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): November 5, 2019
RBB BANCORP
(Exact name of Registrant as Specified in Its Charter)
California |
001-38149 |
27-2776416 |
(State or Other Jurisdiction |
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(IRS Employer |
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1055 Wilshire Blvd., 12th Floor, Los Angeles, California |
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90017 |
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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Name of exchange on which registered |
Common Stock, No Par Value |
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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 7.01 Regulation FD Disclosure.
On November 5, 2019 RBB Bancorp made available on its website an updated investor presentation regarding the Company’s third quarter financial results (Exhibit 99.1), which will be made in person to various investors and other parties through December 31, 2019.
David Morris, Chief Financial Officer, will made this presentation during the Hovde Group 2019 Community Bank Investor Conference in Scottsdale, Arizona, which took place November 3-5, 2019.
The investor presentation, a copy of which is furnished herewith as Exhibit 99.1, is incorporated herein by reference. The investor presentation replaces and supersedes investor presentation materials furnished as an exhibit to the Company’s Current Reports on Form 8-K.
The information contained in this Item 7.01, and Exhibit 99.1 attached hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Such information shall not be incorporated by reference into any filing, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
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Exhibits. |
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99.1 |
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Investor Presentation regarding RBB third quarter 2019 results |
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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: November 5, 2019 |
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By: |
/s/ David Morris |
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David Morris |
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Executive Vice President and Chief Financial Officer |
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November 2019 Investor Presentation Exhibit 99.1
Forward-Looking Statements 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 RBB Bancorp’s (“RBB”) current business plans, its future financial position and operating results and RBB’s expectations. Forward-looking statements are typically identified by words such as "believe," "expect," "anticipate," "intend," "target," "estimate," "continue," "positions," "prospects" or "potential," by future conditional verbs such as "will," "would," "should," "could" or "may", or by variations of such words or by similar expressions. These forward-looking statements are subject to numerous assumptions, risks and uncertainties which change over time. Forward-looking statements speak only as of the date they are made and we assume no duty to update forward-looking statements. 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 RBB, on 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, New York or other states where RBB lends, 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, whether we are able to obtain any required governmental approvals in connection with any such acquisitions or dispositions, and/or RBB’s 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; our relationships with and reliance upon vendors with respect to the operation of certain 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 our common stock or other securities; and the resulting impact on our ability to raise capital or RBB’s ability to 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; our success at managing the risks involved in the foregoing items and all other factors set forth in RBB’s public reports filed with the Securities and Exchange Commission (the “SEC”), including its Annual Report on Form 10-K for the year ended December 31, 2018, and particularly the discussion of risk factors within that document applicable to RBB. Any statements about future operating results, such as those concerning accretion and dilution to RBB’s earnings or shareholders, are for illustrative purposes only, are not forecasts, and actual results may differ. RBB 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. Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.
Experienced Leadership Team Average 32 years of bank management experience in finance, lending, credit, risk, strategy and branch operations Name / Title Experience Background Yee Phong (Alan) Thian President & Chief Executive Officer 36 years Chairman, President and Chief Executive Officer (“CEO”) since Royal Business Bank (the “Bank”) began operations in 2008 Appointed to the FDIC community bank advisory committee twice Presently on the CFPB community bank advisory committee Formerly served as Executive Vice President (“EVP”) and Regional Director for United Commercial Bank, as well as President and CEO for both First Continental Bank and American International Bank David Morris Executive Vice President & Chief Financial Officer 32 years (9 years with Alan) Appointed EVP and Chief Financial Officer (“CFO”) of the Bank and Company in 2010 Formerly President and CEO with MetroPacific Bank and EVP, CFO and Chief Operating Officer (“COO”) with San Diego Community Bank Jeffrey Yeh Executive Vice President & Chief Credit Officer 29 years (16 years with Alan) Joined the Bank as an executive officer in 2008 and promoted to EVP and Chief Credit Officer in January 2014 Formerly Finance Director and Business Control Manager for Universal Science Industrial Co, Ltd. and Lending and Investment Manager for Bank of Overseas Chinese Larsen Lee Executive Vice President & Director of Residential Mortgage Lending 31 years (4 years with Alan) Joined in 2014 as SVP and Director of Mortgage Lending to start the Bank’s residential mortgage unit, and promoted to EVP in January 2016 Formerly created a wholesale department for Pacific City Bank from 2010 to 2014 I-Ming (Vincent) Liu Executive Vice President & Chief Risk Officer 31 years (23 years with Alan) Joined the Bank as an executive officer in 2008, promoted to COO in January 2011, and promoted to Chief Risk Officer of the Bank in 2011 and of the Company in 2013 Formerly Senior Vice President (“SVP”) and head of southern California branch network for United Commercial Bank Source: Experience: Page 6 in S-1 Background: Pages 143, 145-146 in the S-1
Balance Sheet (Dollars in millions) Total Assets $2,820 Gross Loans, Including Held for Sale $2,385 Total Deposits $2,252 Tangible Common Equity1 $334 Tangible Common Equity / Tangible Assets1 12.12% NPAs / Assets2 0.45% Profitability Return on Average Assets 1.15% Return on Average Tangible Common Equity 9.56% FTE Net Interest Margin 3.59% Efficiency Ratio 52.4% RBB Bancorp – Who We Are Non-GAAP reconciliation in Appendix Nonperforming assets include nonaccrual loans, loans past due 90 days or more and still accruing interest, loans modified under troubled debt restructurings, and other repossessed assets; excludes purchased credit impaired (“PCI”) loans Established in 2008 and headquartered in Los Angeles, California $2.8 billion asset Chinese-American, business-oriented community bank 22 traditional branches 13 located in Southern California 8 located in New York 1 in Nevada Four principal business lines: Commercial Real Estate (“CRE”) Commercial & Industrial (“C&I”) 1-4 Single Family Residential (“SFR”) SBA Lending (“SBA”) Five successful acquisitions completed since 2010 Certified Community Development Financial Institution since mid-February 2016 Overview Financial Highlights For the Three Months Ended September 30, 2019:
High-performing community bank with defined and proven strategy to grow both organically and through acquisitions Insider ownership (including family holdings) at 48% and high deposit balances, aligns interests with public shareholders Experienced management team and Board of Directors with demonstrated industry knowledge, regulatory relationships, lending expertise and community involvement Niche markets with concentration on Asian-Americans Products structured to address the needs of underserved individuals and businesses within those markets Significant opportunities for future acquisitions across the U.S. Conservative risk profile with focused and diversified lending strategy Solid asset quality from conservative credit culture and disciplined underwriting standards Interest rate neutral balance sheet Track record of attractive returns Diversified revenue with four lending products spread across multiple industries and geographies Substantial noninterest income and well-managed noninterest expenses Exceptional investment opportunity to own a well-managed, highly profitable institution Compelling valuation and strong dividend payout ratio Investment Highlights
Our History Historical Progression of Franchise Growth Opened 2008 Source: Pages 3-4 in the S-1 Opened SBA banking unit 2010 Raised over $54mm in private offering of common stock 2012 Opened residential mortgage unit 2014 Earned Findley Reports’ “Super Premier” status February: Acquired Named a CDFI 2016 March: Issued $50mm of subordinated notes Earned Findley Reports’ “Super Premier” status 2018 Issued $55 million of subordinated notes October: Acquired September: Acquired July: Acquired January: Established 2011 May: Acquired Received Outstanding Overseas Taiwanese SME Award 2013 Earned Findley Reports’ “Super Premier” status 2015 Raised $62 million in IPO 2017 Earned Findley Reports’ “Super Premier” status August: Announced pending acquisition 2019
Our Current Footprint Orange County, California Irvine Branches (23) Los Angeles County, California Clark County, Nevada Ventura County, California Arcadia Cerritos Diamond Bar Los Angeles (Downtown) Los Angeles (Westwood) Los Angeles (Silver Lake) Monterey Park Rowland Heights San Gabriel Torrance Oxnard Westlake Village Las Vegas New York, NY 2 Brooklyn, NY 2 Manhattan, NY 4 Queens, NY
Expands the RBB franchise to the Chicago market Gives RBB access to Chicago’s Asian-American population of approximately 500,000 Enables Pacific Global to benefit from RBB’s scale and efficiencies Enhances residential mortgage loan production platform Enables RBB to bring its C&I lending platform to the PGB customer base Highly compatible merger partners Shared focus on Asian-American communities Complementary business models Strong residential mortgage loan production platforms Disciplined underwriting standards and commitment to strong asset quality Compelling economics for RBB shareholders Accretive to earnings per share Tangible book value dilution earnback of approximately 3 years Positions RBB for continued profitable growth Sixth acquisition since 2011 Transaction Highlights +
Founded in 1995 3 full service branches principally serving Asian-American communities in Chicago Total assets of $224.5 million 1-4 family residential loans comprise 83% of total loans 21.4% non-interest bearing deposits Overview of PGB Holdings Financial Highlights Franchise Highlights (as of 9/30/19) For the Twelve Months Ended Quarter Ended In $000s 12/31/16 12/31/17 12/31/18 9/30/19 Balance Sheet Total Assets $176,646 $193,269 $208,253 $224,533 Total Loans $137,773 $149,609 $162,750 $168,720 Total Deposits $156,204 $172,070 $183,380 $196,868 Loans/Deposits 88.20% 86.95% 88.75% 85.70% Capital Common Equity $19,384 $20,607 $22,965 $25,224 Tangible Equity $19,384 $20,607 $22,965 $25,224 Total Equity/Assets 10.97% 10.66% 11.03% 11.23% Tang. Common Equity/Tang. Assets 10.97% 10.66% 11.03% 11.23% Risk Based Capital 22.41% 21.48% 22.72% 23.34% Tier 1 Capital 21.14% 20.21% 21.46% 22.08% Leverage Ratio 10.93% 10.82% 11.21% 11.29% Profitability Measures Net Interest Margin 4.18% 4.21% 4.18% 3.59% Non Interest Income/Average Assets 0.27% 0.52% 0.61% 0.83% Non Interest Expense/Average Assets 2.74% 2.62% 2.76% 2.77% Efficiency Ratio 63.03% 57.60% 59.61% 62.31% ROAA 0.90% 1.15% 1.47% 1.17% ROAE 7.93% 10.52% 13.30% 10.31% Net Income $1,543 $2,135 $2,881 $648 Asset Quality NPAs/Assets 0.82% 0.54% 0.55% 0.09% NPAs (excl TDRs)/Assets 0.66% 0.54% 0.55% 0.09% NCOs/Avg Loans 0.50% -0.01% 0.17% -0.20% Reserves/Loans 2.06% 1.91% 1.47% 1.33% Reserves/NPAs 195.9% 274.4% 209.8% 1,071.3%
Acquisition consideration of $32.5 million, all cash Price / tangible book: 1.81x as of June 30, 2019, and 1.60x estimated at close Transaction includes two owned branches with an estimated fair market value of $2 million greater than book value Price / EPS (LTM): 10.0x Core deposit premium: 1.25% Closing expected in the first quarter of 2020 Transaction Overview
Substantial Opportunities for Acquisitions: Chinese-American Banks Across the U.S. Chinese-American bank universe as defined by RBB’s management team Count refers to total number of Chinese-American banks that are headquartered in the indicated MSA Source: SNL Financial, Census Bureau 2018 estimates Chinese-American bank universe comprised of over 35 banks¹: Publicly-traded Locally-owned Subsidiaries of Taiwanese or Chinese banks Other Asian-American banks also represent compelling acquisition opportunities Target markets include select Metropolitan Statistic Areas (“MSAs”) that fulfill the following conditions: High concentration of Asian-Americans High number of Chinese-American banks² and branches Specific Target Markets Texas, Midwest and East Coast West Coast Chinese-American Bank¹ Locations in the U.S. (as of June 2019) Current RBB branch locations Other Chinese-American bank¹ branches Source: Pages 12-13 in the S-1 Asian American Population % of Actual Total Total Asian American Population MSA (population in thousands) Population Actual % of Total New York-Newark-Jersey City, NY-NJ-PA 19979 1977.921 9.9% 11.229078580111393 Los Angeles-Long Beach-Anaheim, CA 13291 1953.7769999999998 0.14699999999999999 15.886753646397564 San Francisco-Oakland-Hayward, CA 4729 1097.1280000000002 0.23200000000000001 25.907391494954652 Chicago-Naperville-Elgin, IL-IN-WI 9499 531.94399999999996 5.6% 6.6823440349321599 Houston-The Woodlands-Sugar Land, TX 6997 454.80500000000001 6.5% 7.735172587359056 Seattle-Tacoma-Bellevue, WA 3939 449.04599999999999 0.114 41.008423166579853 Urban Honolulu, HI 980 429.24 0.438 5.9843344674519336 Philadelphia-Camden-Wilmington, PA-NJ-DE-MD 6046 302.3 0.05 10.046217689133943 Las Vegas-Henderson-Paradise, NV 2232 194.184 8.7% Source: SNL Financial, 2010 Census ² Count refers to total number of Chinese-American banks that are headquartered in the indicated MSA Identified strategic expansion areas Current markets New Market with FAIT transaction Asian American Population Number of % of Actual Total Total Asian American Population Chinese-American MSA Population Actual % of Total Banks² Branches New York-Newark-Jersey City, NY-NJ-PA 20338187 2283791 11.229078580111393 8 50 Los Angeles-Long Beach-Anaheim, CA 13502916 2145175 15.886753646397564 18 157 San Francisco-Oakland-Hayward, CA 4737729 1227422 25.907391494954652 4 50 Chicago-Naperville-Elgin, IL-IN-WI 9563680 639078 6.6823440349321599 3 15 Houston-The Woodlands-Sugar Land, TX 6866117 531106 7.735172587359056 2 16 Urban Honolulu, HI 1009834 414117 41.008423166579853 1 12 Philadelphia-Camden-Wilmington, PA-NJ-DE-MD 6096952 364862 5.9843344674519336 1 2 Las Vegas-Henderson-Paradise, NV 2173843 218389 10.046217689133943 0 3 Source: SNL Financial, 2010 Census ² Count refers to total number of Chinese-American banks that are headquartered in the indicated MSA Identified expansion markets Current markets New market with FAIB transaction
Demonstrated Track Record of Balance Sheet and Earnings Growth (1) Non-GAAP reconciliation in Appendix Total Loans ($mm) Total Deposits ($mm) Net Income ($mm) Return on Average Tangible Common Equity1 2013 – 2018 CAGR = 34.9% 2013 – 2018 CAGR = 31.2% 2013 – 2018 CAGR = 38.8%
Profitability Drivers Yield on Average Interest-Earning Assets Cost of Average Interest-Bearing Liabilities Net Interest Margin (FTE) Efficiency Ratio (FTE)
$2.39 billion total loans as of September 30, 2019 Diversified across industry lines Single Family Residential - Mainly non-QM mortgages Commercial Real Estate - Owner occupied and Investor owned Commercial and Industrial - Majority secured by assets SBA - Primarily SBA 7(a) loans for business acquisition or working capital 10% Fixed rate4 and 90% Variable rate Average yield on total loans of 5.54% for the third quarter of 2019 Diversified Loan Portfolio Excludes purchased loan discounts and deferred costs and fees Includes construction and land development loans Includes Held for Investment and Held for Sale Loans Includes loans that have initial fixed rate terms prior to converting to variable rate loans By Collateral Type: By Business Line¹: Loan Portfolio Composition (September 30, 2019)
Disciplined Credit Culture Nonperforming loans include nonaccrual loans, loans past due 90 days or more and still accruing interest and loans modified under troubled debt restructurings; nonperforming loans exclude PCI loans acquired in prior acquisitions Nonperforming assets include nonperforming loans (as defined in footnote 1 above) and other repossessed assets Nonperforming Loans¹ / Total Loans Nonperforming Assets² / Total Assets Allowance for Loan Losses / Total Loans Net Charge-Offs / Average Loans
Avg. Balance Weighted ($mm) Avg. Rate Noninterest-Bearing Demand $424.9 0.00% NOW $24.5 0.28% Savings $95.7 0.19% Money Market $339.6 1.22% Retail Time¹ $603.1 2.28% Jumbo Time² $603.4 2.44% Brokered Time3 $134.3 2.54% Total Deposits $2,225.5 1.63% Deposit Portfolio as of September 30, 2019 Retail Time includes time deposits with balances less than $250,000, excluding brokered time Jumbo Time includes time deposits with balances of $250,000 and greater Brokered Time are brokered time deposits, which are all lower than $100,000 Reconciliation in Appendix Strongest growth coming in DDAs Top 10 Deposit Relationships = $330.3 million (14.7% of total deposits) 2 of the Top 10 Relationships are with Directors and shareholders of the Company; $80.1 million, or ~24% of Top 10 total Deposit Portfolio Composition Total: $2.25 billion 84.5% Core4 For the Three Months Ended September 30, 2019 3
(Dollars in millions, except per share amounts) As of September 30, 2019 Actual Long-Term Debt Long-Term Debt $104.0 Subordinated Debentures 9.6 Total Long-Term Debt $113.6 Shareholders' Equity Common Stock $291.4 Additional Paid-in Capital 6.2 Treasury Stock (3.2) Retained Earnings 104.1 Accumulated Other Comprehensive Income 0.3 Total Shareholders' Equity $398.8 Total Capitalization $512.4 Common Shares Outstanding 20,030,866 Book Value Per Share $19.91 Tangible Book Value Per Share1 $16.67 Regulatory Capital Tier 1 Common Capital $335.1 Tier 1 Risk-Based Capital $344.7 Total Risk-Based Capital $468.7 Consolidated Capital Ratios Non-GAAP reconciliation in Appendix Consolidated Capital Ratios Consolidated Capitalization Table 4.00% 7.00% 8.50% 10.50% 1
Interest Rate Risk Profile Note: Assumes parallel shifts in market interest rates 12-Month Net Interest Income Sensitivity Immediate Change in Rates September 30, 2019 Economic Value of Equity Sensitivity Immediate Change in Rates September 30, 2019 12 month NII sensitivity is neutral to slightly liability sensitive Economic Value of Equity (“EVE”) sensitivity is neutral to slightly liability sensitive in a flat to declining environment
Appendix
Pro Forma Loan Portfolio (as of September 30, 2019) Note: Regulatory data shown, does not include purchase accounting adjustments Source: Company estimates RBB PGB Pro Forma Composition Composition Composition Loan Type ($000) % of Total Loan Type ($000) % of Total Loan Type ($000) % of Total Construction & Dev. 101,649 4.3% Construction & Dev. 1,813 1.1% Construction & Dev. 103,462 4.0% 1-4 Family Residential 1,195,611 50.0% 1-4 Family Residential 141,927 83.4% 1-4 Family Residential 1,337,538 52.4% Home Equity 7,290 0.3% Home Equity 170 0.1% Home Equity 7,460 0.3% Owner - Occupied CRE 163,714 6.9% Owner - Occupied CRE 8,654 5.1% Owner - Occupied CRE 172,368 6.7% Other CRE 460,040 19.3% Other CRE 2,620 1.5% Other CRE 462,660 18.1% Multifamily 228,800 9.6% Multifamily 13,234 7.8% Multifamily 242,034 9.5% Commercial & Industrial 197,245 8.3% Commercial & Industrial 1,790 1.1% Commercial & Industrial 199,035 7.8% Consumer & Other 31,254 1.3% Consumer & Other 3 0.0% Consumer & Other 31,257 1.2% Total Loans $2,385,603 100.0% Total Loans $170,211 100.00% Total Loans $2,555,814 100.0% 3Q19 Yield on Loans: 5.54% 3Q19 Yield on Loans: 5.89% 3Q19 Yield on Loans: 5.56%
RBB PGB Pro Forma Pro Forma Deposit Mix (as of September 30, 2019) Note: Regulatory data shown, does not include purchase accounting adjustments Source: Company estimate Composition Composition Composition Deposit Type ($000) % of Total Deposit Type ($000) % of Total Deposit Type ($000) % of Total Non Interest Bearing 487,456 21.4% Non Interest Bearing 34,608 17.6% Non Interest Bearing 522,064 21.1% NOW & Other Transaction 12,852 0.6% NOW & Other Transaction 17,672 9.0% NOW & Other Transaction 30,524 1.2% MMDA & Savings 468,531 20.5% MMDA & Savings 50,101 25.4% MMDA & Savings 518,632 20.9% Time Deposits < $100k 306,737 13.4% Time Deposits < $100k 43,099 21.9% Time Deposits < $100k 349,836 14.1% Time Deposits > $100k 1,005,079 44.1% Time Deposits > $100k 51,388 26.1% Time Deposits > $100k 1,056,467 42.7% Total Deposits $2,280,655 100.0% Total Deposits $196,868 100.0% Total Deposits $2,477,523 100.0% 3Q19 Cost of Deposits: 1.63% 3Q19 Cost of Deposits: 1.53% 3Q19 Cost of Deposits: 1.62% Loans / Deposits 104.6% Loans / Deposits 86.5% Loans / Deposits 103.1%
As of September 30, 2019: Average: LTV of 55.1%; FICO score of 756; duration of approximately 4.5 years Average current start rates: 4.75%; 0% - 1% in points; reprices between 5 and 7 years to one-year CMT plus 2.50% Business Line Profile: 1-4 Single Family Residential Lending SFR Loans SFR Portfolio Growth (Dollars in millions) SFR 2013 – 2018 CAGR = 86.1% $1.1 billion
~19.8% fixed rate Business Line Profile: CRE Lending | C&D Lending CRE Loans CRE and C&D Portfolio Growth C&D Loans C&D 2012 – 2018 CAGR = 13.2% CRE 2012 – 2018 CAGR = 28.2% (Dollars in millions) As of September 30, 2019: $787.9 million $101.6 million
Business Line Profile: C&I Lending | SBA Lending Credit Lines include commercial and industrial lines of credit, term loans, mortgage warehouse lines and international trade discounts C&I Loans SBA Loans As of September 30, 2019: $276.5 million $71.0 million C&I and SBA Portfolio Growth (Dollars in millions) C&I 2012 – 2018 CAGR = 20.3% SBA 2012 – 2018 CAGR = 51.3% Unguaranteed SBA Loans: By Location: By Business:
Some of the financial measures included in this presentation are not measures of financial performance recognized by GAAP. These non-GAAP financial measures include “tangible common equity to tangible assets,” “tangible book value per share,” and “return on average tangible common equity.” Our management uses these non-GAAP financial measures in its analysis of our performance and believes these are helpful to investors as an additional tool for further understanding our performance. The following table reconciles shareholders’ equity (on a GAAP basis) to tangible common equity and total assets (on a GAAP basis) to tangible assets, calculates our tangible book value per share, and reconciles return on average tangible common equity to its most comparable GAAP measure: Non-GAAP Reconciliation: Tangible Common Equity and Tangible Assets Note: Historical financial data is not presented pro forma reflecting the acquisition of FAIT completed on October 15, 2018 (Dollars in thousands, except per share data) As of and for the period ended 2013 2014 2015 2016 2017 2018 3Q 2019 Tangible Common Equity: Total Shareholders' Equity $137,992 $151,981 $163,645 $181,585 $265,176 $374,621 $398,841 Adjustments Goodwill (4,001) (4,001) (4,001) (29,940) (29,940) (58,383) (58,383) Core Deposit Intangible (714) (582) (466) (1,793) (1,438) (7,601) (6,444) Tangible Common Equity $133,277 $147,398 $159,178 $149,852 $233,798 $308,637 $334,014 Tangible Assets: Total Assets - GAAP 723,410 925,891 1,023,084 1,395,551 1,691,059 2,974,002 2,820,302 Adjustments Goodwill (4,001) (4,001) (4,001) (29,940) (29,940) (58,383) (58,383) Core Deposit Intangible (714) (582) (466) (1,793) (1,438) (7,601) (6,444) Tangible Assets $718,695 $921,308 $1,018,617 $1,363,818 $1,659,681 $2,908,018 $2,755,475 Common Shares Outstanding 12,547,201 12,720,659 12,770,571 12,827,803 15,908,893 20,000,022 20,030,866 Tangible Common Equity to Tangible Assets Ratio 18.54% 16.00% 15.63% 10.99% 14.09% 10.61% 12.12% Tangible Book Value Per Share $10.62 $11.59 $12.46 $11.68 $14.70 $15.43 $16.67 Average Tangible Common Equity: Average Shareholders' Equity $124,103 $145,781 $157,615 $172,140 $218,717 $296,869 $397,722 Adjustments Goodwill (2,804) (4,001) (4,001) (25,167) (29,940) (58,383) (58,383) Core Deposit Intangible (479) (649) (526) (1,779) (1,620) (7,601) (6,675) Average Tangible Common Equity $120,820 $141,131 $153,088 $145,194 $187,157 $230,885 $332,664 Net Income Available to Common Shareholders $7,004 $10,428 $12,973 $19,079 $25,528 $36,105 $8,012 Return on Average Tangible Common Equity 5.80% 7.39% 8.47% 13.14% 13.64% 15.64% 9.56%
Some of the financial measures included in this presentation and in forms 10-Q & 10-K filed with the SEC differ from those reported on the FRB Y-9(c) report. These financial measures include “core deposits to total deposits.” Our management uses this financial measure in its analysis of our performance. The Bank measures core deposits by reviewing all relationships over $250,000 on a quarterly basis. After discussions with our regulators on the proper way to measure core deposits, we now track all deposit relationships over $250,000 on a quarterly basis and consider a relationship to be core if there are any three or more of the following: (i) relationships with us (as a director or shareholder); (ii) deposits within our market area; (iii) additional non-deposit services with us; (iv) electronic banking services with us; (v) active demand deposit account with us; (vi) deposits at market interest rates; and (vii) longevity of the relationship with us. We consider all deposit relationships under $250,000 as a core relationship except for time deposits originated through an internet service. This differs from the traditional definition of core deposits which is demand and savings deposits plus time deposits less than $250,000. As many of our customers have more than $250,000 on deposit with us, we believe that using this method reflects a more accurate assessment of our deposit base. The following table reconciles the adjusted core deposit to total deposits: Regulatory Reporting to Financial Statements: Adjusted Core Deposits All demand and savings deposits of any amount plus time deposits less than $250,000 Time deposits to core customers over $250,000 as defined in the lead-in to the table above Comprised of internet and outside deposit originator time deposits less than $250,000 which are not considered to be core deposits Comprised of demand and savings deposits in relationships over $250,000 which are considered non-core deposits because they do not satisfy the definition of core deposits set forth in the lead-in to the table above (Dollars in thousands) As of the period ended 2013 2014 2015 2016 2017 2018 3Q 2019 Core Deposits¹ $422,252 $507,376 $567,980 $781,940 $990,824 $1,670,572 $1,641,127 Adjustments to Core Deposits Time Deposits > $250,000 Considered as Core Deposits² 118,756 115,572 174,038 325,453 180,751 468,773 462,331 Less: Brokered Deposits Considered Non-Core - - - - - (113,832) (102,557) Less: Internet and Other Deposit Originator Deposits < $250,000 Considered Non-Core³ - (44,562) (21,418) (30,971) (29,467) (18,286) (17,595) Less: Other Deposits Not Considered Core⁴ - - (70,759) (171,800) (136,943) (52,002) (80,486) Adjusted Core Deposits $541,008 $578,386 $649,841 $904,622 $1,005,165 $1,955,225 $1,902,820 Total Deposits 574,079 767,365 853,417 1,152,763 1,337,281 2,144,041 2,251,923 Adjusted Core Deposits to Total Deposits Ratio 94.24% 75.37% 76.15% 78.47% 75.16% 91.19% 84.50%
How We Measure Core Deposits Source: “Study on Core Deposits and Brokered Deposits, Submitted to Congress pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, FDIC, July 8, 2011”: https://www.fdic.gov/regulations/reform/coredeposit-study.pdf Demand Deposits Savings Deposits Time Deposits < $250,000 Relationship with RBB Director or shareholder? Deposits within the Bank’s market area? Additional non-deposit services with the Bank? Electronic banking services with the Bank? Active demand deposit account with the Bank? Deposits at market interest rates? Relationship with the Bank have longevity? > $250,000? if yes, if yes, if yes, if yes, if yes, if yes, if yes, RBB reviews all deposits over $250K on a quarterly basis Core deposits are traditionally defined as all deposits less time deposits greater than $250K à The Bank measures core deposits as: Internet Deposits? Outside deposit originator? if yes, if yes, if yes, for at least three of the following: if yes,
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