money market accounts |
|
|
2,532 |
|
|
|
1,700 |
|
Interest on time deposits |
|
|
13,750 |
|
|
|
4,456 |
|
Interest on subordinated debentures and long term debt |
|
|
3,862 |
|
|
|
1,833 |
|
Interest on other borrowed funds |
|
|
2,776 |
|
|
|
200 |
|
Total interest expense |
|
|
22,920 |
|
|
|
8,189 |
|
Net interest income |
|
|
50,229 |
|
|
|
34,271 |
|
Provision for loan losses |
|
|
907 |
|
|
|
884 |
|
Net interest income after provision for loans losses |
|
|
49,322 |
|
|
|
33,387 |
|
Noninterest income: |
|
|
|
|
|
|
|
|
Service charges, fees and other |
|
|
2,042 |
|
|
|
912 |
|
Gain on sale of loans |
|
|
5,318 |
|
|
|
3,900 |
|
Loan servicing fees, net of amortization |
|
|
1,739 |
|
|
|
27 |
|
Recoveries on loans acquired in business combinations |
|
|
61 |
|
|
|
11 |
|
Unrealized gain on equity investments |
|
|
147 |
|
|
|
— |
|
Increase in cash surrender value of life insurance |
|
|
385 |
|
|
|
398 |
|
Gain on sale of fixed assets |
|
|
6 |
|
|
|
— |
|
|
|
|
9,698 |
|
|
|
5,248 |
|
Noninterest expense: |
|
|
|
|
|
|
|
|
Salaries and employee benefits |
|
|
17,287 |
|
|
|
9,660 |
|
Occupancy and equipment expenses |
|
|
4,926 |
|
|
|
1,626 |
|
Data processing |
|
|
2,228 |
|
|
|
960 |
|
Legal and professional |
|
|
1,081 |
|
|
|
680 |
|
Office expenses |
|
|
630 |
|
|
|
363 |
|
Marketing and business promotion |
|
|
678 |
|
|
|
465 |
|
Insurance and regulatory assessments |
|
|
582 |
|
|
|
422 |
|
Amortization of intangibles |
|
|
773 |
|
|
|
158 |
|
OREO expenses |
|
|
162 |
|
|
|
7 |
|
Merger expenses |
|
|
86 |
|
|
|
223 |
|
Other expenses |
|
|
1,791 |
|
|
|
1,916 |
|
|
|
|
30,224 |
|
|
|
16,480 |
|
Income before income taxes |
|
|
28,796 |
|
|
|
22,155 |
|
Income tax expense |
|
|
8,274 |
|
|
|
3,872 |
|
Net income |
|
$ |
20,522 |
|
|
$ |
18,283 |
|
|
|
|
|
|
|
|
|
|
Net income per share |
|
|
|
|
|
|
|
|
Basic |
|
$ |
1.02 |
|
|
$ |
1.13 |
|
Diluted |
|
$ |
1.00 |
|
|
$ |
1.06 |
|
Cash Dividends declared per common share |
|
$ |
0.20 |
|
|
$ |
0.17 |
|
Weighted-average common shares outstanding |
|
|
|
|
|
|
|
|
Basic |
|
|
20,061,258 |
|
|
|
16,246,063 |
|
Diluted |
|
|
20,440,900 |
|
|
|
17,248,125 |
|
8
AVERAGE BALANCE SHEET AND NET INTEREST INCOME
(Unaudited)
(Dollars in thousands, except per share amounts)
|
|
For the three months ended |
|
|||||||||||||||||||||||||||||
|
|
June 30, 2019 |
|
March 31, 2019 |
|
June 30, 2018 |
|
|||||||||||||||||||||||||
|
|
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) |
|
$ |
120,818 |
|
|
$ |
1,018 |
|
|
3.38% |
|
$ |
92,692 |
|
|
$ |
779 |
|
|
3.41% |
|
$ |
79,065 |
|
|
$ |
549 |
|
|
|
2.78 |
% |
Securities (2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available for sale |
|
|
87,347 |
|
|
|
610 |
|
|
2.80% |
|
|
68,708 |
|
|
|
508 |
|
|
3.00% |
|
|
74,836 |
|
|
|
519 |
|
|
|
2.78 |
% |
Held to maturity |
|
|
9,127 |
|
|
|
84 |
|
|
3.69% |
|
|
9,629 |
|
|
|
89 |
|
|
3.75% |
|
|
9,992 |
|
|
|
92 |
|
|
|
3.68 |
% |
Mortgage loans held for sale |
|
|
355,168 |
|
|
|
4,245 |
|
|
4.79% |
|
|
449,828 |
|
|
|
5,490 |
|
|
4.95% |
|
|
209,423 |
|
|
|
2,428 |
|
|
|
4.65 |
% |
Loans held for investment: (3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate |
|
|
1,763,749 |
|
|
|
24,394 |
|
|
5.55% |
|
|
1,764,813 |
|
|
|
24,486 |
|
|
5.63% |
|
|
885,630 |
|
|
|
12,635 |
|
|
|
5.72 |
% |
Commercial (4) |
|
|
347,236 |
|
|
|
5,601 |
|
|
6.47% |
|
|
352,428 |
|
|
|
5,864 |
|
|
6.75% |
|
|
377,077 |
|
|
|
6,069 |
|
|
|
6.46 |
% |
Total loans |
|
|
2,110,985 |
|
|
|
29,995 |
|
|
5.70% |
|
|
2,117,241 |
|
|
|
30,350 |
|
|
5.81% |
|
|
1,262,707 |
|
|
|
18,704 |
|
|
|
5.94 |
% |
Total earning assets |
|
|
2,683,445 |
|
|
$ |
35,952 |
|
|
5.37% |
|
|
2,738,098 |
|
|
$ |
37,216 |
|
|
5.51% |
|
|
1,636,023 |
|
|
$ |
22,292 |
|
|
|
5.47 |
% |
Noninterest-earning assets |
|
|
166,719 |
|
|
|
|
|
|
|
|
|
176,813 |
|
|
|
|
|
|
|
|
|
100,442 |
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
2,850,164 |
|
|
|
|
|
|
|
|
$ |
2,914,911 |
|
|
|
|
|
|
|
|
$ |
1,736,465 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOW and money market deposits |
|
$ |
387,363 |
|
|
$ |
1,188 |
|
|
1.23% |
|
$ |
413,952 |
|
|
$ |
1,241 |
|
|
1.22% |
|
$ |
387,116 |
|
|
$ |
968 |
|
|
|
1.00 |
% |
Savings deposits |
|
|
97,584 |
|
|
|
50 |
|
|
0.21% |
|
|
100,623 |
|
|
|
53 |
|
|
0.21% |
|
|
29,499 |
|
|
|
30 |
|
|
|
0.40 |
% |
Time deposits |
|
|
1,338,631 |
|
|
|
7,797 |
|
|
2.34% |
|
|
1,139,214 |
|
|
|
5,953 |
|
|
2.12% |
|
|
666,493 |
|
|
|
2,410 |
|
|
|
1.45 |
% |
Total interest-bearing deposits |
|
|
1,823,578 |
|
|
|
9,035 |
|
|
1.99% |
|
|
1,653,789 |
|
|
|
7,247 |
|
|
1.78% |
|
|
1,083,108 |
|
|
|
3,408 |
|
|
|
1.26 |
% |
FHLB short-term advances |
|
|
95,220 |
|
|
|
662 |
|
|
2.79% |
|
|
339,406 |
|
|
|
2,114 |
|
|
2.53% |
|
|
34,011 |
|
|
|
129 |
|
|
|
1.52 |
% |
Long-term debt |
|
|
103,826 |
|
|
|
1,748 |
|
|
6.75% |
|
|
103,742 |
|
|
|
1,747 |
|
|
6.83% |
|
|
49,583 |
|
|
|
849 |
|
|
|
6.87 |
% |
Subordinated debentures |
|
|
9,564 |
|
|
|
181 |
|
|
7.59% |
|
|
9,523 |
|
|
|
186 |
|
|
7.92% |
|
|
3,459 |
|
|
|
71 |
|
|
|
8.26 |
% |
Total interest-bearing liabilities |
|
|
2,032,188 |
|
|
|
11,626 |
|
|
2.29% |
|
|
2,106,460 |
|
|
|
11,294 |
|
|
2.17% |
|
|
1,170,161 |
|
|
|
4,457 |
|
|
|
1.53 |
% |
Noninterest-bearing liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noninterest-bearing deposits |
|
|
408,219 |
|
|
|
|
|
|
|
|
|
405,190 |
|
|
|
|
|
|
|
|
|
271,920 |
|
|
|
|
|
|
|
|
|
Other noninterest-bearing liabilities |
|
|
19,183 |
|
|
|
|
|
|
|
|
|
19,987 |
|
|
|
|
|
|
|
|
|
12,930 |
|
|
|
|
|
|
|
|
|
Total noninterest-bearing liabilities |
|
|
427,402 |
|
|
|
|
|
|
|
|
|
425,177 |
|
|
|
|
|
|
|
|
|
284,850 |
|
|
|
|
|
|
|
|
|
Shareholders' equity |
|
|
390,574 |
|
|
|
|
|
|
|
|
|
383,274 |
|
|
|
|
|
|
|
|
|
281,454 |
|
|
|
|
|
|
|
|
|
Total liabilities and shareholders' equity |
|
$ |
2,850,164 |
|
|
|
|
|
|
|
|
$ |
2,914,911 |
|
|
|
|
|
|
|
|
$ |
1,736,465 |
|
|
|
|
|
|
|
|
|
Net interest income / interest rate spreads |
|
|
|
|
|
$ |
24,326 |
|
|
3.08% |
|
|
|
|
|
$ |
25,922 |
|
|
3.34% |
|
|
|
|
|
$ |
17,835 |
|
|
|
3.94 |
% |
Net interest margin |
|
|
|
|
|
|
|
|
|
3.64% |
|
|
|
|
|
|
|
|
|
3.84% |
|
|
|
|
|
|
|
|
|
|
4.37 |
% |
(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. |
(4) |
Includes purchased receivables, which are short term loans made to investment grade companies and are used for cash - management purposes by the Company. |
9
AVERAGE BALANCE SHEET AND NET INTEREST INCOME
(Unaudited)
(Dollars in thousands, except per share amounts)
|
|
For the six months ended June 30, |
|
|||||||||||||||||||
|
|
2019 |
|
2018 |
|
|||||||||||||||||
|
|
Average |
|
|
Interest |
|
|
Yield / |
|
Average |
|
|
Interest |
|
|
Yield / |
|
|||||
(tax-equivalent basis, dollars in thousands) |
|
Balance |
|
|
& Fees |
|
|
Rate |
|
Balance |
|
|
& Fees |
|
|
Rate |
|
|||||
Earning assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal funds sold, cash equivalents & other (1) |
|
$ |
111,601 |
|
|
$ |
1,798 |
|
|
3.25% |
|
$ |
85,509 |
|
|
$ |
1,092 |
|
|
|
2.58 |
% |
Securities (2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available for sale |
|
|
78,079 |
|
|
|
1,118 |
|
|
2.89% |
|
|
72,453 |
|
|
|
996 |
|
|
|
2.77 |
% |
Held to maturity |
|
|
9,377 |
|
|
|
173 |
|
|
3.72% |
|
|
9,997 |
|
|
|
184 |
|
|
|
3.71 |
% |
Mortgage loans held for sale |
|
|
402,237 |
|
|
|
9,735 |
|
|
4.88% |
|
|
184,315 |
|
|
|
4,266 |
|
|
|
4.67 |
% |
Loans held for investment: (3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate |
|
|
1,764,278 |
|
|
|
48,879 |
|
|
5.59% |
|
|
865,589 |
|
|
|
23,732 |
|
|
|
5.53 |
% |
Commercial (4) |
|
|
349,818 |
|
|
|
11,465 |
|
|
6.61% |
|
|
380,740 |
|
|
|
12,208 |
|
|
|
6.47 |
% |
Total loans |
|
|
2,114,097 |
|
|
|
60,344 |
|
|
5.76% |
|
|
1,246,329 |
|
|
|
35,940 |
|
|
|
5.82 |
% |
Total earning assets |
|
|
2,715,391 |
|
|
$ |
73,168 |
|
|
5.43% |
|
|
1,598,603 |
|
|
$ |
42,478 |
|
|
|
5.36 |
% |
Noninterest-earning assets |
|
|
166,967 |
|
|
|
|
|
|
|
|
|
95,754 |
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
2,882,358 |
|
|
|
|
|
|
|
|
$ |
1,694,357 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOW and money market deposits |
|
$ |
400,584 |
|
|
$ |
2,430 |
|
|
1.22% |
|
$ |
365,909 |
|
|
$ |
1,636 |
|
|
|
0.90 |
% |
Savings deposits |
|
|
99,095 |
|
|
|
102 |
|
|
0.21% |
|
|
30,709 |
|
|
|
65 |
|
|
|
0.43 |
% |
Time deposits |
|
|
1,239,474 |
|
|
|
13,750 |
|
|
2.24% |
|
|
653,837 |
|
|
|
4,456 |
|
|
|
1.37 |
% |
Total interest-bearing deposits |
|
|
1,739,153 |
|
|
|
16,282 |
|
|
1.89% |
|
|
1,050,455 |
|
|
|
6,157 |
|
|
|
1.18 |
% |
FHLB short-term advances |
|
|
216,638 |
|
|
|
2,776 |
|
|
2.58% |
|
|
32,565 |
|
|
|
200 |
|
|
|
1.24 |
% |
Long-term debt |
|
|
103,784 |
|
|
|
3,495 |
|
|
6.79% |
|
|
49,567 |
|
|
|
1,698 |
|
|
|
6.91 |
% |
Subordinated debentures |
|
|
9,544 |
|
|
|
367 |
|
|
7.75% |
|
|
3,449 |
|
|
|
135 |
|
|
|
7.92 |
% |
Total interest-bearing liabilities |
|
|
2,069,119 |
|
|
$ |
22,920 |
|
|
2.23% |
|
|
1,136,036 |
|
|
$ |
8,190 |
|
|
|
1.45 |
% |
Noninterest-bearing liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noninterest-bearing deposits |
|
|
406,713 |
|
|
|
|
|
|
|
|
|
269,957 |
|
|
|
|
|
|
|
|
|
Other noninterest-bearing liabilities |
|
|
19,582 |
|
|
|
|
|
|
|
|
|
12,114 |
|
|
|
|
|
|
|
|
|
Total noninterest-bearing liabilities |
|
|
426,295 |
|
|
|
|
|
|
|
|
|
282,071 |
|
|
|
|
|
|
|
|
|
Shareholders' equity |
|
|
386,944 |
|
|
|
|
|
|
|
|
|
276,250 |
|
|
|
|
|
|
|
|
|
Total liabilities and shareholders' equity |
|
$ |
2,882,358 |
|
|
|
|
|
|
|
|
$ |
1,694,357 |
|
|
|
|
|
|
|
|
|
Net interest income / interest rate spreads |
|
|
|
|
|
$ |
50,248 |
|
|
3.20% |
|
|
|
|
|
$ |
34,288 |
|
|
|
3.91 |
% |
Net interest margin |
|
|
|
|
|
|
|
|
|
3.73% |
|
|
|
|
|
|
|
|
|
|
4.33 |
% |
(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. |
(4) |
Includes purchased receivables, which are short term loans made to investment grade companies and are used for cash - management purposes by the Company. |
10
SELECTED FINANCIAL HIGHLIGHTS
(Unaudited)
(Dollars in thousands, except per share amounts)
|
|
For the three months ended |
|
|||||||||
|
|
June 30, |
|
|
March 31, |
|
|
June 30, |
|
|||
|
|
2019 |
|
|
2019 |
|
|
2018 |
|
|||
Per share data (common stock) |
|
|
|
|
|
|
|
|
|
|
|
|
Earnings |
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.51 |
|
|
$ |
0.52 |
|
|
$ |
0.58 |
|
Diluted |
|
$ |
0.50 |
|
|
$ |
0.51 |
|
|
$ |
0.54 |
|
Dividends declared |
|
$ |
0.10 |
|
|
$ |
0.10 |
|
|
$ |
0.09 |
|
Basic, excluding merger expense |
|
$ |
0.51 |
|
|
$ |
0.52 |
|
|
$ |
0.58 |
|
Diluted, excluding merger expense |
|
$ |
0.50 |
|
|
$ |
0.51 |
|
|
$ |
0.55 |
|
Book value |
|
$ |
19.61 |
|
|
$ |
19.17 |
|
|
$ |
17.30 |
|
Tangible book value |
|
$ |
16.37 |
|
|
$ |
15.90 |
|
|
$ |
15.41 |
|
Weighted average shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
20,074,651 |
|
|
|
20,047,716 |
|
|
|
16,407,439 |
|
Diluted |
|
|
20,445,013 |
|
|
|
20,436,741 |
|
|
|
17,322,800 |
|
Shares outstanding at period end |
|
|
20,077,524 |
|
|
|
20,073,991 |
|
|
|
16,544,627 |
|
Performance ratios |
|
|
|
|
|
|
|
|
|
|
|
|
Return on average assets, annualized |
|
1.43% |
|
|
|
1.44 |
% |
|
|
2.18 |
% |
|
Return on average shareholders' equity, annualized |
|
10.42% |
|
|
|
10.98 |
% |
|
|
13.45 |
% |
|
Return on average tangible common equity, annualized |
|
12.51% |
|
|
|
13.26 |
% |
|
|
15.13 |
% |
|
Noninterest income to average assets, annualized |
|
0.77% |
|
|
|
0.58 |
% |
|
|
0.65 |
% |
|
Noninterest expense to average assets, annualized |
|
2.10% |
|
|
|
2.13 |
% |
|
|
1.89 |
% |
|
Yield on average earning assets |
|
5.37% |
|
|
|
5.51 |
% |
|
|
5.47 |
% |
|
Cost of average deposits |
|
1.62% |
|
|
|
1.43 |
% |
|
|
1.01 |
% |
|
Cost of average interest-bearing deposits |
|
1.99% |
|
|
|
1.78 |
% |
|
|
1.26 |
% |
|
Cost of average interest-bearing liabilities |
|
2.29% |
|
|
|
2.17 |
% |
|
|
1.53 |
% |
|
Accretion on loans to average earning assets |
|
0.11% |
|
|
|
0.16 |
% |
|
|
0.23 |
% |
|
Net interest spread |
|
3.08% |
|
|
|
3.34 |
% |
|
|
3.94 |
% |
|
Net interest margin |
|
3.64% |
|
|
|
3.84 |
% |
|
|
4.37 |
% |
|
Efficiency ratio |
|
49.97% |
|
|
|
50.89 |
% |
|
|
39.72 |
% |
|
Common stock dividend payout ratio |
|
19.61% |
|
|
|
19.69 |
% |
|
|
16.67 |
% |
11
SELECTED FINANCIAL HIGHLIGHTS
(Unaudited)
(Dollars in thousands, except per share amounts)
|
|
For the six months ended June 30, |
|
|||||
|
|
2019 |
|
|
2018 |
|
||
Per share data (common stock) |
|
|
|
|
|
|
|
|
Earnings |
|
|
|
|
|
|
|
|
Basic |
|
$ |
1.02 |
|
|
$ |
1.13 |
|
Diluted |
|
$ |
1.00 |
|
|
$ |
1.06 |
|
Basic, excluding merger expense |
|
$ |
1.03 |
|
|
$ |
1.14 |
|
Diluted, excluding merger expense |
|
$ |
1.01 |
|
|
$ |
1.07 |
|
Dividends declared |
|
$ |
0.20 |
|
|
$ |
0.17 |
|
Book value |
|
$ |
19.61 |
|
|
$ |
17.30 |
|
Tangible book value |
|
$ |
16.37 |
|
|
$ |
15.41 |
|
Weighted average shares outstanding |
|
|
|
|
|
|
|
|
Basic |
|
|
20,061,258 |
|
|
|
16,246,063 |
|
Diluted |
|
|
20,440,900 |
|
|
|
17,248,125 |
|
Shares outstanding at period end |
|
|
20,077,524 |
|
|
|
16,544,627 |
|
Performance ratios |
|
|
|
|
|
|
|
|
Return on average assets, annualized |
|
1.44% |
|
|
|
2.18 |
% |
|
Return on average shareholders' equity, annualized |
|
10.70% |
|
|
|
13.35 |
% |
|
Return on average tangible common equity, annualized |
|
12.88% |
|
|
|
15.05 |
% |
|
Noninterest income to average assets, annualized |
|
0.68% |
|
|
|
0.62 |
% |
|
Noninterest expense to average assets, annualized |
|
2.11% |
|
|
|
1.96 |
% |
|
Yield on average earning assets |
|
5.43% |
|
|
|
5.36 |
% |
|
Cost of average deposits |
|
1.53% |
|
|
|
0.94 |
% |
|
Cost of average interest-bearing deposits |
|
1.89% |
|
|
|
1.18 |
% |
|
Cost of average interest-bearing liabilities |
|
2.23% |
|
|
|
1.45 |
% |
|
Accretion on loans to average earning assets |
|
0.13% |
|
|
|
0.11 |
% |
|
Net interest spread |
|
3.20% |
|
|
|
3.90 |
% |
|
Net interest margin |
|
3.73% |
|
|
|
4.33 |
% |
|
Efficiency ratio |
|
50.43% |
|
|
|
41.70 |
% |
|
Common stock dividend payout ratio |
|
19.61% |
|
|
|
16.01 |
% |
12
SELECTED FINANCIAL HIGHLIGHTS
(Unaudited)
(Dollars in thousands, except per share amounts)
|
|
As of |
|
|||||||||
|
|
June 30, |
|
|
March 31, |
|
|
June 30, |
|
|||
|
|
2019 |
|
|
2019 |
|
|
2018 |
|
|||
Loan to deposit ratio |
|
93.61% |
|
|
97.07% |
|
|
90.15% |
|
|||
Core deposits / total deposits |
|
67.22% |
|
|
66.79% |
|
|
|
82.43 |
% |
||
Net non-core funding dependence ratio |
|
|
18.46 |
% |
|
|
22.81 |
% |
|
|
17.43 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Credit Quality Data: |
|
|
|
|
|
|
|
|
|
|
|
|
Loans 30-89 days past due |
|
$ |
4,230 |
|
|
$ |
5,666 |
|
|
$ |
1,064 |
|
Loans 30-89 days past due to total loans |
|
0.20% |
|
|
|
0.27 |
% |
|
|
0.08 |
% |
|
Nonperforming loans |
|
$ |
6,354 |
|
|
$ |
2,586 |
|
|
$ |
6,553 |
|
Nonperforming loans to total loans |
|
0.30% |
|
|
|
0.12 |
% |
|
|
0.51 |
% |
|
Nonperforming assets |
|
$ |
8,429 |
|
|
$ |
4,642 |
|
|
$ |
6,846 |
|
Nonperforming assets to total assets |
|
0.30% |
|
|
|
0.16 |
% |
|
|
0.38 |
% |
|
Allowance for loan losses to total loans |
|
0.89% |
|
|
0.86% |
|
|
1.14% |
|
|||
Allowance for loan losses to nonperforming loans |
|
292.12% |
|
|
705.18% |
|
|
223.67% |
|
|||
Net charge-offs to average loans (for the quarter-to-date period) |
|
|
0.01 |
% |
|
|
-0.02 |
% |
|
|
0.00 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Regulatory and other capital ratios—Company |
|
|
|
|
|
|
|
|
|
|
|
|
Tangible common equity to tangible assets |
|
|
12.01 |
% |
|
|
10.96 |
% |
|
|
14.28 |
% |
Tier 1 leverage ratio |
|
|
12.19 |
% |
|
|
11.61 |
% |
|
|
15.23 |
% |
Tier 1 common capital to risk-weighted assets |
|
|
16.96 |
% |
|
|
16.29 |
% |
|
|
18.29 |
% |
Tier 1 capital to risk-weighted assets |
|
|
17.45 |
% |
|
|
16.77 |
% |
|
|
18.54 |
% |
Total capital to risk-weighted assets |
|
|
23.77 |
% |
|
|
22.98 |
% |
|
|
23.16 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Regulatory capital ratios—bank only |
|
|
|
|
|
|
|
|
|
|
|
|
Tier 1 leverage ratio |
|
|
14.17 |
% |
|
|
13.43 |
% |
|
|
14.84 |
% |
Tier 1 common capital to risk-weighted assets |
|
|
20.31 |
% |
|
|
19.39 |
% |
|
|
18.06 |
% |
Tier 1 capital to risk-weighted assets |
|
|
20.31 |
% |
|
|
19.39 |
% |
|
|
18.06 |
% |
Total capital to risk-weighted assets |
|
|
21.30 |
% |
|
|
20.35 |
% |
|
|
19.14 |
% |
13
SELECTED FINANCIAL HIGHLIGHTS
(Unaudited)
(Dollars in thousands, except per share amounts)
|
|
2nd Quarter |
|
|
1st Quarter |
|
|
4th Quarter |
|
|
3rd Quarter |
|
|
2nd Quarter |
|
|||||
Quarterly Consolidated Statements of Earnings |
|
2019 |
|
|
2019 |
|
|
2018 |
|
|
2018 |
|
|
2018 |
|
|||||
Interest income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans, including fees |
|
$ |
34,240 |
|
|
$ |
35,839 |
|
|
$ |
33,829 |
|
|
$ |
23,445 |
|
|
$ |
21,132 |
|
Investment securities and other |
|
|
1,703 |
|
|
|
1,367 |
|
|
|
1,352 |
|
|
|
1,028 |
|
|
|
1,152 |
|
Total interest income |
|
|
35,943 |
|
|
|
37,206 |
|
|
|
35,181 |
|
|
|
24,473 |
|
|
|
22,284 |
|
Interest expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits |
|
|
9,035 |
|
|
|
7,247 |
|
|
|
6,661 |
|
|
|
4,139 |
|
|
|
3,408 |
|
Interest on subordinated debentures and other |
|
|
1,929 |
|
|
|
1,747 |
|
|
|
1,325 |
|
|
|
925 |
|
|
|
920 |
|
Other borrowings |
|
|
662 |
|
|
|
2,300 |
|
|
|
1,613 |
|
|
|
793 |
|
|
|
129 |
|
Total interest expense |
|
|
11,626 |
|
|
|
11,294 |
|
|
|
9,599 |
|
|
|
5,857 |
|
|
|
4,457 |
|
Net interest income before provision for loan losses |
|
|
24,317 |
|
|
|
25,912 |
|
|
|
25,582 |
|
|
|
18,616 |
|
|
|
17,827 |
|
Provision for loan losses |
|
|
357 |
|
|
|
550 |
|
|
|
1,890 |
|
|
|
1,695 |
|
|
|
700 |
|
Net interest income after provision for loan losses |
|
|
23,960 |
|
|
|
25,362 |
|
|
|
23,692 |
|
|
|
16,921 |
|
|
|
17,127 |
|
Noninterest income |
|
|
5,496 |
|
|
|
4,202 |
|
|
|
5,489 |
|
|
|
2,105 |
|
|
|
2,793 |
|
Noninterest expense |
|
|
14,899 |
|
|
|
15,325 |
|
|
|
15,503 |
|
|
|
8,654 |
|
|
|
8,191 |
|
Earnings before income taxes |
|
|
14,557 |
|
|
|
14,239 |
|
|
|
13,678 |
|
|
|
10,372 |
|
|
|
11,729 |
|
Income taxes |
|
|
4,415 |
|
|
|
3,859 |
|
|
|
4,188 |
|
|
|
2,041 |
|
|
|
2,292 |
|
Net income |
|
$ |
10,142 |
|
|
$ |
10,380 |
|
|
$ |
9,490 |
|
|
$ |
8,331 |
|
|
$ |
9,437 |
|
Net income per common share - basic |
|
$ |
0.51 |
|
|
$ |
0.52 |
|
|
$ |
0.49 |
|
|
$ |
0.50 |
|
|
$ |
0.58 |
|
Net income per common share - diluted |
|
$ |
0.50 |
|
|
$ |
0.51 |
|
|
$ |
0.48 |
|
|
$ |
0.48 |
|
|
$ |
0.54 |
|
Cash dividends declared per common share |
|
$ |
0.10 |
|
|
$ |
0.10 |
|
|
$ |
— |
|
|
$ |
0.09 |
|
|
$ |
0.09 |
|
Cash dividends declared |
|
$ |
2,007 |
|
|
$ |
2,007 |
|
|
$ |
— |
|
|
$ |
1,489 |
|
|
$ |
1,470 |
|
Yield on average assets, annualized |
|
1.43% |
|
|
|
1.44 |
% |
|
|
1.35 |
% |
|
|
1.73 |
% |
|
|
2.18 |
% |
|
Yield on average earning assets |
|
5.37% |
|
|
|
5.51 |
% |
|
|
5.45 |
% |
|
|
5.40 |
% |
|
|
5.47 |
% |
|
Cost of average deposits |
|
1.62% |
|
|
|
1.43 |
% |
|
|
1.28 |
% |
|
|
1.17 |
% |
|
|
1.01 |
% |
|
Cost of average interest-bearing deposits |
|
1.99% |
|
|
|
1.78 |
% |
|
|
1.61 |
% |
|
|
1.46 |
% |
|
|
1.26 |
% |
|
Cost of average interest-bearing liabilities |
|
2.29% |
|
|
|
2.17 |
% |
|
|
1.91 |
% |
|
|
1.75 |
% |
|
|
1.53 |
% |
|
Accretion on loans to average earning assets |
|
0.11% |
|
|
|
0.16 |
% |
|
|
0.14 |
% |
|
|
0.05 |
% |
|
|
0.23 |
% |
|
Net interest margin |
|
3.64% |
|
|
|
3.84 |
% |
|
|
3.88 |
% |
|
|
4.11 |
% |
|
|
4.37 |
% |
14
SELECTED FINANCIAL HIGHLIGHTS
(Unaudited)
(Dollars in thousands, except per share amounts)
Loan Portfolio Detail |
|
As of June 30, 2019 |
|
|
As of March 31, 2019 |
|
|
As of December 31, 2018 |
|
|
As of September 30, 2018 |
|
|
As of June 30, 2018 |
|
|||||||||||||||||||||||||
(dollars in thousands) |
|
$ |
|
|
% |
|
|
$ |
|
|
% |
|
|
$ |
|
|
% |
|
|
$ |
|
|
% |
|
|
$ |
|
|
% |
|
||||||||||
Loans: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial and industrial |
|
$ |
283,919 |
|
|
|
13.6 |
|
|
$ |
269,556 |
|
|
|
12.7 |
|
|
$ |
304,084 |
|
|
|
14.2 |
|
|
$ |
299,817 |
|
|
|
21.7 |
|
|
$ |
311,186 |
|
|
|
24.2 |
|
SBA |
|
|
79,474 |
|
|
|
3.8 |
|
|
|
82,571 |
|
|
|
3.9 |
|
|
|
84,500 |
|
|
|
3.9 |
|
|
|
87,406 |
|
|
|
6.3 |
|
|
|
97,142 |
|
|
|
7.6 |
|
Construction and land development |
|
|
118,807 |
|
|
|
5.7 |
|
|
|
125,686 |
|
|
|
5.9 |
|
|
|
113,235 |
|
|
|
5.3 |
|
|
|
110,710 |
|
|
|
8.0 |
|
|
|
94,901 |
|
|
|
7.4 |
|
Commercial real estate (1) |
|
|
756,452 |
|
|
|
36.2 |
|
|
|
756,313 |
|
|
|
35.7 |
|
|
|
758,721 |
|
|
|
35.4 |
|
|
|
524,174 |
|
|
|
38.0 |
|
|
|
492,993 |
|
|
|
38.4 |
|
Single-family residential mortgages |
|
|
853,404 |
|
|
|
40.7 |
|
|
|
885,951 |
|
|
|
41.8 |
|
|
|
881,249 |
|
|
|
41.2 |
|
|
|
359,111 |
|
|
|
26.0 |
|
|
|
287,860 |
|
|
|
22.4 |
|
Other loans |
|
|
382 |
|
|
|
0.0 |
|
|
|
336 |
|
|
|
0.0 |
|
|
|
226 |
|
|
|
0.0 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Total loans (2) |
|
$ |
2,092,438 |
|
|
|
100.0 |
|
|
$ |
2,120,413 |
|
|
|
100.0 |
|
|
$ |
2,142,015 |
|
|
|
100.0 |
|
|
$ |
1,381,218 |
|
|
|
100.0 |
|
|
$ |
1,284,082 |
|
|
|
100.0 |
|
Allowance for loan losses |
|
|
(18,561 |
) |
|
|
|
|
|
|
(18,236 |
) |
|
|
|
|
|
|
(17,577 |
) |
|
|
|
|
|
|
(16,178 |
) |
|
|
|
|
|
|
(14,657 |
) |
|
|
|
|
Total loans, net |
|
$ |
2,073,877 |
|
|
|
|
|
|
$ |
2,102,177 |
|
|
|
|
|
|
$ |
2,124,438 |
|
|
|
|
|
|
$ |
1,365,040 |
|
|
|
|
|
|
$ |
1,269,425 |
|
|
|
|
|
(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. |
|
|
Three months ended |
|
|
Six months ended |
|
||||||||||
Change in Allowance for Loan Losses |
|
June 30, |
|
|
June 30, |
|
||||||||||
(dollars in thousands) |
|
2019 |
|
|
2018 |
|
|
2019 |
|
|
2018 |
|
||||
Beginning balance |
|
$ |
18,236 |
|
|
$ |
13,957 |
|
|
$ |
17,577 |
|
|
$ |
13,773 |
|
Additions to the allowance charged to expense |
|
|
357 |
|
|
|
700 |
|
|
|
907 |
|
|
|
884 |
|
Recoveries (charged-off) on loans |
|
|
(32 |
) |
|
|
— |
|
|
|
77 |
|
|
|
— |
|
Ending balance |
|
|
18,561 |
|
|
|
14,657 |
|
|
|
18,561 |
|
|
|
14,657 |
|
15
Tangible Book Value Reconciliations (non-GAAP)
The tangible book value per share is a non-GAAP disclosure. The Company uses certain non-GAAP financial measures to provide supplemental information regarding the Company’s 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 June 30, 2019 and 2018.
|
|
June 30, |
|
|||||
(dollars in thousands, except per share data) |
|
2019 |
|
|
2018 |
|
||
Tangible common equity: |
|
|
|
|
|
|
|
|
Total shareholders' equity |
|
$ |
393,820 |
|
|
$ |
286,202 |
|
Adjustments |
|
|
|
|
|
|
|
|
Goodwill |
|
|
(58,383 |
) |
|
|
(29,940 |
) |
Core deposit intangible |
|
|
(6,828 |
) |
|
|
(1,280 |
) |
Tangible common equity |
|
$ |
328,609 |
|
|
$ |
254,982 |
|
Tangible assets: |
|
|
|
|
|
|
|
|
Total assets-GAAP |
|
$ |
2,801,956 |
|
|
$ |
1,816,872 |
|
Adjustments |
|
|
|
|
|
|
|
|
Goodwill |
|
|
(58,383 |
) |
|
|
(29,940 |
) |
Core deposit intangible |
|
|
(6,828 |
) |
|
|
(1,280 |
) |
Tangible assets |
|
$ |
2,736,745 |
|
|
$ |
1,785,652 |
|
Common shares outstanding |
|
|
20,077,524 |
|
|
|
16,544,627 |
|
Tangible common equity to tangible assets ratio |
|
|
12.01 |
% |
|
|
14.28 |
% |
Tangible book value per share |
|
$ |
16.37 |
|
|
$ |
15.41 |
|
16
Exhibit 99.2
Press Release
For Immediate Release
|
|
|
|
|
|
|
Contacts: Yee Phong (Alan) Thian |
|
|
|
Chairman, President and CEO |
|
|
|
(213) 627-9888 |
|
|
|
David Morris |
|
|
|
Executive Vice President and CFO |
|
|
|
(714) 670-2488 |
RBB Bancorp Declares Quarterly Cash Dividend of $0.10 Per Share
Los Angeles, CA, July 18, 2019 - 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 $0.10 per share. The dividend is payable on August 15, 2019 to common shareholders of record as of July 31, 2019.
Corporate Overview
RBB Bancorp is a community-based bank holding company headquartered in Los Angeles, California. RBB has total assets of approximately $2.8 billion. Its wholly-owned subsidiary, Royal Business Bank, 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, and Brooklyn, Queens, and Manhattan in New York. RBB 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. Royal Business Bank has ten branches in Los Angeles County, two branches in Ventura County, one branch in Irvine, California, one branch in Las Vegas, Nevada, and eight branches and two loan offices in Brooklyn, Queens and Manhattan, New York. 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 Avenue, Buena Park, California 90621. RBB Bancorp's website address is www.royalbusinessbankusa.com.