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0001795815
Southern California Bancorp CA
0001795815
2024-07-29
2024-07-29
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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 29, 2024
SOUTHERN
CALIFORNIA BANCORP
(Exact
name of registrant as specified in its charter)
| California |
|
001-41684 |
|
84-3288397 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
Number) |
| 12265
El Camino Real, Suite 210 |
|
|
| San
Diego, California |
|
92310 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
(844)
265-7622
(Registrant’s
Telephone Number, Including Area Code)
N/A
(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:
| ☒ |
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 each exchange on which registered |
| Common
Stock |
|
BCAL |
|
The
Nasdaq Stock Market LLC |
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 29, 2024, Southern California Bancorp (the “Company”) issued an earnings release reporting its consolidated financial
results as of and for the second quarter of 2024. A copy of that earnings release is furnished as Exhibit 99.1 hereto.
Item 7.01 Regulation FD Disclosure
A
copy of a slide presentation that the Company may use for upcoming meetings with investors and other interested parties is furnished
as Exhibit 99.2 hereto. Additionally, the Company has posted the slide presentation in the Investor Relations section of its website
at https://investor.banksocal.com. Information obtained or linked to the foregoing website shall not be deemed to be included in this
Current Report on Form 8-K.
In
accordance with General Instruction B.2 of Form 8-K, the information contained in this Current Report on Form 8-K, including Exhibit
99.1 and Exhibit 99.2, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), nor shall such information be deemed incorporated by reference into any filing
under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such
filing..
Item 9.01 Financial Statements and Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
SOUTHERN
CALIFORNIA BANCORP |
| |
|
| Date:
July 29, 2024 |
By: |
/s/
DAVID I. RAINER |
| |
|
David
I. Rainer |
| |
|
Chief
Executive Officer |
Exhibit
99.1
SOUTHERN
CALIFORNIA BANCORP REPORTS FINANCIAL RESULTS
FOR
THE SECOND QUARTER OF 2024
San
Diego, Calif., July 29, 2024 – Southern California Bancorp (“us,” “we,” “our,” or the “Company”)
(NASDAQ: BCAL), the holding company for Bank of Southern California, N.A. (the “Bank”) announces its consolidated financial
results for the second quarter of 2024.
The
Company reported net income of $190 thousand for the second quarter of 2024, or $0.01 per diluted share, compared to net income of $4.9
million, or $0.26 per diluted share in the first quarter of 2024, and $6.7 million, or $0.36 per diluted share in the second quarter
of 2023.
“Our
second quarter of 2024 financial results were impacted by the sale of other real estate owned (“OREO”) properties that sold
for $8.3 million, net of selling costs and taxes, resulting in an additional $4.8 million charge to OREO expense in the second quarter,”
said David Rainer, Chairman and CEO of the Company and the Bank. “However, we did see improvement in several important financial
metrics during the second quarter, including our net interest margin, which increased to 3.94% from 3.80% in the first quarter, as the
yield on total interest-earning assets of 5.97% increased 18 basis points and the yield on average total loans increased by 19 basis
points to 6.21%. I’m also pleased to report that in the second quarter our cost of funds increased only modestly by 4 basis points
to 2.21%, after increasing by 22 and 33 basis points in the prior two quarters, respectively.
“As
we announced earlier this month, on July 17, 2024, at their respective shareholder meetings, shareholders of Southern California Bancorp
and California BanCorp approved the merger of the two companies, and we expect the transaction to close on July 31, 2024. We are excited
about the future and building what we believe will be the premier commercial banking franchise headquartered in the state of California.”
Second
Quarter 2024 Highlights
| ● | Net
income of $190 thousand, compared with $4.9 million in the prior quarter |
| ● | Diluted
earnings per share of $0.01, compared with $0.26 in the prior quarter |
| ● | Net
interest margin of 3.94%, compared with 3.80% in the prior quarter; average loan yield
of 6.21% compared with 6.02% in the prior quarter |
| ● | Return
on average assets of 0.03%, compared with 0.86% in the prior quarter |
| ● | Return
on average common equity of 0.26%, compared with 6.85% in the prior quarter |
| ● | Efficiency
ratio (non-GAAP1) of 85.7% compared with 68.4% in the prior quarter; excluding
merger related expenses the efficiency ratio was 83.5%, compared with 65.9% in the prior
quarter |
| ● | Tangible
book value per common share (“TBV”) (non-GAAP1) of $13.71 at June
30, 2024, up $0.02 from $13.69 at March 31, 2024 |
| ● | Total
assets of $2.29 billion at June 30, 2024, compared with $2.29 billion at March 31, 2024 |
| ● | Total
loans, including loans held for sale of $1.88 billion at June 30, 2024, compared with
$1.89 billion at March 31, 2024 |
| ● | Nonperforming
assets to total assets ratio of 0.20% at June 30, 2024, compared with 0.84% at March
31, 2024, positively impacted by the sale of $13.1 million in other real estate owned in
the second quarter of 2024 |
| ● | Total
deposits of $1.94 billion at June 30, 2024, increased $5.3 million or 0.3%, compared
with $1.93 billion at March 31, 2024 |
| ● | Noninterest-bearing
demand deposits were $666.6 million at June 30, 2024, representing 34.4% of total deposits,
compared with $652.0 million, or 33.8% of total deposits at March 31, 2024 |
1 Reconciliations of non–U.S. generally accepted accounting principles (“GAAP”)
measures are set forth at the end of this press release.
| ● | Cost
of deposits was 2.12%, compared with 2.05% in the prior quarter |
| ● | Cost
of funds was 2.21%, compared with 2.17% in the prior quarter |
| ● | Bank’s
capital exceeds minimums to be “well-capitalized,” the highest regulatory
capital category |
Second
Quarter Operating Results
Net
Income
Net
income for the second quarter of 2024 was $190 thousand, or $0.01 per diluted share, compared with net income of $4.9 million, or $0.26
per diluted share in the first quarter of 2024. Our second quarter results were negatively impacted by $3.4 million of after-tax loss
on the sale of other real estate owned, or $0.18 per diluted share, and $412 thousand of after-tax merger expenses, or $0.02 per diluted
share. Excluding merger related expenses in connection with the planned merger with California BanCorp and California Bank of Commerce,
the Company would have reported net income (non-GAAP1) of $602 thousand, or $0.03 per diluted share, for the second quarter
of 2024. Pre-tax, pre-provision income (non-GAAP1) for the second quarter was $3.2 million, a decrease of $3.8 million or
54.2% from the prior quarter.
Net
Interest Income and Net Interest Margin
Net
interest income for the second quarter of 2024 was $21.0 million, compared with $20.5 million in the prior quarter. The increase in net
interest income was primarily due to a $585 thousand increase in total interest and dividend income, offset by a $72 thousand increase
in total interest expense in the second quarter of 2024 as compared to the prior quarter. During the second quarter of 2024, loan interest
income increased $473 thousand, total debt securities income increased $16 thousand, and interest and dividend income from other financial
institutions decreased $96 thousand. The increase in interest income was due to a number of factors, including a higher average yield
across most interest-earning asset categories and changes in the interest-earning asset mix, partially offset by lower average balances
of loans and debt securities. Additionally, the previous quarter included the reversal of a nonaccrual loan’s interest income of
$168 thousand for which there was no similar activity in the current quarter. Average total interest-earning assets decreased $26.1 million,
the result of a $26.4 million decrease in average total loans, a $6.6 million decrease in average deposits in other financial institutions,
and a $3.0 million decrease in average total debt securities, partially offset by a $9.3 million increase in average Fed funds sold/resale
agreements and a $679 thousand increase in average restricted stock investments and other bank stock. The increase in interest expense
for the second quarter of 2024 was primarily due to a $393 thousand increase in interest expense on interest-bearing deposits, the result
of a $10.3 million increase in average interest-bearing deposits, coupled with a 9 basis point increase in average interest-bearing deposit
costs, partially offset by a $321 thousand decrease in interest expense on Federal Home Loan Bank (“FHLB”) borrowings, the
result of a $23.2 million decrease in average FHLB borrowings in the second quarter of 2024.
Net
interest margin for the second quarter of 2024 was 3.94%, compared with 3.80% in the prior quarter. The increase was primarily related
to an 18 basis point increase in the total interest-earning assets yield, partially offset by a 4 basis point increase in the cost of
funds. The yield on total average earning assets in the second quarter of 2024 was 5.97%, compared with 5.79% in the prior quarter. The
yield on average total loans in the second quarter of 2024 was 6.21%, an increase of 19 basis points from 6.02% in the prior quarter.
The yield on average total loans in the prior quarter included the reversal of nonaccrual loan interest, which decreased the overall
loan yield by 4 basis points in the first quarter of 2024. There was no significant reversal of interest income in the second quarter
of 2024.
Cost
of funds for the second quarter of 2024 was 2.21%, an increase of 4 basis points from 2.17% in the prior quarter. The increase was primarily
driven by a 9 basis point increase in the cost of average interest-bearing deposits, an increase in average interest-bearing deposits,
and a decrease in average noninterest-bearing deposits. Average noninterest-bearing demand deposits decreased $3.3 million to $658.0
million and represented 34.1% of total average deposits for the second quarter of 2024, compared with $661.3 million and 34.3%, respectively,
in the prior quarter; average interest-bearing deposits increased $10.3 million to $1.27 billion during the second quarter of 2024. The
total cost of deposits in the second quarter of 2024 was 2.12%, an increase of 7 basis points from 2.05% in the prior quarter. The cost
of total interest-bearing deposits increased due primarily to repricing deposits in the higher interest rate environment and peer bank
deposit competition.
Average
total borrowings decreased $23.2 million to $45.3 million for the second quarter of 2024, primarily due to a decrease of $23.2 million
in average FHLB borrowings during the second quarter of 2024. The average cost of total borrowings was 5.84% for the second quarter of
2024, up from 5.75% in the prior quarter.
Provision
for Credit Losses
The
Company recorded a provision for credit losses of $2.9 million in the second quarter of 2024, compared to a reversal of credit losses
of $331 thousand in the prior quarter. The increase was largely related to a charge-off on a loan for a property with the same guarantor
as the OREO sold in the second quarter and the downgrade of a construction loan to substandard. The provision for credit losses in the
second quarter of 2024 included a $97 thousand reversal of credit provision for unfunded loan commitments primarily due to lower unfunded
loan commitments. Total unfunded loan commitments decreased $16.9 million to $371.5 million at June 30, 2024, from $388.4 million at
March 31, 2024. The provision for credit losses for the loans held for investment in the second quarter of 2024 was $3.0 million, an
increase of $3.3 million from a reversal of credit losses for the loans held for investment of $314 thousand in the prior quarter. The
increase was driven primarily by increases in net charge-offs, and substandard accruing loans, coupled with changes in the portfolio
mix, and a change in the reasonable and supportable forecast, primarily related to the economic outlook for California, partially offset
by decreases in special mention loans and loans held for investment. The Company’s management continues to monitor macroeconomic
variables related to increasing interest rates, inflation and the concerns of an economic downturn, and believes it has appropriately
provisioned for the current environment.
Noninterest
Income
The
Company recorded noninterest income of $1.2 million in the second quarter of 2024, a decrease of $244 thousand compared to $1.4 million
in the first quarter of 2024. There was no gain on SBA 7A loan sales in the second quarter of 2024, compared to a gain on sale of $415
thousand on $6.3 million in SBA 7A loan sales in the prior quarter. Noninterest income was also negatively impacted by a $78 thousand
decrease in servicing and related income on loans, which was primarily related to accelerated amortization of servicing assets. Other
charges and fees increased $223 thousand in the second quarter of 2024 due primarily to higher income from equity investments.
Noninterest
Expense
Total
noninterest expense for the second quarter of 2024 was $19.0 million, an increase of $4.0 million from total noninterest expense of $15.0
million in the prior quarter. During the second quarter of 2024, the Company sold other real estate owned and recognized a $4.8 million
loss. There was no comparable transaction in the first quarter of 2024.
Salaries
and employee benefits decreased $834 thousand during the quarter to $8.8 million. The decrease in salaries and employee benefits was
primarily the result of lower incentive accruals and payroll taxes, which are generally higher in the first quarter each year, offset
by slightly higher compensation and stock-based compensation. Merger and related expenses in connection with the planned merger with
California BanCorp and California Bank of Commerce decreased $58 thousand to $491 thousand.
Efficiency
ratio (non-GAAP1) for the second quarter of 2024 was 85.7%, compared to 68.4% in the prior quarter. Excluding the loss on
sale of OREO, the efficiency ratio (non-GAAP1) for the second quarter of 2024 would have been 64.1%. Excluding the merger
and related expenses of $491 thousand, the efficiency ratio (non-GAAP1) for the second quarter of 2024 would have been 83.5%.
Income
Tax
In
the second quarter of 2024, the Company’s income tax expense was $88 thousand, compared with $2.3 million in the first quarter
of 2024. The effective rate was 31.7% for the second quarter of 2024 and 32.0% for the first quarter of 2024. The decrease in the effective
tax rate for the second quarter of 2024 was primarily attributable to the impact of the vesting and exercise of equity awards combined
with changes in the Company’s stock price over time, and other deferred tax related adjustments.
Balance
Sheet
Assets
Total
assets at June 30, 2024 were $2.29 billion, an increase of $4.0 million or 0.2% from March 31, 2024. The increase in total assets from
the prior quarter was primarily related to an $18.2 million increase in cash and cash equivalents, offset by a $13.1 million decrease
in other real estate owned (“OREO”), net, a $1.5 million decrease in total loans, including loans held for sale, and a $3.3
million decrease in debt securities available-for-sale.
Loans
Total
loans held for investment were $1.88 billion at June 30, 2024, a decrease of $5.7 million, compared to March 31, 2024, with second quarter
2024 new originations of $43.3 million and net advances of $28.7 million, offset by payoffs of $76.6 million and the partial charge-off
of $1.5 million. Total loans secured by real estate decreased by $6.7 million, with construction and land development loans decreasing
by $37.0 million, partially offset by commercial real estate and other loans increasing by $18.3 million, 1-4 family residential loans
increasing by $8.0 million and multifamily loans increasing by $4.1 million. Commercial and industrial loans increased by $3.4 million,
and consumer loans decreased by $2.4 million. The Company had $7.0 million in SBA 7A loans held for sale at June 30, 2024, compared to
$2.8 million at March 31, 2024.
Deposits
Total
deposits at June 30, 2024 were $1.94 billion, an increase of $5.3 million from March 31, 2024. Noninterest-bearing demand deposits at
June 30, 2024, were $666.6 million, or 34.4% of total deposits, compared with $652.0 million, or 33.8% of total deposits at March 31,
2024. At June 30, 2024, total interest-bearing deposits were $1.27 billion, compared to $1.28 billion at March 31, 2024. At June 30,
2024, total brokered time deposits were $103.4 million, compared to $113.7 million at March 31, 2024. The Company also offers the Insured
Cash Sweep (ICS) product, providing customers with FDIC insurance coverage at ICS network institutions. At June 30, 2024, ICS deposits
were $239.8 million, or 12.4% of total deposits, compared to $245.3 million, or 12.7% of total deposits at March 31, 2024.
Federal
Home Loan Bank (“FHLB”) and Liquidity
The
Company was able to repay a portion of its higher cost FHLB borrowings with the liquidity primarily derived from the increase in total
deposits during the second quarter of 2024. At June 30, 2024, the Company had overnight FHLB borrowings of $25.0 million, a $2.0 million
decrease from March 31, 2024. There were no outstanding Federal Reserve Discount Window borrowings at June 30, 2024 or March 31, 2024.
At
June 30, 2024, the Company had available borrowing capacity from the FHLB secured line of credit of approximately $377.8 million and
available borrowing capacity from the Federal Reserve Discount Window of approximately $139.5 million. The Company also had available
borrowing capacity from three unsecured credit lines from correspondent banks of approximately $75.0 million at June 30, 2024, with no
outstanding borrowings. Total available borrowing capacity was $592.3 million at June 30, 2024. Additionally, the Company had unpledged
liquid securities at fair value of approximately $123.7 million and cash and cash equivalents of $104.7 million at June 30, 2024.
Asset
Quality
Total
non-performing assets decreased to $4.7 million, or 0.20% of total assets at June 30, 2024, compared with $19.3 million, or 0.84% of
total assets at March 31, 2024.
The
decrease in non-performing assets in the second quarter of 2024 was primarily attributable to the sale of $13.1 million of other real
estate owned related to the three-property multifamily OREO in Santa Monica, California, that was downgraded in the third quarter of
2023, partially charged off in the fourth quarter of 2023, foreclosed on in the first quarter of 2024 and sold in the second quarter
of 2024. This decrease also included a partial charge-off of $1.5 million for a substandard nonaccrual three-year bridge loan collateralized
by an 8-unit multifamily apartment building located in Los Angeles, California. The property has one 10% owner and guarantor in common
with the three-property multifamily OREO discussed above. Based on the Company’s internal analysis, which included a review of
an updated appraisal, the estimated net collateral value was $4.7 million, which was $1.5 million lower than the subject loan’s
net carrying value resulting in a partial charge-off in the second quarter of 2024. A court appointed receiver was put in place at the
end of March 2024 and the Company foreclosed on the collateral property in July of 2024.
Total
non-performing loans decreased to $4.7 million, or 0.25% of total loans held for investment at June 30, 2024, compared with $6.2 million,
or 0.33% of total loans at March 31, 2024. The decrease from March 31, 2024, was due primarily to the aforementioned partial charge-off
of $1.5 million for the substandard nonaccrual three-year bridge multifamily loan in the second quarter of 2024.
Special
mention loans decreased by $11.7 million during the second quarter of 2024 to $27.9 million at June 30, 2024, due mostly to a $10.4 million
decrease in special mention construction and land development loans, a $3.9 million decrease in special mention 1-4 family residential
loans, partially offset by a $437 thousand increase in special mention commercial real estate loans, and $2.2 million increase in special
mention commercial and industrial loans. Substandard loans increased by $11.8 million during the second quarter of 2024 to $23.1 million
at June 30, 2024, due primarily to one construction loan and one 1-4 family residential loan from one relationship totaling $13.3 million
that were downgraded to substandard accruing during the second quarter of 2024, partially offset by a partial charge-off of the nonaccrual
multifamily loan of $1.5 million.
The
Company had no loans over 90 days past due that were accruing interest at June 30, 2024 and March 31, 2024.
There
were no loan delinquencies (30-89 days past due, excluding nonaccrual loans) at June 30, 2024 and March 31, 2024.
The
allowance for credit losses, which is comprised of the allowance for loan losses (“ALL”) and reserve for unfunded loan commitments,
totaled $24.6 million at June 30, 2024, compared to $23.2 million at March 31, 2024. The $1.4 million increase in the allowance included
a $3.0 million provision for credit losses for the loan portfolio, offset by a $1.5 million partial loan charge-off discussed above,
and a $97 thousand reversal of credit provision for unfunded loan commitments for the quarter ended June 30, 2024.
The
ALL was $23.8 million, or 1.27% of total loans held for investment at June 30, 2024, compared with $22.3 million, or 1.18% at March 31,
2024.
Capital
Tangible
book value (non-GAAP1) per common share at June 30, 2024, was $13.71, compared with $13.69 at March 31, 2024. In the second
quarter of 2024, tangible book value was primarily impacted by net income, stock-based compensation expense, and an increase in net of
tax unrealized losses on available-for-sale debt securities. Other comprehensive losses related to unrealized losses, net of taxes, on
available-for-sale debt securities increased by $348 thousand to $6.5 million at June 30, 2024, from $6.1 million at March 31, 2024.
The increase in the unrealized losses, net of taxes, on available-for-sale debt securities was primarily attributable to factors other
than credit related, including increases in market interest rates driven by the Federal Reserve’s policy to fight inflation, and
general volatility in credit market conditions. Tangible common equity (non-GAAP1) as a percent of total tangible assets (non-GAAP1)
at June 30, 2024, increased to 11.28% from 11.27% in the prior quarter, and unrealized losses, net of taxes, on available-for-sale debt
securities as a percent of tangible common equity (non-GAAP1) at June 30, 2024 increased to 2.6% from 2.4% in the prior quarter.
The
Bank’s leverage capital ratio and total risk-based capital ratio were 12.16% and 14.34%, respectively, at June 30, 2024. The Bank
elected the three-year phase-in period under the regulatory capital rules, which allow a phase-in of the Day 1 Current Expected Credit
Losses (“CECL”) transition adjustment to the regulatory capital at 25% per year over a three-year transition period.
ABOUT
SOUTHERN CALIFORNIA BANCORP AND BANK OF SOUTHERN CALIFORNIA, N.A.
Southern
California Bancorp (NASDAQ: BCAL) is a registered bank holding company headquartered in San Diego, California. Bank of Southern California,
N.A., a national banking association chartered under the laws of the United States (the “Bank”)
and regulated by the Office of Comptroller of the Currency, is a wholly owned subsidiary of Southern California Bancorp. Established
in 2001 and headquartered in San Diego, California, the Bank offers a range of financial products and services to individuals, professionals,
and small- to medium-sized businesses through its 13 branch offices serving Orange, Los Angeles, Riverside, San Diego, and Ventura counties,
as well as the Inland Empire. The Bank’s solutions-driven, relationship-based approach to banking provides accessibility to decision
makers and enhances value through strong partnerships with its clients. Additional information is available at www.banksocal.com.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
In
addition to historical information, this release includes forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies,
anticipated events or trends and other matters that are not historical facts. Examples of forward-looking statements include, among
others, statements regarding expectations, plans or objectives for future operations, products or services, loan recoveries and the
proposed merger (the “Merger”) of the Company and California BanCorp (“CBC”), as well as forecasts
relating to financial and operating results or other measures of economic performance. Forward-looking statements reflect
management’s current view about future events and involve risks and uncertainties that may cause actual results to differ from
those expressed in the forward-looking statement or historical results. Forward-looking statements can be identified by the fact
that they do not relate strictly to historical or current facts and often include the words or phrases such as “aim,”
“can,” “may,” “could,” “predict,” “should,” “will,”
“would,” “believe,” “anticipate,” “estimate,” “expect,”
“hope,” “intend,” “plan,” “potential,” “project,” “will likely
result,” “continue,” “seek,” “shall,” “possible,” “projection,”
“optimistic,” and “outlook,” and variations of these words and similar expressions.
Some
factors that could cause actual results to differ materially from historical or expected results include, among others: the risk factors
discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange
Commission (“SEC”); changes in real estate markets and general economic conditions, either nationally or locally in the areas
in which the Company conducts business; the impact on financial markets from geopolitical conflicts; inflation, interest rate, market
and monetary fluctuations; increases in competitive pressures among financial institutions and businesses offering similar products and
services; higher than anticipated defaults in the Company’s loan portfolio; changes in management’s estimate of the adequacy
of the allowance for credit losses; legislative or regulatory changes or changes in accounting principles, policies or guidelines; the
impacts of recent bank failures; the occurrence of any event, change or other circumstances that could give rise to the right of the
Company or CBC to terminate their agreement with respect to the Merger; the outcome of any legal proceedings that may be instituted against
the Company or CBC; delays in completing the Merger; the failure to satisfy any of the conditions to the Merger on a timely basis or
at all; the ability to complete the Merger and integration of the Company and CBC successfully; costs being greater than anticipated;
cost savings being less than anticipated; the risk that the Merger disrupts the business of the Company, CBC or both; difficulties in
retaining senior management, employees or customers; and other factors that may affect the future results of the Company and CBC.
Additional
information regarding these and other risks and uncertainties to which our business and future financial performance are subject is contained
in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, and other documents the Company files with the
SEC from time to time.
Any
forward-looking statement made in this release is based only on information currently available to management and speaks only as of the
date on which it is made. 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 or to conform such forward-looking
statements to actual results or to changes in its opinions or expectations, except as required by law.
Southern
California Bancorp and Subsidiary
Financial
Highlights (Unaudited)
| | |
At or for the Three Months Ended | | |
At or for the Six Months Ended | |
| | |
June 30,
2024 | | |
March 31,
2024 | | |
June 30,
2023 | | |
June 30,
2024 | | |
June 30,
2023 | |
| |
($ in thousands except share and per share data) | |
| EARNINGS | |
| |
| Net interest income | |
$ | 21,007 | | |
$ | 20,494 | | |
$ | 23,426 | | |
$ | 41,501 | | |
$ | 48,318 | |
| Provision for (reversal of) credit losses | |
$ | 2,893 | | |
$ | (331 | ) | |
$ | (15 | ) | |
$ | 2,562 | | |
$ | 187 | |
| Noninterest income | |
$ | 1,169 | | |
$ | 1,413 | | |
$ | 1,096 | | |
$ | 2,582 | | |
$ | 2,666 | |
| Noninterest expense | |
$ | 19,005 | | |
$ | 14,981 | | |
$ | 14,607 | | |
$ | 33,986 | | |
$ | 29,626 | |
| Income tax expense | |
$ | 88 | | |
$ | 2,322 | | |
$ | 3,212 | | |
$ | 2,410 | | |
$ | 6,229 | |
| Net income | |
$ | 190 | | |
$ | 4,935 | | |
$ | 6,718 | | |
$ | 5,125 | | |
$ | 14,942 | |
| Pre-tax pre-provision income (1) | |
$ | 3,171 | | |
$ | 6,926 | | |
$ | 9,915 | | |
$ | 10,097 | | |
$ | 21,358 | |
| Adjusted pre-tax pre-provision income (1) | |
$ | 3,662 | | |
$ | 7,475 | | |
$ | 9,915 | | |
$ | 11,137 | | |
$ | 21,358 | |
| Diluted earnings per share | |
$ | 0.01 | | |
$ | 0.26 | | |
$ | 0.36 | | |
$ | 0.27 | | |
$ | 0.80 | |
| Shares outstanding at period end | |
| 18,547,352 | | |
| 18,527,178 | | |
| 18,296,365 | | |
| 18,547,352 | | |
| 18,296,365 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| PERFORMANCE RATIOS | |
| | | |
| | | |
| | | |
| | | |
| | |
| Return on average assets | |
| 0.03 | % | |
| 0.86 | % | |
| 1.18 | % | |
| 0.45 | % | |
| 1.32 | % |
| Adjusted return on average assets (1) | |
| 0.11 | % | |
| 0.95 | % | |
| 1.18 | % | |
| 0.53 | % | |
| 1.32 | % |
| Return on average common equity | |
| 0.26 | % | |
| 6.85 | % | |
| 9.93 | % | |
| 3.53 | % | |
| 11.29 | % |
| Adjusted return on average common equity (1) | |
| 0.82 | % | |
| 7.61 | % | |
| 9.93 | % | |
| 4.19 | % | |
| 11.29 | % |
| Yield on total loans | |
| 6.21 | % | |
| 6.02 | % | |
| 5.91 | % | |
| 6.11 | % | |
| 5.85 | % |
| Yield on interest earning assets | |
| 5.97 | % | |
| 5.79 | % | |
| 5.64 | % | |
| 5.88 | % | |
| 5.58 | % |
| Cost of deposits | |
| 2.12 | % | |
| 2.05 | % | |
| 1.29 | % | |
| 2.08 | % | |
| 1.05 | % |
| Cost of funds | |
| 2.21 | % | |
| 2.17 | % | |
| 1.38 | % | |
| 2.19 | % | |
| 1.13 | % |
| Net interest margin | |
| 3.94 | % | |
| 3.80 | % | |
| 4.36 | % | |
| 3.87 | % | |
| 4.54 | % |
| Efficiency ratio (1) | |
| 85.70 | % | |
| 68.38 | % | |
| 59.57 | % | |
| 77.10 | % | |
| 58.11 | % |
| Adjusted efficiency ratio (1) | |
| 83.49 | % | |
| 65.88 | % | |
| 59.57 | % | |
| 74.74 | % | |
| 58.11 | % |
| | |
As of | |
| | |
June 30,
2024 | | |
March 31,
2024 | | |
December 31,
2023 | |
| |
($ in thousands except share and per share data) | |
| CAPITAL | |
| |
| Tangible equity to tangible assets (1) | |
| 11.28 | % | |
| 11.27 | % | |
| 10.73 | % |
| Book value (BV) per common share | |
$ | 15.81 | | |
$ | 15.79 | | |
$ | 15.69 | |
| Tangible BV per common share (1) | |
$ | 13.71 | | |
$ | 13.69 | | |
$ | 13.56 | |
| | |
| | | |
| | | |
| | |
| ASSET QUALITY | |
| | | |
| | | |
| | |
| Allowance for loan losses (ALL) | |
$ | 23,788 | | |
$ | 22,254 | | |
$ | 22,569 | |
| Reserve for unfunded loan commitments | |
$ | 819 | | |
$ | 916 | | |
$ | 933 | |
| Allowance for credit losses (ACL) | |
$ | 24,607 | | |
$ | 23,170 | | |
$ | 23,502 | |
| Allowance for loan losses to nonperforming loans | |
| 5.07 | x | |
| 3.62 | x | |
| 1.74 | x |
| ALL to total loans held for investment | |
| 1.27 | % | |
| 1.18 | % | |
| 1.15 | % |
| ACL to total loans held for investment | |
| 1.31 | % | |
| 1.23 | % | |
| 1.20 | % |
| 30-89 days past due, excluding nonaccrual loans | |
$ | — | | |
$ | — | | |
$ | 19 | |
| Over 90 days past due, excluding nonaccrual loans | |
$ | — | | |
$ | — | | |
$ | — | |
| Special mention loans | |
$ | 27,861 | | |
$ | 39,591 | | |
$ | 2,996 | |
| Special mention loans to total loans held for investment | |
| 1.48 | % | |
| 2.10 | % | |
| 0.15 | % |
| Substandard loans | |
$ | 23,080 | | |
$ | 11,299 | | |
$ | 19,502 | |
| Substandard loans to total loans held for investment | |
| 1.23 | % | |
| 0.60 | % | |
| 1.00 | % |
| Nonperforming loans | |
$ | 4,696 | | |
$ | 6,153 | | |
$ | 13,004 | |
| Nonperforming loans total loans held for investment | |
| 0.25 | % | |
| 0.33 | % | |
| 0.66 | % |
| Other real estate owned, net | |
$ | — | | |
$ | 13,114 | | |
$ | — | |
| Nonperforming assets | |
$ | 4,696 | | |
$ | 19,267 | | |
$ | 13,004 | |
| Nonperforming assets to total assets | |
| 0.20 | % | |
| 0.84 | % | |
| 0.55 | % |
| | |
| | | |
| | | |
| | |
| END OF PERIOD BALANCES | |
| | | |
| | | |
| | |
| Total loans, including loans held for sale | |
$ | 1,884,599 | | |
$ | 1,886,085 | | |
$ | 1,964,791 | |
| Total assets | |
$ | 2,293,693 | | |
$ | 2,289,715 | | |
$ | 2,360,252 | |
| Deposits | |
$ | 1,935,862 | | |
$ | 1,930,544 | | |
$ | 1,943,556 | |
| Loans to deposits | |
| 97.4 | % | |
| 97.7 | % | |
| 101.1 | % |
| Shareholders’ equity | |
$ | 293,219 | | |
$ | 292,499 | | |
$ | 288,152 | |
(1)
Non-GAAP measure. See – GAAP to Non-GAAP reconciliation.
| | |
At or for the Three Months Ended | | |
At or for the Six Months Ended | |
| ALLOWANCE for CREDIT LOSSES | |
June 30,
2024 | | |
March 31,
2024 | | |
June 30,
2023 | | |
June 30,
2024 | | |
June 30,
2023 | |
| | |
($ in thousands) | |
| Allowance for loan losses | |
| | | |
| | | |
| | | |
| | | |
| | |
| Balance at beginning of period | |
$ | 22,254 | | |
$ | 22,569 | | |
$ | 22,391 | | |
$ | 22,569 | | |
$ | 17,099 | |
| Adoption of ASU 2016-13 (1) | |
| — | | |
| — | | |
| — | | |
| — | | |
| 5,027 | |
| Provision for (reversal of) credit losses | |
| 2,990 | | |
| (314 | ) | |
| 120 | | |
| 2,676 | | |
| 398 | |
| Charge-offs | |
| (1,456 | ) | |
| (1 | ) | |
| (9 | ) | |
| (1,457 | ) | |
| (36 | ) |
| Recoveries | |
| — | | |
| — | | |
| — | | |
| — | | |
| 14 | |
| Net charge-offs | |
| (1,456 | ) | |
| (1 | ) | |
| (9 | ) | |
| (1,457 | ) | |
| (22 | ) |
| Balance, end of period | |
$ | 23,788 | | |
$ | 22,254 | | |
$ | 22,502 | | |
$ | 23,788 | | |
$ | 22,502 | |
| Reserve for unfunded loan commitments (2) | |
| | | |
| | | |
| | | |
| | | |
| | |
| Balance, beginning of period | |
$ | 916 | | |
$ | 933 | | |
$ | 1,673 | | |
$ | 933 | | |
$ | 1,310 | |
| Adoption of ASU 2016-13 (1) | |
| — | | |
| — | | |
| — | | |
| — | | |
| 439 | |
| Reversal of credit losses | |
| (97 | ) | |
| (17 | ) | |
| (135 | ) | |
| (114 | ) | |
| (211 | ) |
| Balance, end of period | |
| 819 | | |
| 916 | | |
| 1,538 | | |
| 819 | | |
| 1,538 | |
| Allowance for credit losses | |
$ | 24,607 | | |
$ | 23,170 | | |
$ | 24,040 | | |
$ | 24,607 | | |
$ | 24,040 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| ALL to total loans held for investment | |
| 1.27 | % | |
| 1.18 | % | |
| 1.18 | % | |
| 1.27 | % | |
| 1.18 | % |
| ACL to total loans held for investment | |
| 1.31 | % | |
| 1.23 | % | |
| 1.26 | % | |
| 1.31 | % | |
| 1.26 | % |
| Net (charge-offs) recoveries to average total loans | |
| (0.31 | )% | |
| 0.00 | % | |
| 0.00 | % | |
| (0.15 | )% | |
| 0.00 | % |
| (1) |
Represents the impact of adopting ASU 2016-13, Financial
Instruments - Credit Losses on January 1, 2023. As a result of adopting ASU 2016-13, our methodology to compute our allowance for credit
losses is based on a current expected credit loss methodology, rather than the previously applied incurred loss methodology. |
| (2) |
Included in “Accrued interest and other liabilities”
on the consolidated balance sheet. |
Southern
California Bancorp and Subsidiary
Balance
Sheets (Unaudited)
| | |
June 30,
2024 | | |
March 31,
2024 | | |
December 31,
2023 | |
| |
($ in thousands) | |
| ASSETS | |
| |
| Cash and due from banks | |
$ | 29,153 | | |
$ | 53,695 | | |
$ | 33,008 | |
| Federal funds sold & interest-bearing balances | |
| 75,580 | | |
| 32,847 | | |
| 53,785 | |
| Total cash and cash equivalents | |
| 104,733 | | |
| 86,542 | | |
| 86,793 | |
| | |
| | | |
| | | |
| | |
| Debt securities available-for-sale, at fair value (amortized cost of $132,862, $135,673 and $136,366 at June 30, 2024, March 31, 2024 and December 31, 2023) | |
| 123,653 | | |
| 126,957 | | |
| 130,035 | |
| Debt securities held-to-maturity, at cost (fair value of $48,476, $49,525 and $50,432 at June 30, 2024, March 31, 2024 and December 31, 2023) | |
| 53,449 | | |
| 53,533 | | |
| 53,616 | |
| Loans held for sale | |
| 6,982 | | |
| 2,803 | | |
| 7,349 | |
| Loans held for investment: | |
| | | |
| | | |
| | |
| Construction & land development | |
| 205,072 | | |
| 242,098 | | |
| 243,521 | |
| 1-4 family residential | |
| 157,323 | | |
| 149,361 | | |
| 143,903 | |
| Multifamily | |
| 187,960 | | |
| 183,846 | | |
| 221,247 | |
| Other commercial real estate | |
| 1,043,662 | | |
| 1,025,381 | | |
| 1,024,243 | |
| Commercial & industrial | |
| 283,203 | | |
| 279,788 | | |
| 320,142 | |
| Other consumer | |
| 397 | | |
| 2,808 | | |
| 4,386 | |
| Total loans held for investment | |
| 1,877,617 | | |
| 1,883,282 | | |
| 1,957,442 | |
| Allowance for credit losses - loans | |
| (23,788 | ) | |
| (22,254 | ) | |
| (22,569 | ) |
| Total loans held for investment, net | |
| 1,853,829 | | |
| 1,861,028 | | |
| 1,934,873 | |
| | |
| | | |
| | | |
| | |
| Restricted stock at cost | |
| 16,898 | | |
| 16,066 | | |
| 16,055 | |
| Premises and equipment | |
| 12,741 | | |
| 12,990 | | |
| 13,270 | |
| Right of use asset | |
| 8,298 | | |
| 8,711 | | |
| 9,291 | |
| Other real estate owned, net | |
| — | | |
| 13,114 | | |
| — | |
| Goodwill | |
| 37,803 | | |
| 37,803 | | |
| 37,803 | |
| Core deposit intangible | |
| 1,065 | | |
| 1,130 | | |
| 1,195 | |
| Bank owned life insurance | |
| 39,445 | | |
| 39,179 | | |
| 38,918 | |
| Deferred taxes, net | |
| 11,080 | | |
| 10,204 | | |
| 11,137 | |
| Accrued interest and other assets | |
| 23,717 | | |
| 19,655 | | |
| 19,917 | |
| Total assets | |
$ | 2,293,693 | | |
$ | 2,289,715 | | |
$ | 2,360,252 | |
| | |
| | | |
| | | |
| | |
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |
| | | |
| | | |
| | |
| Deposits: | |
| | | |
| | | |
| | |
| Noninterest-bearing demand | |
$ | 666,606 | | |
$ | 651,991 | | |
$ | 675,098 | |
| Interest-bearing NOW accounts | |
| 355,994 | | |
| 358,598 | | |
| 381,943 | |
| Money market and savings accounts | |
| 660,808 | | |
| 661,835 | | |
| 636,685 | |
| Time deposits | |
| 252,454 | | |
| 258,120 | | |
| 249,830 | |
| Total deposits | |
| 1,935,862 | | |
| 1,930,544 | | |
| 1,943,556 | |
| | |
| | | |
| | | |
| | |
| Borrowings | |
| 42,913 | | |
| 44,889 | | |
| 102,865 | |
| Operating lease liability | |
| 10,931 | | |
| 11,440 | | |
| 12,117 | |
| Accrued interest and other liabilities | |
| 10,768 | | |
| 10,343 | | |
| 13,562 | |
| Total liabilities | |
| 2,000,474 | | |
| 1,997,216 | | |
| 2,072,100 | |
| | |
| | | |
| | | |
| | |
| Shareholders’ Equity: | |
| | | |
| | | |
| | |
| Common stock - 50,000,000 shares authorized, no par value; issued and outstanding 18,547,352, 18,527,178 and 18,369,115 at June 30, 2024, March 31, 2024 and December 31, 2023) | |
| 224,006 | | |
| 223,128 | | |
| 222,036 | |
| Retained earnings | |
| 75,700 | | |
| 75,510 | | |
| 70,575 | |
| Accumulated other comprehensive loss - net of taxes | |
| (6,487 | ) | |
| (6,139 | ) | |
| (4,459 | ) |
| Total shareholders’ equity | |
| 293,219 | | |
| 292,499 | | |
| 288,152 | |
| Total liabilities and shareholders’ equity | |
$ | 2,293,693 | | |
$ | 2,289,715 | | |
$ | 2,360,252 | |
Southern
California Bancorp and Subsidiary
Income
Statements - Quarterly and Year-to-Date (Unaudited)
| | |
Three Months Ended | | |
Six Months Ended | |
| | |
June 30,
2024 | | |
March 31,
2024 | | |
June 30,
2023 | | |
June 30,
2024 | | |
June 30,
2023 | |
| | |
($ in thousands except share and per share data) | |
| INTEREST AND DIVIDEND INCOME | |
| | | |
| | | |
| | | |
| | | |
| | |
| Interest and fees on loans | |
$ | 29,057 | | |
$ | 28,584 | | |
$ | 27,987 | | |
$ | 57,641 | | |
$ | 55,006 | |
| Interest on debt securities | |
| 1,229 | | |
| 1,213 | | |
| 833 | | |
| 2,442 | | |
| 1,564 | |
| Interest on tax-exempted debt securities | |
| 306 | | |
| 306 | | |
| 456 | | |
| 612 | | |
| 943 | |
| Interest and dividends from other institutions | |
| 1,257 | | |
| 1,161 | | |
| 984 | | |
| 2,418 | | |
| 1,956 | |
| Total interest and dividend income | |
| 31,849 | | |
| 31,264 | | |
| 30,260 | | |
| 63,113 | | |
| 59,469 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| INTEREST EXPENSE | |
| | | |
| | | |
| | | |
| | | |
| | |
| Interest on NOW, savings, and money market accounts | |
| 7,039 | | |
| 6,770 | | |
| 4,730 | | |
| 13,809 | | |
| 7,633 | |
| Interest on time deposits | |
| 3,145 | | |
| 3,021 | | |
| 1,531 | | |
| 6,166 | | |
| 2,506 | |
| Interest on borrowings | |
| 658 | | |
| 979 | | |
| 573 | | |
| 1,637 | | |
| 1,012 | |
| Total interest expense | |
| 10,842 | | |
| 10,770 | | |
| 6,834 | | |
| 21,612 | | |
| 11,151 | |
| Net interest income | |
| 21,007 | | |
| 20,494 | | |
| 23,426 | | |
| 41,501 | | |
| 48,318 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Provision for (reversal of ) credit losses (1) | |
| 2,893 | | |
| (331 | ) | |
| (15 | ) | |
| 2,562 | | |
| 187 | |
| Net interest income after provision for (reversal of) credit losses | |
| 18,114 | | |
| 20,825 | | |
| 23,441 | | |
| 38,939 | | |
| 48,131 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| NONINTEREST INCOME | |
| | | |
| | | |
| | | |
| | | |
| | |
| Service charges and fees on deposit accounts | |
| 568 | | |
| 525 | | |
| 530 | | |
| 1,093 | | |
| 969 | |
| Gain on sale of loans | |
| — | | |
| 415 | | |
| 77 | | |
| 415 | | |
| 885 | |
| Bank owned life insurance income | |
| 266 | | |
| 261 | | |
| 232 | | |
| 527 | | |
| 455 | |
| Servicing and related (expense) income on loans | |
| (5 | ) | |
| 73 | | |
| 87 | | |
| 68 | | |
| 162 | |
| Loss on sale of debt securities | |
| — | | |
| — | | |
| 34 | | |
| — | | |
| 34 | |
| Loss on sale of building and related fixed assets | |
| (19 | ) | |
| — | | |
| — | | |
| (19 | ) | |
| — | |
| Other charges and fees | |
| 359 | | |
| 139 | | |
| 136 | | |
| 498 | | |
| 161 | |
| Total noninterest income | |
| 1,169 | | |
| 1,413 | | |
| 1,096 | | |
| 2,582 | | |
| 2,666 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| NONINTEREST EXPENSE | |
| | | |
| | | |
| | | |
| | | |
| | |
| Salaries and employee benefits | |
| 8,776 | | |
| 9,610 | | |
| 9,674 | | |
| 18,386 | | |
| 19,915 | |
| Occupancy and equipment expenses | |
| 1,445 | | |
| 1,452 | | |
| 1,527 | | |
| 2,897 | | |
| 2,974 | |
| Data processing | |
| 1,186 | | |
| 1,150 | | |
| 1,176 | | |
| 2,336 | | |
| 2,232 | |
| Legal, audit and professional | |
| 557 | | |
| 516 | | |
| 667 | | |
| 1,073 | | |
| 1,452 | |
| Regulatory assessments | |
| 347 | | |
| 387 | | |
| 367 | | |
| 734 | | |
| 819 | |
| Director and shareholder expenses | |
| 229 | | |
| 203 | | |
| 214 | | |
| 432 | | |
| 427 | |
| Merger and related expenses | |
| 491 | | |
| 549 | | |
| — | | |
| 1,040 | | |
| — | |
| Core deposit intangible amortization | |
| 65 | | |
| 65 | | |
| 90 | | |
| 130 | | |
| 181 | |
| Other real estate owned expense | |
| 4,935 | | |
| 88 | | |
| — | | |
| 5,023 | | |
| — | |
| Other expense | |
| 974 | | |
| 961 | | |
| 892 | | |
| 1,935 | | |
| 1,626 | |
| Total noninterest expense | |
| 19,005 | | |
| 14,981 | | |
| 14,607 | | |
| 33,986 | | |
| 29,626 | |
| Income before income taxes | |
| 278 | | |
| 7,257 | | |
| 9,930 | | |
| 7,535 | | |
| 21,171 | |
| Income tax expense | |
| 88 | | |
| 2,322 | | |
| 3,212 | | |
| 2,410 | | |
| 6,229 | |
| Net income | |
$ | 190 | | |
$ | 4,935 | | |
$ | 6,718 | | |
$ | 5,125 | | |
$ | 14,942 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Net income per share - basic | |
$ | 0.01 | | |
$ | 0.27 | | |
$ | 0.37 | | |
$ | 0.28 | | |
$ | 0.82 | |
| Net income per share - diluted | |
$ | 0.01 | | |
$ | 0.26 | | |
$ | 0.36 | | |
$ | 0.27 | | |
$ | 0.80 | |
| Weighted average common share-diluted | |
| 18,799,513 | | |
| 18,801,716 | | |
| 18,596,228 | | |
| 18,800,614 | | |
| 18,612,944 | |
| Pre-tax, pre-provision income
(2) | |
$ | 3,171 | | |
$ | 6,926 | | |
$ | 9,915 | | |
$ | 10,097 | | |
$ | 21,358 | |
(1) Included reversal of
provision for unfunded loan commitments of $97 thousand, $17 thousand and $135 thousand for the three months ended June 30, 2024, March
31, 2024 and June 30, 2023, respectively, and $114 thousand and $211 thousand for the six months ended June 30, 2024 and 2023, respectively
(2)
Non-GAAP measure. See – GAAP to Non-GAAP reconciliation.
.
Southern
California Bancorp and Subsidiary
Average
Balance Sheets and Yield Analysis
(Unaudited)
| | |
Three Months Ended | |
| | |
June 30, 2024 | | |
March 31, 2024 | | |
June 30, 2023 | |
| | |
Average Balance | | |
Income/Expense | | |
Yield/Cost | | |
Average Balance | | |
Income/Expense | | |
Yield/Cost | | |
Average Balance | | |
Income/Expense | | |
Yield/Cost | |
| |
($ in thousands) | |
| Assets | |
| |
| Interest-earning assets: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Total loans | |
$ | 1,882,845 | | |
$ | 29,057 | | |
| 6.21 | % | |
$ | 1,909,271 | | |
$ | 28,584 | | |
| 6.02 | % | |
$ | 1,900,033 | | |
$ | 27,987 | | |
| 5.91 | % |
| Taxable debt securities | |
| 123,906 | | |
| 1,229 | | |
| 3.99 | % | |
| 126,803 | | |
| 1,213 | | |
| 3.85 | % | |
| 106,208 | | |
| 833 | | |
| 3.15 | % |
| Tax-exempt debt securities (1) | |
| 53,754 | | |
| 306 | | |
| 2.90 | % | |
| 53,842 | | |
| 306 | | |
| 2.89 | % | |
| 70,470 | | |
| 456 | | |
| 3.29 | % |
| Deposits in other financial institutions | |
| 47,417 | | |
| 638 | | |
| 5.41 | % | |
| 54,056 | | |
| 716 | | |
| 5.33 | % | |
| 42,770 | | |
| 537 | | |
| 5.04 | % |
| Fed funds sold/resale agreements | |
| 19,062 | | |
| 261 | | |
| 5.51 | % | |
| 9,771 | | |
| 134 | | |
| 5.52 | % | |
| 17,639 | | |
| 228 | | |
| 5.18 | % |
| Restricted stock investments and other bank stock | |
| 17,091 | | |
| 358 | | |
| 8.42 | % | |
| 16,412 | | |
| 311 | | |
| 7.62 | % | |
| 16,039 | | |
| 219 | | |
| 5.48 | % |
| Total interest-earning assets | |
| 2,144,075 | | |
| 31,849 | | |
| 5.97 | % | |
| 2,170,155 | | |
| 31,264 | | |
| 5.79 | % | |
| 2,153,159 | | |
| 30,260 | | |
| 5.64 | % |
| Total noninterest-earning assets | |
| 150,603 | | |
| | | |
| | | |
| 139,672 | | |
| | | |
| | | |
| 133,716 | | |
| | | |
| | |
| Total assets | |
$ | 2,294,678 | | |
| | | |
| | | |
$ | 2,309,827 | | |
| | | |
| | | |
$ | 2,286,875 | | |
| | | |
| | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Liabilities and Shareholders’ Equity | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Interest-bearing liabilities: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Interest-bearing NOW accounts | |
$ | 361,244 | | |
$ | 2,134 | | |
| 2.38 | % | |
$ | 359,784 | | |
$ | 2,045 | | |
| 2.29 | % | |
$ | 308,863 | | |
$ | 1,279 | | |
| 1.66 | % |
| Money market and savings accounts | |
| 653,244 | | |
| 4,905 | | |
| 3.02 | % | |
| 648,640 | | |
| 4,725 | | |
| 2.93 | % | |
| 662,487 | | |
| 3,451 | | |
| 2.09 | % |
| Time deposits | |
| 259,722 | | |
| 3,145 | | |
| 4.87 | % | |
| 255,474 | | |
| 3,021 | | |
| 4.76 | % | |
| 175,161 | | |
| 1,531 | | |
| 3.51 | % |
| Total interest-bearing deposits | |
| 1,274,210 | | |
| 10,184 | | |
| 3.21 | % | |
| 1,263,898 | | |
| 9,791 | | |
| 3.12 | % | |
| 1,146,511 | | |
| 6,261 | | |
| 2.19 | % |
| Borrowings: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| FHLB advances | |
| 27,391 | | |
| 387 | | |
| 5.68 | % | |
| 50,593 | | |
| 708 | | |
| 5.63 | % | |
| 22,791 | | |
| 302 | | |
| 5.31 | % |
| Subordinated debt | |
| 17,901 | | |
| 271 | | |
| 6.09 | % | |
| 17,878 | | |
| 271 | | |
| 6.10 | % | |
| 17,806 | | |
| 271 | | |
| 6.10 | % |
| Total borrowings | |
| 45,292 | | |
| 658 | | |
| 5.84 | % | |
| 68,471 | | |
| 979 | | |
| 5.75 | % | |
| 40,597 | | |
| 573 | | |
| 5.66 | % |
| Total interest-bearing liabilities | |
| 1,319,502 | | |
| 10,842 | | |
| 3.30 | % | |
| 1,332,369 | | |
| 10,770 | | |
| 3.25 | % | |
| 1,187,108 | | |
| 6,834 | | |
| 2.31 | % |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Noninterest-bearing liabilities: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Noninterest-bearing deposits (2) | |
| 658,001 | | |
| | | |
| | | |
| 661,265 | | |
| | | |
| | | |
| 805,553 | | |
| | | |
| | |
| Other liabilities | |
| 23,054 | | |
| | | |
| | | |
| 26,430 | | |
| | | |
| | | |
| 22,727 | | |
| | | |
| | |
| Shareholders’ equity | |
| 294,121 | | |
| | | |
| | | |
| 289,763 | | |
| | | |
| | | |
| 271,487 | | |
| | | |
| | |
| Total Liabilities and Shareholders’ Equity | |
$ | 2,294,678 | | |
| | | |
| | | |
$ | 2,309,827 | | |
| | | |
| | | |
$ | 2,286,875 | | |
| | | |
| | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Net interest spread | |
| | | |
| | | |
| 2.67 | % | |
| | | |
| | | |
| 2.54 | % | |
| | | |
| | | |
| 3.33 | % |
| Net interest income and margin | |
| | | |
$ | 21,007 | | |
| 3.94 | % | |
| | | |
$ | 20,494 | | |
| 3.80 | % | |
| | | |
$ | 23,426 | | |
| 4.36 | % |
| Cost of deposits | |
$ | 1,932,211 | | |
$ | 10,184 | | |
| 2.12 | % | |
$ | 1,925,163 | | |
$ | 9,791 | | |
| 2.05 | % | |
$ | 1,952,064 | | |
$ | 6,261 | | |
| 1.29 | % |
| Cost of funds | |
$ | 1,977,503 | | |
$ | 10,842 | | |
| 2.21 | % | |
$ | 1,993,634 | | |
$ | 10,770 | | |
| 2.17 | % | |
$ | 1,992,661 | | |
$ | 6,834 | | |
| 1.38 | % |
(1)
Tax-exempt debt securities yields are presented on a tax equivalent basis using a 21% tax rate.
(2)
Average noninterest-bearing deposits represent 34.05%, 34.35% and 41.27% of average total deposits for the three months ended June
30, 2024, March 31, 2024 and June 30, 2023, respectively.
Southern
California Bancorp and Subsidiary
Average
Balance Sheets and Yield Analysis
(Unaudited)
| | |
Six Months Ended | |
| | |
June 30, 2024 | | |
June 30, 2023 | |
| | |
Average Balance | | |
Income/Expense | | |
Yield/Cost | | |
Average Balance | | |
Income/Expense | | |
Yield/Cost | |
| |
($ in thousands) | |
| Assets | |
| |
| Interest-earning assets: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Total loans | |
$ | 1,896,058 | | |
$ | 57,641 | | |
| 6.11 | % | |
$ | 1,897,150 | | |
$ | 55,006 | | |
| 5.85 | % |
| Taxable debt securities | |
| 125,355 | | |
| 2,442 | | |
| 3.92 | % | |
| 101,641 | | |
| 1,564 | | |
| 3.10 | % |
| Tax-exempt debt securities (1) | |
| 53,798 | | |
| 612 | | |
| 2.90 | % | |
| 72,318 | | |
| 943 | | |
| 3.33 | % |
| Deposits in other financial institutions | |
| 50,737 | | |
| 1,354 | | |
| 5.37 | % | |
| 40,205 | | |
| 994 | | |
| 4.99 | % |
| Fed funds sold/resale agreements | |
| 14,417 | | |
| 395 | | |
| 5.51 | % | |
| 21,451 | | |
| 515 | | |
| 4.84 | % |
| Restricted stock investments and other bank stock | |
| 16,752 | | |
| 669 | | |
| 8.03 | % | |
| 15,474 | | |
| 447 | | |
| 5.83 | % |
| Total interest-earning assets | |
| 2,157,117 | | |
| 63,113 | | |
| 5.88 | % | |
| 2,148,239 | | |
| 59,469 | | |
| 5.58 | % |
| Total noninterest-earning assets | |
| 145,135 | | |
| | | |
| | | |
| 134,209 | | |
| | | |
| | |
| Total assets | |
$ | 2,302,252 | | |
| | | |
| | | |
$ | 2,282,448 | | |
| | | |
| | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Liabilities and Shareholders’ Equity | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Interest-bearing liabilities: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Interest-bearing NOW accounts | |
$ | 360,514 | | |
$ | 4,179 | | |
| 2.33 | % | |
$ | 258,106 | | |
$ | 1,595 | | |
| 1.25 | % |
| Money market and savings accounts | |
| 650,942 | | |
| 9,630 | | |
| 2.98 | % | |
| 673,864 | | |
| 6,038 | | |
| 1.81 | % |
| Time deposits | |
| 257,598 | | |
| 6,166 | | |
| 4.81 | % | |
| 163,950 | | |
| 2,506 | | |
| 3.08 | % |
| Total interest-bearing deposits | |
| 1,269,054 | | |
| 19,975 | | |
| 3.17 | % | |
| 1,095,920 | | |
| 10,139 | | |
| 1.87 | % |
| Borrowings: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| FHLB advances | |
| 38,992 | | |
| 1,095 | | |
| 5.65 | % | |
| 18,597 | | |
| 469 | | |
| 5.09 | % |
| Subordinated debt | |
| 17,890 | | |
| 542 | | |
| 6.09 | % | |
| 17,795 | | |
| 543 | | |
| 6.15 | % |
| Total borrowings | |
| 56,882 | | |
| 1,637 | | |
| 5.79 | % | |
| 36,392 | | |
| 1,012 | | |
| 5.61 | % |
| Total interest-bearing liabilities | |
| 1,325,936 | | |
| 21,612 | | |
| 3.28 | % | |
| 1,132,312 | | |
| 11,151 | | |
| 1.99 | % |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Noninterest-bearing liabilities: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Noninterest-bearing deposits (2) | |
| 659,633 | | |
| | | |
| | | |
| 860,054 | | |
| | | |
| | |
| Other liabilities | |
| 24,741 | | |
| | | |
| | | |
| 23,255 | | |
| | | |
| | |
| Shareholders’ equity | |
| 291,942 | | |
| | | |
| | | |
| 266,827 | | |
| | | |
| | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Total Liabilities and Shareholders’ Equity | |
$ | 2,302,252 | | |
| | | |
| | | |
$ | 2,282,448 | | |
| | | |
| | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Net interest spread | |
| | | |
| | | |
| 2.60 | % | |
| | | |
| | | |
| 3.59 | % |
| Net interest income and margin | |
| | | |
$ | 41,501 | | |
| 3.87 | % | |
| | | |
$ | 48,318 | | |
| 4.54 | % |
| Cost of deposits | |
$ | 1,928,687 | | |
$ | 19,975 | | |
| 2.08 | % | |
$ | 1,955,974 | | |
$ | 10,139 | | |
| 1.05 | % |
| Cost of funds | |
$ | 1,985,569 | | |
$ | 21,612 | | |
| 2.19 | % | |
$ | 1,992,366 | | |
$ | 11,151 | | |
| 1.13 | % |
(1)
Tax-exempt debt securities yields are presented on a tax equivalent basis using a 21% tax rate.
(2)
Average noninterest-bearing deposits represent 34.20%, and 43.97% of average total deposits for the six months ended June 30, 2024
and June 30, 2023, respectively.
Southern
California Bancorp and Subsidiary
GAAP
to Non-GAAP Reconciliation
(Unaudited)
The
following tables present a reconciliation of non-GAAP financial measures to GAAP measures for: (1) adjusted net income, (2) efficiency
ratio, (3) adjusted efficiency ratio, (4) pre-tax pre-provision income, (5) adjusted pre-tax pre-provision income, (6) average tangible
common equity, (7) adjusted return on average assets, (8) adjusted return on average equity, (9) return on average tangible common equity,
(10) adjusted return on average tangible common equity, (11) tangible common equity, (12) tangible assets, (13) tangible common equity
to tangible asset ratio, and (14) tangible book value per share. We believe the presentation of certain non-GAAP financial measures provides
useful information to assess our consolidated financial condition and consolidated results of operations and to assist investors in evaluating
our financial results relative to our peers. These non-GAAP financial measures complement our GAAP reporting and are presented below
to provide investors and others with information that we use to manage the business each period. Because not all companies use identical
calculations, the presentation of these non-GAAP financial measures may not be comparable to other similarly titled measures used by
other companies. These non-GAAP measures should be taken together with the corresponding GAAP measures and should not be considered a
substitute of the GAAP measures.
| | |
Three Months Ended | | |
Six Months Ended | |
| | |
June 30,
2024 | | |
March 31,
2024 | | |
June 30,
2023 | | |
June 30,
2024 | | |
June 30,
2023 | |
| | |
($ in thousands) | |
| Adjusted net income | |
| | | |
| | | |
| | | |
| | | |
| | |
| Net income | |
$ | 190 | | |
$ | 4,935 | | |
$ | 6,718 | | |
$ | 5,125 | | |
$ | 14,942 | |
| Add: After-tax merger and related expenses (1) | |
| 412 | | |
| 547 | | |
| — | | |
| 959 | | |
| — | |
| Adjusted net income (non-GAAP) | |
$ | 602 | | |
$ | 5,482 | | |
$ | 6,718 | | |
$ | 6,084 | | |
$ | 14,942 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Efficiency Ratio | |
| | | |
| | | |
| | | |
| | | |
| | |
| Noninterest expense | |
$ | 19,005 | | |
$ | 14,981 | | |
$ | 14,607 | | |
$ | 33,986 | | |
$ | 29,626 | |
| Deduct: Merger and related expenses | |
| 491 | | |
| 549 | | |
| — | | |
| 1,040 | | |
| — | |
| Adjusted noninterest expense | |
| 18,514 | | |
| 14,432 | | |
| 14,607 | | |
| 32,946 | | |
| 29,626 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Net interest income | |
| 21,007 | | |
| 20,494 | | |
| 23,426 | | |
| 41,501 | | |
| 48,318 | |
| Noninterest income | |
| 1,169 | | |
| 1,413 | | |
| 1,096 | | |
| 2,582 | | |
| 2,666 | |
| Total net interest income and noninterest income | |
$ | 22,176 | | |
$ | 21,907 | | |
$ | 24,522 | | |
$ | 44,083 | | |
$ | 50,984 | |
| Efficiency ratio (non-GAAP) | |
| 85.7 | % | |
| 68.4 | % | |
| 59.6 | % | |
| 77.1 | % | |
| 58.1 | % |
| Adjusted efficiency ratio (non-GAAP) | |
| 83.5 | % | |
| 65.9 | % | |
| 59.6 | % | |
| 74.7 | % | |
| 58.1 | % |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Pre-tax pre-provision income | |
| | | |
| | | |
| | | |
| | | |
| | |
| Net interest income | |
$ | 21,007 | | |
$ | 20,494 | | |
$ | 23,426 | | |
$ | 41,501 | | |
$ | 48,318 | |
| Noninterest income | |
| 1,169 | | |
| 1,413 | | |
| 1,096 | | |
| 2,582 | | |
| 2,666 | |
| Total net interest income and noninterest income | |
| 22,176 | | |
| 21,907 | | |
| 24,522 | | |
| 44,083 | | |
| 50,984 | |
| Less: Noninterest expense | |
| 19,005 | | |
| 14,981 | | |
| 14,607 | | |
| 33,986 | | |
| 29,626 | |
| Pre-tax pre-provision income (non-GAAP) | |
| 3,171 | | |
| 6,926 | | |
| 9,915 | | |
| 10,097 | | |
| 21,358 | |
| Add: Merger and related expenses | |
| 491 | | |
| 549 | | |
| — | | |
| 1,040 | | |
| — | |
| Adjusted pre-tax pre-provision income (non-GAAP) | |
$ | 3,662 | | |
$ | 7,475 | | |
$ | 9,915 | | |
$ | 11,137 | | |
$ | 21,358 | |
(1) After-tax merger and related expenses are presented using a
29.56% tax rate.
|
| | |
Three Months Ended | | |
Six Months Ended | |
| | |
June 30, 2024 | | |
March 31, 2024 | | |
June 30, 2023 | | |
June 30, 2024 | | |
June 30, 2023 | |
| | |
($ in thousands) | |
| Return on Average Assets, Equity, and Tangible Equity | |
| | | |
| | | |
| | | |
| | | |
| | |
| Net income | |
$ | 190 | | |
$ | 4,935 | | |
$ | 6,718 | | |
$ | 5,125 | | |
$ | 14,942 | |
| Adjusted net income (non-GAAP) | |
$ | 602 | | |
$ | 5,482 | | |
$ | 6,718 | | |
$ | 6,084 | | |
$ | 14,942 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Average assets | |
$ | 2,294,678 | | |
$ | 2,309,827 | | |
$ | 2,286,875 | | |
$ | 2,302,252 | | |
$ | 2,282,448 | |
| Average shareholders' equity | |
| 294,121 | | |
| 289,763 | | |
| 271,487 | | |
| 291,942 | | |
| 266,827 | |
| Less: Average intangible assets | |
| 38,900 | | |
| 38,964 | | |
| 39,250 | | |
| 38,932 | | |
| 39,294 | |
| Average tangible common equity (non-GAAP) | |
$ | 255,221 | | |
$ | 250,799 | | |
$ | 232,237 | | |
$ | 253,010 | | |
$ | 227,533 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Return on average assets | |
| 0.03 | % | |
| 0.86 | % | |
| 1.18 | % | |
| 0.45 | % | |
| 1.32 | % |
| Adjusted return on average assets (non-GAAP) | |
| 0.11 | % | |
| 0.95 | % | |
| 1.18 | % | |
| 0.53 | % | |
| 1.32 | % |
| Return on average equity | |
| 0.26 | % | |
| 6.85 | % | |
| 9.93 | % | |
| 3.53 | % | |
| 11.29 | % |
| Adjusted return on average equity (non-GAAP) | |
| 0.82 | % | |
| 7.61 | % | |
| 9.93 | % | |
| 4.19 | % | |
| 11.29 | % |
| Return on average tangible common equity (non-GAAP) | |
| 0.30 | % | |
| 7.91 | % | |
| 11.60 | % | |
| 4.07 | % | |
| 13.24 | % |
| Adjusted return on average tangible common equity (non-GAAP) | |
| 0.95 | % | |
| 8.79 | % | |
| 11.60 | % | |
| 4.84 | % | |
| 13.24 | % |
| | |
June 30,
2024 | | |
December 31,
2023 | |
| | |
($ in thousands except share and per share data) | |
| Tangible Common Equity Ratio/Tangible Book Value Per Share | |
| | | |
| | |
| Shareholders’ equity | |
$ | 293,219 | | |
$ | 288,152 | |
| Less: Intangible assets | |
| 38,868 | | |
| 38,998 | |
| Tangible common equity (non-GAAP) | |
$ | 254,351 | | |
$ | 249,154 | |
| | |
| | | |
| | |
| Total assets | |
$ | 2,293,693 | | |
$ | 2,360,252 | |
| Less: Intangible assets | |
| 38,868 | | |
| 38,998 | |
| Tangible assets (non-GAAP) | |
$ | 2,254,825 | | |
$ | 2,321,254 | |
| | |
| | | |
| | |
| Equity to asset ratio | |
| 12.78 | % | |
| 12.21 | % |
| Tangible common equity to tangible asset ratio (non-GAAP) | |
| 11.28 | % | |
| 10.73 | % |
| Book value per share | |
$ | 15.81 | | |
$ | 15.69 | |
| Tangible book value per share (non-GAAP) | |
$ | 13.71 | | |
$ | 13.56 | |
| Shares outstanding | |
| 18,547,352 | | |
| 18,369,115 | |
INVESTOR
RELATIONS CONTACT
Kevin
Mc Cabe
Bank
of Southern California
kmccabe@banksocal.com
818.637.7065
Exhibit 99.2
v3.24.2
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