2021 ANNUAL REPORT
TABLE OF CONTENTS
Pg 02
Letter from the Chairman and Interim President
Pg 04
Financial Report - Form 10-K/A
Pg 44
Financial Report - Form 10-K
Pg 187
Notes
Pg 189
Board of Directors
Pg 190
Corporate Information
Pg 191
Branches
1
To Our Shareholders:
RBB Bancorp delivered record performance in 2021, as our commitment to our clients and our communities through the
pandemic positioned us to benefit from a sharp rebound in economic activity last year.
Assets grew 26% to $4.2 billion as ongoing strategic initiatives and government support programs led to a 28% increase in
our deposits. Despite this rapid growth in liquidity and a challenging rate environment, our performance ratios improved
with our return on average assets increasing to 1.48% for the year and our return on average tangible common equity
increasing to 15.22% for the year. We also reported record net income of $56.9 million, or $2.86 per diluted share in 2021,
compared to net income of $32.9 million or $1.65 per diluted share in 2020. Our earnings growth and confidence in the
continued performance of the Bank led us to increase our dividend to $0.51 in 2021, which is a 54.5% increase over the
2020 dividend and a 27.5% increase over the 2019 dividend.
Our expansion into vibrant Asian-American communities continued in 2021 with an agreement in July to acquire the
Honolulu, Hawaii branch of the Bank of the Orient and an agreement in December to acquire Gateway Bank, F.S.B. in
Oakland, California. We completed the acquisition of the Honolulu branch in January of 2022 and expect to
complete the acquisition of Gateway Bank in the next few months. Expansion into the Bay Area, which is one of the
largest Asian-American communities in the United States, has long been a goal of ours. We are excited to enter this market
and bring our relationship-based banking model to the Bay Area.
With our acquisition of Gateway Bank, Royal Business Bank will have a physical presence in six of our nine target markets.
We continue to evaluate opportunities to expand our franchise beyond our existing markets. We believe there are
attractive opportunities to expand into regions with vibrant Asian-American communities including Seattle, Philadelphia,
and Houston.
Since our founding, community service has been one of the defining features of our bank, and in 2021 we received rec-
ognition of our work. In the third quarter, we received a $1.8 million CDFI grant to facilitate a rapid response to the
economic impacts of the pandemic in distressed and underserved communities. Additionally, senior members of the
management team were appointed to Presidential advisory boards to advocate for initiatives designed to support the
Asian-American community. Our team members also volunteered thousands of hours of their time to serve the
communities in which they work and live.
At Royal Business Bank, our goal is to be the community bank of choice for first-generation Asian-American immigrants,
concentrating on Chinese, Korean and other Asian communities. We achieve this by providing exceptional commercial
and retail banking services and products that cater to the needs of our clients. We believe that our strong local community
ties, our extensive industry knowledge and our fast response times are competitive advantages in the markets we serve.
In closing, I want to express my appreciation for the support of our employees, customers, trade-partners and
shareholders.
Sincerely,
Dr. James Kao David R. Morris
Chairman of the Board Interim President and Chief Executive Officer
___________________________________ _____________________________________
22
___________________________________ ___________________________________
33
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________________________
FORM 10-K/A
(Amendment No. 1)
______________________________________________________
(Mark One)
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2021
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
Commission File Number 001-38149
______________________________________________________
RBB BANCORP
(Exact name of Registrant as specified in its Charter)
______________________________________________________
California
(State or other jurisdiction of incorporation or organization)
1055 Wilshire Blvd., 12th floor Los Angeles, California
(Address of principal executive offices)
27-2776416
(I.R.S. Employer Identification No.)
90017
(Zip Code)
Registrant’s telephone number, including area code: (213) 627-9888
______________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common Stock, No Par Value
Trading Symbol(s)
RBB
Name of exchange on which registered
NASDAQ Global Select Market
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes
☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging
growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-
2 of the Exchange Act.
Large accelerated filer
Non-accelerated filer
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. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over
financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit
report ☒
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity
was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal
quarter was $378,802,944.
The number of shares of Registrant’s Common Stock outstanding as of March 21, 2022, was 19,453,941.
The registrant's auditor is Eide Bailly LLP, Laguna Hills, California, PCAOB ID 286.
Accelerated filer
Smaller reporting company
☐
☐
☒
☒
☐
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant’s Definitive Proxy Statement relating to the Annual Meeting of Shareholders, scheduled to be held on May 18, 2022, are incorporated
by reference into Part III of this Report.
4
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A (“Amendment No. 1”) is being filed to amend RBB Bancorp’s (together with
its consolidated subsidiaries, the “Company”) Annual Report on Form 10-K for the fiscal year ended December 31, 2021
(“Original Filing”), filed with the U.S. Securities and Exchange Commission (“SEC”) on March 11, 2022 (“Original Filing
Date”). The sole purpose of this Amendment No. 1 is to correct the previously filed Exhibit Index, which inadvertently did not
incorporate by reference previously-filed exhibits or include a reference to the date, and the filing with which, such exhibits
were previously filed and to file additional exhibits, which were inadvertently omitted from the Exhibit Index.
As required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the
Company’s principal executive officer and principal financial officer are providing new currently dated certifications required
pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant Section 302 of the Sarbanes-Oxley Act of 2002,
which are attached hereto.
Except as described above, this Amendment No. 1 does not amend, update or change any other items or disclosures in
the Original Filing. This Amendment No. 1 speaks only as of the Original Filing Date, and the Company has not undertaken
herein to amend, supplement or update any information contained in the Original Filing to give effect to any subsequent
events. Accordingly, this Amendment No. 1 should be read in conjunction with the Company’s filings made with the SEC
subsequent to the filing of the Original Filing, including any amendment to those filings.
PART IV
Item 15. Exhibits, Financial Statement Schedules.
(a) Exhibits
The exhibit index attached hereto is incorporated herein by reference.
(b) Financial Statement Schedules.
All schedules have been omitted as not applicable or not required under the rules of Regulation S-X.
Exhibit
Number
2.1
EXHIBIT INDEX
Description
Agreement and Plan of Merger By and Among RBB Bancorp, Royal Business Bank, PGH Holdings, Inc. and
Pacific Global Bank, effective as of September 5, 2019 (incorporated herein by reference to Exhibit 2.1 to our
Form 10-Q filed on November 12, 2019)
3.1
Articles of Incorporation of RBB Bancorp (incorporated by reference from Exhibit 3.1 of the Registrant’s
Registration Statement in Form S-1 filed with the SEC on June 28, 2017)
3.2
Bylaws of RBB Bancorp (incorporated by reference from Exhibit 3.2 of the Registrant’s Registration Statement
in Form S-1 filed with the SEC on June 28, 2017).
3.3
Amendment to Bylaws of RBB Bancorp (incorporated by reference from Exhibit 3.3 of the Registrant’s Quarterly
Report in Form 10-Q filed with the SEC on November 13, 2018)
4.1
Specimen Common Stock Certificate of RBB Bancorp (incorporated by reference from Exhibit 4.1 of the
Registrant’s Registration Statement in Form S-1 filed with the SEC on June 28, 2017).
Instruments defining the rights of holders of the long-term debt securities of the Company and its subsidiaries are
omitted pursuant to section (b)(4)(iii)(A) of Item 601 of Regulation S-K. The Company hereby agrees to furnish
copies of these instruments to the SEC upon request.
4.2
Description of Registrant’s Securities (incorporated by reference to Exhibit 4.2 to our Form 10-K filed on
December 31, 2019)
5
10.1
10.2
10.3
10.4
10.5
10.6
10.7
10.8
10.9
10.10
10.11
10.12
10.13
10.14
10.15
10.16
Employment Agreement dated April 12, 2017 between RBB Bancorp, Royal Business Bank and Alan Thian
(incorporated herein by reference to Exhibit 10.1 to our Form S-1 Registration Statement (Registration No. 333-
219018) filed on June 28, 2017)*
Employment Agreement dated April 12, 2017 between RBB Bancorp, Royal Business Bank and David
Morris (incorporated herein by reference to Exhibit 10.2 to our Form S-1 Registration Statement (Registration
No. 333-219018) filed on June 28, 2017)*
Employment Agreement dated April 12, 2017 between RBB Bancorp, Royal Business Bank and Simon Pang
(incorporated herein by reference to Exhibit 10.3 to our Form S-1 Registration Statement (Registration No. 333-
219018) filed on June 28, 2017)*
Employment Agreement, dated April 12, 2017 between RBB Bancorp, Royal Business Bank and Vincent (I-
Ming) Liu*+
Employment Agreement, dated April 12, 2017 between RBB Bancorp, Royal Business Bank and Jeffrey Yeh*+
First Amendment of Employment Agreement dated October 22, 2021 between RBB Bancorp, Royal Business
Bank and Mr. I-Ming (Vincent) Liu (incorporated herein by reference to Exhibit 10.1 to our Form 10-Q filed with
the SEC on November 8, 2021)*
First Amendment of Employment Agreement dated October 22, 2021 between RBB Bancorp, Royal Business
Bank and Mr. David R. Morris (incorporated herein by reference to Exhibit 10.2 to our Form 10-Q filed with the
SEC on November 8, 2021)*
First Amendment of Employment Agreement dated October 22, 2021, between RBB Bancorp, Royal Business
Bank and Mr. Simon Pang (incorporated herein by reference to Exhibit 10.3 to our Form 10-Q filed with the SEC
on November 8, 2021)*
First Amendment of Employment Agreement dated October 22, 2021 between RBB Bancorp, Royal Business
Bank and Mr. Jeffrey Yeh (incorporated herein by reference to Exhibit 10.4 to our Form 10-Q filed with the SEC
on November 8, 2021)*
RBB Bancorp 2010 Stock Option Plan (incorporated herein by reference to Exhibit 10.4 to our Form S-1
Registration Statement (Registration No. 333-219018) filed on June 28, 2017)*
Form of Stock Option Award under the RBB Bancorp 2010 Stock Option Plan (incorporated herein by reference
to Exhibit 10.5 to our Form S-1 Registration Statement (Registration No. 333-219018) filed on June 28, 2017)*
RBB Bancorp 2017 Amended and Restated Omnibus Stock Incentive Plan (incorporated herein by reference to
Exhibit 99.2 to our Form 8-K filed on January 21, 2022)*
Form of Stock Option Award Terms under the RBB Bancorp 2017 Omnibus Stock Incentive Plan (incorporated
herein by reference to Exhibit 10.7 to our Form S-1 Registration Statement (Registration No. 333-219018) filed
on June 28, 2017)*
Form of Stock Appreciation Rights Award under the RBB Bancorp 2017 Omnibus Stock Incentive
Plan (incorporated herein by reference to Exhibit 10.8 to our Form S-1 Registration Statement (Registration No.
333-219018) filed on June 28, 2017)*
Form of Deferred Stock Award Agreement under the RBB Bancorp 2017 Omnibus Stock Incentive Plan
(incorporated herein by reference to Exhibit 10.9 to our Form S-1 Registration Statement (Registration No. 333-
219018) filed on June 28, 2017)*
Form of Restricted Stock Award Agreement under the RBB Bancorp 2017 Omnibus Stock Incentive
Plan (incorporated herein by reference to Exhibit 10.10 to our Form S-1 Registration Statement (Registration No.
333-219018) filed on June 28, 2017)*
6
10.17
10.18
10.19
Form of Performance Award Agreement under the RBB Bancorp 2017 Omnibus Stock Incentive
Plan (incorporated herein by reference to Exhibit 10.11 to our Form S-1 Registration Statement (Registration No.
333-219018) filed on June 28, 2017)*
Form of Indemnification Agreements entered into with all of the directors and executive officers of RBB
Bancorp (incorporated herein by reference to Exhibit 10.12 to our Form S-1 Registration Statement (Registration
No. 333-219018) filed on June 28, 2017)*
Form of Indemnification Agreement entered into with all of the former directors and executive officers of TFC
Holding Company (incorporated herein by reference to Exhibit 10.13 to our Form S-1 Registration Statement
(Registration No. 333-219018) filed on June 28, 2017)*
10.20
Form of Restricted Stock Unit Award Agreement for Employees under the RBB Bancorp 2017 Omnibus Stock
Incentive Plan*+
10.21
Form of Restricted Stock Unit Award Agreement for Directors under the RBB Bancorp 2017 Omnibus Stock
Incentive Plan*+
21.1
Subsidiaries of RBB Bancorp (Reference is made to “Item 1. Business” for the required information.)
23.1
Consent of Eide Bailly LLP**
31.1
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002+
31.2
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002+
32.1
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
32.2
Certification of Chief Finance Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
101.INS Inline XBRL Instance Document**
101.SCH Inline XBRL Taxonomy Extension Schema Document**
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document**
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document**
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document**
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document**
104
The cover page of RBB Bancorp’s Amendment No. 1 to the Annual Report on Form 10-K for the year ended
December 31, 2021, formatted in Inline XBRL (contained in Exhibit 101)
* Indicates a management contract or compensatory plan
** Filed with the Original Filing
+ Filed herewith
7
Exhibit
No.
Exhibit Description
EXHIBIT INDEX
31.1*
31.2*
Certification of Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange
Act of 1934, as amended, as adopted pursuant to Section 302 of Sarbanes-Oxley Act of 2002, as amended.
Certification of Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange
Act of 1934, as amended, as adopted pursuant to Section 302 of Sarbanes-Oxley Act of 2002, as amended.
*
Submitted electronically herewith.
8
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant
has duly caused this Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of
Los Angeles, State of California, on April __, 2022.
SIGNATURES
RBB BANCORP
/s/ David R. Morris
By:
Name: David R. Morris
Title:
Interim Chief Executive Officer and President
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Amendment No. 1 has been
signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.
Signature
Title
/s/ David R. Morris
David R. Morris
/s/ David R. Morris
David Morris
/s/ Peter M. Chang
Peter M. Chang
/s/ Wendell Chen
Wendell Chen
/s/ Christina Kao
Christina Kao
/s/ James W. Kao
James W. Kao
/s/ Chie-Min (Christopher) Koo
Chie-Min (Christopher) Koo
/s/ Alfonso Lau
Alfonso Lau
/s/ Christopher Lin
Christopher Lin
/s/ Ko-Yen Lin
Ko-Yen Lin
/s/ Paul Lin
Paul Lin
/s/ Feng (Richard) Lin
Feng (Richard) Lin
/s/ Fui Ming (Catherine) Thian
Fui Ming (Catherine) Thian
/s/ Raymond Yu
Raymond Yu
Date
April 1, 2022
Interim Chief Executive Officer and President
(principal executive officer)
Executive Vice President; Chief Financial Officer
(principal financial and accounting officer)
April 1, 2022
April 1, 2022
April 1, 2022
April 1, 2022
April 1, 2022
April 1, 2022
April 1, 2022
April 1, 2022
April 1, 2022
April 1, 2022
April 1, 2022
April 1, 2022
April 1, 2022
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
9
EMPLOYMENT AGREEMENT
Exhibit 10.4
THIS EMPLOYMENT AGREEMENT is effective as of April 12, 2017 between ROYAL BUSINESS BANK, a
California state banking corporation (the “Bank”), RBB BANCORP, (the “Bancorp”), a California corporation, (collectively
referred to as the “Company”) with their principal offices at 660 South Figueroa, Suite 1888, Los Angeles, California 90017
(hereinafter “Bank”), and VINCENT (I-Ming) LIU (hereinafter “Executive”) whose present address is 310 N. Mission Drive,
San Gabriel, California 91775. Executive may be carried on the records of the Bank as an employee and Executive’s
compensation shall be paid by the Bank, subject to the Bank’s right of reimbursement from the Bancorp under other agreements
to which the Executive is not a party.
A. TERM OF EMPLOYMENT
Subject to all necessary regulatory approvals, the Bank hereby employs Executive, and Executive hereby
accepts employment with the Bank, for the three-year period (the “Term”) commencing on April 13, 2017 (the “Effective
Date”) through April 12, 2020, subject however to prior termination as hereinafter provided. Where used herein, “Term” shall
refer to the entire period of the employment of Executive by Bank hereunder, whether for the period provided above, or whether
terminated earlier as hereinafter provided, or renewed as provided in the next paragraph.
The term hereof shall be automatically renewed for successive one (1) year periods (the “Extended Term”),
unless written notice is given and received not less than three (3) months prior to the end of the Initial Term of the intention of
either party not to renew the same. The term for which Executive is employed hereunder (which includes the Initial Term and,
if renewed, the Extended Term) is hereinafter referred to as the “Term.”
B. DUTIES OF EXECUTIVE
1. Duties. Executive’s duties under his Employment Agreement include all ordinary and reasonable duties
customarily performed by the full-time Chief Risk Officer, subject to the powers by law vested in the Board of Directors of the
Bank and in the Bank’s shareholders. As such, Executive shall oversee all operational aspects of the business and activities of
the Bank. Executive shall render his services to the Bank and shall exercise such corporate responsibilities as Executive may
be directed by the President and Chief Executive Officer, and Executive shall perform his duties faithfully, diligently and to
the best of his ability, consistent with the highest and best standards of the banking industry and in compliance with applicable
laws and the Bank’s Articles of Incorporation and Bylaws.
2. Conflicts of Interest. Executive expressly agrees as a condition to the performance by Bank of its obligations
herein that during the term of his Agreement and of any renewals hereof, he will not, directly or indirectly, render any services
of an advisory nature or otherwise to or become employed by or participate or engage in any business competitive with any
businesses of the Bank, without the prior written consent of the Bank, however, that nothing herein shall prohibit Executive
from owning stock or other securities of a competitor which are relatively insubstantial to the total outstanding stock of such
competitor, and so long as he in fact does not have the power to control or direct the management or policies of such competitor
and does not serve as a director or officer of, and is not otherwise associated with, any competitor except as consented to by
the Bank. Nothing contained herein shall preclude substantially passive investments by Executive during the Term that may
require nominal amounts of his time, energies and interest.
3. Performance. Except as provided in paragraph G.2. herein, Executive after the Effective Date shall devote
substantially his full energies, interests, abilities and productive time to the business of the Bank. Executive shall at all times
loyally and conscientiously perform all of these duties and obligations hereunder and shall at all times strictly adhere to and
obey, and instruct and require all that work under and with him strictly to adhere and obey, all applicable federal and state laws,
statutes, rules and regulations to the end that the Bank shall at all times be in full compliance with such laws, statutes, rules and
regulations.
C. COMPENSATION
1. Salary. In consideration of the performance by Executive of all of his obligations under this Agreement, the
Bank agrees to pay Executive during the Term hereof a base salary of $240,000 per year from the date of commencement of
his Agreement for each year of the Term. The Board of Directors may elect to adjust upward the base annual salary and other
compensation of Executive from time to time, at its sole discretion. The Executive's salary shall be reviewed at least annually
by the Board of Directors which may, but shall not be required to, increase the salary during the Employment Term.
10
2. Bonuses. During the term of this Agreement, Executive may receive such bonuses, if any, as the Board of
Directors in it sole discretion shall determine.
3. Stock Options/Stock Awards. The Board of Directors of the Bancorp in its sole discretion intends to grant
to Executive a Stock Option/Stock Award (the “Award”). If Executive’s employment is terminated for any reason other than
for cause or voluntarily by Executive, Executive’s then vested Awards shall be exercisable over the remaining term of the
Awards, subject to acceleration in specified circumstances. The remaining terms and conditions of the Awards shall be
governed by the Bancorp’s Omnibus Stock Incentive Plan and Executive’s Stock Award Agreement.
4. Claw-back Provisions. Notwithstanding any other provisions in this Agreement to the contrary, any
incentive-based compensation, or any other compensation, paid to the Executive pursuant to this Agreement or any other
agreement or arrangement with the Company which is subject to recovery under any law, government regulation or stock
exchange listing requirement, will be subject to such deductions and claw-back as may be required to be made pursuant to such
law, government regulation or stock exchange listing requirement (or any policy adopted by the Company pursuant to any such
law, government regulation or stock exchange listing requirement).
D. EMPLOYEE BENEFITS
1. Vacation. Executive shall be entitled to a vacation each year during the Term, which vacation shall be four
(4) weeks, subject to pre-approval by the Board of Directors. Executive further agrees that he will not take the entire four (4)
weeks of vacation consecutively, and that he will not take any vacation at times which would be detrimental to the interests of
the Bank. Any vacation time not used shall not accumulate, and Executive and the Bank shall conform to the Bank’s Human
Resources policy then in effect concerning vacations.
2. Travel Expense. During the Term hereunder, the Bank shall provide Executive, with an automobile paid by
the Bank, with the make and model determined by the Bank, at a cost of not more than $1500 per month, plus the Bank shall
reimburse Executive for all insurance, gasoline, oil, vehicle maintenance, any applicable federal and/or state income tax, and
other transportation expenses, including train and taxi expenses. During the Term hereunder, the Board of Directors would be
willing to reanalyze the monthly allowance if Executive’s actual and reasonable costs are significantly in excess of the monthly
allowance.
3. Group Medical and Life Insurance Benefits. The Bank will provide Executive and Executive's immediate
family, and pay for, participation in medical, dental, vision, accident and health benefits as provided to other officers and
employees of the Bank, and appropriate life and disability insurance, as long as Executive is insurable at a normal premium
payment. The Bank’s liability to Executive for any breach of this paragraph shall be limited to the amount of premiums payable
by the Bank to obtain the coverage contemplated herein.
4. Salary Continuation Plan and Other Plans. During the Term, Executive shall be eligible to participate in any
pension or profit-sharing plan, deferred compensation plan, salary continuation plan, stock purchase plan, or similar benefit or
retirement program of the Bank as approved by the Board of Directors now or hereafter existing, to the extent that he is eligible
under the provisions thereof and commensurate with his position in relationship to other participants.
E. REIMBURSEMENT FOR BUSINESS EXPENSES
Executive shall be entitled to reimbursement by the Bank for any ordinary and necessary business expenses
incurred by Executive in the performance of Executive’s duties and in acting for the Bank during the Term, which type of
expenditures shall be determined by the Board of Directors, provided that:
tax returns of the Bank as a business expense and not as deductible compensation to Executive; and
(a) Each such expenditure is of a nature qualifying it as a proper deduction on the federal and state income
(b) Executive furnishes to the Bank adequate records and other documentary evidence required by federal
and state statutes and regulations issued by the appropriate taxing authorities for the substantiation of such expenditures
as deductible business expenses of the Bank and not as deductible compensation to Executive.
Upon timely presentation to the Bank of necessary and proper documentation in accordance with the
Regulations of the Internal Revenue Service, the Bank will reimburse Executive for any necessary, usual, customary and
reasonable business expenses incurred by Executive in connection with his position or for the Bank’s benefit, including the
costs of cellular phone service related to the Bank’s business.
Any expenses of Executive for his activities in industry association groups, or other business, industry,
civic, or charitable organizations, that are not reimbursed by those organizations, will be reimbursed by the Bank to Executive
upon presentation of proper documentation.
11
F. TERMINATION
Notwithstanding any and all other provisions of this Agreement to the contrary, Executive’s employment
hereunder may be terminated:
1. Without Cause. In the sole and absolute discretion of the Board of Directors for any cause whatsoever;
provided, however, that if such termination occurs during the Term and is for any cause other than any more particularly
described in Sections F.2. or F.3. hereof, Executive shall receive severance payment in an amount equal to twelve (12) months
of his then current annual salary, payable in installments on the normal payroll dates of the Bank, in full and complete
satisfaction of any and all rights which Executive may enjoy hereunder other than the right, if any, to exercise any of the
Options vested prior to such termination. In order to qualify for the severance benefit, Executive must execute a general release
in favor of the Bank and its officers, directors, employees, shareholders, attorneys, agents and all other related parties.
2. Disability or Death. Upon Executive’s physical or mental disability to continue his duties hereunder as the
Chief Risk Officer of the Bank; provided, however, that if such termination occurs as a result of such disability, Executive shall
receive severance payment in an amount equal to three (3) months of the annual base salary in effect hereunder at the date of
such termination in full and complete satisfaction of any and all rights which Executive might enjoy hereunder other than the
right, if any, to exercise any of the Options vested prior to such termination, less any payments received from any Bank provided
benefit, including worker’s compensation, FICA or disability insurance. For purposes of this Agreement, physical or mental
disability shall be defined as Executive being unable to fully perform under this Agreement for a continuous period of 90 days,
and reasonably accommodate for that disability as required by the Americans with Disability Act of 1990.
Upon Executive’s death; provided, however, Executive’s estate shall receive the payment in an amount
equal to three (3) months of the annual base salary in effect hereunder at the date of such termination in full and complete
satisfaction of any and all rights which Executive might enjoy hereunder other than the right, if any, to exercise any of the
Options vested prior to such termination.
3. For Cause. The Bank may terminate immediately this Agreement without any further obligation or liability
whatsoever to Executive, if:
hereunder; or
(a) Executive engages in misconduct or is negligent in the performance of his material duties
pleads guilty or nolo contendere to any misdemeanor involving moral turpitude; or
(b) Executive is convicted of or pleads guilty or nolo contendere to any felony, or is convicted of or
(c) Bank is required to remove or replace Executive by formal order or formal or informal
instruction, including a requested consent order or agreement, from the DFI or Federal Deposit Insurance Corporation (“FDIC”)
or any other regulatory authority having jurisdiction; or
(d) Executive has failed to perform or habitually neglected Executive’s duties; or
(e) Executive has failed to follow any valid and legal written policy of the Board of Directors, any
resolutions of the Board adopted at a duly called meeting or any instructions from the Board of Directors or President and Chief
Executive Officer; or
FDIC, a Section 8(b) Order from the FDIC, or a Section 1912 or 1913 Order from the DFI; or
(f) Due to Executive’s lack of care or negligence, the Bank receives a Section 8(a) Order from the
(g) Executive's engagement in dishonesty, illegal conduct or gross misconduct; or
(h) Executive's willful unauthorized disclosure of Confidential Information (as defined below); or
between the Executive and the Company; or
(i) Executive's breach of any obligation under this Agreement or any other written agreement
be in effect from time to time during the Employment Term, if such failure causes material harm to the Company.
(j) any failure by the Executive to comply with the Company's written policies or rules, as they may
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Any termination under this paragraph F.3 shall not prejudice any remedy which Bank may otherwise have at
law, in equity, or under this Agreement.
4. Change of Control
(a) Except for termination for Cause (pursuant to Section F.3 hereof), disability or death (pursuant to
Section F.2 hereof), after the occurrence of a Change in Control (as defined below) and in no other event, if Executive’s
employment with the Bank is materially adversely altered or Executive is not retained by the Bank or the surviving bank or
company, Executive shall be entitled to receive severance payment in the amount equal to six (6) months of Executive’s then
current annual salary. Such payment shall terminate this Agreement in all respects, but shall not prohibit Executive from
continuing as an employee under a new agreement with the Bank or a successor bank.
A material adverse alteration in employee status would mean (i) a material breach by the Bank of its
obligations under this Agreement, (ii) a change in Executive’s status or position or responsibilities as Chief Risk Officer of the
Bank which represents a demotion from his status, title, position and responsibilities, or the assignment to him of any significant
duties which are inconsistent with such status, title or position, or (iii) a reduction by the Bank in his base annual salary, or (iv)
requiring him to be based anywhere other than the greater Los Angeles area.
The Executive cannot terminate his employment for a material adverse alteration in employee status unless he
has provided written notice to the Company of the existence of the circumstances providing grounds for termination for Good
Reason within thirty (30) days of the initial existence or occurrence of such grounds and the Company has had at least (30)
days from the date on which such notice is provided to cure such circumstances. If the Executive does not terminate his
employment for Good Reason within seventy-five (75) days after the first occurrence of the applicable grounds, then the
Executive will be deemed to have waived his right to terminate for Good Reason with respect to such grounds.
following paragraphs shall have been satisfied:
(b) A “Change in Control” shall be deemed to have occurred if the conditions set forth in any one of the
(i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of
1934 (the “Exchange Act”) (other than the Bank; any trustee or other fiduciary holding securities under an employee benefit
plan of the Bank; any entity owned, directly or indirectly, by the stockholders of the Bank in substantially the same proportions
as their ownership of the stock of the Bank) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of securities of the Bank (not including in the securities beneficially owned by such Person any
securities acquired directly from the Bank or its affiliates) representing 25% or more of the combined voting power of the
Bank’s then outstanding securities; or
(ii) the stockholders of the Bank approve a merger or consolidation of the Bank with any other
corporation, other than (A) a merger or consolidation which would result in the voting securities of the Bank outstanding
immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities
of the surviving entity), in combination with the ownership of any trustee or other fiduciary holding securities under an
employee benefit plan of the Bank, at least 75% of the combined voting power of the voting securities of the Bank or such
surviving entity outstanding immediately after such merger or consolidation, or (B) a merger or consolidation effected to
implement a recapitalization of the Bank (or similar transaction) in which no person acquires more than 50% of the combined
voting power of the Bank’s then outstanding securities; or
for the sale or disposition by the Bank of all or substantially all the Bank’s assets.
(iii) the stockholders of the Bank approve a plan of complete liquidation of the Bank or an agreement
Notwithstanding the foregoing, a Change in Control shall not include (A) any event, circumstances or
transaction that results from the action of any entity or group that includes, is affiliated with, or is wholly or partly controlled
by Executive (e.g., a management-led buyout), or (B) the repurchase by the Bank or the redemption directly or indirectly, of
securities of the Bank representing 50% or more of the combined voting power of the Bank’s then outstanding securities.
The Executive cannot terminate his employment for a material adverse alteration in employee status unless he
has provided written notice to the Company of the existence of the circumstances providing grounds for termination for Good
Reason within thirty (30) days of the initial existence or occurrence of such grounds and the Company has had at least (30)
days from the date on which such notice is provided to cure such circumstances. If the Executive does not terminate his
employment for Good Reason within seventy-five (75) days after the first occurrence of the applicable grounds, then the
Executive will be deemed to have waived his right to terminate for Good Reason with respect to such grounds.
13
5. Release. As a condition to Executive receiving any payments pursuant to Sections F.1, F.2, and F.4 hereof,
Executive will execute and deliver a general release to the Bank, releasing the Bank, its employees, officers, directors,
stockholders and agents, and each person who controls any of them within the meaning of Section 15 of the Securities Act of
1933, as amended, from any and all claims (other than claims with respect to payments pursuant to such Sections) from the
beginning of time to the date of termination.
6. Supervisory Matters.
(a) If the Executive is suspended and/or temporarily prohibited from participating in the conduct of the
Bank's or the Bancorp’s affairs by notice served under Section 8(e)(3) or 8(g)(1) of the Federal Deposit Insurance Act (12
U.S.C. Section 1818(e)(3) and (g)(1)), the obligations of the Company under this Agreement shall be suspended as of the date
of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Company may, in its
discretion: (i) pay the Executive all or part of the compensation withheld while its obligations under this Agreement were
suspended; and (ii) reinstate (in whole or in part) any of its obligations which were suspended. If the Executive is removed
and/or permanently prohibited from participating in the conduct of the Bank’s or the Bancorp’s affairs by an order issued under
Section 8(e) (3) or 8(g)(1) of the Federal Deposit Insurance Act (12 U.S.C. Section 1818(e)(3) or (g)(1)), all obligations of the
Company under this Agreement shall terminate as of the effective date of the order, but vested rights of the parties shall not be
affected. If the Company is in default (as defined in Section 3(x)(1) of the Federal Deposit Insurance Act (12 U.S.C. Section
1813(x)(1)), all obligations under this Agreement shall terminate as of the date of default, but vested rights of the parties shall
not be affected. All obligations under this Agreement shall be terminated, except to the extent that it is determined that
continuation of the Agreement is necessary for the continued operation of the Company; (i) by the Federal Deposit Insurance
Corporation at the time that the Federal Deposit Insurance Corporation enters into an agreement to provide assistance to or on
behalf of the Bank under the authority contained in Section 11 of the Federal Deposit Insurance Act (12 U.S.C. Section 1821);
or (ii) by the Federal Deposit Insurance Corporation or the Federal Reserve Board, at the time that the Federal Deposit Insurance
Corporation or the Federal Reserve Board approves a supervisory merger to resolve problems related to the operation of the
Bancorp or when the Company is in an unsafe or unsound condition. All rights of the parties that have already vested, however,
shall not be affected by such action.
Notwithstanding anything to the contrary contained herein, the obligation to make payment of any
severance benefits as provided herein (including without limitation, any payment contemplated under Section F.4), is
conditioned upon (i) the Company and/or Bank obtaining any necessary approval from the Board of Governors of the Federal
Reserve System and/or the Federal Deposit Insurance Corporation, and (ii) compliance with applicable law, including 12 C.F.R.
Part 359. In addition, the Executive covenants and agrees that the Company and its successors and assigns shall have the right
to demand the return of any "golden parachute payments" (as defined in 12 C.F.R. Part 359) in the event that any of them obtain
information indicating that the Executive committed, is substantially responsible for, or has violated, the respective acts or
omissions, conditions, or offenses contained in 12 C.F.R. § 359.4(a)(4), and the Executive shall promptly return any such
"golden parachute payment" upon such demand.
(7) Section 280G.
(i) If any of the payments or benefits received or to be received by the Executive (including, without
limitation, any payment or benefits received in connection with a Change in Control or the Executive’s termination of
employment, whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement, or otherwise) (all
such payments collectively referred to herein as the “280G Payments”) constitute “parachute payments” within the meaning of
Section 280G of the Code and would, but for this Section F.(7), be subject to the excise tax imposed under Section 4999 of the
Code (the “Excise Tax”), then such 280G Payments shall be reduced (by the minimum possible amounts) in a manner
determined by the Company that is consistent with the requirements of Section 409A, until no amount payable to the Executive
will be subject to the Excise Tax. If two economically equivalent amounts are subject to reduction but are payable at different
times, the amounts shall be reduced (but not below zero) on a pro rata basis.
(ii) All calculations and determinations under this Section F.(7) shall be made by an independent
accounting firm or independent tax counsel appointed by the Company (the “Tax Counsel”) whose determinations shall be
conclusive and binding on the Company and the Executive for all purposes. For purposes of making the calculations and
determinations required by this Section F.(7), the Tax Counsel may rely on reasonable, good faith assumptions and
approximations concerning the application of Section 280G and Section 4999 of the Code. The Company and the Executive
shall furnish the Tax Counsel with such information and documents as the Tax Counsel may reasonably request in order to
make its determinations under this Section F.(7). The Company shall bear all costs the Tax Counsel may reasonably incur in
connection with its services.
14
G. Confidential Information Defined.
(a) Definition.
For purposes of this Agreement, "Confidential Information" includes, but is not limited to, all information
not generally known to the public, in spoken, printed, electronic or any other form or medium, relating directly or indirectly to:
business processes, practices, methods, policies, plans, documents, operations, services, strategies, agreements, contracts, terms
of agreements, transactions, potential transactions, negotiations, trade secrets, policy manuals, records, vendor information,
financial information, results, accounting records, legal information, marketing information, pricing information, credit
information, payroll information, staffing information, personnel information, employee lists, supplier lists, vendor lists,
reports, internal controls, security procedures, market studies, sales information, revenue, costs, notes, communications,
product plans, ideas, customer information, customer lists, of the Company or its businesses or any existing or prospective
customer, supplier, investor or other associated third party, or of any other person or entity that has entrusted information to
the Company in confidence.
The Executive understands that the above list is not exhaustive, and that Confidential Information also
includes other information that is marked or otherwise identified as confidential or proprietary, or that would otherwise appear
to a reasonable person to be confidential or proprietary in the context and circumstances in which the information is known or
used.
The Executive understands and agrees that Confidential Information includes information developed by
him in the course of his employment by the Company as if the Company furnished the same Confidential Information to the
Executive in the first instance. Confidential Information shall not include information that: (i) is generally available to and
known by the public at the time of disclosure to the Executive; provided that, such disclosure is through no direct or indirect
fault of the Executive or person(s) acting on the Executive's behalf; (ii) becomes available on a non-confidential basis from a
source other than a party to this Agreement or a representative of a party to this Agreement, provided that such source is not
bound by a confidentiality agreement with a party or otherwise prohibited from transmitting the information by a contractual,
legal or fiduciary obligation, (iii) is disclosed in accordance with an order of a court of competent jurisdiction or applicable
law.
(b) Company Creation and Use of Confidential Information.
The Executive understands and acknowledges that the Company has invested, and continues to invest,
substantial time, money and specialized knowledge into developing its resources, creating a customer base, generating customer
and potential customer lists, training its employees, and improving its product offerings in the field of financial services. The
Executive understands and acknowledges that as a result of these efforts, the Company has created, and continues to use and
create Confidential Information. This Confidential Information provides the Company with a competitive advantage over
others in the marketplace.
(c) Disclosure and Use Restrictions.
The Executive agrees and covenants: (i) to treat all Confidential Information as strictly confidential; (ii)
not to directly or indirectly disclose, publish, communicate or make available Confidential Information, or allow it to be
disclosed, published, communicated or made available, in whole or part, to any entity or person whatsoever (including other
employees of the Company) not having a need to know and authority to know and use the Confidential Information in
connection with the business of the Company and, in any event, not to anyone outside of the direct employ of the Company
except as required in the performance of the Executive's authorized employment duties to the Company in each instance (and
then, such disclosure shall be made only within the limits and to the extent of such duties; and (iii) not to access or use any
Confidential Information, and not to copy any documents, records, files, media or other resources containing any Confidential
Information, or remove any such documents, records, files, media or other resources from the premises or control of the
Company, except as required in the performance of the Executive's authorized employment duties to the Company acting on
behalf of the Company in each instance (and then, such disclosure shall be made only within the limits and to the extent of such
duties). Nothing herein shall be construed to prevent disclosure of Confidential Information as may be required by applicable
law or regulation, or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency,
provided that the disclosure does not exceed the extent of disclosure required by such law, regulation or order. The Executive
shall promptly provide written notice of any such order to the Company’s General Counsel.
15
The Executive understands and acknowledges that her obligations under this Agreement with regard to
any particular Confidential Information shall commence immediately upon the Executive first having access to such
Confidential Information (whether before or after he began employment by the Company) and shall continue during and after
his employment by the Company until such time as such Confidential Information has become public knowledge other than as
a result of the Executive's breach of this Agreement or breach by those acting in concert with the Executive or on the Executive's
behalf.
H. Security.
(a) Security and Access. The Executive agrees and covenants (a) to comply with all Company security policies
and procedures as in force from time to time including, without limitation, those regarding computer equipment, telephone
systems, voicemail systems, facilities access, monitoring, key cards, access codes, Company intranet, internet, social media
and instant messaging systems, computer systems, e-mail systems, computer networks, document storage systems, software,
data security, encryption, firewalls, and passwords ("Facilities Information Technology and Access Resources"); (b) not to
access or use any Facilities Information Technology and Access Resources except as authorized by the Company; and (iii) not
to access or use any Facilities Information Technology and Access Resources in any manner after the termination of the
Executive's employment by the Company, whether termination is voluntary or involuntary. The Executive agrees to notify the
Company promptly in the event she learns of any violation of the foregoing by others, or of any other misappropriation or
unauthorized access, use, reproduction or reverse engineering of, or tampering with any Facilities Information Technology and
Access Resources or other Company property or materials by others.
(b) Exit Obligations. Upon (a) voluntary or involuntary termination of the Executive's employment or (b) the
Company's request at any time during the Executive's employment, the Executive shall (i) provide or return to the Company
any and all Company property, including keys, key cards, access cards, identification cards, security devices, employer credit
cards, network access devices, computers, cell phones, smartphones, PDAs, pagers, fax machines, equipment, manuals, reports,
files, books, compilations, e-mail messages, recordings, disks, thumb drives or other removable information storage devices,
hard drives, data and all Company documents and materials belonging to the Company and stored in any fashion, including but
not limited to those that constitute or contain any Confidential Information, that are in the possession or control of the Executive,
whether they were provided to the Executive by the Company or any of its business associates or created by the Executive in
connection with her employment by the Company; and (ii) delete or destroy all copies of any such documents and materials
not returned to the Company that remain in the Executive's possession or control, including those stored on any non-Company
devices, networks, storage locations and media in the Executive's possession or control.
I. Publicity. The Executive hereby irrevocably consents to any and all uses and displays, by the Company and its
agents, representatives and licensees, of the Executive's name, voice, likeness, image, appearance and biographical information
in, on or in connection with any pictures, photographs, audio and video recordings, digital images, websites, television programs
and advertising, other advertising and publicity, sales and marketing brochures, books, magazines, other publications, CDs,
DVDs, tapes and all other printed and electronic forms and media throughout the world, at any time during or after the period
of her employment by the Company, for all legitimate commercial and business purposes of the Company ("Permitted Uses")
without further consent from or royalty, payment or other compensation to the Executive. The Executive hereby forever waives
and releases the Company and its directors, officers, employees and agents from any and all claims, actions, damages, losses,
costs, expenses and liability of any kind, arising under any legal or equitable theory whatsoever at any time during or after the
period of her employment by the Company, arising directly or indirectly from the Company’s and its agents', representatives'
and licensees' exercise of their rights in connection with any Permitted Uses.
J. GENERAL PROVISIONS
1. Trade Secrets. During the Term, Executive will have access to and become acquainted with what Executive
and the Bank acknowledge are trade secrets, to wit, knowledge or data concerning the Bank, including its operations and
business, and the identity of customers of the Bank, including knowledge of their financial conditions their financial needs, as
well as their methods of doing business. Executive shall not disclose any of the aforesaid trade secrets, directly or indirectly,
or use them in any way, except as required in the course of Executive’s employment with the Bank.
2. Covenant Not to Solicit Customers or Fellow Employees. If the Bank or the Executive terminates this
Agreement for any reason, Executive agrees that for the period provided for severance payments in accordance with certain
terminations pursuant to Article F hereof, Executive shall not solicit the banking business of any customer with whom the Bank
or a subsidiary bank has done business during the preceding one-year period within a 50 mile radius of the City of Los Angeles,
California. Executive further agrees not to solicit the services of any officer or employee of the Bank during such period.
16
The covenants contained in this Section J.2 shall be considered as a series of separate covenants, one for each
political subdivision of California, and one for each entity or individual with respect to whom solicitation is prohibited. Except
as provided in the previous sentence, each such separate covenant shall be deemed identical in terms to the covenant contained
in this Section J.2. If in any judicial proceeding a court refuses to enforce any of such separate covenants (or any part thereof),
then such unenforceable covenant (or such part) shall be eliminated from this Agreement to the extent necessary to permit the
remaining separate covenants (or portions thereof) to be enforced. In the event that a provision of this Section J.2 or any such
separate covenant or portion thereof, is determined to exceed the time, geographic or scope limitations permitted by applicable
law, then such provision shall be reformed to the maximum time, geographic or scope limitations, as the case may be, permitted
by applicable law. Executive hereby consents, to the extent Executive may lawfully do so, to the judicial modification of this
Agreement as described in this Section J.2.
In the event of a merger, where Bank is not the surviving corporation, or in the event of a consolidation, in the
event of a transfer of all or substantially all of the assets of Bank, or in the event that the majority of the Bank’s Board of
Directors, as it exists as of the date of this Agreement, does not have control, the Executive shall be unconditionally released
from all of his duties and obligations under this paragraph.
3. Indemnification. To the extent permitted by law, applicable statutes, the Bylaws or resolutions of the Bank
in effect from time to time, the Bank shall indemnify Executive against liability or loss arising out of Executive’s actual or
asserted misfeasance or nonfeasance in the performance of Executive’s duties or out of any actual or asserted wrongful act
against, or by, the Bank including but not limited to judgments, fines, settlements and advancement of expenses incurred in the
defense of actions, proceedings and appeals therefrom. The Bank shall endeavor to obtain Directors and Officers Liability
Insurance to indemnify and insure the Bank and Executive from and against the aforesaid liabilities. The provisions of this
paragraph shall apply to the estate, executor, administrator, heirs, legatees or devisees of Executive.
4. Return of Documents. Executive expressly agrees that all manuals, documents, files, reports, studies,
instruments or other materials used and/or developed by Executive during the Term are solely the property of the Bank, and
that Executive has no right, title or interest therein. Upon termination of this Agreement, Executive or Executive’s
representative shall promptly deliver possession of all of said property to the Bank in good condition.
5. Notices. Any notice, request, demand or other communication required or permitted hereunder shall be
deemed to be properly given when personally served in writing, when deposited in the United States mail, postage prepaid, or
when communicated to a public telegraph address appearing at the beginning of this Agreement. Either party may change its
address by written notice in accordance with this paragraph.
6. California Law. This Agreement is to be governed by and construed under the laws of the State of California.
7. Captions and Paragraph Headings. Captions and paragraph headings used herein are for convenience only
and are not a part of this Agreement and shall not be used in construing it.
8. Invalid Provisions. Should any provision of this Agreement for any reason be declared invalid, the validity
and binding effect of any remaining portion shall not be affected, and the remaining portions of this Agreement shall remain in
full force and effect as if this Agreement had been executed with said provision eliminated.
9. Entire Agreement. This Agreement contains the entire agreement of the parties. It supersedes any and all
other agreements, either oral or in writing, between the parties hereto with respect to the employment of Executive by the Bank.
Each party to this Agreement acknowledges that no representations, inducements, promises, or agreements, oral or otherwise,
have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other
agreement, statement, or promise not contained in this Agreement shall be valid or binding. This Agreement may not be
modified or amended by oral agreement, but only by an agreement in writing signed by the Bank and Executive.
10. Receipt of Agreement. Each of the parties hereto acknowledges that it or he has read this Agreement in its
entirety and does hereby acknowledge receipt of a fully executed copy thereof. A fully executed copy shall be an original for
all purposes, and is a duplicate original.
17
11. Resolution of Disputes; Arbitration. In the event of any dispute, claim or controversy between the Executive
and the Bank (or its directors, officers, employees or agents) arising out of this Agreement or the Executive’s employment with
the Bank, both Parties agree to submit such dispute, claim or controversy to final and binding arbitration under the Federal
Arbitration Act, in conformity with the procedures of the California Arbitration Act (Cal. Code Civ. Proc. sec. 1280 et seq. ...).
The arbitration will be conducted before the American Arbitration Association (“AAA”) in accordance with the AAA
Employment Arbitration Rules and Mediation Procedures. These rules are available at the AAA web site at: http://www.adr.org.
The claims governed by this arbitration provision include, but are not limited to, claims for wages and other compensation,
claims for breach of contract (express or implied), claims for violation of public policy, wrongful termination, wrongful
demotion, tort claims, claims for fraud and misrepresentation, claims for unlawful discrimination, harassment, and/or retaliation
to the extent allowed by law, and claims for violation of any federal, state, or other government law, statute, regulation, or
ordinance. The claims which are to be arbitrated under this agreement include claims under Title VII of the Civil Rights Act of
1964, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the California Fair Employment and
Housing Act and the California Labor Code.
(a) The arbitration shall be conducted by a single arbitrator selected either by mutual agreement of the
Executive and the Bank or, if they cannot agree, from an odd-numbered list of experienced employment law arbitrators provided
by the AAA. Each Party shall strike one arbitrator from the list alternately until only one arbitrator remains.
(b) Each Party shall have the right to conduct reasonable discovery, as determined by the arbitrator.
(c) The arbitrator shall have all powers conferred by law and a judgment may be entered on the award by
a court of law having jurisdiction. The arbitrator shall render a written arbitration award that contains the essential findings and
conclusions on which the award is based. The award and judgment shall be binding and final on both Parties, subject to such
review as is authorized by law.
(d) Either Party may bring an action to confirm the arbitration award in a court of competent jurisdiction.
To the maximum extent permitted by law, the decision of the arbitrator shall be final and binding on the Parties to this
Agreement and shall be subject to judicial review only to the extent provided by law.
(e) The Parties shall share equally the costs of the arbitrator and the arbitration forum unless a different
fee payment arrangement is otherwise required by applicable law to preserve the enforceability of this arbitration provision.
Employer will pay the costs of the arbitrator and the arbitration forum to the extent required by applicable law to preserve the
enforceability of this arbitration provision.
(f) In the event litigation, mediation, or arbitration is commenced to enforce or construe any of the
provisions of this Agreement, to recover damages for breach of any of the provisions of this Agreement, or to obtain declaratory
relief in connection with any of the provisions of this Agreement, the prevailing Party shall, to the extent permitted by law
without impairing the enforceability of the arbitration provision hereinabove, be entitled to recover reasonable attorneys’ fees
and costs. In the event this Agreement is asserted, in any litigation, mediation, or arbitration, as a defense to any liability,
claims, demands, actions, causes of action, or rights herein released or discharged, the prevailing Party on the issue of that
defense shall, to the extent permitted by law without impairing the enforceability of the arbitration provision hereinabove, be
entitled to recover reasonable attorneys’ fees and costs.
civil trial in a court of law and their right to a trial by jury.
(g) The Executive and the Bank understand that by signing this Agreement, they give up their right to a
(h) This agreement to arbitrate does not apply to disputes or claims related to workers’ compensation
benefits, disputes or claims related to unemployment insurance benefits, unfair labor practice charges under the National Labor
Relations Act, or disputes or claims that are expressly excluded from arbitration by statute or are expressly required to be
arbitrated under a different procedure pursuant to an employee benefit plan.
(i) This agreement to arbitrate does not prevent Executive from filing a charge or complaint with the
California Department of Fair Employment and Housing, or the U.S. Equal Opportunity Commission. It also does not prevent
Executive from participating in any investigation or proceeding conducted by an agency. However, if one of these agencies
issues a right to sue notice, binding arbitration under this agreement will be Executive’s sole remedy.
employment-related disputes.
(j) This agreement to arbitrate shall continue during the Employment Period and thereafter regarding any
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12. Section 409A. This Agreement is intended to comply with Section 409A or an exemption thereunder and
shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement,
payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A
or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation
pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the
maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be
treated as a separate payment. For purposes of determining the timing of any payments to be made under this Agreement by
reference to Executive’s termination of employment, “termination” and “termination of employment” shall refer to Executive’s
"separation from service" as defined for purposes of Section 409A. Notwithstanding the foregoing, the Company makes no
representations that the payments and benefits provided under this Agreement comply with Section 409A and in no event shall
the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the
Executive on account of non-compliance with Section 409A.
Notwithstanding any other provision of this Agreement, if any payment or benefit provided to the Executive in
connection with her termination of employment is determined to constitute "nonqualified deferred compensation" within the
meaning of Section 409A and the Executive is determined to be a "specified employee" as defined in Section 409A(a)(2)(b)(i),
then such payment or benefit shall be paid on the first payroll date to occur following the six-month anniversary of the
Termination Date (the "Specified Employee Payment Date"). The aggregate of any payments that would otherwise have been
paid before the Specified Employee Payment Date shall be paid to the Executive in a lump sum on the Specified Employee
Payment Date and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule.
IN WITNESS WHEREOF, the Bank has caused this Agreement to be executed by its duly authorized officer
or representative and Executive has executed this Agreement to be effective as of the day and year first written above.
ROYAL BUSINESS BANK
/s/ Yee Phone (Alan) Thian
Yee Phong (Alan) Thian
Chairman of the Board
/s/ Pei-Chin (Peggy) Huang
Pei-Chin (Peggy) Huang,
Secretary
RBB BANCORP
/s/ Yee Phong (Alan) Thian
By: Yee Phong (Alan) Thian,
Chairman of the Board
/s/ Pei-Chin (Peggy) Huang
By: Pei-Chin (Peggy) Huang,
Secretary
EXECUTIVE
/s/ Vincent (I-Ming) Liu
Vincent (I-Ming) Liu
19
EMPLOYMENT AGREEMENT
Exhibit 10.5
THIS EMPLOYMENT AGREEMENT is effective as of April 12, 2017 between ROYAL BUSINESS BANK, a
California state banking corporation (the “Bank”), RBB BANCORP, (the “Bancorp”), a California corporation, (collectively
referred to as the “Company”) with their principal offices at 660 South Figueroa, Suite 1888, Los Angeles, California
90017(hereinafter “Bank”), and JEFRREY YEH (hereinafter “Executive”) whose present address is 1756 3rd Street, Manhattan
Beach, California 90266. Executive may be carried on the records of the Bank as an employee and Executive’s compensation
shall be paid by the Bank, subject to the Bank’s right of reimbursement from the Bancorp under other agreements to which the
Executive is not a party.
A. TERM OF EMPLOYMENT
Subject to all necessary regulatory approvals, the Bank hereby employs Executive, and Executive hereby
accepts employment with the Bank, for the three-year period (the “Term”) commencing on April 13, 2017 (the “Effective
Date”) through April 12, 2020, subject however to prior termination as hereinafter provided. Where used herein, “Term” shall
refer to the entire period of the employment of Executive by Bank hereunder, whether for the period provided above, or whether
terminated earlier as hereinafter provided, or renewed as provided in the next paragraph.
The term hereof shall be automatically renewed for successive one (1) year periods (the “Extended Term”),
unless written notice is given and received not less than three (3) months prior to the end of the Initial Term of the intention of
either party not to renew the same. The term for which Executive is employed hereunder (which includes the Initial Term and,
if renewed, the Extended Term) is hereinafter referred to as the “Term.”
B. DUTIES OF EXECUTIVE
1. Duties. Executive’s duties under his Employment Agreement include all ordinary and reasonable duties
customarily performed by the full-time Chief Credit Officer, subject to the powers by law vested in the Board of Directors of
the Bank and in the Bank’s shareholders. As such, Executive shall oversee all operational aspects of the business and activities
of the Bank. Executive shall render his services to the Bank and shall exercise such corporate responsibilities as Executive may
be directed by the President and Chief Executive Officer, and Executive shall perform his duties faithfully, diligently and to
the best of his ability, consistent with the highest and best standards of the banking industry and in compliance with applicable
laws and the Bank’s Articles of Incorporation and Bylaws.
2. Conflicts of Interest. Executive expressly agrees as a condition to the performance by Bank of its obligations
herein that during the term of his Agreement and of any renewals hereof, he will not, directly or indirectly, render any services
of an advisory nature or otherwise to or become employed by or participate or engage in any business competitive with any
businesses of the Bank, without the prior written consent of the Bank, however, that nothing herein shall prohibit Executive
from owning stock or other securities of a competitor which are relatively insubstantial to the total outstanding stock of such
competitor, and so long as he in fact does not have the power to control or direct the management or policies of such competitor
and does not serve as a director or officer of, and is not otherwise associated with, any competitor except as consented to by
the Bank. Nothing contained herein shall preclude substantially passive investments by Executive during the Term that may
require nominal amounts of his time, energies and interest.
3. Performance. Except as provided in paragraph G.2. herein, Executive after the Effective Date shall devote
substantially his full energies, interests, abilities and productive time to the business of the Bank. Executive shall at all times
loyally and conscientiously perform all of these duties and obligations hereunder and shall at all times strictly adhere to and
obey, and instruct and require all that work under and with him strictly to adhere and obey, all applicable federal and state laws,
statutes, rules and regulations to the end that the Bank shall at all times be in full compliance with such laws, statutes, rules and
regulations.
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C. COMPENSATION
1. Salary. In consideration of the performance by Executive of all of his obligations under this Agreement, the
Bank agrees to pay Executive during the Term hereof a base salary of $184,788 per year from the date of commencement of
his Agreement for each year of the Term. The Board of Directors may elect to adjust upward the base annual salary and other
compensation of Executive from time to time, at its sole discretion. The Executive's salary shall be reviewed at least annually
by the Board of Directors which may, but shall not be required to, increase the salary during the Employment Term.
2. Bonuses. During the term of this Agreement, Executive may receive such bonuses, if any, as the Board of
Directors in it sole discretion shall determine.
3. Stock Options/Stock Awards. The Board of Directors of the Bancorp in its sole discretion intends to grant
to Executive a Stock Option/Stock Award (the “Award”). If Executive’s employment is terminated for any reason other than
for cause or voluntarily by Executive, Executive’s then vested Awards shall be exercisable over the remaining term of the
Awards, subject to acceleration in specified circumstances. The remaining terms and conditions of the Awards shall be
governed by the Bancorp’s Omnibus Stock Incentive Plan and Executive’s Stock Award Agreement.
4. Claw-back Provisions. Notwithstanding any other provisions in this Agreement to the contrary, any
incentive-based compensation, or any other compensation, paid to the Executive pursuant to this Agreement or any other
agreement or arrangement with the Company which is subject to recovery under any law, government regulation or stock
exchange listing requirement, will be subject to such deductions and claw-back as may be required to be made pursuant to such
law, government regulation or stock exchange listing requirement (or any policy adopted by the Company pursuant to any such
law, government regulation or stock exchange listing requirement).
D. EMPLOYEE BENEFITS
1. Vacation. Executive shall be entitled to a vacation each year during the Term, which vacation shall be four
(4) weeks, subject to pre-approval by the Board of Directors. Executive further agrees that he will not take the entire four (4)
weeks of vacation consecutively, and that he will not take any vacation at times which would be detrimental to the interests of
the Bank. Any vacation time not used shall not accumulate, and Executive and the Bank shall conform to the Bank’s Human
Resources policy then in effect concerning vacations.
2. Travel Expense. During the Term hereunder, the Bank shall provide Executive with an automobile paid by
the Bank, with the make and model determined by the Bank, at a cost of not more than $1,500 per month, plus the Bank shall
reimburse Executive for all insurance, gasoline, oil, vehicle maintenance, any applicable federal and/or state income tax, as
well as any other transportation expenses, including train and taxi expenses. During the Term hereunder, the Board of Directors
would be willing to reanalyze the monthly allowance if Executive’s actual and reasonable costs are significantly in excess of
the monthly allowance.
3. Group Medical and Life Insurance Benefits. The Bank will provide Executive and Executive's immediate
family, and pay for, participation in medical, dental, vision, accident and health benefits as provided to other officers and
employees of the Bank, and appropriate life and disability insurance, as long as Executive is insurable at a normal premium
payment. The Bank’s liability to Executive for any breach of this paragraph shall be limited to the amount of premiums payable
by the Bank to obtain the coverage contemplated herein.
4. Salary Continuation Plan and Other Plans. During the Term, Executive shall be eligible to participate in any
pension or profit-sharing plan, deferred compensation plan, salary continuation plan, stock purchase plan, or similar benefit or
retirement program of the Bank as approved by the Board of Directors now or hereafter existing, to the extent that he is eligible
under the provisions thereof and commensurate with his position in relationship to other participants.
E. REIMBURSEMENT FOR BUSINESS EXPENSES
Executive shall be entitled to reimbursement by the Bank for any ordinary and necessary business expenses
incurred by Executive in the performance of Executive’s duties and in acting for the Bank during the Term, which type of
expenditures shall be determined by the Board of Directors, provided that:
income tax returns of the Bank as a business expense and not as deductible compensation to Executive; and
(a) Each such expenditure is of a nature qualifying it as a proper deduction on the federal and state
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(b) Executive furnishes to the Bank adequate records and other documentary evidence required by
federal and state statutes and regulations issued by the appropriate taxing authorities for the substantiation of such expenditures
as deductible business expenses of the Bank and not as deductible compensation to Executive.
Upon timely presentation to the Bank of necessary and proper documentation in accordance with
the Regulations of the Internal Revenue Service, the Bank will reimburse Executive for any necessary, usual, customary and
reasonable business expenses incurred by Executive in connection with his position or for the Bank’s benefit, including the
costs of cellular phone service related to the Bank’s business.
Any expenses of Executive for his activities in industry association groups, or other business,
industry, civic, or charitable organizations, that are not reimbursed by those organizations, will be reimbursed by the Bank to
Executive upon presentation of proper documentation.
F. TERMINATION
Notwithstanding any and all other provisions of this Agreement to the contrary, Executive’s employment
hereunder may be terminated:
1. Without Cause. In the sole and absolute discretion of the Board of Directors for any cause whatsoever;
provided, however, that if such termination occurs during the Term and is for any cause other than any more particularly
described in Sections F.2. or F.3. hereof, Executive shall receive severance payment in an amount equal to twelve (12) months
of his then current annual salary, payable in installments on the normal payroll dates of the Bank, in full and complete
satisfaction of any and all rights which Executive may enjoy hereunder other than the right, if any, to exercise any of the Awards
vested prior to such termination. In order to qualify for the severance benefit, Executive must execute a general release in favor
of the Bank and its officers, directors, employees, shareholders, attorneys, agents and all other related parties.
2. Disability or Death. Upon Executive’s physical or mental disability to continue his duties hereunder as the
Chief Credit Officer of the Bank; provided, however, that if such termination occurs as a result of such disability, Executive
shall receive severance payment in an amount equal to three (3) months of the annual base salary in effect hereunder at the date
of such termination in full and complete satisfaction of any and all rights which Executive might enjoy hereunder other than
the right, if any, to exercise any of the Awards vested prior to such termination, less any payments received from any Bank
provided benefit, including worker’s compensation, FICA or disability insurance. For purposes of this Agreement, physical or
mental disability shall be defined as Executive being unable to fully perform under this Agreement for a continuous period of
90 days, and reasonably accommodate for that disability as required by the Americans with Disability Act of 1990.
Upon Executive’s death; provided, however, Executive’s estate shall receive the payment in an amount
equal to three (3) months of the annual base salary in effect hereunder at the date of such termination in full and complete
satisfaction of any and all rights which Executive might enjoy hereunder other than the right, if any, to exercise any of the
Awards vested prior to such termination.
3. For Cause. The Bank may terminate immediately this Agreement without any further obligation or liability
whatsoever to Executive, if:
hereunder; or
(a) Executive engages in misconduct or is negligent in the performance of his material duties
pleads guilty or nolo contendere to any misdemeanor involving moral turpitude; or
(b) Executive is convicted of or pleads guilty or nolo contendere to any felony, or is convicted of or
(c) Bank is required to remove or replace Executive by formal order or formal or informal
instruction, including a requested consent order or agreement, from the DFI or Federal Deposit Insurance Corporation (“FDIC”)
or any other regulatory authority having jurisdiction; or
(d) Executive has failed to perform or habitually neglected Executive’s duties; or
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(e) Executive has failed to follow any valid and legal written policy of the Board of Directors, any
resolutions of the Board adopted at a duly called meeting or any instructions from the Board of Directors or President and Chief
Executive Officer; or
FDIC, a Section 8(b) Order from the FDIC, or a Section 1912 or 1913 Order from the DFI; or
(f) Due to Executive’s lack of care or negligence, the Bank receives a Section 8(a) Order from the
(g) Executive's engagement in dishonesty, illegal conduct or gross misconduct; or
(h) Executive's willful unauthorized disclosure of Confidential Information (as defined below); or
(i) Executive's breach of any obligation under this Agreement or any other written agreement
between the Executive and the Company; or
be in effect from time to time during the Employment Term, if such failure causes material harm to the Company.
(j) any failure by the Executive to comply with the Company's written policies or rules, as they may
Any termination under this paragraph F.3 shall not prejudice any remedy which Bank may otherwise have at
law, in equity, or under this Agreement.
4. Change of Control
(a) Except for termination for Cause (pursuant to Section F.3 hereof), disability or death (pursuant
to Section F.2 hereof), after the occurrence of a Change in Control (as defined below) and in no other event, if Executive’s
employment with the Bank is materially adversely altered or Executive is not retained by the Bank or the surviving bank or
company, Executive shall be entitled to receive severance payment in the amount equal to six (6) months of Executive’s then
current annual salary. Such payment shall terminate this Agreement in all respects, but shall not prohibit Executive from
continuing as an employee under a new agreement with the Bank or a successor bank.
A material adverse alteration in employee status would mean (i) a material breach by the Bank of
its obligations under this Agreement, (ii) a change in Executive’s status or position or responsibilities as Chief Credit Officer
of the Bank which represents a demotion from his status, title, position and responsibilities, or the assignment to him of any
significant duties which are inconsistent with such status, title or position, or (iii) a reduction by the Bank in his base annual
salary, or (iv) requiring him to be based anywhere other than the greater Los Angeles area.
The Executive cannot terminate his employment for a material adverse alteration in employee status unless he
has provided written notice to the Company of the existence of the circumstances providing grounds for termination for Good
Reason within thirty (30) days of the initial existence or occurrence of such grounds and the Company has had at least (30)
days from the date on which such notice is provided to cure such circumstances. If the Executive does not terminate his
employment for Good Reason within seventy-five (75) days after the first occurrence of the applicable grounds, then the
Executive will be deemed to have waived his right to terminate for Good Reason with respect to such grounds.
of the following paragraphs shall have been satisfied:
(b) A “Change in Control” shall be deemed to have occurred if the conditions set forth in any one
(i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange
Act of 1934 (the “Exchange Act”) (other than the Bank; any trustee or other fiduciary holding securities under an employee
benefit plan of the Bank; any entity owned, directly or indirectly, by the stockholders of the Bank in substantially the same
proportions as their ownership of the stock of the Bank) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under
the Exchange Act), directly or indirectly, of securities of the Bank (not including in the securities beneficially owned by such
Person any securities acquired directly from the Bank or its affiliates) representing 25% or more of the combined voting power
of the Bank’s then outstanding securities; or
(ii) the stockholders of the Bank approve a merger or consolidation of the Bank with any other
corporation, other than (A) a merger or consolidation which would result in the voting securities of the Bank outstanding
immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities
of the surviving entity), in combination with the ownership of any trustee or other fiduciary holding securities under an
employee benefit plan of the Bank, at least 75% of the combined voting power of the voting securities of the Bank or such
surviving entity outstanding immediately after such merger or consolidation, or (B) a merger or consolidation effected to
implement a recapitalization of the Bank (or similar transaction) in which no person acquires more than 50% of the combined
voting power of the Bank’s then outstanding securities; or
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agreement for the sale or disposition by the Bank of all or substantially all the Bank’s assets.
(iii) the stockholders of the Bank approve a plan of complete liquidation of the Bank or an
Notwithstanding the foregoing, a Change in Control shall not include (A) any event, circumstances or
transaction that results from the action of any entity or group that includes, is affiliated with, or is wholly or partly controlled
by Executive (e.g., a management-led buyout), or (B) the repurchase by the Bank or the redemption directly or indirectly, of
securities of the Bank representing 50% or more of the combined voting power of the Bank’s then outstanding securities.
The Executive cannot terminate his employment for a material adverse alteration in employee status unless he
has provided written notice to the Company of the existence of the circumstances providing grounds for termination for Good
Reason within thirty (30) days of the initial existence or occurrence of such grounds and the Company has had at least (30)
days from the date on which such notice is provided to cure such circumstances. If the Executive does not terminate his
employment for Good Reason within seventy-five (75) days after the first occurrence of the applicable grounds, then the
Executive will be deemed to have waived his right to terminate for Good Reason with respect to such grounds.
5. Release. As a condition to Executive receiving any payments pursuant to Sections F.1, F.2, and F.4 hereof,
Executive will execute and deliver a general release to the Bank, releasing the Bank, its employees, officers, directors,
stockholders and agents, and each person who controls any of them within the meaning of Section 15 of the Securities Act of
1933, as amended, from any and all claims (other than claims with respect to payments pursuant to such Sections) from the
beginning of time to the date of termination.
6. Supervisory Matters.
(a) If the Executive is suspended and/or temporarily prohibited from participating in the conduct of the Bank's
or the Bancorp’s affairs by notice served under Section 8(e)(3) or 8(g)(1) of the Federal Deposit Insurance Act (12 U.S.C.
Section 1818(e)(3) and (g)(1)), the obligations of the Company under this Agreement shall be suspended as of the date of
service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Company may, in its discretion:
(i) pay the Executive all or part of the compensation withheld while its obligations under this Agreement were suspended; and
(ii) reinstate (in whole or in part) any of its obligations which were suspended. If the Executive is removed and/or permanently
prohibited from participating in the conduct of the Bank’s or the Bancorp’s affairs by an order issued under Section 8(e) (3) or
8(g)(1) of the Federal Deposit Insurance Act (12 U.S.C. Section 1818(e)(3) or (g)(1)), all obligations of the Company under
this Agreement shall terminate as of the effective date of the order, but vested rights of the parties shall not be affected. If the
Company is in default (as defined in Section 3(x)(1) of the Federal Deposit Insurance Act (12 U.S.C. Section 1813(x)(1)), all
obligations under this Agreement shall terminate as of the date of default, but vested rights of the parties shall not be affected.
All obligations under this Agreement shall be terminated, except to the extent that it is determined that continuation of the
Agreement is necessary for the continued operation of the Company; (i) by the Federal Deposit Insurance Corporation at the
time that the Federal Deposit Insurance Corporation enters into an agreement to provide assistance to or on behalf of the Bank
under the authority contained in Section 11 of the Federal Deposit Insurance Act (12 U.S.C. Section 1821); or (ii) by the Federal
Deposit Insurance Corporation or the Federal Reserve Board, at the time that the Federal Deposit Insurance Corporation or the
Federal Reserve Board approves a supervisory merger to resolve problems related to the operation of the Bancorp or when the
Company is in an unsafe or unsound condition. All rights of the parties that have already vested, however, shall not be affected
by such action.
Notwithstanding anything to the contrary contained herein, the obligation to make payment of any severance
benefits as provided herein (including without limitation, any payment contemplated under Section F.4), is conditioned upon
(i) the Company and/or Bank obtaining any necessary approval from the Board of Governors of the Federal Reserve System
and/or the Federal Deposit Insurance Corporation, and (ii) compliance with applicable law, including 12 C.F.R. Part 359. In
addition, the Executive covenants and agrees that the Company and its successors and assigns shall have the right to demand
the return of any "golden parachute payments" (as defined in 12 C.F.R. Part 359) in the event that any of them obtain
information indicating that the Executive committed, is substantially responsible for, or has violated, the respective acts or
omissions, conditions, or offenses contained in 12 C.F.R. § 359.4(a)(4), and the Executive shall promptly return any such
"golden parachute payment" upon such demand.
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(7) Section 280G.
(i) If any of the payments or benefits received or to be received by the Executive (including, without limitation,
any payment or benefits received in connection with a Change in Control or the Executive’s termination of employment,
whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement, or otherwise) (all such payments
collectively referred to herein as the “280G Payments”) constitute “parachute payments” within the meaning of Section 280G
of the Code and would, but for this Section F.(7), be subject to the excise tax imposed under Section 4999 of the Code (the
“Excise Tax”), then such 280G Payments shall be reduced (by the minimum possible amounts) in a manner determined by the
Company that is consistent with the requirements of Section 409A, until no amount payable to the Executive will be subject to
the Excise Tax. If two economically equivalent amounts are subject to reduction but are payable at different times, the amounts
shall be reduced (but not below zero) on a pro rata basis.
(ii) All calculations and determinations under this Section F.(7) shall be made by an independent accounting
firm or independent tax counsel appointed by the Company (the “Tax Counsel”) whose determinations shall be conclusive and
binding on the Company and the Executive for all purposes. For purposes of making the calculations and determinations
required by this Section F.(7), the Tax Counsel may rely on reasonable, good faith assumptions and approximations concerning
the application of Section 280G and Section 4999 of the Code. The Company and the Executive shall furnish the Tax Counsel
with such information and documents as the Tax Counsel may reasonably request in order to make its determinations under
this
Section F.(7). The Company shall bear all costs the Tax Counsel may reasonably incur in connection with its services.
G. Confidential Information Defined.
(a) Definition.
For purposes of this Agreement, "Confidential Information" includes, but is not limited to, all information
not generally known to the public, in spoken, printed, electronic or any other form or medium, relating directly or indirectly to:
business processes, practices, methods, policies, plans, documents, operations, services, strategies, agreements, contracts, terms
of agreements, transactions, potential transactions, negotiations, trade secrets, policy manuals, records, vendor information,
financial information, results, accounting records, legal information, marketing information, pricing information, credit
information, payroll information, staffing information, personnel information, employee lists, supplier lists, vendor lists,
reports, internal controls, security procedures, market studies, sales information, revenue, costs, notes, communications,
product plans, ideas, customer information, customer lists, of the Company or its businesses or any existing or prospective
customer, supplier, investor or other associated third party, or of any other person or entity that has entrusted information to
the Company in confidence.
The Executive understands that the above list is not exhaustive, and that Confidential Information also
includes other information that is marked or otherwise identified as confidential or proprietary, or that would otherwise appear
to a reasonable person to be confidential or proprietary in the context and circumstances in which the information is known or
used.
The Executive understands and agrees that Confidential Information includes information developed by
him in the course of his employment by the Company as if the Company furnished the same Confidential Information to the
Executive in the first instance. Confidential Information shall not include information that: (i) is generally available to and
known by the public at the time of disclosure to the Executive; provided that, such disclosure is through no direct or indirect
fault of the Executive or person(s) acting on the Executive's behalf; (ii) becomes available on a non-confidential basis from a
source other than a party to this Agreement or a representative of a party to this Agreement, provided that such source is not
bound by a confidentiality agreement with a party or otherwise prohibited from transmitting the information by a contractual,
legal or fiduciary obligation, (iii) is disclosed in accordance with an order of a court of competent jurisdiction or applicable
law.
(b) Company Creation and Use of Confidential Information.
The Executive understands and acknowledges that the Company has invested, and continues to invest,
substantial time, money and specialized knowledge into developing its resources, creating a customer base, generating customer
and potential customer lists, training its employees, and improving its product offerings in the field of financial services. The
Executive understands and acknowledges that as a result of these efforts, the Company has created, and continues to use and
create Confidential Information. This Confidential Information provides the Company with a competitive advantage over
others in the marketplace.
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(c) Disclosure and Use Restrictions.
The Executive agrees and covenants: (i) to treat all Confidential Information as strictly confidential; (ii)
not to directly or indirectly disclose, publish, communicate or make available Confidential Information, or allow it to be
disclosed, published, communicated or made available, in whole or part, to any entity or person whatsoever (including other
employees of the Company) not having a need to know and authority to know and use the Confidential Information in
connection with the business of the Company and, in any event, not to anyone outside of the direct employ of the Company
except as required in the performance of the Executive's authorized employment duties to the Company in each instance (and
then, such disclosure shall be made only within the limits and to the extent of such duties; and (iii) not to access or use any
Confidential Information, and not to copy any documents, records, files, media or other resources containing any Confidential
Information, or remove any such documents, records, files, media or other resources from the premises or control of the
Company, except as required in the performance of the Executive's authorized employment duties to the Company acting on
behalf of the Company in each instance (and then, such disclosure shall be made only within the limits and to the extent of such
duties). Nothing herein shall be construed to prevent disclosure of Confidential Information as may be required by applicable
law or regulation, or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency,
provided that the disclosure does not exceed the extent of disclosure required by such law, regulation or order. The Executive
shall promptly provide written notice of any such order to the Company’s General Counsel.
The Executive understands and acknowledges that her obligations under this Agreement with regard to
any particular Confidential Information shall commence immediately upon the Executive first having access to such
Confidential Information (whether before or after he began employment by the Company) and shall continue during and after
his employment by the Company until such time as such Confidential Information has become public knowledge other than as
a result of the Executive's breach of this Agreement or breach by those acting in concert with the Executive or on the Executive's
behalf.
H. Security.
(a) Security and Access. The Executive agrees and covenants (a) to comply with all Company security policies
and procedures as in force from time to time including, without limitation, those regarding computer equipment, telephone
systems, voicemail systems, facilities access, monitoring, key cards, access codes, Company intranet, internet, social media
and instant messaging systems, computer systems, e-mail systems, computer networks, document storage systems, software,
data security, encryption, firewalls, and passwords ("Facilities Information Technology and Access Resources"); (b) not to
access or use any Facilities Information Technology and Access Resources except as authorized by the Company; and (iii) not
to access or use any Facilities Information Technology and Access Resources in any manner after the termination of the
Executive's employment by the Company, whether termination is voluntary or involuntary. The Executive agrees to notify the
Company promptly in the event she learns of any violation of the foregoing by others, or of any other misappropriation or
unauthorized access, use, reproduction or reverse engineering of, or tampering with any Facilities Information Technology and
Access Resources or other Company property or materials by others.
(b) Exit Obligations. Upon (a) voluntary or involuntary termination of the Executive's employment or (b) the
Company's request at any time during the Executive's employment, the Executive shall (i) provide or return to the Company
any and all Company property, including keys, key cards, access cards, identification cards, security devices, employer credit
cards, network access devices, computers, cell phones, smartphones, PDAs, pagers, fax machines, equipment, manuals, reports,
files, books, compilations, e-mail messages, recordings, disks, thumb drives or other removable information storage devices,
hard drives, data and all Company documents and materials belonging to the Company and stored in any fashion, including but
not limited to those that constitute or contain any Confidential Information, that are in the possession or control of the Executive,
whether they were provided to the Executive by the Company or any of its business associates or created by the Executive in
connection with her employment by the Company; and (ii) delete or destroy all copies of any such documents and materials
not returned to the Company that remain in the Executive's possession or control, including those stored on any non-Company
devices, networks, storage locations and media in the Executive's possession or control.
I. Publicity. The Executive hereby irrevocably consents to any and all uses and displays, by the Company and its
agents, representatives and licensees, of the Executive's name, voice, likeness, image, appearance and biographical information
in, on or in connection with any pictures, photographs, audio and video recordings, digital images, websites, television programs
and advertising, other advertising and publicity, sales and marketing brochures, books, magazines, other publications, CDs,
DVDs, tapes and all other printed and electronic forms and media throughout the world, at any time during or after the period
of her employment by the Company, for all legitimate commercial and business purposes of the Company ("Permitted Uses")
without further consent from or royalty, payment or other compensation to the Executive. The Executive hereby forever waives
and releases the Company and its directors, officers, employees and agents from any and all claims, actions, damages, losses,
costs, expenses and liability of any kind, arising under any legal or equitable theory whatsoever at any time during or after the
period of her employment by the Company, arising directly or indirectly from the Company’s and its agents', representatives'
and licensees' exercise of their rights in connection with any Permitted Uses.
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J. GENERAL PROVISIONS
1. Trade Secrets. During the Term, Executive will have access to and become acquainted with what Executive
and the Bank acknowledge are trade secrets, to wit, knowledge or data concerning the Bank, including its operations and
business, and the identity of customers of the Bank, including knowledge of their financial conditions their financial needs, as
well as their methods of doing business. Executive shall not disclose any of the aforesaid trade secrets, directly or indirectly,
or use them in any way, except as required in the course of Executive’s employment with the Bank.
2. Covenant Not to Solicit Customers or Fellow Employees. If the Bank or the Executive terminates this
Agreement for any reason, Executive agrees that for the period provided for severance payments in accordance with certain
terminations pursuant to Article F hereof, Executive shall not solicit the banking business of any customer with whom the Bank
or a subsidiary bank has done business during the preceding one-year period within a 50 mile radius of the City of Los Angeles,
California. Executive further agrees not to solicit the services of any officer or employee of the Bank during such period.
The covenants contained in this Section J.2 shall be considered as a series of separate covenants, one for each
political subdivision of California, and one for each entity or individual with respect to whom solicitation is prohibited. Except
as provided in the previous sentence, each such separate covenant shall be deemed identical in terms to the covenant contained
in this Section J.2. If in any judicial proceeding a court refuses to enforce any of such separate covenants (or any part thereof),
then such unenforceable covenant (or such part) shall be eliminated from this Agreement to the extent necessary to permit the
remaining separate covenants (or portions thereof) to be enforced. In the event that a provision of this Section J.2 or any such
separate covenant or portion thereof, is determined to exceed the time, geographic or scope limitations permitted by applicable
law, then such provision shall be reformed to the maximum time, geographic or scope limitations, as the case may be, permitted
by applicable law. Executive hereby consents, to the extent Executive may lawfully do so, to the judicial modification of this
Agreement as described in this Section J.2.
In the event of a merger, where Bank is not the surviving corporation, or in the event of a consolidation, in the
event of a transfer of all or substantially all of the assets of Bank, or in the event that the majority of the Bank’s Board of
Directors, as it exists as of the date of this Agreement, does not have control, the Executive shall be unconditionally released
from all of his duties and obligations under this paragraph.
3. Indemnification. To the extent permitted by law, applicable statutes, the Bylaws or resolutions of the Bank
in effect from time to time, the Bank shall indemnify Executive against liability or loss arising out of Executive’s actual or
asserted misfeasance or nonfeasance in the performance of Executive’s duties or out of any actual or asserted wrongful act
against, or by, the Bank including but not limited to judgments, fines, settlements and advancement of expenses incurred in the
defense of actions, proceedings and appeals therefrom. The Bank shall endeavor to obtain Directors and Officers Liability
Insurance to indemnify and insure the Bank and Executive from and against the aforesaid liabilities. The provisions of this
paragraph shall apply to the estate, executor, administrator, heirs, legatees or devisees of Executive.
4. Return of Documents. Executive expressly agrees that all manuals, documents, files, reports, studies,
instruments or other materials used and/or developed by Executive during the Term are solely the property of the Bank, and
that Executive has no right, title or interest therein. Upon termination of this Agreement, Executive or Executive’s
representative shall promptly deliver possession of all of said property to the Bank in good condition.
5. Notices. Any notice, request, demand or other communication required or permitted hereunder shall be
deemed to be properly given when personally served in writing, when deposited in the United States mail, postage prepaid, or
when communicated to a public telegraph address appearing at the beginning of this Agreement. Either party may change its
address by written notice in accordance with this paragraph.
6. California Law. This Agreement is to be governed by and construed under the laws of the State of California.
7. Captions and Paragraph Headings. Captions and paragraph headings used herein are for convenience only
and are not a part of this Agreement and shall not be used in construing it.
8. Invalid Provisions. Should any provision of this Agreement for any reason be declared invalid, the validity
and binding effect of any remaining portion shall not be affected, and the remaining portions of this Agreement shall remain in
full force and effect as if this Agreement had been executed with said provision eliminated.
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9. Entire Agreement. This Agreement contains the entire agreement of the parties. It supersedes any and all
other agreements, either oral or in writing, between the parties hereto with respect to the employment of Executive by the Bank.
Each party to this Agreement acknowledges that no representations, inducements, promises, or agreements, oral or otherwise,
have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other
agreement, statement, or promise not contained in this Agreement shall be valid or binding. This Agreement may not be
modified or amended by oral agreement, but only by an agreement in writing signed by the Bank and Executive.
10. Receipt of Agreement. Each of the parties hereto acknowledges that it or he has read this Agreement in its
entirety and does hereby acknowledge receipt of a fully executed copy thereof. A fully executed copy shall be an original for
all purposes, and is a duplicate original.
11. Resolution of Disputes; Arbitration. In the event of any dispute, claim or controversy between the Executive
and the Bank (or its directors, officers, employees or agents) arising out of this Agreement or the Executive’s employment with
the Bank, both Parties agree to submit such dispute, claim or controversy to final and binding arbitration under the Federal
Arbitration Act, in conformity with the procedures of the California Arbitration Act (Cal. Code Civ. Proc. sec. 1280 et seq. ...).
The arbitration will be conducted before the American Arbitration Association (“AAA”) in accordance with the AAA
Employment Arbitration Rules and Mediation Procedures. These rules are available at the AAA web site at: http://www.adr.org.
The claims governed by this arbitration provision include, but are not limited to, claims for wages and other compensation,
claims for breach of contract (express or implied), claims for violation of public policy, wrongful termination, wrongful
demotion, tort claims, claims for fraud and misrepresentation, claims for unlawful discrimination, harassment, and/or retaliation
to the extent allowed by law, and claims for violation of any federal, state, or other government law, statute, regulation, or
ordinance. The claims which are to be arbitrated under this agreement include claims under Title VII of the Civil Rights Act of
1964, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the California Fair Employment and
Housing Act and the California Labor Code.
(a) The arbitration shall be conducted by a single arbitrator selected either by mutual agreement of
the Executive and the Bank or, if they cannot agree, from an odd-numbered list of experienced employment law arbitrators
provided by the AAA. Each Party shall strike one arbitrator from the list alternately until only one arbitrator remains.
(b) Each Party shall have the right to conduct reasonable discovery, as determined by the arbitrator.
(c) The arbitrator shall have all powers conferred by law and a judgment may be entered on the
award by a court of law having jurisdiction. The arbitrator shall render a written arbitration award that contains the essential
findings and conclusions on which the award is based. The award and judgment shall be binding and final on both Parties,
subject to such review as is authorized by law.
(d) Either Party may bring an action to confirm the arbitration award in a court of competent
jurisdiction. To the maximum extent permitted by law, the decision of the arbitrator shall be final and binding on the Parties to
this Agreement and shall be subject to judicial review only to the extent provided by law.
(e) The Parties shall share equally the costs of the arbitrator and the arbitration forum unless a
different fee payment arrangement is otherwise required by applicable law to preserve the enforceability of this arbitration
provision. Employer will pay the costs of the arbitrator and the arbitration forum to the extent required by applicable law to
preserve the enforceability of this arbitration provision.
(f) In the event litigation, mediation, or arbitration is commenced to enforce or construe any of the
provisions of this Agreement, to recover damages for breach of any of the provisions of this Agreement, or to obtain declaratory
relief in connection with any of the provisions of this Agreement, the prevailing Party shall, to the extent permitted by law
without impairing the enforceability of the arbitration provision hereinabove, be entitled to recover reasonable attorneys’ fees
and costs. In the event this Agreement is asserted, in any litigation, mediation, or arbitration, as a defense to any liability,
claims, demands, actions, causes of action, or rights herein released or discharged, the prevailing Party on the issue of that
defense shall, to the extent permitted by law without impairing the enforceability of the arbitration provision hereinabove, be
entitled to recover reasonable attorneys’ fees and costs.
to a civil trial in a court of law and their right to a trial by jury.
(g) The Executive and the Bank understand that by signing this Agreement, they give up their right
(h) This agreement to arbitrate does not apply to disputes or claims related to workers’ compensation
benefits, disputes or claims related to unemployment insurance benefits, unfair labor practice charges under the National Labor
Relations Act, or disputes or claims that are expressly excluded from arbitration by statute or are expressly required to be
arbitrated under a different procedure pursuant to an employee benefit plan.
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(i) This agreement to arbitrate does not prevent Executive from filing a charge or complaint with
the California Department of Fair Employment and Housing, or the U.S. Equal Opportunity Commission. It also does not
prevent Executive from participating in any investigation or proceeding conducted by an agency. However, if one of these
agencies issues a right to sue notice, binding arbitration under this agreement will be Executive’s sole remedy.
any employment-related disputes.
(j) This agreement to arbitrate shall continue during the Employment Period and thereafter regarding
12. Section 409A. This Agreement is intended to comply with Section 409A or an exemption thereunder and
shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement,
payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A
or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation
pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the
maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be
treated as a separate payment. For purposes of determining the timing of any payments to be made under this Agreement by
reference to Executive’s termination of employment, “termination” and “termination of employment” shall refer to Executive’s
"separation from service" as defined for purposes of Section 409A. Notwithstanding the foregoing, the Company makes no
representations that the payments and benefits provided under this Agreement comply with Section 409A and in no event shall
the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the
Executive on account of non-compliance with Section 409A.
Notwithstanding any other provision of this Agreement, if any payment or benefit provided to the Executive in
connection with her termination of employment is determined to constitute "nonqualified deferred compensation" within the
meaning of Section 409A and the Executive is determined to be a "specified employee" as defined in Section 409A(a)(2)(b)(i),
then such payment or benefit shall be paid on the first payroll date to occur following the six-month anniversary of the
Termination Date (the "Specified Employee Payment Date"). The aggregate of any payments that would otherwise have been
paid before the Specified Employee Payment Date shall be paid to the Executive in a lump sum on the Specified Employee
Payment Date and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule.
IN WITNESS WHEREOF, the Bank has caused this Agreement to be executed by its duly authorized officer
or representative and Executive has executed this Agreement to be effective as of the day and year first written above.
ROYAL BUSINESS BANK
/s/ Yee Phone (Alan) Thian
Yee Phong (Alan) Thian
Chairman of the Board
By: /s/ Pei-Chin (Peggy) Huang
Pei-Chin (Peggy) Huang,
Secretary
RBB BANCORP
/s/ Yee Phong (Alan) Thian
By: Yee Phong (Alan) Thian,
Chairman of the Board
/s/ Pei-Chin (Peggy) Huang
By: Pei-Chin (Peggy) Huang,
Secretary
EXECUTIVE
/s/ Jeffrey Yeh
Jeffrey Yeh
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Jeffrey Yeh
RBB BANCORP
AWARD AGREEMENT FOR EMPLOYEES – RESTRICTED STOCK UNITS
UNDER THE 2017 OMNIBUS STOCK INCENTIVE PLAN
Exhibit 10.20
THIS AWARD AGREEMENT FOR EMPLOYEES – RESTRICTED STOCK UNITS (this “Agreement”), dated as of
_______________, is between RBB Bancorp, a California corporation (the “Company”), and the individual identified on the
signature page hereof (the “Participant”).
A. The Participant is currently an employee of the Company or one of its Subsidiaries.
BACKGROUND
B. The Company desires to (i) provide the Participant with an incentive to remain in the employ of the Company or one
of its Subsidiaries, and (ii) increase the Participant’s interest in the success of the Company by granting restricted stock units
(the “Restricted Stock Units”) to the Participant.
C. The grant of the Restricted Stock Units is (i) made pursuant to the RBB Bancorp Amended and Restated 2017 Omnibus
Stock Incentive Plan (the “Plan”), (ii) made subject to the terms and conditions of this Agreement, and (iii) not employment
compensation nor an employment right and is made in the discretion of the Company’s Compensation Committee.
NOW, THEREFORE, in consideration of the covenants and agreements contained in this Agreement, the parties hereto,
intending to be legally bound, agree as follows:
1. Definitions; Incorporation of Plan Terms. Capitalized terms used in this Agreement without definition shall have the
meanings assigned to them in the Plan. This Agreement and the Restricted Stock Units shall be subject to the Plan. The terms
of the Plan are incorporated into this Agreement by reference. If there is a conflict or an inconsistency between the Plan and
this Agreement, the Plan shall govern. The Participant hereby acknowledges receipt of a copy of the Plan.
2. Grant of Restricted Stock Units.
(a) Subject to the provisions of this Agreement and pursuant to the provisions of the Plan, the Company hereby
grants to the Participant the number of Restricted Stock Units specified on the signature page of this Agreement. The Company
shall credit to a bookkeeping account (the “Account”) maintained by the Company, or a third party on behalf of the Company,
for the Participant’s benefit the Restricted Stock Units, each of which shall be deemed to be the equivalent of one share of the
Company’s common stock, no par value per share (each, a “Share”).
(b) If and whenever any cash dividends are declared on the Shares, on the date such dividend is paid, the Company
will credit to the Account a number of additional Restricted Stock Units equal to the result of dividing (i) the product of the
total number of Restricted Stock Units credited to the Account on the record date for such dividend (other than previously
settled or forfeited Restricted Stock Units) times the per Share amount of such dividend, by (ii) the Fair Market Value of one
Share on the record date for such dividend. The additional Restricted Stock Units shall be or become vested to the same extent
as the Restricted Stock Units that resulted in the crediting of such additional Restricted Stock Units.
(c) If and whenever the Company declares and pays a dividend or distribution on the Shares in the form of additional
shares, or there occurs a forward split of Shares, then a number of additional Restricted Units shall be credited to the Account
as of the payment date for such dividend or distribution or forward split equal to (i) the total number of Restricted Stock Units
credited to the Account on the record date for such dividend or distribution or split (other than previously settled or forfeited
Restricted Stock Units), multiplied by (ii) the number of additional Shares actually paid as a dividend or distribution or issued
in such split in respect of each outstanding Share. The additional Restricted Stock Units shall be or become vested to the same
extent as the Restricted Stock Units that resulted in the crediting of such additional Restricted Stock Units.
3. Terms and Conditions. All of the Restricted Stock Units shall initially be unvested.
(a) Vesting. ___________ percent (__%) of the Restricted Stock Units (rounded up to the nearest whole number)
shall vest on the first anniversary of the date of this Agreement and on each of the next _______ (_) successive anniversaries
thereof unless previously vested or forfeited in accordance with the Plan or this Agreement (the “Normal Vesting Schedule”).
not satisfied shall be forfeited, subject to the special provisions set forth in subsections (ii) through (iv) of this Section 3(a).
(i) Any Restricted Stock Units that fail to vest because the employment condition set forth in Section 3(c) is
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(ii) If the Participant’s employment terminates due to death or Permanent Disability, or in the event of a Change
in Control where the holders of the Company’s Common Stock receive cash consideration for their Common Stock in
consummation of the Change in Control, Restricted Stock Units not previously vested shall immediately become vested.
(iii) If-on or within two years after a Change in Control (other than a Change in Control described in
Section 3(a)(ii) above), the Participant terminates employment for Good Reason, or is terminated by the Company without
Cause, Restricted Stock Units not previously vested shall immediately become vested.
(iv) In the event of the Participant’s resignation or termination of employment (other than for Cause) (a
“Retirement”), unless the Board determines otherwise, Restricted Stock Units not previously vested shall immediately become
vested and transferred to such Participant. To the extent the Participant’s Retirement date and vesting date under this
Section 3(a)(iv) are in different tax years, any amount payable under this subsection shall constitute the payment of nonqualified
deferred compensation, subject to the requirements of Code Section 409A.
(b) Restrictions on Transfer. Until the earlier of the applicable vesting date under the Normal Vesting Schedule, the
date of a termination of employment due to death or Permanent Disability, the date of a Change in Control described in
Section 3(a)(ii), or the date of a termination of employment on or within two years after a Change in Control described in
Section 3(a)(iii), or as otherwise provided in the Plan, no transfer of the Restricted Stock Units or any of the Participant’s rights
with respect to the Restricted Stock Units, whether voluntary or involuntary, by operation of law or otherwise, shall be
permitted. Unless the Company’s Compensation Committee determines otherwise, upon any attempt to transfer any Restricted
Stock Units or any rights in respect of the Restricted Stock Units before the earlier of the applicable vesting date under the
Normal Vesting Schedule, the date of a termination of employment due to death or Permanent Disability, the date of a Change
in Control described in Section 3(a)(ii), or the date of a termination of employment on or within two years after a Change in
Control described in Section 3(a)(iii), such unit, and all of the rights related to such unit, shall be immediately forfeited by the
Participant and transferred to, and reacquired by, the Company without consideration of any kind.
(c) Forfeiture. Upon termination of the Participant’s employment with the Company or a Subsidiary for any reason
other than death, Permanent Disability or one of the reasons set forth in Sections 3(a)(iii) and (iv), the Participant shall forfeit
any and all Restricted Stock Units which have not vested as of the date of such termination and such units shall revert to the
Company without consideration of any kind.
(d) Settlement. Restricted Stock Units not previously forfeited shall be settled on the earlier of the applicable vesting
date under the Normal Vesting Schedule, the date of a termination of employment due to death or Permanent Disability, the
date of a Change in Control described in Section 3(a)(ii), or the date of a termination of employment on or within two years
after a Change in Control described in Section 3(a)(iii) by delivery of one share of common stock for each Restricted Stock
Unit being settled.
4. Confidentiality; Specific Performance.
(a) The Participant agrees with the Company that the Participant will not at any time, except in performance of the
Participant’s obligations to the Company hereunder or with the prior written consent of the Company, directly or indirectly,
reveal to any person, entity, or other organization (other than the Company, or its employees, officers, directors, stockholders,
or agents) or use for the Participant’s own benefit any information deemed to be confidential by the Company or any of its
Affiliates (“Confidential Information”) relating to the assets, liabilities, employees, goodwill, business, or affairs of the
Company or any of its Affiliates, including, without limitation, any information concerning past, present, or prospective
customers, manufacturing processes, marketing, operating, or financial data, or other confidential information used by, or useful
to, the Company or any of its Affiliates and known (whether or not known with the knowledge and permission of the Company
or any of its Affiliates and whether or not at any time prior to the Date of Grant developed, devised, or otherwise created in
whole or in part by the efforts of the Participant) to the Participant by reason of the Participant’s employment with, equity
holdings in, or other association with the Company or any of its Affiliates. The Participant further agrees that the Participant
will retain all copies and extracts of any written Confidential Information acquired or developed by the Participant during any
such employment, equity holding, or association in trust for the sole benefit of the Company, its Affiliates, and their successors
and assigns. The Participant further agrees that the Participant will not, without the prior written consent of the Company,
remove or take from the Company’s or any of its Affiliate’s premises (or if previously removed or taken, the Participant will
promptly return) any written Confidential Information or any copies or extracts thereof. Upon the request and at the expense
of the Company, the Participant shall promptly make all disclosures, execute all instruments and papers, and perform all acts
reasonably necessary to vest and confirm in the Company and its Affiliates, fully and completely, all rights created or
contemplated by this Section 6. The term “Confidential Information” shall not include information that is or becomes generally
available to the public other than as a result of a disclosure by, or at the direction of, the Participant.
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(b) The Participant agrees that upon termination of the Participant’s employment with the Company or any
Subsidiary for any reason, the Participant will return to the Company immediately all memoranda, books, papers, plans,
information, letters and other data, and all copies thereof or therefrom, in any way evidencing (in whole or in part) Confidential
Information relating to the business of the Company and its Subsidiaries and Affiliates. The Participant further agrees that the
Participant will not retain or use for the Participant’s account at any time any trade names, trademark, or other proprietary
business designation used or owned in connection with the business of the Company or its Subsidiaries or Affiliates.
(c) The Participant acknowledges and agrees that the Company’s remedies at law for a breach or threatened breach
of any of the provisions of this Section 4, would be inadequate and, in recognition of this fact, the Participant agrees that, in
the event of such a breach or threatened breach, in addition to any remedies at law, the Company, without posting any bond,
shall be entitled to obtain equitable relief in the form of specific performance, temporary restraining order, temporary or
permanent injunction, or any other equitable remedy which may then be available.
5. Taxes.
(a) Such Participant that is an employee shall pay to the Company or a designated Subsidiary, promptly upon request,
and in any event at the time the Participant recognizes taxable income with respect to the Restricted Stock Units, an amount
equal to the taxes the Company determines it is required to withhold under applicable tax laws with respect to the Restricted
Stock Units. The Participant may satisfy the foregoing requirement by making a payment to the Company in cash or, with the
approval of the Plan administrator, by delivering already owned unrestricted Shares or by having the Company withhold a
number of Shares in which the Participant would otherwise become vested under this Agreement, in each case, having a value
equal to the minimum amount of tax required to be withheld. Such Shares shall be valued at their fair market value on the date
as of which the amount of tax to be withheld is determined.
(b) The Participant acknowledges that the tax laws and regulations applicable to the Restricted Stock Units and the
disposition of the shares following the settlement of Restricted Stock Units are complex and subject to change.
6. Securities Laws Requirements. The Company shall not be obligated to transfer any shares following the settlement of
Restricted Stock Units to the Participant free of a restrictive legend if such transfer, in the opinion of counsel for the Company,
would violate the Securities Act of 1933, as amended (the “Securities Act”) (or any other federal or state statutes having similar
requirements as may be in effect at that time).
7. No Obligation to Register. The Company shall be under no obligation to register any shares as a result of the settlement
of the Restricted Stock Units pursuant to the Securities Act or any other federal or state securities laws.
8. Market Stand-Off. In connection with any underwritten public offering by the Company of its equity securities pursuant
to an effective registration statement filed under the Securities Act for such period as the Company or its underwriters may
request (such period not to exceed 180 days following the date of the applicable offering), the Participant shall not, directly or
indirectly, sell, make any short sale of, loan, hypothecate, pledge, offer, grant or sell any option or other contract for the purchase
of, purchase any option or other contract for the sale of, or otherwise dispose of or transfer, or agree to engage in any of the
foregoing transactions with respect to, any of the Restricted Stock Units granted under this Agreement or any shares resulting
the settlement thereof without the prior written consent of the Company or its underwriters.
9. Protections Against Violations of Agreement. No purported sale, assignment, mortgage, hypothecation, transfer,
pledge, encumbrance, gift, transfer in trust (voting or other) or other disposition of, or creation of a security interest in or lien
on, any of the Restricted Stock Units by any holder thereof in violation of the provisions of this Units Agreement or the Articles
of Incorporation or the Bylaws of the Company, will be valid, and the Company will not transfer any shares resulting from the
settlement of Restricted Stock Units on its books nor will any of such shares be entitled to vote, nor will any dividends be paid
thereon, unless and until there has been full compliance with such provisions to the satisfaction of the Company. The foregoing
restrictions are in addition to and not in lieu of any other remedies, legal or equitable, available to enforce such provisions.
10. Rights as a Stockholder. The Participant shall not possess the right to vote the shares underlying the Restricted Stock
Units until the Restricted Stock Units have settled in accordance with the provisions of this Agreement and the Plan.
11. Survival of Terms. This Agreement shall apply to and bind the Participant and the Company and their respective
permitted assignees and transferees, heirs, legatees, executors, administrators and legal successors. The terms of Sections 4, 5
and 6 shall expressly survive the forfeiture of the Restricted Stock Units and this Agreement.
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12. Notices. All notices and other communications provided for herein shall be in writing and shall be delivered by hand
or sent by certified or registered mail, return receipt requested, postage prepaid, addressed, if to the Participant, to the
Participant’s attention at the mailing address set forth at the foot of this Agreement (or to such other address as the Participant
shall have specified to the Company in writing) and, if to the Company, to the Company’s office at ______________________,
Attention: _______________ (or to such other address as the Company shall have specified to the Participant in writing). All
such notices shall be conclusively deemed to be received and shall be effective, if sent by hand delivery, upon receipt, or if sent
by registered or certified mail, on the fifth day after the day on which such notice is mailed.
13. Waiver. The waiver by either party of compliance with any provision of this Agreement by the other party shall not
operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by such party of a
provision of this Agreement.
14. Authority of the Administrator. The Plan Administrator, which is the Company’s Compensation Committee, shall
have full authority to interpret and construe the terms of the Plan and this Agreement. The determination of the administrator
as to any such matter of interpretation or construction shall be final, binding and conclusive.
15. Representations. The Participant has reviewed with his own tax advisors the applicable tax (U.S., foreign, state, and
local) consequences of the transactions contemplated by this Agreement. The Participant is relying solely on such advisors and
not on any statements or representations of the Company or any of its agents. The Participant understands that he (and not the
Company) shall be responsible for any tax liability that may arise as a result of the transactions contemplated by this Agreement.
16. Investment Representation. The Participant hereby represents and warrants to the Company that the Participant, by
reason of the Participant’s business or financial experience (or the business or financial experience of the Participant’s
professional advisors who are unaffiliated with and who are not compensated by the Company or any affiliate or selling agent
of the Company, directly or indirectly), has the capacity to protect the Participant’s own interests in connection with the
transactions contemplated under this Agreement.
17. Entire Agreement; Governing Law. This Agreement and the Plan and the other related agreements expressly referred
to herein set forth the entire agreement and understanding between the parties hereto and supersedes all prior agreements and
understandings relating to the subject matter hereof. This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original, but all such counterparts shall together constitute one and the same agreement. The
headings of sections and subsections herein are included solely for convenience of reference and shall not affect the meaning
of any of the provisions of this Agreement. This Agreement shall be governed by, and construed in accordance with, the laws
of the State of California.
18. Severability. Should any provision of this Agreement be held by a court of competent jurisdiction to be unenforceable,
or enforceable only if modified, such holding shall not affect the validity of the remainder of this Agreement, the balance of
which shall continue to be binding upon the parties hereto with any such modification (if any) to become a part hereof and
treated as though contained in this original Agreement. Moreover, if one or more of the provisions contained in this Agreement
shall for any reason be held to be excessively broad as to scope, activity, subject or otherwise so as to be unenforceable, in lieu
of severing such unenforceable provision, such provision or provisions shall be construed by the appropriate judicial body by
limiting or reducing it or them, so as to be enforceable to the maximum extent compatible with the applicable law as it shall
then appear, and such determination by such judicial body shall not affect the enforceability of such provisions or provisions
in any other jurisdiction.
19. Amendments; Construction. The Plan administrator may amend the terms of this Agreement prospectively or
retroactively at any time, but no such amendment shall impair the rights of the Participant hereunder without his or her consent.
To the extent the terms of Section 4 above conflict with any prior agreement between the parties related to such subject matter,
the terms of Section 4 shall supersede such conflicting terms and control. Headings to Sections of this Agreement are intended
for convenience of reference only, are not part of this Restricted Stock Units and shall have no affect on the interpretation
hereof.
20. Acceptance. The Participant hereby acknowledges receipt of a copy of the Plan and this Agreement. The Participant
has read and understand the terms and provision thereof, and accepts the shares of Restricted Stock Units subject to all the
terms and conditions of the Plan and this Agreement. The Participant hereby agrees to accept as binding, conclusive and final
all decisions or interpretations of the Administrator upon any questions arising under this Agreement.
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21. Miscellaneous.
(a) No Rights to Grants or Continued Employment. The Participant acknowledges that the award granted under this
Agreement is not employment compensation nor is it an employment right, and is being granted at the sole discretion of the
Company’s Compensation Committee. The Participant shall not have any claim or right to receive grants of Awards under the
Plan. Neither the Plan or this Agreement, nor any action taken or omitted to be taken hereunder or thereunder, shall be deemed
to create or confer on the Participant any right to be retained as an employee of the Company or any Subsidiary or other Affiliate
thereof, or to interfere with or to limit in any way the right of the Company or any Affiliate or Subsidiary thereof to terminate
the employment of the Participant at any time.
(b) No Restriction on Right of Company to Effect Corporate Changes. Neither the Plan nor this Agreement shall
affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments,
recapitalizations, reorganizations, or other changes in the Company’s capital structure or its business, or any merger or
consolidation of the Company, or any issue of stock or of options, warrants or rights to purchase stock or of bonds, debentures,
preferred, or prior preference stocks whose rights are superior to or affect the Common Stock or the rights thereof or which are
convertible into or exchangeable for Common Stock, or the dissolution or liquidation of the Company, or any sale or transfer
of all or any part of the assets or business of the Company, or any other corporate act or proceeding, whether of a similar
character or otherwise.
(c) Assignment. The Company shall have the right to assign any of its rights and to delegate any of its duties under
this Agreement to any of its Affiliates.
22. Code Section 409A. Notwithstanding anything in this Agreement to the contrary, the receipt of any benefits under
this Agreement as a result of a termination of employment shall be subject to satisfaction of the condition precedent that the
Participant undergo a “separation from service” within the meaning of Treas. Reg. § 1.409A-1(h) or any successor thereto. In
addition, if a Participant is deemed to be a “specified employee” within the meaning of that term under Code
Section 409A(a)(2)(B), then with regard to any payment or the provisions of any benefit that is required to be delayed pursuant
to Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided prior to the earlier of (i) the expiration
of the six (6) month period measured from the date of the Participant’s “separation from service” (as such term is defined in
Treas. Reg. § 1.409A-1(h)), or (ii) the date of the Participant’s death (the “Delay Period”). Within ten (10) days following the
expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise
been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Participant in a
lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with
the normal payment dates specified for them herein.
THIS AGREEMENT SHALL BE NULL AND VOID AND UNENFORCEABLE BY THE PARTICIPANT UNLESS
SIGNED AND DELIVERED TO THE COMPANY NOT LATER THAN THIRTY (30) DAYS SUBSEQUENT TO THE
DATE OF GRANT SET FORTH BELOW.
BY SIGNING THIS AGREEMENT, THE PARTICIPANT IS HEREBY CONSENTING TO THE PROCESSING AND
TRANSFER OF THE PARTICIPANT’S PERSONAL DATA BY THE COMPANY TO THE EXTENT NECESSARY TO
ADMINISTER AND PROCESS THE AWARDS GRANTED UNDER THIS AGREEMENT.
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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer and the
Participant has executed this Agreement, both as of the day and year first above written.
RBB Bancorp
By:
Name:
Title:
President & CEO
PARTICIPANT
Name:
Address:
Date of Grant: _______________________
Number of Shares of Restricted Stock Units: ______________
Initial Vesting Date: ___________________
Tax Payment Due Date: ________________
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Exhibit 10.21
RBB BANCORP
AWARD AGREEMENT FOR DIRECTORS ONLY – RESTRICTED STOCK UNITS
UNDER THE 2017 OMNIBUS STOCK INCENTIVE PLAN
THIS AWARD AGREEMENT FOR DIRECTORS ONLY – RESTRICTED STOCK UNITS (this “Agreement”), dated
as of _______________, is between RBB Bancorp, a California corporation (the “Company”), and the individual identified on
the signature page hereof (the “Participant”).
A. The Participant is currently a director of the Company or one of its Subsidiaries.
BACKGROUND
B. The Company desires to (i) provide the Participant with an incentive to remain as a director of the Company or one of
its Subsidiaries, and (ii) increase the Participant’s interest in the success of the Company by granting restricted stock units (the
“Restricted Stock Units”) to the Participant.
C. The grant of the Restricted Stock Units is (i) made pursuant to the RBB Bancorp Amended and Restated 2017 Omnibus
Stock Incentive Plan (the “Plan”), (ii) made subject to the terms and conditions of this Agreement, and (iii) not director
compensation nor an employment / directorship right and is made in the discretion of the Company’s Compensation Committee.
NOW, THEREFORE, in consideration of the covenants and agreements contained in this Agreement, the parties hereto,
intending to be legally bound, agree as follows:
1. Definitions; Incorporation of Plan Terms. Capitalized terms used in this Agreement without definition shall have the
meanings assigned to them in the Plan. This Agreement and the Restricted Stock Units shall be subject to the Plan. The terms
of the Plan are incorporated into this Agreement by reference. If there is a conflict or an inconsistency between the Plan and
this Agreement, the Plan shall govern. The Participant hereby acknowledges receipt of a copy of the Plan.
2. Grant of Restricted Stock Units.
(a) Subject to the provisions of this Agreement and pursuant to the provisions of the Plan, the Company hereby
grants to the Participant the number of Restricted Stock Units specified on the signature page of this Agreement. The Company
shall credit to a bookkeeping account (the “Account”) maintained by the Company, or a third party on behalf of the Company,
for the Participant’s benefit the Restricted Stock Units, each of which shall be deemed to be the equivalent of one share of the
Company’s common stock, no par value per share (each, a “Share”).
(b) If and whenever any cash dividends are declared on the Shares, on the date such dividend is paid, the Company
will credit to the Account a number of additional Restricted Stock Units equal to the result of dividing (i) the product of the
total number of Restricted Stock Units credited to the Account on the record date for such dividend (other than previously
settled or forfeited Restricted Stock Units) times the per Share amount of such dividend, by (ii) the Fair Market Value of one
Share on the record date for such dividend. The additional Restricted Stock Units shall be or become vested to the same extent
as the Restricted Stock Units that resulted in the crediting of such additional Restricted Stock Units.
(c) If and whenever the Company declares and pays a dividend or distribution on the Shares in the form of additional
shares, or there occurs a forward split of Shares, then a number of additional Restricted Units shall be credited to the Account
as of the payment date for such dividend or distribution or forward split equal to (i) the total number of Restricted Stock Units
credited to the Account on the record date for such dividend or distribution or split (other than previously settled or forfeited
Restricted Stock Units), multiplied by (ii) the number of additional Shares actually paid as a dividend or distribution or issued
in such split in respect of each outstanding Share. The additional Restricted Stock Units shall be or become vested to the same
extent as the Restricted Stock Units that resulted in the crediting of such additional Restricted Stock Units.
3. Terms and Conditions. All of the Restricted Stock Units shall initially be unvested.
(a) Vesting. ___________ percent (__%) of the Restricted Stock Units (rounded up to the nearest whole number)
shall vest on the first anniversary of the date of this Agreement and on each of the next _______ (_) successive anniversaries
thereof unless previously vested or forfeited in accordance with the Plan or this Agreement (the “Normal Vesting Schedule”).
(i) Any Restricted Stock Units that fail to vest because the Participant is no longer a director condition set forth
in Section 3(c) is not satisfied shall be forfeited, subject to the special provisions set forth in subsections (ii) through (iv) of this
Section 3(a).
36
(ii) If the Participant is no longer a participant because of death or Permanent Disability, or in the event of a
Change in Control where the holders of the Company’s Common Stock receive cash consideration for their Common Stock in
consummation of the Change in Control, Restricted Stock Units not previously vested shall immediately become vested.
(iii) If on or within two years after a Change in Control (other than a Change in Control described in
Section 3(a)(ii) above), the Participant terminates as a director for Good Reason, or is terminated by the Company without
Cause, Restricted Stock Units not previously vested shall immediately become vested.
(iv) In the event of the Participant’s resignation or termination as a director (other than for Cause) (a
“Retirement”), unless the Board determines otherwise, Restricted Stock Units not previously vested shall immediately become
vested and transferred to such Participant. To the extent the Participant’s Retirement date and vesting date under this
Section 3(a)(iv) are in different tax years, any amount payable under this subsection shall constitute the payment of nonqualified
deferred compensation, subject to the requirements of Code Section 409A.
(b) Restrictions on Transfer. Until the earlier of the applicable vesting date under the Normal Vesting Schedule, the
date of a termination of employment / directorship due to death or Permanent Disability, the date of a Change in Control
described in Section 3(a)(ii), or the date of a termination of employment / directorship on or within two years after a Change
in Control described in Section 3(a)(iii), or as otherwise provided in the Plan, no transfer of the Restricted Stock Units or any
of the Participant’s rights with respect to the Restricted Stock Units, whether voluntary or involuntary, by operation of law or
otherwise, shall be permitted. Unless the Company’s Compensation Committee determines otherwise, upon any attempt to
transfer any Restricted Stock Units or any rights in respect of the Restricted Stock Units before the earlier of the applicable
vesting date under the Normal Vesting Schedule, the date of a termination of employment / directorship due to death or
Permanent Disability, the date of a Change in Control described in Section 3(a)(ii), or the date of a termination of employment
/ directorship on or within two years after a Change in Control described in Section 3(a)(iii), such unit, and all of the rights
related to such unit, shall be immediately forfeited by the Participant and transferred to, and reacquired by, the Company
without consideration of any kind.
(c) Forfeiture. Upon termination of the Participant a a director of the Company or a Subsidiary for any reason other
than death, Permanent Disability or one of the reasons set forth in Sections 3(a)(iii) and (iv), the Participant shall forfeit any
and all Restricted Stock Units which have not vested as of the date of such termination and such units shall revert to the
Company without consideration of any kind.
(d) Settlement. Restricted Stock Units not previously forfeited shall be settled on the earlier of the applicable vesting
date under the Normal Vesting Schedule, the date of a termination of employment / directorship due to death or Permanent
Disability, the date of a Change in Control described in Section 3(a)(ii), or the date of a termination of employment /
directorship on or within two years after a Change in Control described in Section 3(a)(iii) by delivery of one share of common
stock for each Restricted Stock Unit being settled.
4. Confidentiality; Specific Performance.
(a) The Participant agrees with the Company that the Participant will not at any time, except in performance of the
Participant’s obligations to the Company hereunder or with the prior written consent of the Company, directly or indirectly,
reveal to any person, entity, or other organization (other than the Company, or its employees, officers, directors, stockholders,
or agents) or use for the Participant’s own benefit any information deemed to be confidential by the Company or any of its
Affiliates (“Confidential Information”) relating to the assets, liabilities, employees, goodwill, business, or affairs of the
Company or any of its Affiliates, including, without limitation, any information concerning past, present, or prospective
customers, manufacturing processes, marketing, operating, or financial data, or other confidential information used by, or useful
to, the Company or any of its Affiliates and known (whether or not known with the knowledge and permission of the Company
or any of its Affiliates and whether or not at any time prior to the Date of Grant developed, devised, or otherwise created in
whole or in part by the efforts of the Participant) to the Participant by reason of the Participant’s employment / directorship
with, equity holdings in, or other association with the Company or any of its Affiliates. The Participant further agrees that the
Participant will retain all copies and extracts of any written Confidential Information acquired or developed by the Participant
during any such employment / directorship, equity holding, or association in trust for the sole benefit of the Company, its
Affiliates, and their successors and assigns. The Participant further agrees that the Participant will not, without the prior written
consent of the Company, remove or take from the Company’s or any of its Affiliate’s premises (or if previously removed or
taken, the Participant will promptly return) any written Confidential Information or any copies or extracts thereof. Upon the
request and at the expense of the Company, the Participant shall promptly make all disclosures, execute all instruments and
papers, and perform all acts reasonably necessary to vest and confirm in the Company and its Affiliates, fully and completely,
all rights created or contemplated by this Section 6. The term “Confidential Information” shall not include information that is
or becomes generally available to the public other than as a result of a disclosure by, or at the direction of, the Participant.
37
(b) The Participant agrees that upon termination of the Participant’s employment / directorship with the Company
or any Subsidiary for any reason, the Participant will return to the Company immediately all memoranda, books, papers, plans,
information, letters and other data, and all copies thereof or therefrom, in any way evidencing (in whole or in part) Confidential
Information relating to the business of the Company and its Subsidiaries and Affiliates. The Participant further agrees that the
Participant will not retain or use for the Participant’s account at any time any trade names, trademark, or other proprietary
business designation used or owned in connection with the business of the Company or its Subsidiaries or Affiliates.
(c) The Participant acknowledges and agrees that the Company’s remedies at law for a breach or threatened breach
of any of the provisions of this Section 4, would be inadequate and, in recognition of this fact, the Participant agrees that, in
the event of such a breach or threatened breach, in addition to any remedies at law, the Company, without posting any bond,
shall be entitled to obtain equitable relief in the form of specific performance, temporary restraining order, temporary or
permanent injunction, or any other equitable remedy which may then be available.
5. Taxes.
(a) Such Participant that is a director shall pay to the Company or a designated Subsidiary, promptly upon request,
and in any event at the time the Participant recognizes taxable income with respect to the Restricted Stock Units, an amount
equal to the taxes the Company determines it is required to withhold under applicable tax laws with respect to the Restricted
Stock Units. The Participant may satisfy the foregoing requirement by making a payment to the Company in cash or, with the
approval of the Plan administrator, by delivering already owned unrestricted Shares or by having the Company withhold a
number of Shares in which the Participant would otherwise become vested under this Agreement, in each case, having a value
equal to the minimum amount of tax required to be withheld. Such Shares shall be valued at their fair market value on the date
as of which the amount of tax to be withheld is determined.
(b) The Participant acknowledges that the tax laws and regulations applicable to the Restricted Stock Units and the
disposition of the shares following the settlement of Restricted Stock Units are complex and subject to change.
6. Securities Laws Requirements. The Company shall not be obligated to transfer any shares following the settlement of
Restricted Stock Units to the Participant free of a restrictive legend if such transfer, in the opinion of counsel for the Company,
would violate the Securities Act of 1933, as amended (the “Securities Act”) (or any other federal or state statutes having similar
requirements as may be in effect at that time).
7. No Obligation to Register. The Company shall be under no obligation to register any shares as a result of the settlement
of the Restricted Stock Units pursuant to the Securities Act or any other federal or state securities laws.
8. Market Stand-Off. In connection with any underwritten public offering by the Company of its equity securities pursuant
to an effective registration statement filed under the Securities Act for such period as the Company or its underwriters may
request (such period not to exceed 180 days following the date of the applicable offering), the Participant shall not, directly or
indirectly, sell, make any short sale of, loan, hypothecate, pledge, offer, grant or sell any option or other contract for the purchase
of, purchase any option or other contract for the sale of, or otherwise dispose of or transfer, or agree to engage in any of the
foregoing transactions with respect to, any of the Restricted Stock Units granted under this Agreement or any shares resulting
the settlement thereof without the prior written consent of the Company or its underwriters.
9. Protections Against Violations of Agreement. No purported sale, assignment, mortgage, hypothecation, transfer,
pledge, encumbrance, gift, transfer in trust (voting or other) or other disposition of, or creation of a security interest in or lien
on, any of the Restricted Stock Units by any holder thereof in violation of the provisions of this Units Agreement or the Articles
of Incorporation or the Bylaws of the Company, will be valid, and the Company will not transfer any shares resulting from the
settlement of Restricted Stock Units on its books nor will any of such shares be entitled to vote, nor will any dividends be paid
thereon, unless and until there has been full compliance with such provisions to the satisfaction of the Company. The foregoing
restrictions are in addition to and not in lieu of any other remedies, legal or equitable, available to enforce such provisions.
10. Rights as a Stockholder. The Participant shall not possess the right to vote the shares underlying the Restricted Stock
Units until the Restricted Stock Units have settled in accordance with the provisions of this Agreement and the Plan.
11. Survival of Terms. This Agreement shall apply to and bind the Participant and the Company and their respective
permitted assignees and transferees, heirs, legatees, executors, administrators and legal successors. The terms of Sections 4, 5
and 6 shall expressly survive the forfeiture of the Restricted Stock Units and this Agreement.
38
12. Notices. All notices and other communications provided for herein shall be in writing and shall be delivered by hand
or sent by certified or registered mail, return receipt requested, postage prepaid, addressed, if to the Participant, to the
Participant’s attention at the mailing address set forth at the foot of this Agreement (or to such other address as the Participant
shall have specified to the Company in writing) and, if to the Company, to the Company’s office at ______________________,
Attention: _______________ (or to such other address as the Company shall have specified to the Participant in writing). All
such notices shall be conclusively deemed to be received and shall be effective, if sent by hand delivery, upon receipt, or if sent
by registered or certified mail, on the fifth day after the day on which such notice is mailed.
13. Waiver. The waiver by either party of compliance with any provision of this Agreement by the other party shall not
operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by such party of a
provision of this Agreement.
14. Authority of the Administrator. The Plan Administrator, which is the Company’s Compensation Committee, shall
have full authority to interpret and construe the terms of the Plan and this Agreement. The determination of the administrator
as to any such matter of interpretation or construction shall be final, binding and conclusive.
15. Representations. The Participant has reviewed with his own tax advisors the applicable tax (U.S., foreign, state, and
local) consequences of the transactions contemplated by this Agreement. The Participant is relying solely on such advisors and
not on any statements or representations of the Company or any of its agents. The Participant understands that he (and not the
Company) shall be responsible for any tax liability that may arise as a result of the transactions contemplated by this Agreement.
16. Investment Representation. The Participant hereby represents and warrants to the Company that the Participant, by
reason of the Participant’s business or financial experience (or the business or financial experience of the Participant’s
professional advisors who are unaffiliated with and who are not compensated by the Company or any affiliate or selling agent
of the Company, directly or indirectly), has the capacity to protect the Participant’s own interests in connection with the
transactions contemplated under this Agreement.
17. Entire Agreement; Governing Law. This Agreement and the Plan and the other related agreements expressly referred
to herein set forth the entire agreement and understanding between the parties hereto and supersedes all prior agreements and
understandings relating to the subject matter hereof. This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original, but all such counterparts shall together constitute one and the same agreement. The
headings of sections and subsections herein are included solely for convenience of reference and shall not affect the meaning
of any of the provisions of this Agreement. This Agreement shall be governed by, and construed in accordance with, the laws
of the State of California.
18. Severability. Should any provision of this Agreement be held by a court of competent jurisdiction to be unenforceable,
or enforceable only if modified, such holding shall not affect the validity of the remainder of this Agreement, the balance of
which shall continue to be binding upon the parties hereto with any such modification (if any) to become a part hereof and
treated as though contained in this original Agreement. Moreover, if one or more of the provisions contained in this Agreement
shall for any reason be held to be excessively broad as to scope, activity, subject or otherwise so as to be unenforceable, in lieu
of severing such unenforceable provision, such provision or provisions shall be construed by the appropriate judicial body by
limiting or reducing it or them, so as to be enforceable to the maximum extent compatible with the applicable law as it shall
then appear, and such determination by such judicial body shall not affect the enforceability of such provisions or provisions
in any other jurisdiction.
19. Amendments; Construction. The Plan administrator may amend the terms of this Agreement prospectively or
retroactively at any time, but no such amendment shall impair the rights of the Participant hereunder without his or her consent.
To the extent the terms of Section 4 above conflict with any prior agreement between the parties related to such subject matter,
the terms of Section 4 shall supersede such conflicting terms and control. Headings to Sections of this Agreement are intended
for convenience of reference only, are not part of this Restricted Stock Units and shall have no affect on the interpretation
hereof.
20. Acceptance. The Participant hereby acknowledges receipt of a copy of the Plan and this Agreement. The Participant
has read and understand the terms and provision thereof, and accepts the shares of Restricted Stock Units subject to all the
terms and conditions of the Plan and this Agreement. The Participant hereby agrees to accept as binding, conclusive and final
all decisions or interpretations of the Administrator upon any questions arising under this Agreement.
39
21. Miscellaneous.
(a) No Rights to Grants or Continued Employment / Directorship. The Participant acknowledges that the award
granted under this Agreement is not employment / directorship compensation nor is it an employment / directorship right, and
is being granted at the sole discretion of the Company’s Compensation Committee. The Participant shall not have any claim or
right to receive grants of Awards under the Plan. Neither the Plan or this Agreement, nor any action taken or omitted to be
taken hereunder or thereunder, shall be deemed to create or confer on the Participant any right to be retained as a director of
the Company or any Subsidiary or other Affiliate thereof, or to interfere with or to limit in any way the right of the Company
or any Affiliate or Subsidiary thereof to terminate the employment / directorship of the Participant at any time.
(b) No Restriction on Right of Company to Effect Corporate Changes. Neither the Plan nor this Agreement shall
affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments,
recapitalizations, reorganizations, or other changes in the Company’s capital structure or its business, or any merger or
consolidation of the Company, or any issue of stock or of options, warrants or rights to purchase stock or of bonds, debentures,
preferred, or prior preference stocks whose rights are superior to or affect the Common Stock or the rights thereof or which are
convertible into or exchangeable for Common Stock, or the dissolution or liquidation of the Company, or any sale or transfer
of all or any part of the assets or business of the Company, or any other corporate act or proceeding, whether of a similar
character or otherwise.
(c) Assignment. The Company shall have the right to assign any of its rights and to delegate any of its duties under
this Agreement to any of its Affiliates.
22. Code Section 409A. Notwithstanding anything in this Agreement to the contrary, the receipt of any benefits under
this Agreement as a result of a termination of Participant as a director shall be subject to satisfaction of the condition precedent
that the Participant undergo a “separation from service” within the meaning of Treas. Reg. § 1.409A-1(h) or any successor
thereto. In addition, if a Participant is deemed to be a “specified employee” within the meaning of that term under Code
Section 409A(a)(2)(B), then with regard to any payment or the provisions of any benefit that is required to be delayed pursuant
to Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided prior to the earlier of (i) the expiration
of the six (6) month period measured from the date of the Participant’s “separation from service” (as such term is defined in
Treas. Reg. § 1.409A-1(h)), or (ii) the date of the Participant’s death (the “Delay Period”). Within ten (10) days following the
expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise
been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Participant in a
lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with
the normal payment dates specified for them herein.
THIS AGREEMENT SHALL BE NULL AND VOID AND UNENFORCEABLE BY THE PARTICIPANT UNLESS
SIGNED AND DELIVERED TO THE COMPANY NOT LATER THAN THIRTY (30) DAYS SUBSEQUENT TO THE
DATE OF GRANT SET FORTH BELOW.
BY SIGNING THIS AGREEMENT, THE PARTICIPANT IS HEREBY CONSENTING TO THE PROCESSING AND
TRANSFER OF THE PARTICIPANT’S PERSONAL DATA BY THE COMPANY TO THE EXTENT NECESSARY TO
ADMINISTER AND PROCESS THE AWARDS GRANTED UNDER THIS AGREEMENT.
40
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer and the
Participant has executed this Agreement, both as of the day and year first above written.
RBB Bancorp
By:
Name:
Title:
James Kao
Chairman of the Board of
Directors
PARTICIPANT
Name:
Address:
Date of Grant: _______________________
Number of Shares of Restricted Stock Units: ______________
Initial Vesting Date: ___________________
Tax Payment Due Date: ________________
41
Exhibit 31.1
CERTIFICATION
I, David Morris, certify that:
1. I have reviewed this Amendment No. 1 to the annual report on Form 10-K of RBB Bancorp for the year ended December
31, 2021; and
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading
with respect to the period covered by this report.
Date: March 31, 2022
By: /s/ David Morris
David Morris,
Interim President and Chief Executive Officer
42
CERTIFICATION
I, David Morris, certify that:
Exhibit 31.2
1. I have reviewed this Amendment No. 1 to the annual report on Form 10-K of RBB Bancorp for the year ended December
31, 2021; and
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading
with respect to the period covered by this report.
Date: March 31, 2022
By: /s/ David Morris
David Morris,
Executive Vice President and Chief Financial Officer
43
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2021
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
Commission File Number 001-38149
________________________
RBB BANCORP
(Exact name of Registrant as specified in its Charter)
________________________
California
(State or other jurisdiction of incorporation or organization)
1055 Wilshire Blvd., 12th floor Los Angeles, California
(Address of principal executive offices)
27-2776416
(I.R.S. Employer Identification No.)
90017
(Zip Code)
Registrant’s telephone number, including area code: (213) 627-9888
________________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common Stock, No Par Value
Trading Symbol(s)
RBB
Name of exchange on which registered
NASDAQ Global Select Market
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to
Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required
to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company,
or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging
growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Non-accelerated filer
Emerging growth company
Accelerated filer
Smaller reporting 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. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its
internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting
firm that prepared or issued its audit report ☒
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the
common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most
recently completed second fiscal quarter was $378,802,944.
The number of shares of Registrant’s Common Stock outstanding as of March 9, 2022, was 19,453,941.
Portions of the Registrant’s Definitive Proxy Statement relating to the Annual Meeting of Shareholders, scheduled to be held on May 18, 2022,
are incorporated by reference into Part III of this Report.
44
Table of Contents
PART I
Item 1. Business .......................................................................................................................................................
Item 1A. Risk Factors .................................................................................................................................................
Item 1B. Unresolved Staff Comments ........................................................................................................................
Properties .....................................................................................................................................................
Item 2.
Item 3.
Legal Proceedings ........................................................................................................................................
Item 4. Mine Safety Disclosures ..............................................................................................................................
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities ......................................................................................................................................................
Selected Financial Data ...............................................................................................................................
Item 6.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations ......................
Item 7A. Quantitative and Qualitative Disclosures About Market Risk ....................................................................
Item 8.
Financial Statements and Supplementary Data ...........................................................................................
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure ....................
Item 9A. Controls and Procedures ..............................................................................................................................
Item 9B. Other Information ........................................................................................................................................
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections ........................................................
PART III
Item 10. Directors, Executive Officers and Corporate Governance ..........................................................................
Item 11. Executive Compensation .............................................................................................................................
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters ...
Item 13. Certain Relationships and Related Transactions, and Director Independence ............................................
Item 14. Principal Accountant Fees and Services ......................................................................................................
Page
48
74
89
89
90
90
91
93
95
124
126
175
175
176
176
177
177
177
177
177
PART IV
Item 15. Exhibits, Financial Statement Schedules .....................................................................................................
Item 16. Form 10-K Summary ...................................................................................................................................
178
180
45
FORWARD-LOOKING STATEMENTS
In this Annual Report on Form 10-K, the term “Bancorp” refers to RBB Bancorp and the term “Bank” refers to Royal
Business Bank. The terms “Company,” “we,” “us,” and “our” refer to Bancorp and the Bank collectively. The statements in
this report include forward-looking statements within the meaning of the applicable provisions of the Private Securities
Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), regarding management’s beliefs, projections, and
assumptions concerning future results and events. We intend such forward-looking statements to be covered by the safe harbor
provision for forward-looking statements in these provisions. All statements other than statements of historical fact are
“forward-looking statements” for purposes of federal and state securities laws, including statements about anticipated future
operating and financial performance, financial position and liquidity, growth opportunities and growth rates, growth plans,
acquisition and divestiture opportunities, business prospects, strategic alternatives, business strategies, financial expectations,
regulatory and competitive outlook, investment and expenditure plans, financing needs and availability, and other similar
forecasts and statements of expectation and statements of assumptions underlying any of the foregoing. Words such as “aims,”
“anticipates,” “believes,” “can,” “could,” “estimates,” “expects,” “hopes,” “intends,” “may,” “plans,” “projects,”
“seeks,” “shall,” “should,” “will,” “predicts,” “potential,” “continue,” “possible,” “optimistic,” and variations of these
words and similar expressions are intended to identify these forward-looking statements. Forward-looking statements by us
are based on estimates, beliefs, projections, and assumptions of management and are not guarantees of future performance.
These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ
materially from our historical experience and our present expectations or projections. Such risks and uncertainties and other
factors include, but are not limited to, adverse developments or conditions related to or arising from:
the COVID-19 pandemic and the impact of actions to mitigate any continuing effects from the COVID-19 pandemic;
●
● U.S. and international business and economic conditions;
●
●
●
possible additional provisions for loan losses and charge-offs;
credit risks of lending activities and deterioration in asset or credit quality;
extensive laws and regulations and supervision that we are subject to, including potential supervisory action by
bank supervisory authorities;
increased costs of compliance and other risks associated with changes in regulation, including any amendments to
the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”);
compliance with the Bank Secrecy Act and other money laundering statutes and regulations;
potential goodwill impairment;
liquidity risk;
fluctuations in interest rates;
the transition away from the London Interbank Offering Rate ("LIBOR") and uncertainty regarding potential
alternative reference rates, including the Secured Overnight Financing Rate ("SOFR");
risks associated with acquisitions and the expansion of our business into new markets;
inflation and deflation;
real estate market conditions and the value of real estate collateral;
environmental liabilities;
our ability to compete with larger competitors;
our ability to retain key personnel;
successful management of reputational risk;
severe weather, natural disasters, acts of war or terrorism, public health issues (including novel coronavirus, or
COVID-19), or other adverse external events could harm our business;
general economic or business conditions in Asia, and other regions where the Bank has operations;
failures, interruptions, or security breaches of our information systems;
climate change, including any enhanced regulatory, compliance, credit and reputational risks and costs;
cybersecurity threats and the cost of defending against them;
our ability to adapt our systems to the expanding use of technology in banking;
risk management processes and strategies;
adverse results in legal proceedings;
the impact of regulatory enforcement actions, if any;
certain provisions in our charter and bylaws that may affect acquisition of the Company;
changes in tax laws and regulations;
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the effect of changes in accounting policies and practices or accounting standards, as may be adopted from time-
to-time by bank regulatory agencies, the U.S. Securities and Exchange Commission (“SEC”), the Public Company
Accounting Oversight Board, the Financial Accounting Standards Board (“FASB”) or other accounting standards
setters, including Accounting Standards Update (“ASU” or “Update”) 2016-13 (Topic 326), “Measurement of
Credit Losses on Financial Instruments,” commonly referenced as the Current Expected Credit Loss (“CECL”)
model, which will change how we estimate credit losses and may increase the required level of our allowance for
credit losses after adoption on December 31, 2022;
● market disruption and volatility;
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fluctuations in the Bancorp’s stock price;
restrictions on dividends and other distributions by laws and regulations and by our regulators and our capital
structure;
issuances of preferred stock;
our ability to raise additional capital, if needed, and the potential resulting dilution of interests of holders of our
common stock; and
the soundness of other financial institutions.
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These and other factors are further described in this Annual Report on Form 10-K (at Item 1A in particular), the
Company’s other reports filed with the SEC and other filings the Company makes with the SEC from time to time. Actual results
in any future period may also vary from the past results discussed in this report. Given these risks and uncertainties, readers
are cautioned not to place undue reliance on any forward-looking statements, which speak to the date of this report. We have
no intention and undertake no obligation to update any forward-looking statement or to publicly announce any revision of any
forward-looking statement to reflect future developments or events, except as required by law.
47
Item 1. Business.
Company Overview
PART I
The Bank began operations in 2008 as a California state-chartered commercial bank. The Bank was organized by a group
of very experienced bankers, some of whom began their banking careers in Asia and have worked together at various banks in
California in the 1980s and 1990s. After working for many years in positions of increasing responsibility at such banks, these
individuals identified an opportunity resulting from the 2007 credit crisis to capitalize on the general dissatisfaction that many
customers had with the nature and level of services that were being provided by existing Asian-American and Chinese-
American banks. These bankers observed that first generation Chinese immigrants were not well-served by existing banks.
Our strategic plan focuses on providing commercial banking services to first generation immigrants, concentrating on
Chinese immigrants, as well as Koreans and other Asian ethnicities. The Bank’s management team has utilized their strong
local community ties along with their credibility and relationships with both federal and California bank regulatory agencies to
create a bank that we believe emphasizes strong credit quality, a solid balance sheet without the burden of the troubled legacy
assets of other banks, and a robust capital base, with the ability to raise additional capital.
Although the Bank serves all ethnicities, our board and management team are comprised of mostly Chinese-Americans.
Using the experience and expertise of our officers and employees, we have tailored our loan and deposit products to serve the
Chinese-American, Korean-American, and other Asian-American markets. We focus both on existing businesses and
individuals already established in our local market area, as well as Asian immigrants who desire to establish their own
businesses, purchase a home, or educate their children in the United States. Our size and infrastructure allow us to serve
customers that require higher lending limits than normally associated with other smaller, local banking institutions that serve
the Asian-American communities in which we operate. Our strategic plan is centered on delivering high-touch, superior
customer service, customized solutions, and quick and local decision-making with respect to loan originations and servicing.
The Bank initially offered lending products that included traditional commercial real estate (“CRE”) loans, secured
commercial and industrial (“C&I”) loans, and trade finance services for companies doing business in China, Taiwan and other
Asian countries. In 2014, we began originating a significant amount of non-conforming single family residential (“SFR”)
mortgage loans, a portion of which we accumulate and may sell to other banks. In 2018, with the acquisition of First American
International Bank ("FAIB") we became a FNMA originator and servicer. Since 2010, we have also originated Small Business
Administration (“SBA”) loans, with the intent to accumulate and periodically sell the guaranteed portion of such loans.
After forming the Bank and retaining a strong executive management team, we established the Bancorp, a California
corporation, as our holding company in January 2011. We began to review potential acquisition candidates and, in July 2011,
we acquired Las Vegas, Nevada-based First Asian Bank (“FAB”) in an all cash transaction. In September 2011, we acquired
Oxnard, California-based Ventura County Business Bank (“VCBB”) in an all cash transaction. After closing both transactions,
our total assets and total deposits increased by an aggregate of $94.2 million and $91.6 million, respectively. In order to further
improve our capital and liquidity to further enhance our ability to consummate acquisitions, we conducted a private placement
offering of our common stock in 2012, raising over $54 million from investors, many of whom were original shareholders of
the Bank.
In May 2013, we acquired Los Angeles National Bank (“LANB”) in an all cash transaction, which added $190.7 million
in total assets and $162.0 million in total deposits. In February 2016, we acquired TFC Holding Company (“TFC”) and its
wholly-owned subsidiary, TomatoBank, which added $469.9 million in total assets and $405.3 million in total deposits.
In March 2016, we further supplemented our capital by issuing $50.0 million of subordinated notes, which we refer to as
long-term debt in our consolidated financial statements, and in July 2017, we completed an initial public offering of our
common stock, raising $86 million in gross proceeds.
In October 2018, we acquired First American International Corp. (“FAIC”) and its wholly-owned subsidiary FAIB,
located in the New York City metropolitan area. This transaction involved the issuance by the Company of 3,011,762 shares
of common stock (which was valued as of the date of the closing of the acquisition at $69.6 million) and $34.8 million of cash,
and which added $850.3 million in total assets, $715.6 million in loans, and $629.7 million in total deposits. In November
2018, we further supplemented our capital by issuing $55.0 million of subordinated notes, which we refer to as long-term debt
in our consolidated financial statements.
48
On January 10, 2020, we acquired PGB Holdings Inc. ("PGBH") and its wholly-owned subsidiary, Pacific Global Bank
(“PGB”) in an all cash transaction for $32.9 million. At the time of the acquisition, PGB had approximately $217.9 million in
total assets, $191.7 million in total deposits, and three branches in Chicago, Illinois.
In March 2021, we issued $120.0 million subordinated debt for growth and liquidity purposes.
In July 2021, we entered into an agreement, and in September 2021 we received regulatory approval in September, to
purchase the Honolulu, Hawaii branch of the Bank of the Orient. The transaction was completed on January 14, 2022. The
Company received a payment of $71.0 million to acquire all the premises and equipment at the Branch, all deposits
totaling $81.7 million and performing loans totaling $7.4 million as of December 31, 2021, reflecting a premium paid by us
of approximately $3.0 million.
On December 28, 2021, the Company announced that it entered into a definitive agreement to acquire Gateway Bank,
F.S.B. ("Gateway Bank") in a cash transaction valued at approximately $22.9 million, subject to certain terms and conditions,
including the receipt of the requisite regulatory approvals. The Company expects the transaction to be accretive to earnings
per share in 2022 in the mid-single digit range. The Company also expects to incur tangible book value per share dilution of
approximately 1.8% upon closing of the transaction, with a tangible book value dilution payback period of approximately 1.8
years. The earnings per share accretion estimates are based on estimated cost savings of approximately 60% of Gateway Bank's
non-interest expense, with the cost savings phased in during 2022. The earnings per share accretion estimates do not include
any assumption of revenue synergies. The transaction is expected to close in second quarter of 2022.
We intend to continue to pursue growth opportunities, both organically as well as through acquisitions that meet our
criteria. We will target acquisitions that we believe will be beneficial to our long-term growth strategy for loans and deposits
and immediately accretive to earnings.
We operate as a minority depository institution, which is defined by the Federal Deposit Insurance Corporation (“FDIC”)
as a federally insured depository institution where 51% or more of the voting stock is owned by minority individuals. A minority
depository institution is eligible to receive from the FDIC and other federal regulatory agencies training, technical assistance
and review, and assistance regarding the implementation of proposed new deposit taking and lending programs, as well as with
respect to the adoption of applicable policies and procedures governing such programs. We intend to maintain our minority
depository institution designation, as it is expected that at least 51% of our issued and outstanding shares of capital shall remain
owned by minority individuals. The minority depository institution designation has been historically beneficial to us, as the
FDIC has reviewed and assisted with the implementation of our deposit and lending programs, and we continue to use the
program for technical assistance.
In addition, in 2016, we became a community development financial institution (“CDFI”) which is a financial institution
that has a primary mission of community development, serves a target market, is a financing entity, provides development
services, remains accountable to its community, and is a non-governmental entity. CDFIs are certified by the CDFI Fund at the
U.S. Department of the Treasury, (“Treasury”) which provide funds to CDFIs through a variety of programs. The Bank has
received grants totaling $1.1 million from the CDFI Fund (zero in both 2021 and 2020, $479,000 in 2019 and $648,000 in prior
years). We have established a CDFI advisory board to assist the Bank in finding organizations that provide services to low-to-
moderate income people. In our commitment to this designation, the Bank has a policy that requires all directors and
management above the level of vice president to contribute at least 24 hours of community service annually to a qualified
organization. In mid-June, 2021 the Bank was awarded a $1.8 million CDFI grant under the US Treasury’s Rapid Response
Program to facilitate a rapid response to the economic impacts of the COVID-19 pandemic in distressed and underserved
communities. The award was received in August 2021 after finalization of the contract between the Bank and the US Treasury
which included various performance goals and measures that specify the use of the funds to provide affordable housing. The
Bank utilized all of such funds to originate two loans that provide affordable housing to underserved communities.
The Bank currently operates 23 branches across two separate regions: the Western region with branches in Los Angeles
County, California; Orange County, California; Ventura County, California; Clark County, Nevada; Honolulu, Hawaii; and
our Eastern region (sometimes referred to as the New York region) with branches in Manhattan, Brooklyn and Queens, New
York; Chicago, Illinois and Edison, New Jersey.
As of December 31, 2021, the Company had total consolidated assets of $4.2 billion, total consolidated held for
investment loans of $2.9 billion, total consolidated deposits of $3.4 billion and total consolidated shareholders’ equity of
$466.7 million. Our common stock is traded on the NASDAQ Global Select Market under the symbol “RBB”.
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Our Strategic Plan
In connection with the organization of the Bank, we adopted a strategic plan that we update periodically to reflect the
Bank’s growth and recent developments. The Bank’s current strategic plan contains the following key elements:
● Maintain regulatory capital levels well in excess of fully phased-in Basel III requirements;
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Provide commercial banking services and products primarily to businesses and their owners operating within
Chinese-American communities;
● Maintain a board of directors comprised of local business leaders who work closely with community leaders;
● Attract and retain an experienced management team with demonstrated industry knowledge and lending expertise;
●
Focus on a target market consisting of businesses that:
o
o
o
o
o
are located in southern California, the San Francisco Bay area, the Chicago metropolitan area, the New York
metropolitan area (including northern New Jersey), Nevada and Hawaii, with possible future geographic
expansion currently focused on Seattle, Philadelphia and Houston;
provide or receive goods or services to or from Asian countries, primarily China (including Hong Kong and
Macau) and Taiwan;
have annual sales between $5 million and $50 million and between approximately 50 to 500 employees;
have loan needs of $1 million to $7 million; and
prioritize using bankers with strong market knowledge who are dedicated to serving the local markets in which
we operate.
●
Provide four main lending products:
o
o
o
o
CRE lending consisting of commercial real estate loans and construction and development (“C&D”) loans;
C&I lending that emphasizes trade finance, operating lines of credit, and working capital loans secured by
inventory, accounts receivables, fixed assets and real estate;
SFR lending primarily to Asian Americans willing to provide higher down payment amounts and pay higher
fees and interest rates in return for reduced documentation requirements. The Bank originates these loans
through its correspondent banking relationships, and through its branch network, primarily to be sold. In most
cases, the Bank retains the loan servicing rights and obligations; in addition, we offer 15-year and 30-year
qualified mortgage loans that are sold directly to the Federal National Mortgage Association (“FNMA”), and
Through our SBA Preferred Lender status, SBA loans consisting primarily of 7(a) loans to Asian Americans
that are accumulated on the Bank’s balance sheet with the SBA guaranteed portion sold in the secondary
market generally on a quarterly basis.
Market Area
We are headquartered in Los Angeles County, California. We currently have nine branches in Los Angeles County
located in downtown Los Angeles, San Gabriel, Torrance, Rowland Heights, Monterey Park, Silver Lake, Arcadia, Cerritos,
and Diamond Bar. We operate primarily in the Los Angeles-Long Beach-Anaheim, California MSA. With over 13 million
residents, it is the largest MSA in California, the second largest MSA in the United States, and one of the most significant
business markets in the world. It is estimated that the greater Los Angeles area has a gross domestic product of approximately
$1 trillion, which would rank it as the 18th largest economy in the world. The economic base of the area is heavily dependent
on small- and medium-sized businesses, providing us with a market rich in potential customers. According to the U.S. Census
Bureau, Asian Americans account for 14.7% of the over 10.1 million residents in Los Angeles County as of 2019. We also
maintain one branch in Irvine, Orange County, California.
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We operate two branches in Ventura County, California, in Westlake Village and Oxnard. Westlake Village is considered
part of the Los Angeles-Long Beach-Anaheim, California MSA and has similar market characteristics. Oxnard has similar
market characteristics of Ventura County, which is home to a broad array of industries, including agriculture, professional
business services, technology and tourism. Its proximity to one of the world’s leading wine-growing regions and its 43 miles
of coastline attracts a large number of visitors. Ventura County is not only a port of call for travelers, but also a shipping hub
for automobiles and agricultural goods. Port Hueneme serves as a distribution hub for automobile manufacturers and is a
collection point for many agricultural goods that are shipped throughout the United States. According to the U.S. Census
Bureau, Asian Americans account for 7.3% of the 847,263 residents in Ventura County as of 2019.
We operate one branch in the Las Vegas-Paradise, Nevada MSA. This MSA is located in the southern part of the state
of Nevada, and includes the cities of Las Vegas, Henderson, North Las Vegas, and Boulder City. A central part of the MSA is
the Las Vegas Valley, a 600 square mile basin that includes the MSA’s largest city, Las Vegas. With a 2020 gross domestic
product of approximately $119.4 billion, this MSA contains the largest concentration of people in the state (approximately 2.2
million), and is a significant tourist destination, drawing over 19 million international and domestic visitors in 2016. According
to the U.S. Census Bureau, Asian Americans account for 10.0% of the 2.3 million residents in Clark County as of 2019.
We operate seven branches in the New York City/New Jersey metropolitan MSA. This MSA is located in the south-
eastern part of the state of New York and northern New Jersey, and includes the boroughs of Manhattan, Queens and Brooklyn,
plus our branch in Edison, New Jersey. A central part of the MSA is the borough of Manhattan. With a 2020 gross domestic
product of approximately $1.8 trillion, this MSA contains the largest concentration of people in the state, and is a significant
business and tourist destination. According to the 2019 U.S. Census Bureau, Asian Americans account for 12% of the over
19.2 million residents in metropolitan New York City.
As a result of the PGB acquisition, we operate two branches in the Chinatown area of Chicago (following the closure of
one Chicago branch in February 2021) in the metropolitan area of Chicago-Naperville-Elgin MSA. According to the U.S.
Census Bureau, as of 2019, Asians account for 90% of Chicago’s Chinatown population, and the Asian population is 7% of
the over 9.5 million residents in the Chicago metropolitan area.
As of January 18, 2022, we operate one branch in Honolulu, Hawaii. The branch was purchased from the Bank of the
Orient. According to the 2020 U.S. Census Bureau, Asian Americans account for 56% of the nearly 1.5 million residents in
the state of Hawaii.
Our Competition
We view the Chinese-American banking market, including the Company, as comprised of 23 banks divided into three
overlapping segments: publicly-traded banks (7 banks), locally-owned banks (16 banks), and banks that are subsidiaries of
Taiwanese or Chinese banks (7 banks). Fourteen of the locally-owned banks are based in California. We are currently the fifth-
largest bank among this group of 24 banks.
In addition to these Chinese-American banks, we also compete with other banks in the region, particularly with Korean-
American banks in our SFR and SBA lending areas. Although we were founded by and market primarily to Chinese Americans,
we are broadening our marketing efforts to include all categories of Asian Americans. In certain geographic markets where we
currently operate, there is overlap between Chinese-American, Korean-American and other Asian-American banks for loan
and deposit business. We aim to grow both organically and potentially through acquisitions in these markets.
Lending Activities
Our lending strategy is to maintain a broadly diversified loan portfolio based on the type of customer (i.e., businesses
versus individuals), type of loan product (e.g., owner occupied commercial real estate, commercial loans, etc.), geographic
location and industries in which our business customers are engaged (e.g., manufacturing, retail, hospitality, etc.). We
principally focus our lending activities on loans that we originate from borrowers located in our market areas. We seek to be
the premier provider of lending products and services in our market areas and serve the credit needs of high-quality business
and individual borrowers in the communities that we serve.
Our loan portfolio currently consists of four loan types: CRE, C&I, SFR and SBA, with diversified product offerings
within each type. The charts below shows our loan portfolio composition as of December 31, 2021, separately by type of
collateral support and relevant business line. As described below, the type of collateral supporting a loan is not necessarily
indicative of the business line from which the loan was generated.
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(1) Includes construction and land development loans
We have an extensive loan approval process in which we require not only financial and other information from our
borrowers, but our loan and executive officers have an extensive knowledge of the local market area and of the borrower’s past
transactions. After receiving an extensive application and loan documentation and conducting an extensive review, our loan
officers meet on a very frequent basis concerning the loan request. After reaching a consensus decision to approve, the loan
officer will then submit the loan to the chief executive officer for approval, and if the loan request is above the chief executive
officer’s lending limit, it will be referred to the board of directors for decision.
We have four principal lending areas:
Commercial and Industrial Loans. We have significant expertise in small to middle market commercial and industrial
lending. Our success is the result of our product and market expertise, and our focus on delivering high-quality, customized
and quick turnaround service for our clients due to our focus on maintaining an appropriate balance between prudent,
disciplined underwriting, on the one hand, and flexibility in our decision making and responsiveness to our clients, on the other
hand, which has allowed us to grow our commercial and industrial loan portfolio since December 31, 2010, while maintaining
strong asset quality. As of December 31, 2021, we had outstanding commercial and industrial loans of $268.7 million, or 9.2%
of our total loan portfolio. We had $3.7 million non-accrual commercial and industrial loans as of December 31, 2021 compared
to $1.7 million non-accrual commercial and industrial loans as of December 31, 2020.
Commercial Real Estate Loans. We offer real estate loans for owner occupied and non-owner occupied commercial
property, including loans secured by single-family residences for a business purposes, multi-family residential property and
construction and land development loans. Our management team has an extensive knowledge of the markets where we operate
and our borrowers and takes a conservative approach to commercial real estate lending, focusing on what we believe to be high
quality credits with low loan-to-value ratios income-producing properties with strong cash flow characteristics, and strong
collateral profiles. The real estate securing our existing commercial real estate loans includes a wide variety of property types,
such as owner occupied offices, warehouses and production facilities, office buildings, hotels, mixed-use residential and
commercial, retail centers, multi-family properties and assisted living facilities.
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The total commercial real estate portfolio was $1.2 billion at December 31, 2021 of which $222.8 million was secured
by owner occupied properties. The multi-family residential loan portfolio totaled $545.9 million as of December 31, 2021. The
single-family residential loan portfolio originated for a business purpose totaled $65.6 million as of December 31, 2021. Our
non-accrual commercial real estate loans as of December 31, 2021 were $4.7 million.
Construction and land development loans. Our construction and land development loans are comprised of residential
construction, commercial construction and land acquisition and development construction. Interest reserves are generally
established on real estate construction loans. As of December 31, 2021, our real estate construction loan portfolio was divided
among the foregoing categories: $211.9 million, or 69.9%, of residential construction; $71.9 million, or 23.7%, of commercial
construction; and $19.4 million, or 6.4%, of land acquisition and development.
SBA Loans. We are designated a Preferred Lender under the SBA Preferred Lender Program. We offer mostly SBA 7(a)
variable-rate loans. We originate all loans to hold for investment and move loans to available for sale as management decides
which loans to sell. We generally sell the guaranteed portion of the SBA loans that we originate. Our SBA loans are typically
made to small-sized manufacturing, wholesale, retail, hotel/motel and service businesses for working capital needs or business
expansions. SBA loans can have any maturity up to 25 years. Typically, non-real estate secure loans mature in less than 10
years. Collateral may also include inventory, accounts receivable and equipment, and includes personal guarantees. Our
unguaranteed loans collateralized by real estate are monitored by collateral type and included in our CRE Concentration
Guidance as previously discussed. From time to time, we will also originate SBA 504 loans.
We originate SBA loans through our branch staff, loan officers and through SBA brokers. In 2021, we originated
$60.3 million in SBA loans, of which $22.5 million were PPP loans, $26.2 million were SBA 7A originations and $11.6
million were SBA 504 originations. Of SBA loan originations, $43.9 million, or 72.8%, were produced by branch staff and
loan officers. The remaining $16.4 million, or 27.2%, was referred to us through SBA brokers.
As of December 31, 2021 our SBA portfolio totaled $76.1 million of which $17.9 million is guaranteed by the SBA and
$58.2 million is unguaranteed, of which $56.6 million is secured by real estate and $1.6 million is unsecured or secured by
business assets. There are $22.5 million SBA loans originated under the Paycheck Protection Program (“PPP”) in 2021. We
monitor the unguaranteed portfolio by type of real estate collateral. As of December 31, 2021, $25.4 million or 43.6% is secured
by hotel/motels; $5.0 million or 8.6% by gas stations; and $27.9 million or 47.8% in other real estate types. We further analyze
the unguaranteed portfolio by location. As of December 31, 2021, $27.8 million or 47.7% is located in California; $6.0 million
or 10.3% is located in Washington state; $5.1 million or 8.7% is located in Nevada; $5.0 million or 8.5% is located in Texas;
$3.4 million or 5.8% is located in New York; and $11.0 million or 19.0% is located in other states. Our non-performing SBA
loans as of December 31, 2021 amounted to $6.3 million of which $1.1 million are guaranteed by the SBA.
SFR Loans. We originate mainly non-qualified, alternative documentation SFR mortgage loans through correspondent
relationships or through our branch network or retail channel to accommodate the needs of the Asian-American market. Our
loan product is a seven-year hybrid adjustable mortgage with a current start rate of 3.875% plus 0%-1% in points, which re-
prices after five or seven years to the one-year CMT plus 3.00%. We also offer qualified mortgage program as a correspondent
to major banking financial institutions. As of December 31, 2021, we had $1.0 billion of SFR mortgage loans, representing
34.3% of our total loan portfolio, excluding available for sale SFR loans. We had 13 non-accrual single-family residential real
estate loans as of December 31, 2021 totaling $4.2 million compared to 12 loans totaling $7.7 million at December 31, 2020.
We originate these non-qualified single-family residential mortgage loans both to sell and hold for investment. The loans
held for investment are generally originated through our retail branch network to our customers, many of whom establish a
deposit relationship with us. During 2021, we originated $410.0 million of such loans through our retail channel, and
$62.1 million through our correspondent and wholesale channel. During 2020, we originated $287.3 million of such loans
through our retail channel, and $131.8 million through our correspondent and wholesale channel.
We sell many of these non-qualified single-family residential mortgage loans to other Asian-American banks, FNMA
and other investors. We currently engage in loan sales to eight banks and private investors, and are working to expand our
network of entities who will acquire our SFR loan product. Loans held for sale consist primarily of first trust deed mortgages
on single-family residential properties located in California. Single-family residential mortgage loans held for sale are generally
sold with the servicing rights retained.
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Our intention is to continue selling SFR mortgage loans to these investors. However, our correspondents have moved
away from the non-qualified mortgage product to the standard FNMA product. Therefore, we expect we will have lower non-
qualified mortgage sales and higher FNMA sales. In addition, the current low start rate makes it unprofitable to currently
sell non-qualified mortgage loans to institutional investors.
In our Eastern region, we originate 15-year and 30-year conforming mortgages which are sold directly to FNMA. During
2021, we originated $136.2 million of these loans.
Consumer Loans. During 2019, we started an automobile lending unit to support the Chinese-American immigrant
community. We do not expect material volumes of business in this area as it is an accommodation to our customers. In 2021,
we purchased home improvement loans of $29.7 million. As of December 31, 2021, consumer loans amounted to $30.8 million.
Deposits
The quality of our deposit franchise and access to stable funding are key components to our success. We offer traditional
depository products, including checking, savings, money market and certificates of deposits, to individuals, businesses,
municipalities and other entities through our branch network throughout our market areas. Deposits at the Bank are insured by
the FDIC up to statutory limits.
As a Chinese-American business bank that focuses on successful businesses and their owners, many of our depositors
choose to leave large deposits with us. We 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. As of December 31, 2021, $3.0 billion or 87.5% of our
relationships are considered adjusted core relationships.
Many of our management team members, including in many cases branch managers, have worked together for up to 30
years, and our deposits relationships have been cultivated over that time period. Many of our depositors have relationships with
executive officers and our board of directors. Our ability to gather deposits, particularly core deposits, is an important aspect
of our business franchise and we believe core deposits are a significant driver of franchise value as a cost efficient and stable
source of funding to support our growth. As of December 31, 2021, we had $3.4 billion of total deposits, with an average total
interest-bearing deposit cost of 0.46% at December 31, 2021.
Other Subsidiaries
TFC Statutory Trust. In connection with our 2016 acquisition of TomatoBank and its holding company, TFC, the
Company acquired the TFC Statutory Trust (the “TFC Trust”), a statutory business trust that was established by TFC in 2006
as a wholly-owned subsidiary.
FAIC Statutory Trust. In connection with our 2018 acquisition of FAIB and its holding company, FAIC, the Company
acquired the FAIC Statutory Trust, a statutory business trust that was established by FAIC in 2004 under the laws of Delaware
as a wholly-owned subsidiary (the “FAIC Trust”).
PGBH Trust. In connection with our 2020 acquisition of PGB and its holding company, PGBH, the Company acquired
Pacific Global Bank Trust I (“PGB Capital Trust I”), a statutory business trust that was established by PGB in 2004 under the
laws of Delaware as a wholly-owned subsidiary.
Each of the foregoing Trusts issued trust preferred securities representing undivided preferred beneficial interests in the
assets of the Trusts. The proceeds of these trusts preferred securities were invested in certain securities issued by us, with
similar terms to the relevant series of securities issued by the Trusts, which we refer to as subordinated debentures. The
Company guarantees on a limited basis the payments of distributions on the capital securities of the Trusts and payments on
redemption of the capital securities of the Trusts. The Company is the owner of all the beneficial interests represented by the
common securities of the Trusts.
54
FAIB Capital Corp. In connection with the 2018 acquisition of FAIC, the Company acquired a real estate investment
trust (“REIT”) as a wholly-owned subsidiary of the Bank. FAIB Capital Corp. is a New York State corporation formed on
August 28, 2013. The purpose of the REIT is to minimize New York State and local taxes.
RBB Asset Management Company. In 2012, as a result of our acquisitions of FAB and VCBB, we established RBB Asset
Management Company, or RAM, as a wholly-owned subsidiary of the Company. In March 2013, RAM purchased
approximately $6.5 million in loans and $1.7 million in other real estate owned (“OREO”) from the Bank that had been acquired
in the FAB and VCBB acquisitions. We may continue to utilize RAM to purchase certain assets from the Bank acquired in
acquisitions that we may make in the future.
Human Capital Resources
We believe in the value of teamwork and the power of diversity. We expect and encourage participation and
collaboration, and understand that we need each other to be successful. We value accountability because it is essential to our
success, and we accept our responsibility to hold ourselves and others accountable for meeting shareholder commitments and
achieving exceptional standards of performance.
Staffing Model. The majority of our staff are regular full-time employees. We also employ regular part-time associates
and some seasonal/temporary associates. As of December 31, 2021, we had 362 full-time employees and 3 part-time
employees, totaling 365 full-time equivalent staff. We do not outsource job functions or use subcontractors to fill open
positions. None of our employees are represented by any collective bargaining unit or are parties to a collective bargaining
agreement.
Diversity, Equity and Inclusion. We believe that diversity of thought and experiences results in better outcomes and
empowers our employees to make more meaningful contributions within our company and communities. All members of our
board of directors are Asian-American, and two members are women. Our executive committee is comprised of seven Asian-
Americans and one Caucasian, of which two are women. Our workforce includes 330 Asian-Americans, 20 Latin-Americans,
20 Caucasians and 3 African-Americans.
Health & Safety. We are focused on conducting our business in a safe and efficient manner and in compliance with
all local, state and federal safety and health regulations, and special safety concerns.
Benefits. We are committed to offering a competitive total compensation package. We regularly compare
compensation and benefits with peer companies and market data, making adjustments as needed to ensure compensation stays
competitive. We also offer a wide array of benefits for our associates and their families, including:
●
●
●
●
●
●
Competitive bonus programs;
Comprehensive medical, dental and vision benefits;
401(k) plan including a competitive company match;
Flexible work schedules;
Paid time off (PTO), holidays and bank holidays; and
Internal training and development.
Properties
We believe that the leases to which we are subject are generally on terms consistent with prevailing market terms.
None of the leases are with our directors, officers, beneficial owners of more than 5% of our voting securities or any
affiliates of the foregoing.
55
Corporate Information
Our principal executive offices are located at 1055 Wilshire Blvd. Suite 1200, Los Angeles, California 90017, and our
telephone number at that address is (213) 627-9888.
Available Information
We invite you to visit our website at www.royalbusinessbankusa.com, to access free of charge the Bancorp's Annual
Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports, all
of which are made available as soon as reasonably practicable after we electronically file such material with or furnish it to the
SEC. The content of our website is not incorporated into and is not part of this Annual Report on Form 10-K. In addition, you
can write to us to obtain a free copy of any of those reports at RBB Bancorp, 1055 Wilshire Blvd. Suite 1200, Los Angeles,
California 90017, Attn: Investor Relations. These reports are also available through the SEC’s Public Reference Room, located
at 100 F Street NE, Washington, DC 20549 and online at the SEC’s website, available at http://www.sec.gov. Investors can
obtain information about the operation of the SEC’s Public Reference Room by calling 800-SEC-0330. Bancorp’s Code of
Ethics and other corporate governance documents are located on its website at www.royalbusinessbankusa.com.
Supervision and Regulation
General
Financial institutions, their holding companies and their affiliates are extensively regulated under U.S. federal and state
law. As a result, the growth and earnings performance of the Company and its subsidiaries may be affected not only by
management decisions and general economic conditions, but also by the requirements of federal and state statutes and by the
regulations and policies of various bank regulatory agencies, including the California Department of Financial Protection and
Innovation ("DFPI"), the Board of Governors of the Federal Reserve System (“Federal Reserve”), the FDIC, and the Consumer
Financial Protection Bureau (“CFPB”). Furthermore, tax laws administered by the Internal Revenue Service and state taxing
authorities, accounting rules developed by the FASB, securities laws administered by the SEC and state securities authorities,
anti-money laundering laws enforced by the Treasury, and mortgage related rules, including with respect to loan securitization
and servicing by the U.S. Department of Housing and Urban Development (“HUD”), and agencies such as FNMA and the
Federal Home Loan Mortgage Corporation (“FHLMC”), have an impact on the Company’s business. The effect of these
statutes, regulations, regulatory policies and rules are significant to the financial condition and results of operations of the
Company and its subsidiaries, including the Bank, and the nature and extent of future legislative, regulatory or other changes
affecting financial institutions are impossible to predict with any certainty.
Additional initiatives may be proposed or introduced before Congress, the California Legislature, and other governmental
bodies in the future. Such proposals, if enacted, may further alter the structure, regulation, and competitive relationship among
financial institutions and may subject us to increased supervision and disclosure and reporting requirements. In addition, the
various bank regulatory agencies often adopt new rules and regulations and policies to implement and enforce existing
legislation. It cannot be predicted whether, or in what form, any such legislation or regulatory changes in policy may be enacted
or the extent to which the business of the Bank would be affected thereby. The outcome of examinations, any litigation, or any
investigations initiated by state or federal authorities also may result in necessary changes in our operations and increased
compliance costs.
Federal and state banking laws impose a comprehensive system of supervision, regulation and enforcement on the
operations of financial institutions, their holding companies and affiliates intended primarily for the protection of the FDIC-
insured deposits and depositors of banks, rather than their shareholders. These federal and state laws, and the related regulations
of the bank regulatory agencies, affect, among other things, the scope of business, the kinds and amounts of investments banks
may make, reserve requirements, capital levels relative to operations, the nature and amount of collateral for loans, the
establishment of branches, the ability to merge, consolidate and acquire, dealings with insiders and affiliates and the payment
of dividends.
This supervisory and regulatory framework subjects banks and bank holding companies to regular examination by their
respective regulatory agencies, which results in examination reports and ratings that, while not publicly available, can affect
the conduct and growth of their businesses. These examinations consider not only compliance with applicable laws and
regulations, but also capital levels, asset quality and risk, management ability and performance, earnings, liquidity, and various
other factors. The regulatory agencies generally have broad discretion to impose restrictions and limitations on the operations
of a regulated entity where the agencies determine, among other things, that such operations are unsafe or unsound, fail to
comply with applicable laws or are otherwise inconsistent with laws and regulations or with the supervisory policies of these
agencies.
56
The following is a summary of the material elements of the supervisory and regulatory framework applicable to the
Company and its subsidiaries, including the Bank. It does not describe all of the statutes, regulations and regulatory policies
that apply, nor does it restate all of the requirements of those that are described. The descriptions are qualified in their entirety
by reference to the particular statutory and regulatory provision.
Bank Holding Company and Bank Regulation
Bancorp is a financial holding company within the meaning of the Bank Holding Company Act and is registered as such
with the Federal Reserve. Bancorp is also a bank holding company within the meaning of Section 1280 of the California
Financial Code. Therefore, Bancorp and its subsidiaries are subject to examination by, and may be required to file reports with,
the Federal Reserve and the DFPI. Federal Reserve and DFPI approvals are also required for financial holding companies to
acquire control of a bank. As a California commercial bank, the deposits of which are insured by the FDIC, the Bank is subject
to regulation, supervision, and regular examination by the DFPI and by the FDIC, as the Bank’s primary federal regulator, and
must additionally comply with certain applicable regulations of the Federal Reserve.
The wide range of requirements and restrictions contained in both federal and state banking laws include:
● Requirements that bank holding companies and banks file periodic reports.
● Requirements that bank holding companies and banks meet or exceed minimum capital requirements (see
“Regulatory Capital Requirements” below).
● Requirements that bank holding companies serve as a source of financial and managerial strength for their banking
subsidiaries. In addition, the regulatory agencies have “prompt corrective action” authority to limit activities and
require a limited guaranty of a required bank capital restoration plan by a bank holding company if the capital of a
bank subsidiary falls below capital levels required by the regulators. (See “Source of Strength” and “Prompt
Corrective Action” below.)
Limitations on dividends payable to stockholders. Bancorp’s ability to pay dividends is subject to legal and
regulatory restrictions. A substantial portion of Bancorp’s funds to pay dividends or to pay principal and interest on
our debt obligations is derived from dividends paid by the Bank. (See “The Company – Dividend Payments” below)
●
●
●
Limitations on dividends payable by bank subsidiaries. These dividends are subject to various legal and regulatory
restrictions. The federal banking agencies have indicated that paying dividends that deplete a depositary institution’s
capital base to an inadequate level would be an unsafe and unsound banking practice. Moreover, the federal agencies
have issued policy statements that provide that bank holding companies and insured banks should generally only
pay dividends out of current operating earnings. (See “The Bank – Dividend Payments” below)
Safety and soundness requirements. Banks must be operated in a safe and sound manner and meet standards
applicable to internal controls, information systems, internal audit, loan documentation, credit underwriting, interest
rate exposure, asset growth, and compensation, as well as other operational and management standards. These safety
and soundness requirements give bank regulatory agencies significant latitude in exercising their supervisory
authority and the authority to initiate informal or formal enforcement actions.
● Requirements for notice, application and approval, or non-objection of acquisitions and certain other activities
conducted directly or in subsidiaries of Bancorp or the Bank.
● Compliance with the Community Reinvestment Act (“CRA”). The CRA requires that banks help meet the credit
needs in their communities, including the availability of credit to low and moderate income individuals. If the Bank
fails to adequately serve its communities, restrictions may be imposed, including denials of applications for
branches, for adding subsidiaries or affiliate companies, for engaging in new activities or for the merger with or
purchase of other financial institutions. In its last reported examination by the FDIC in April 2020, the Bank
received a CRA rating of “Satisfactory.”
● Compliance with the Bank Secrecy Act, the USA Patriot Act, and other anti-money laundering laws (“AML”), and
the regulations of the Treasury’s Office of Foreign Assets Control (“OFAC”). (See “The Bank – Anti-Money
Laundering and OFAC Regulation below.)
Limitations on the amount of loans to one borrower and its affiliates and to executive officers and directors.
Limitations on transactions with affiliates.
●
●
● Restrictions on the nature and amount of any investments in, and the ability to underwrite, certain securities.
● Requirements for opening of intra- and interstate branches.
● Compliance with truth in lending and other consumer protection and disclosure laws to ensure equal access to credit
and to protect consumers in credit transactions. (See “Operations, Consumer and Privacy Compliance Laws”
below.)
57
● Compliance with provisions of the Gramm-Leach-Bliley Act of 1999 (“GLB Act”) and other federal and state laws
dealing with privacy for nonpublic personal information of customers, including but not limited to the California
Consumer Privacy Act of 2018 (the “CCPA”), which took effect January 1, 2020. The CCPA gives consumers more
control over the personal information that businesses collect about them and the CCPA regulations provide
guidance on how to implement the law. This landmark law secures new privacy rights for California consumers,
including: (i) the right to know about the personal information a business collects about them and how it is used
and shared; (ii) the right to delete personal information collected from them (with some exceptions); (iii) the right
to opt-out of the sale of their personal information; and (iv) the right to non-discrimination for exercising their
CCPA rights. The federal bank regulators have adopted rules limiting the ability of banks and other financial
institutions to disclose non-public information about consumers to unaffiliated third parties. These limitations
require disclosure of privacy policies to consumers and, in some circumstances, allow consumers to prevent
disclosure of certain personal information to an unaffiliated third party. These regulations affect how consumer
information is transmitted through diversified financial companies and conveyed to outside vendors.
Specific federal and state laws and regulations which are applicable to banks regulate, among other things, the scope of
their business, their investments, their reserves against deposits, the timing of the availability of deposited funds, their activities
relating to dividends, the nature and amount of and collateral for certain loans, servicing and foreclosing on loans, borrowings,
capital requirements, certain check-clearing activities, branching, and mergers and acquisitions. California banks are also
subject to statutes and regulations including Federal Reserve Regulation O and Federal Reserve Act Sections 23A and 23B and
Regulation W, which restrict or limit loans or extensions of credit to “insiders,” including officers, directors, and principal
shareholders, and affiliates, and purchases of assets from affiliates, including parent bank holding companies, except pursuant
to certain exceptions and only on terms and conditions at least as favorable to those prevailing for comparable transactions with
unaffiliated parties. The Dodd-Frank Act expanded definitions and restrictions on transactions with affiliates and insiders under
Sections 23A and 23B, and also lending limits for derivative transactions, repurchase agreements and securities lending, and
borrowing transactions.
The Bank operates branches and/or loan production offices in California, Illinois, Nevada, New York, New Jersey and
Hawaii. While the DFPI remains the Bank’s primary state regulator, the Bank’s operations in these jurisdictions are subject to
examination and supervision by local bank regulators, and transactions with customers in those jurisdictions are subject to local
laws, including consumer protection laws.
CFPB Actions
The Dodd-Frank Act provided for the creation of the CFPB as an independent entity within the Federal Reserve with
broad rulemaking, supervisory, and enforcement authority over consumer financial products and services, including deposit
products, residential mortgages, home-equity loans and credit cards. The CFPB’s functions include investigating consumer
complaints, conducting market research, rulemaking, supervising and examining bank consumer transactions, and enforcing
rules related to consumer financial products and services. CFPB regulations and guidance apply to all financial institutions and
banks with $10 billion or more in assets, which are also subject to examination by the CFPB. As the Bank has less than $10
billion in assets, it is not examined for compliance with CFPB regulation by the CFPB, although it is examined by the FDIC
and the DFPI.
58
The CFPB has enforcement authority over unfair, deceptive or abusive act and practices (“UDAAP”). UDAAP is
considered one of the most far reaching new enforcement tools at the disposal of the CFPB and covers all consumer and small
business financial products or services such as deposit and lending products or services such as overdraft programs and third-
party payroll card vendors. It is a wide-ranging regulatory net that potentially picks up the gaps not included in other consumer
laws, rules and regulations. Violations of UDAAP can be found in many areas and can include advertising and marketing
materials, the order of processing and paying items in a checking account or the design of client overdraft programs. The scope
of coverage includes not only direct interactions with clients and prospects but also actions by third-party service providers.
The Dodd-Frank Act does not prevent states from adopting stricter consumer protection standards. State regulation of financial
products and potential enforcement actions could also adversely affect our business, financial condition or results of operations.
In 2020, the California Legislature passed Assembly Bill 1864, which enacts the California Consumer Financial
Protection Law ("CCFPL"). Among other items, the CCFPL:
●
Establishes UDAAP authority for the new DFPI, adding “abusive” to “unfair or deceptive” acts or practices
prohibited by California law, and authorizing remedies similar to those provided in the Dodd-Frank Act;
● Authorizes the DFPI to impose penalties of $2,500 for “each act or omission” in violation of the law without a
showing that the violation was willful, which, arguably, represents an enhancement of DFPI’s existing enforcement
powers in contrast to Dodd-Frank and existing California law, enhanced penalties for “reckless” violations of up to
$25,000 per day or $10,000 per violation, and for “knowing” violations, the penalty may be up to $1,000,000 per
day or 1% of the violator’s net worth (whichever is less) or $25,000 per violation;
●
Exempts from the DFPI’s new UDAAP authority, banks, credit unions, federal savings and loan associations, and
similar entities, as well as current licensees of the DFPI and licensees of other California agencies, “to the extent
that licensee or employee is acting under the authority of” the license;
● Creates a “registration” requirement (subject to the DFPI’s implementing regulations) that greatly expands the reach
of the DFPI to oversee entities that are not currently subject to licensure/registration;
●
Provides DFPI with broad discretion to determine what constitutes a “financial product or service” within the law’s
coverage, including by a regulation finding that the financial product or service is either: “(A) Entered into or
conducted as a subterfuge or with a purpose to evade any consumer financial law,” or “(B) Permissible for a bank
… to offer or provide … [but] has, or likely will have, a material impact on consumers,” with certain enumerated
exclusions; and
●
Provides that administration of the law will be funded through the fees generated by the new registration process
and other funds generated from fines, penalties, settlements, or judgments.
Interchange Fees
Under the Durbin Amendment to the Dodd-Frank Act, the Federal Reserve adopted rules establishing standards for
assessing whether the interchange fees that may be charged with respect to certain electronic debit transactions are “reasonable
and proportional” to the costs incurred by issuers for processing such transactions.
Interchange fees, or “swipe” fees, are charges that merchants pay to us and other card-issuing banks for processing
electronic payment transactions. Under the final rules, for those card-issuing banks with $10 million or more in total assets, the
maximum permissible interchange fee is equal to no more than 21 cents plus 5 basis points of the transaction value for many
types of debit interchange transactions. We are not subject to this limitation because we have less than $10 billion in total
assets. The Federal Reserve also adopted a rule to allow a debit card issuer to recover 1 cent per transaction for fraud prevention
purposes if the issuer complies with certain fraud-related requirements required by the Federal Reserve. The Federal Reserve
also has rules governing routing and exclusivity that require issuers to offer two unaffiliated networks for routing transactions
on each debit or prepaid product.
Financial Regulatory Reform
The Dodd-Frank Act, which was enacted in July 2010, significantly restructured the financial regulatory landscape in the
United States, including the creation of a systemic risk oversight body, the Financial Stability Oversight Council (the “FSOC”).
The FSOC oversees and coordinates the efforts of the primary U.S. financial regulatory agencies (including the Federal
Reserve, SEC, the Commodity Futures Trading Commission and the FDIC) in establishing regulations to address financial
stability concerns. The Dodd-Frank Act and the Federal Reserve’s implementing regulations impose increasingly stringent
regulatory requirements on financial institutions as their size and scope of activities increases.
59
In May 2018, the Economic Growth, Regulatory Relief, and Consumer Protection Act (“EGRRCPA”) was enacted.
While the EGRRCPA reduced the impact of the Dodd-Frank Act on bank holding companies of our size, the Dodd-Frank Act
nonetheless subjected us to additional significant regulatory requirements.
Regulatory Capital Requirements
Bank holding companies and banks are subject to various regulatory capital requirements administered by state and
federal agencies. These agencies may establish higher minimum requirements if, for example, a banking organization
previously has received special attention or has a high susceptibility to interest rate risk. Risk-based capital requirements
determine the adequacy of capital based on the risk inherent in various classes of assets and off-balance sheet items. Under the
Dodd-Frank Act, the Federal Reserve must apply consolidated capital requirements to depository institution holding companies
that are no less stringent than those currently applied to depository institutions. The Dodd-Frank Act additionally requires
capital requirements to be countercyclical so that the required amount of capital increases in times of economic expansion and
decreases in times of economic contraction, consistent with safety and soundness.
Under federal regulations, bank holding companies and banks must meet certain risk-based capital requirements.
Effective as of January 1, 2015, the Basel III final capital framework, among other things, (i) introduced as a new capital
measure “Common Equity Tier 1” (“CET1”) (ii) specified that Tier 1 capital consists of CET1 and “Additional Tier 1 capital”
instruments meeting specified requirements, (iii) defined CET1 narrowly by requiring that most adjustments to regulatory
capital measures be made to CET1 and not to the other components of capital, and (iv) expanded the scope of the adjustments,
as compared to existing regulations. Beginning January 1, 2016, financial institutions were required to maintain a minimum
capital conservation buffer to avoid restrictions on capital distributions such as dividends and equity repurchases and other
payments such as discretionary bonuses to executive officers. The minimum capital conservation buffer was phased in over a
four year transition period with minimum buffers of 0.625%, 1.25%, 1.875%, and 2.50% during 2017, 2018, 2019 and 2020,
respectively.
As fully phased-in on January 1, 2019, Basel III subjects bank holding companies and banks to the following risk-based
capital requirements:
●
●
●
●
a minimum ratio of CET1 to risk-weighted assets of at least 4.5%, plus a 2.5% “capital conservation buffer”, or
7.0%;
a minimum ratio of Tier I capital to risk-weighted assets of at least 6.0%, plus the capital conservation buffer, or
8.5%;
a minimum ratio of Total (Tier 1 plus Tier 2) capital to risk-weighted assets of at least 8.0%, plus the capital
conservation buffer, or 10.5%; and
a minimum leverage ratio of 4%, calculated as the ratio of Tier 1 capital to balance sheet exposures plus certain
off-balance sheet exposures.
To be considered “well capitalized,” a bank holding company or bank must have the following minimum ratios: (i) a
Tier 1 leverage ratio of 5.0%, (ii) a common equity Tier 1 risk-based capital ratio of 6.5%, (iii) a Tier 1 risk-based capital
ratio of 8.0%, and (iv) a total risk-based capital ratio of 10.0%.
The Basel III final framework provides for a number of deductions from and adjustments to CET1. These include, for
example, the requirement that mortgage servicing rights, deferred tax assets dependent upon future taxable income
and significant investments in non-consolidated financial entities be deducted from CET1 to the extent that any one such
category exceeds 10% of CET1 or all such categories exceed 15% of CET1. Basel III also includes, as part of the definition of
CET1 capital, a requirement that banking institutions include the amount of Additional Other Comprehensive Income
(“AOCI”), which primarily consists of unrealized gains and losses on available for sale securities, which are not required to be
treated as other-than-temporary impairment, net of tax, in calculating regulatory capital. Banking institutions had the option to
opt out of including AOCI in CET1 capital if they elected to do so in their first regulatory report following January 1, 2015. As
permitted by Basel III, Bancorp and the Bank elected to exclude AOCI from CET1.
The Dodd-Frank Act excludes trust preferred securities issued after May 19, 2010, from being included in Tier 1 capital,
unless the issuing company is a bank holding company with less than $500 million in total assets. Trust preferred securities
issued prior to that date will continue to count as Tier 1 capital for bank holding companies with less than $15 billion in total
assets, such as Bancorp. The trust preferred securities issued by our unconsolidated subsidiary capital trusts qualify as Tier 1
capital up to a maximum limit of 25% of total Tier 1 capital. Any additional portion of our trust preferred securities would
qualify as “Tier 2 capital.”
60
In addition, goodwill and most intangible assets are deducted from Tier 1 capital. For purposes of applicable total risk-
based capital regulatory guidelines, Tier 2 capital (sometimes referred to as “supplementary capital”) is defined to include,
subject to limitations: perpetual preferred stock not included in Tier 1 capital, intermediate-term preferred stock and any related
surplus, certain hybrid capital instruments, perpetual debt and mandatory convertible debt securities, allowances for loan and
lease losses, and intermediate-term subordinated debt instruments. The maximum amount of qualifying Tier 2 capital is 100%
of qualifying Tier 1 capital. For purposes of determining total capital under federal guidelines, total capital equals Tier 1 capital,
plus qualifying Tier 2 capital, minus investments in unconsolidated subsidiaries, reciprocal holdings of bank holding company
capital securities, and deferred tax assets and other deductions.
We had outstanding subordinated debentures in the aggregate principal amount of $187.5 million as of December 31,
2021. Of this amount, $14.5 million is attributable to subordinated debentures issued to statutory trusts in connection with prior
issuances of trust preferred securities, which qualifies as Tier 1 capital, and $173.0 million is attributable to outstanding
subordinated notes, which qualifies as Tier 2 capital.
Basel III changed the manner of calculating risk-weighted assets. New methodologies for determining risk-weighted
assets in the general capital rules are included, including revisions to recognition of credit risk mitigation, including a greater
recognition of financial collateral and a wider range of eligible guarantors. They also include risk weighting of equity exposures
and past due loans; and higher (greater than 100%) risk weighting for certain commercial real estate exposures that have higher
credit risk profiles, including higher loan to value and equity components. In particular, loans categorized as “high-volatility
commercial real estate” loans, as defined as pursuant to applicable federal regulations, are required to be assigned a 150% risk
weighting, and require additional capital support.
In addition to the uniform risk-based capital guidelines and regulatory capital ratios that apply across the industry, the
regulators have the discretion to set individual minimum capital requirements for specific institutions at rates significantly
above the minimum guidelines and ratios. Future changes in regulations or practices could further reduce the amount of capital
recognized for purposes of capital adequacy. Such a change could affect our ability to grow and could restrict the amount of
profits, if any, available for the payment of dividends.
In addition, the Dodd-Frank Act requires the federal banking agencies to adopt capital requirements that address the risks
that the activities of an institution poses to the institution and the public and private stakeholders, including risks arising from
certain enumerated activities.
Basel III became applicable to Bancorp and the Bank on January 1, 2015. As a result of the EGRRCPA, Bancorp was
not subject to the more stringent Basel III minimum capital requirements until Bancorp’s total consolidated assets equaled or
exceeded $3 billion. However, as of December 31, 2021, Bancorp had total consolidated assets of $4.2 billion and,
consequently, the more stringent Basel III minimum capital requirements became applicable. Overall, the Company believes
that implementation of the Basel III Rule has not had and will not have a material adverse effect on Bancorp’s or the Bank’s
capital ratios, earnings, shareholder’s equity, or its ability to pay dividends, effect stock repurchases or pay discretionary
bonuses to executive officers.
In September 2017, the federal bank regulators proposed to revise and simplify the capital treatment for certain deferred
tax assets, mortgage servicing assets, investments in non-consolidated financial entities and minority interests for banking
organizations, such as Bancorp and the Bank, that are not subject to the advanced approaches requirements. In November 2017,
the federal banking regulators revised the Basel III Rules to extend the current transitional treatment of these items for non-
advanced approaches banking organizations until the September 2017 proposal is finalized. The September 2017 proposal
would also change the capital treatment of certain commercial real estate loans under the standardized approach, which we use
to calculate our capital ratios.
In December 2017, the Basel Committee published standards that it described as the finalization of the Basel III post-
crisis regulatory reforms (the standards are commonly referred to as “Basel IV”). Among other things, these standards revise
the Basel Committee’s standardized approach for credit risk (including by recalibrating risk weights and introducing new
capital requirements for certain “unconditionally cancellable commitments,” such as unused credit card lines of credit) and
provides a new standardized approach for operational risk capital. Under the Basel framework, these standards will generally
be effective on January 1, 2022, with an aggregate output floor phasing in through January 1, 2027. Under the current U.S.
capital rules, operational risk capital requirements and a capital floor apply only to advanced approaches institutions, and not
to Bancorp or the Bank. The impact of Basel IV on us will depend on the manner in which it is implemented by the federal
bank regulators.
61
In 2018, the federal bank regulatory agencies issued a variety of proposals and made statements concerning regulatory
capital standards. These proposals touched on such areas as commercial real estate exposure, credit loss allowances under
generally accepted accounting principles, capital requirements for covered swap entities, among others. In July 2019, the federal
bank regulators adopted a final rule that simplifies the capital treatment for certain deferred tax assets, mortgage servicing
assets, investments in non-consolidated financial entities and minority interests for banking organizations, such as Bancorp and
the Bank, that are not subject to the advanced approaches requirements. We will be assessing the impact on us of these new
regulations and supervisory approaches as they are proposed and implemented.
As of December 31, 2021, the Bank’s capital ratios exceeded the minimum capital adequacy guideline percentage
requirements of the federal banking agencies for “well capitalized” institutions under the Basel III capital rules on a fully
phased-in basis.
With respect to the Bank, the Basel III Capital Rules also revise the PCA regulations pursuant to Section 38 of the Federal
Deposit Insurance Act, as discussed below under “PCA”.
Prompt Corrective Action (“PCA”)
The Federal Deposit Insurance Act, as amended (the "FDIA"), requires federal banking agencies to take PCA in respect
of depository institutions that do not meet minimum capital requirements. The FDIA includes the following five capital tiers:
“well capitalized”, “adequately capitalized”, “undercapitalized”, “significantly undercapitalized”, and “critically
undercapitalized”. A depository institution’s capital tier will depend upon how its capital levels compare with various relevant
capital measures and certain other factors, as established by regulation. The Basel III Capital Rules, revised the PCA
requirements effective January 1, 2015. Under the revised PCA provisions of the FDIA, an insured depository institution
generally will be classified in the following categories based on the capital measures indicated:
PCA Category
Well capitalized ............................................................................
Adequately capitalized .................................................................
Undercapitalized ..........................................................................
Significantly undercapitalized ......................................................
Critically undercapitalized ...........................................................
Total
Risk-
Based
Capital
Ratio
10 %
8
%
< 8%
< 6%
Tier I
Risk-
Based
Capital
Ratio
8
6
< 6%
< 4%
CET1
Risk-
Based
Ratio
6.5 %
4.5 %
%
%
< 4.5%
< 3.0%
Tier I
Leverage
Ratio
5
4
< 4%
< 3%
%
%
Tangible Equity/Total Assets =< 2%
An institution may be downgraded to, or deemed to be in, a capital category that is lower than indicated by its capital
ratios, if it is determined to be in an unsafe or unsound condition or if it receives an unsatisfactory examination rating with
respect to certain matters. A bank’s capital category is determined solely for the purpose of applying PCA regulations and the
capital category may not constitute an accurate representation of the bank’s overall financial condition or prospects for other
purposes.
The FDIA generally prohibits a depository institution from making any capital distributions (including payment of a
dividend) or paying any management fee to its parent holding company, if the depository institution would thereafter be
“undercapitalized”. “Undercapitalized” institutions are subject to growth limitations and are required to submit capital
restoration plans. If a depository institution fails to submit an acceptable plan, it is treated as if it is “significantly
undercapitalized”. “Significantly undercapitalized” depository institutions may be subject to a number of requirements and
restrictions, including orders to sell sufficient voting stock to become “adequately capitalized”, requirements to reduce total
assets, and cessation of receipt of deposits from correspondent banks. “Critically undercapitalized” institutions are subject to
the appointment of a receiver or conservator.
The capital classification of a bank holding company and a bank affects the frequency of regulatory examinations, the
bank holding company’s and the bank’s ability to engage in certain activities and the deposit insurance premium paid by the
bank. As of December 31, 2021, we met the requirements to be “well-capitalized” based upon the aforementioned ratios for
purposes of the prompt corrective action regulations, as currently in effect.
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The Company
General. Bancorp, as the sole shareholder of the Bank, is a financial holding company under federal law and regulation.
As a financial holding company, Bancorp is registered with, and is subject to regulation by, the Federal Reserve under the Bank
Holding Company Act of 1956, as amended (the “BHCA”). In accordance with Federal Reserve policy, and as now codified
by the Dodd-Frank Act, Bancorp is legally obligated to act as a source of financial strength to the Bank and to commit resources
to support the Bank in circumstances where Bancorp might not otherwise do so. Under the BHCA, Bancorp is subject to
periodic examination by the Federal Reserve. Bancorp is required to file with the Federal Reserve periodic reports of Bancorp’s
operations and such additional information regarding Bancorp and its subsidiaries as the Federal Reserve may require.
Acquisitions, Activities and Change in Control. The primary purpose of a bank holding company is to control and
manage banks. The BHCA generally requires the prior approval by the Federal Reserve for any merger involving a bank holding
company or any acquisition of control by a bank holding company of another bank or bank holding company. Subject to certain
conditions (including deposit concentration limits established by the BHCA and the Dodd-Frank Act), the Federal Reserve may
allow a bank holding company to acquire banks located in any state of the United States. In approving interstate acquisitions,
the Federal Reserve is required to give effect to applicable state law limitations on the aggregate amount of deposits that may
be held by the acquiring bank holding company and its insured depository institution affiliates in the state in which the target
bank is located (provided that those limits do not discriminate against out-of-state depository institutions or their holding
companies) and state laws that require that the target bank have been in existence for a minimum period of time (not to exceed
five years) before being acquired by an out-of-state bank holding company. Furthermore, in accordance with the Dodd-Frank
Act, bank holding companies must be well-capitalized and well-managed in order to effect interstate mergers or acquisitions.
For a discussion of the capital requirements, see “Regulatory Capital Requirements” above.
The BHCA generally prohibits Bancorp from acquiring direct or indirect ownership or control of more than 5% of the
voting shares of any company that is not a bank and from engaging in any business other than that of banking, managing and
controlling banks or furnishing services to banks and their subsidiaries. This general prohibition is subject to a number of
exceptions. The principal exception allows bank holding companies to engage in, and to own shares of companies engaged in,
certain businesses found by the Federal Reserve prior to November 11, 1999 to be “so closely related to banking ... as to be a
proper incident thereto”. This authority would permit Bancorp to engage in a variety of banking-related businesses, including
the ownership and operation of a savings association, or any entity engaged in consumer finance, equipment leasing, the
operation of a computer service bureau (including software development) and mortgage banking and brokerage. The BHCA
generally does not place territorial restrictions on the domestic activities of nonbank subsidiaries of bank holding companies.
Additionally, bank holding companies that meet certain eligibility requirements prescribed by the BHCA and elect to
operate as financial holding companies may engage in, or own shares in companies engaged in, a wider range of nonbanking
activities, including securities and insurance underwriting and sales, merchant banking and any other activity that the Federal
Reserve, in consultation with the Secretary of the Treasury, determines by regulation or order is financial in nature or incidental
to any such financial activity or that the Federal Reserve determines by order to be complementary to any such financial activity
and does not pose a substantial risk to the safety or soundness of depository institutions or the financial system generally.
Bancorp has elected to be a financial holding company.
In order to maintain Bancorp’s status as a financial holding company, Bancorp and the Bank must be well-capitalized,
well-managed, and have a least a satisfactory CRA rating. If the Federal Reserve subsequently determines that Bancorp, as a
financial holding company, is not well-capitalized or well-managed, Bancorp would have a period of time during which to
achieve compliance, but during the period of noncompliance, the Federal Reserve may place any limitations on Bancorp it
believes to be appropriate. Furthermore, if the Federal Reserve subsequently determines that the Bank, as a financial holding
company subsidiary, has not received a satisfactory CRA rating, Bancorp would not be able to commence any new financial
activities or acquire a company that engages in such activities.
Federal law also prohibits any person or company from acquiring “control” of an FDIC-insured depository institution or
its holding company without prior notice to the appropriate federal bank regulator. “Control” is conclusively presumed to exist
upon the acquisition of 25% or more of the outstanding voting securities of a bank or bank holding company, but may arise
under certain circumstances between 5% and 24.99% ownership.
Under the California Financial Code, any proposed acquisition of “control” of the Bank by any person (including a
company) must be approved by the Commissioner of the DFPI. The California Financial Code defines “control” as the power,
directly or indirectly, to direct the Bank’s management or policies or to vote 25% or more of any class of the Bank’s outstanding
voting securities. Additionally, a rebuttable presumption of control arises when any person (including a company) seeks to
acquire, directly or indirectly, 10% or more of any class of the Bank’s outstanding voting securities.
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Capital Requirements. Bank holding companies are required to maintain capital in accordance with Federal Reserve
capital adequacy requirements, as affected by the Dodd-Frank Act and Basel III. For a discussion of capital requirements, see
“Regulatory Capital Requirements” above.
Dividend Payments. Bancorp’s ability to pay dividends to its shareholders may be affected by both general corporate
law considerations and the policies of the Federal Reserve applicable to bank holding companies. As a California corporation,
Bancorp is subject to the limitations of California law, which allows a corporation to distribute cash or property to shareholders,
including a dividend or repurchase or redemption of shares, if the corporation meets either a retained earnings test or a “balance
sheet” test. Under the retained earnings test, Bancorp may make a distribution from retained earnings to the extent that its
retained earnings exceed the sum of (a) the amount of the distribution plus (b) the amount, if any, of dividends in arrears on
shares with preferential dividend rights. Bancorp may also make a distribution if, immediately after the distribution, the value
of its assets equals or exceeds the sum of (a) its total liabilities plus (b) the liquidation preference of any shares which have a
preference upon dissolution over the rights of shareholders receiving the distribution. Indebtedness is not considered a liability
if the terms of such indebtedness provide that payment of principal and interest thereon are to be made only if, and to the extent
that, a distribution to shareholders could be made under the balance sheet test. A California corporation may specify in its
articles of incorporation that distributions under the retained earnings test or balance sheet test can be made without regard to
the preferential rights amount. Bancorp’s articles of incorporation do not address distributions under either the retained earnings
test or the balance sheet test.
As a general matter, the Federal Reserve has indicated that the board of directors of a bank holding company should
eliminate, defer or significantly reduce dividends to shareholders if: (i) Bancorp’s net income available to shareholders for the
past four quarters, net of dividends previously paid during that period, is not sufficient to fully fund the dividends; (ii) the
prospective rate of earnings retention is inconsistent with Bancorp’s capital needs and overall current and prospective financial
condition; or (iii) Bancorp will not meet, or is in danger of not meeting, its minimum regulatory capital adequacy ratios. The
Federal Reserve also possesses enforcement powers over bank holding companies and their nonbank subsidiaries to prevent or
remedy actions that represent unsafe or unsound practices or violations of applicable statutes and regulations. Among these
powers is the ability to proscribe the payment of dividends by banks and bank holding companies.
The terms of our junior subordinated notes also limit our ability to pay dividends on our common stock. If we are not
current on our payment of interest on our Junior Subordinated Notes, we may not pay dividends on our common stock. The
amount of future dividends by Bancorp will depend on our earnings, financial condition, capital requirements and other factors,
and will be determined by our board of directors in accordance with the capital management and dividend policy.
The Bank is a legal entity that is separate and distinct from its holding company. Bancorp is dependent on the performance
of the Bank for funds which may be received as dividends from the Bank for use in the operation of Bancorp and the ability of
Bancorp to pay dividends to stockholders. Future cash dividends by the Bank will also depend upon management’s assessment
of future capital requirements, contractual restrictions, and other factors. When phased in, the new capital rules will restrict
dividends by the Bank if the capital conservation buffer is not achieved.
The Bank
General. The Bank is a California-chartered bank, but is not a member of the Federal Reserve System (a “non-member
bank”). The deposit accounts of the Bank are insured by the FDIC’s Deposit Insurance Fund (“DIF”) to the maximum extent
provided under federal law and FDIC regulations. As a California-chartered FDIC-insured non-member bank, the Bank is
subject to the examination, supervision, reporting and enforcement requirements of the DFPI, the chartering authority for
California banks, and as a non-member bank, the FDIC.
Supervisory Assessments. California-chartered banks are required to pay supervisory assessments to the DFPI to fund
its operations. The amount of the assessment paid by a California bank to the DFPI is calculated on the basis of the institution’s
total assets, including consolidated subsidiaries, as reported to the DFPI. During the years ended December 31, 2021 and 2020,
the Bank paid supervisory assessments to the DFPI totaling $201,000 and $164,000, respectively.
Capital Requirements. Banks are generally required to maintain capital levels in excess of other businesses. For a
discussion of capital requirements, see “Regulatory Capital Requirements” above.
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Dividend Payments. The primary source of funds for the Company is dividends from the Bank. Under the California
Financial Code, the Bank is permitted to pay a dividend in the following circumstances: (i) without the consent of either the
DFPI or the Bank’s shareholders, in an amount not exceeding the lesser of (a) the retained earnings of the Bank; or (b) the net
income of the Bank for its last three fiscal years, less the amount of any distributions made during the prior period; (ii) with the
prior approval of the DFPI, in an amount not exceeding the greatest of: (a) the retained earnings of the Bank; (b) the net income
of the Bank for its last fiscal year; or (c) the net income for the Bank for its current fiscal year; and (iii) with the prior approval
of the DFPI and the Bank’s shareholders in connection with a reduction of its contributed capital. The payment of dividends
by any financial institution is affected by the requirement to maintain adequate capital pursuant to applicable capital adequacy
guidelines and regulations, and a financial institution generally is prohibited from paying any dividends if, following payment
thereof, the institution would be undercapitalized. As described above, the Bank exceeded its minimum capital requirements
under applicable regulatory guidelines as of December 31, 2021.
Transactions with Affiliates and Insiders. Depository institutions are subject to the restrictions contained in the Federal
Reserve Act (the “FRA”) with respect to loans to directors, executive officers and principal stockholders. Under the FRA, loans
to directors, executive officers and stockholders who own more than 10% of a depository institution and certain affiliated
entities of any of the foregoing, may not exceed, together with all other outstanding loans to such person and affiliated entities,
the institution’s loans-to-one-borrower limit. Federal regulations also prohibit loans above amounts prescribed by the
appropriate federal banking agency to directors, executive officers, and stockholders who own more than 10% of an institution,
and their respective affiliates, unless such loans are approved in advance by a majority of the board of directors of the institution.
Any “interested” director may not participate in the voting. The proscribed loan amount, which includes all other outstanding
loans to such person, as to which such prior board of director approval is required, is the greater of $25,000 or 5% of capital
and surplus up to $500,000. The Federal Reserve also requires that loans to directors, executive officers and principal
stockholders be made on terms substantially the same as offered in comparable transactions to non-executive employees of the
bank and must not involve more than the normal risk of repayment. There are additional limits on the amount a bank can loan
to an executive officer.
Transactions between a bank and its “affiliates” are quantitatively and qualitatively restricted under Sections 23A and
23B of the FRA. Section 23A restricts the aggregate amount of covered transactions with any individual affiliate to 10% of the
capital and surplus of the financial institution. The aggregate amount of covered transactions with all affiliates is limited to
20% of the institution’s capital and surplus. Certain transactions with affiliates are required to be secured by collateral in an
amount and of a type described in Section 23A and the purchase of low quality assets from affiliates are generally prohibited.
Section 23B generally provides that certain transactions with affiliates, including loans and asset purchases, must be on
terms and under circumstances, including credit standards, that are substantially the same or at least as favorable to the
institution as those prevailing at the time for comparable transactions with non-affiliated companies. The Federal Reserve has
promulgated Regulation W, which codifies prior interpretations under Sections 23A and 23B of the FRA and provides
interpretive guidance with respect to affiliate transactions. Affiliates of a bank include, among other entities, a bank’s holding
company and companies that are under common control with the bank. Bancorp is considered to be an affiliate of the Bank.
The Dodd-Frank Act generally enhanced the restrictions on transactions with affiliates under Section 23A and 23B of
the FRA, including an expansion of the definition of “covered transactions” and an increase in the amount of time for which
collateral requirements regarding covered credit transactions must be satisfied. Insider transaction limitations are expanded
through the strengthening of loan restrictions to insiders and the expansion of the types of transactions subject to the various
limits, including derivatives transactions, repurchase agreements, reverse repurchase agreements and securities lending or
borrowing transactions. Restrictions are also placed on certain asset sales to and from an insider to an institution, including
requirements that such sales be on market terms and, in certain circumstances, approved by the institution’s board of directors.
Loans to One Borrower. Under California law, our ability to make aggregate secured and unsecured loans-to-one-
borrower is limited to 25% and 15%, respectively, of unimpaired capital and surplus. At December 31, 2021, the Bank’s
regulatory limit on aggregate secured loans-to-one-borrower was $150.8 million and unsecured loans-to-one borrower was
$90.5 million.
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Safety and Soundness Standards/Risk Management. The federal banking agencies have adopted guidelines that
establish operational and managerial standards to promote the safety and soundness of federally insured depository institutions.
The guidelines set forth standards for internal controls, information systems, internal audit systems, loan documentation, credit
underwriting, interest rate exposure, asset growth, compensation, fees and benefits, asset quality and earnings.
In general, the safety and soundness guidelines prescribe the goals to be achieved in each area, and each institution is
responsible for establishing its own procedures to achieve those goals. If an institution fails to comply with any of the standards
set forth in the guidelines, the financial institution’s primary federal regulator may require the institution to submit a plan for
achieving and maintaining compliance. If a financial institution fails to submit an acceptable compliance plan, or fails in any
material respect to implement a compliance plan that has been accepted by its primary federal regulator, the regulator is required
to issue an order directing the institution to cure the deficiency. Until the deficiency cited in the regulator’s order is cured, the
regulator may restrict the financial institution’s rate of growth, require the financial institution to increase its capital, restrict
the rates the institution pays on deposits or require the institution to take any action the regulator deems appropriate under the
circumstances. Noncompliance with the standards established by the safety and soundness guidelines may also constitute
grounds for other enforcement action by the federal bank regulatory agencies, including cease and desist orders and civil money
penalty assessments.
During the past decade, the bank regulatory agencies have increasingly emphasized the importance of sound risk
management processes and strong internal controls when evaluating the activities of the financial institutions they supervise.
Properly managing risks has been identified as critical to the conduct of safe and sound banking activities and has become even
more important as new technologies, product innovation, and the size and speed of financial transactions have changed the
nature of banking markets. The agencies have identified a spectrum of risks facing a banking institution including, but not
limited to, credit, market, liquidity, operational, legal, and reputational risk. In particular, recent regulatory pronouncements
have focused on operational risk, which arises from the potential that inadequate information systems, operational problems,
breaches in internal controls, fraud, or unforeseen catastrophes will result in unexpected losses. New products and services,
third-party risk management and cybersecurity are critical sources of operational risk that financial institutions are expected to
address in the current environment. The Bank is expected to have active board and senior management oversight; adequate
policies, procedures, and limits; adequate risk measurement, monitoring, and management information systems; and
comprehensive internal controls.
Branching Authority. California banks, such as the Bank, may, under California law, establish a banking office so long
as the bank’s board of directors approves the banking office and the DFPI is notified of the establishment of the banking office.
Deposit-taking banking offices must be approved by the FDIC, which considers a number of factors, including financial history,
capital adequacy, earnings prospects, character of management, needs of the community and consistency with corporate power.
The Dodd-Frank Act permits insured state banks to engage in de novo interstate branching if the laws of the state where the
new banking office is to be established would permit the establishment of the banking office if it were chartered by such state.
Finally, we may also establish banking offices in other states by merging with banks or by purchasing banking offices of other
banks in other states, subject to certain restrictions.
Community Reinvestment Act Requirements. The CRA requires the Bank to have a continuing and affirmative
obligation in a safe and sound manner to help meet the credit needs of its entire community, including low- and moderate-
income neighborhoods. Federal regulators regularly assess the Bank’s record of meeting the credit needs of its communities.
Applications for additional acquisitions would be affected by the evaluation of the Bank’s effectiveness in meeting its CRA
requirements. In April 2018, the U.S. Department of Treasury issued a memorandum to the federal banking regulators
recommending changes to the CRA’s regulations to reduce their complexity and associated burden on banks, and in December
2019, the FDIC and the Office of the Comptroller of the Currency (“OCC”) proposed for public comment rules to modernize
the agencies’ regulations under the CRA. In September 2020, the Board of Governors of the Federal Reserve System released
for public comment its proposed rules to modernize CRA regulations. We will continue to evaluate the impact of any changes
to the CRA regulations. The Bank received a “satisfactory” rating on its most recent CRA examination, which was conducted
in April 2020.
Anti-Money Laundering and OFAC Regulation. The Uniting and Strengthening America by Providing Appropriate
Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the "Patriot Act") is designed to deny terrorists and criminals
the ability to obtain access to the U.S. financial system and has significant implications for depository institutions, brokers,
dealers and other businesses involved in the transfer of money. The Patriot Act mandates financial services companies to have
policies and procedures with respect to measures designed to address any or all of the following matters: (i) customer
identification programs; (ii) money laundering; (iii) terrorist financing; (iv) identifying and reporting suspicious activities and
currency transactions; (v) currency crimes; and (vi) cooperation between financial institutions and law enforcement authorities.
Banking regulators also examine banks for compliance with the economic sanctions regulations administered by OFAC. Failure
of a financial institution to maintain and implement adequate anti-money laundering and OFAC programs, or to comply with
all of the relevant laws or regulations, could have serious legal and reputational consequences for the institution.
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Concentrations in Commercial Real Estate. Concentration risk exists when financial institutions deploy too many assets
to any one industry or segment. Concentration stemming from commercial real estate is one area of regulatory concern. The
CRE Concentration Guidance, provides supervisory criteria, including the following numerical indicators, to assist bank
examiners in identifying banks with potentially significant commercial real estate loan concentrations that may warrant greater
supervisory scrutiny: (i) commercial real estate loans exceeding 300% of capital and increasing 50% or more in the preceding
three years; or (ii) construction and land development loans exceeding 100% of capital. The CRE Concentration Guidance does
not limit banks’ levels of commercial real estate lending activities, but rather guides institutions in developing risk management
practices and levels of capital that are commensurate with the level and nature of their commercial real estate concentrations.
Based on the Bank’s loan portfolio, the Bank does not exceed these guidelines.
Consumer Financial Services
Banks and other financial institutions are subject to numerous laws and regulations intended to protect consumers in their
transactions with banks. These laws include, among others, laws regarding unfair and deceptive acts and practices and usury
laws, as well as the following consumer protection statutes: Truth in Lending Act, Truth in Savings Act, Electronic Fund
Transfer Act, Expedited Funds Availability Act, Equal Credit Opportunity Act, Fair and Accurate Credit Transactions Act, Fair
Housing Act, Fair Credit Reporting Act, Fair Debt Collection Act, GLB Act, Home Mortgage Disclosure Act, Right to Financial
Privacy Act and Real Estate Settlement Procedures Act.
Many states and local jurisdictions including California have consumer protection laws analogous, and in addition, to
those listed above. These federal, state and local laws regulate the manner in which financial institutions deal with customers
when taking deposits, making loans or conducting other types of transactions. Examples include but are not limited to the
CCPA and the CCFPL described above. Failure to comply with these laws and regulations could give rise to regulatory
sanctions, customer rescission rights, action by state and local attorneys general and civil or criminal liability.
The structure of federal consumer protection regulation applicable to all providers of consumer financial products and
services changed significantly on July 21, 2011, when the CFPB commenced operations to supervise and enforce consumer
protection laws. The CFPB has broad rulemaking authority for a wide range of consumer protection laws that apply to all
providers of consumer products and services, including the Bank, as well as the authority to prohibit “unfair, deceptive or
abusive” acts and practices. The CFPB has examination and enforcement authority over providers with more than $10 billion
in assets. Banks and savings institutions with $10 billion or less in assets, like the Bank, will continue to be examined by their
applicable bank regulators.
Mortgage and Mortgage-Related Products, Generally. Because abuses in connection with residential mortgages were a
significant factor contributing to the financial crisis, many new rules issued by the CFPB and required by the Dodd-Frank Act
address mortgage and mortgage-related products, their underwriting, origination, servicing and sales. The Dodd-Frank Act
significantly expanded underwriting requirements applicable to loans secured by 1-4 family residential real property and
augmented federal law combating predatory lending practices. In addition to numerous disclosure requirements, the Dodd-
Frank Act imposed new standards for mortgage loan originations on all lenders, including banks and savings associations, in
an effort to strongly encourage lenders to verify a borrower’s ability to repay, while also establishing a presumption of
compliance for certain “qualified mortgages”. The Dodd-Frank Act generally required lenders or securitizers to retain an
economic interest in the credit risk relating to loans that the lender sells, and other asset-backed securities that the securitizer
issues, if the loans do not comply with the ability-to-repay standards described below. The risk retention requirement generally
is 5%, but could be increased or decreased by regulation. The Bank does not currently expect the CFPB’s rules to have a
significant impact on its operations, except for higher compliance costs.
Incentive Compensation Guidance
The federal bank regulatory agencies have issued comprehensive guidance intended to ensure that the incentive
compensation policies of banking organizations do not undermine the safety and soundness of those organizations by
encouraging excessive risk-taking. The incentive compensation guidance sets expectations for banking organizations
concerning their incentive compensation arrangements and related risk-management, control and governance processes. The
incentive compensation guidance, which covers all employees that have the ability to materially affect the risk profile of an
organization, either individually or as part of a group, is based upon three primary principles: (1) balanced risk-taking
incentives; (2) compatibility with effective controls and risk management; and (3) strong corporate governance. Any
deficiencies in compensation practices that are identified may be incorporated into the organization’s supervisory ratings, which
can affect its ability to make acquisitions or take other actions. In addition, under the incentive compensation guidance, a
banking organization’s federal supervisor may initiate enforcement action if the organization’s incentive compensation
arrangements pose a risk to the safety and soundness of the organization. In addition, beginning January 1, 2016, the Basel III
Rules limit discretionary bonus payments to the Bank’s executive officers if its capital ratios are below the threshold levels of
the capital conservation buffer established by the rules. The capital conservation buffer was phased in from January 1, 2016 to
January 1, 2019, when the full capital conservation buffer of 2.5% (as a percentage of risk-weighted assets) became effective.
The capital conservation buffer is in addition to the minimum risk-based capital requirement. The scope and content of the U.S.
banking regulators’ policies on executive compensation are continuing to develop and are likely to continue evolving in the
near future.
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Sarbanes-Oxley Act
The Company is subject to the accounting oversight and corporate governance requirements of the Sarbanes-Oxley Act
of 2002, including, among other things, required executive certification of financial presentations, requirements for board audit
committees and their members, and disclosure of controls and procedures and internal control over financial reporting.
Enforcement Powers of Federal and State Banking Agencies
The federal bank regulatory agencies have broad enforcement powers, including the power to terminate deposit
insurance, impose substantial fines and other civil and criminal penalties, and appoint a conservator or receiver for financial
institutions. Failure to comply with applicable laws and regulations could subject us and our officers and directors to
administrative sanctions and potentially substantial civil money penalties. In addition to the grounds discussed above under
“Prompt Corrective Actions”, the appropriate federal bank regulatory agency may appoint the FDIC as conservator or receiver
for a banking institution (or the FDIC may appoint itself, under certain circumstances) if any one or more of a number of
circumstances exist, including, without limitation, the fact that the banking institution is undercapitalized and has no reasonable
prospect of becoming adequately capitalized, fails to become adequately capitalized when required to do so, fails to submit a
timely and acceptable capital restoration plan or materially fails to implement an accepted capital restoration plan. The DFPI
also has broad enforcement powers over us, including the power to impose orders, remove officers and directors, impose fines
and appoint supervisors and conservators.
Financial Privacy
The federal bank regulatory agencies have adopted rules that limit the ability of banks and other financial institutions to
disclose non-public information about consumers to non-affiliated third parties. These limitations require disclosure of privacy
policies to consumers and, in some circumstances, allow consumers to prevent disclosure of certain personal information to a
non-affiliated third party. These regulations affect how consumer information is transmitted through financial services
companies and conveyed to outside vendors. In addition, consumers may also prevent disclosure of certain information among
affiliated companies that is assembled or used to determine eligibility for a product or service, such as that shown on consumer
credit reports and asset and income information from applications. Consumers also have the option to direct banks and other
financial institutions not to share information about transactions and experiences with affiliated companies for the purpose of
marketing products or services.
Additional Constraints on the Company and the Bank
Monetary Policy. The monetary policy of the Federal Reserve has a significant effect on the operating results of financial
or bank holding companies and their subsidiaries. Among the tools available to the Federal Reserve to affect the money supply
are open market transactions in U.S. government securities, changes in the discount rate on member bank borrowings and
changes in reserve requirements against member bank deposits. These means are used in varying combinations to influence
overall growth and distribution of bank loans, investments and deposits, and their use may affect interest rates charged on loans
or paid on deposits.
The Volcker Rule. In addition to other implications of the Dodd-Frank Act discussed above, the Dodd-Frank Act
amended the BHCA to require the federal regulatory agencies to adopt rules that prohibit banking entities and their affiliates
from engaging in proprietary trading and investing in and sponsoring certain unregistered investment companies (defined as
hedge funds and private equity funds). This statutory provision is commonly called the “Volcker Rule”. On December 10,
2013, the federal regulatory agencies issued final rules to implement the prohibitions required by the Volcker Rule. Thereafter,
in reaction to industry concern over the adverse impact to community banks of the treatment of certain collateralized debt
instruments in the final rule, the federal regulatory agencies approved an interim final rule to permit financial institutions to
retain interests in collateralized debt obligations backed primarily by trust preferred securities (““TruPS CDOs”), from the
investment prohibitions contained in the final rule. Under the interim final rule, the regulatory agencies permitted the retention
of an interest in or sponsorship of covered funds by banking entities if the following qualifications were met: (i) the TruPS
CDO was established, and the interest was issued, before May 19, 2010; (ii) the banking entity reasonably believes that the
offering proceeds received by the TruPS CDO were invested primarily in qualifying TruPS collateral; and (iii) the banking
entity’s interest in the TruPS CDO was acquired on or before December 10, 2013.
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Revisions to the Volcker Rule in 2019, that become effective in 2020, simplifies and streamlines the compliance
requirements for banks that do not have significant trading activities. In 2020, the OCC, Federal Reserve, FDIC, SEC and
Commodity Futures Trading Commission finalized further amendments to the Volcker Rule. The amendments include new
exclusions from the Volcker Rule’s general prohibitions on banking entities investing in and sponsoring private equity funds,
hedge funds, and certain other investment vehicles (collectively “covered funds”). The amendments in the final rule, which
became effective on October 1, 2020, clarify and expand permissible banking activities and relationships under the Volcker
Rule.
Additional Restrictions on Bancorp and Bank Activities
Subject to prior notice or Federal Reserve approval, bank holding companies may generally engage in, or acquire shares
of companies engaged in, activities determined by the Federal Reserve to be so closely related to banking or managing or
controlling banks as to be a proper incident thereto. Bank holding companies, such as Bancorp, which elect and retain “financial
holding company” status pursuant to the GLB Act may engage in these nonbanking activities and broader securities, insurance,
merchant banking and other activities that are determined to be “financial in nature” or are incidental or complementary to
activities that are financial in nature without prior Federal Reserve approval. Pursuant to the GLB Act and the Dodd-Frank Act,
in order to elect and retain financial holding company status, a bank holding company and all depository institution subsidiaries
of a bank holding company must be well capitalized and well managed, and, except in limited circumstances, depository
subsidiaries must be in satisfactory compliance with the CRA. Failure to sustain compliance with these requirements or correct
any non-compliance within a fixed time period could lead to divestiture of subsidiary banks or require all activities to conform
to those permissible for a bank holding company.
Pursuant to the FDIA and the California Financial Code, California state chartered commercial banks may generally
engage in any activity permissible for national banks. Therefore, the Bank may form subsidiaries to engage in the many so-
called “closely related to banking” or “nonbanking” activities commonly conducted by national banks in operating subsidiaries
or subsidiaries of bank holding companies. Further, pursuant to the GLB Act, California banks may conduct certain “financial”
activities in a subsidiary to the same extent as a national bank, provided the bank is and remains “well-capitalized,” “well-
managed” and in satisfactory compliance with the CRA. The Bank currently has no financial subsidiaries.
Source of Strength
Federal Reserve policy and federal law require bank holding companies to act as a source of financial and managerial
strength to their subsidiary banks. Under this requirement, Bancorp is expected to commit resources to support the Bank,
including at times when Bancorp may not be in a financial position to provide such resources, and it may not be in Bancorp’s,
or Bancorp’s stockholders’ or creditors’, best interests to do so. In addition, any capital loans Bancorp makes to the Bank are
subordinate in right of payment to depositors and to certain other indebtedness of the Bank. In the event of Bancorp’s
bankruptcy, any commitment by Bancorp to a federal bank regulatory agency to maintain the capital of the Bank will be
assumed by the bankruptcy trustee and entitled to priority of payment.
Enforcement Authority
The federal and California regulatory structure gives the bank regulatory agencies extensive discretion in connection
with their supervisory and enforcement activities and examination policies, including policies with respect to the classification
of assets and the establishment of adequate loan loss reserves for regulatory purposes. The regulatory agencies have adopted
guidelines to assist in identifying and addressing potential safety and soundness concerns before an institution’s capital becomes
impaired. The guidelines establish operational and managerial standards generally relating to: (i) internal controls, information
systems, and internal audit systems; (ii) loan documentation; (iii) credit underwriting; (iv) interest-rate exposure; (v) asset
growth and asset quality; (vi) loan concentration; and (vii) compensation, fees, and benefits. Further, the regulatory agencies
have adopted safety and soundness guidelines for asset quality and for evaluating and monitoring earnings to ensure that
earnings are sufficient for the maintenance of adequate capital and reserves. If, as a result of an examination, the DFPI or the
FDIC should determine that the financial condition, capital resources, asset quality, earnings prospects, management, liquidity,
or other aspects of the Bank’s operations are unsatisfactory or that the Bank or its management is violating or has violated any
law or regulation, the DFPI and the FDIC have residual authority to:
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● Require affirmative action to correct any conditions resulting from any violation or practice;
● Direct an increase in capital and the maintenance of higher specific minimum capital ratios, which may preclude
the Bank from being deemed “well-capitalized” and restrict its ability to accept certain brokered deposits, among
other things;
● Restrict the Bank’s growth geographically, by products and services, or by mergers and acquisitions;
●
Issue, or require the Bank to enter into, informal or formal enforcement actions, including required board
resolutions, memoranda of understanding, written agreements and consent or cease and desist orders or prompt
corrective action orders to take corrective action and cease unsafe and unsound practices;
● Require prior approval of senior executive officer or director changes, remove officers and directors, and assess
●
civil monetary penalties; and
Terminate FDIC insurance, revoke the Bank’s charter, take possession of, close and liquidate the Bank, or appoint
the FDIC as receiver.
The Federal Reserve has similar enforcement authority over bank holding companies and commonly takes parallel action
in conjunction with actions taken by a subsidiary bank’s regulators.
In the exercise of their supervisory and examination authority, the regulatory agencies have recently emphasized
corporate governance, stress testing, enterprise risk management and other board responsibilities; anti-money laundering
compliance and enhanced high risk customer due diligence; vendor management; cyber security and fair lending and other
consumer compliance obligations.
Deposit Insurance
The FDIC is an independent federal agency that insures deposits, up to prescribed statutory limits, of federally insured
banks and savings institutions and safeguards the safety and soundness of the banking and savings industries. The FDIC insures
our customer deposits through the DIF up to prescribed limits of $250,000 for each depositor pursuant to the Dodd-Frank Act.
The amount of FDIC assessments paid by each DIF member institution is based on its relative risk of default as measured by
regulatory capital ratios and other supervisory factors. The FDIC uses a performance score and a loss-severity score to calculate
an initial assessment rate for the Bank. In calculating these scores, the FDIC uses the Bank’s capital level and regulatory
supervisory ratings and certain financial measures to assess the Bank’s ability to withstand asset-related stress and funding-
related stress. The FDIC also has the ability to make discretionary adjustments to the total score based upon significant risk
factors that are not adequately captured in the calculations. In addition to ordinary assessments described above, the FDIC has
the ability to impose special assessments in certain instances.
We are generally unable to control the amount of assessments that we are required to pay for FDIC insurance. If there
are additional bank or financial institution failures or if the FDIC otherwise determines, we may be required to pay even higher
FDIC assessments than the recently increased levels. These increases in FDIC insurance assessments may have a material and
adverse effect on our earnings and could have a material adverse effect on the value of, or market for, our common stock.
Under the FDIA, the FDIC may terminate deposit insurance upon a finding that the institution has engaged in unsafe and
unsound practices, is in an unsafe or unsound condition to continue operations, or has violated any applicable law, regulation,
rule, order or condition imposed by the FDIC.
Operations, Consumer and Privacy Compliance Laws
The Bank must comply with numerous federal and state anti-money laundering and consumer protection statutes and
implementing regulations, including the USA Patriot Act, the Bank Secrecy Act, the Foreign Account Tax Compliance Act,
the CRA, the Fair Credit Reporting Act, as amended by the Fair and Accurate Credit Transactions Act, the Equal Credit
Opportunity Act, the Truth in Lending Act, the Fair Housing Act, the Home Mortgage Disclosure Act, the Real Estate
Settlement Procedures Act, the National Flood Insurance Act, the California Homeowner Bill of Rights and various federal
and state privacy protection laws, including but not limited to the CCPA. The Bank and Bancorp are also subject to federal and
state laws prohibiting unfair or fraudulent business practices, untrue or misleading advertising, and unfair competition. Some
of these laws are further discussed below:
The Equal Credit Opportunity Act (“ECOA”) generally prohibits discrimination in any credit transaction, whether for
consumer or business purposes, on the basis of race, color, religion, national origin, sex, marital status, age, receipt of income
from public assistance programs, or good faith exercise of any rights under the Consumer Credit Protection Act.
The Truth in Lending Act (“TILA”) is designed to ensure that credit terms are disclosed in a meaningful way so that
consumers may compare credit terms more readily and knowledgeably. As a result of the TILA, all creditors must use the same
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credit terminology to express rates and payments, including the annual percentage rate, the finance charge, the amount financed,
the total of payments and the payment schedule, among other things.
The Fair Housing Act (“FH Act”) regulates many practices, including making it unlawful for any lender to discriminate
in its housing-related lending activities against any person because of race, color, religion, national origin, sex, handicap or
familial status. A number of lending practices have been found by the courts to be, or may be considered, illegal under the FH
Act, including some that are not specifically mentioned in the FH Act itself.
The Home Mortgage Disclosure Act (“HMDA”) grew out of public concern over credit shortages in certain urban
neighborhoods and provides public information that will help show whether financial institutions are serving the housing credit
needs of the neighborhoods and communities in which they are located. The HMDA also includes a “fair lending” aspect that
requires the collection and disclosure of data about applicant and borrower characteristics as a way of identifying possible
discriminatory lending patterns and enforcing anti-discrimination statutes.
Finally, the Real Estate Settlement Procedures Act (“RESPA”) requires lenders to provide borrowers with disclosures
regarding the nature and cost of real estate settlements. Also, RESPA prohibits certain abusive practices, such as kickbacks,
and places limitations on the amount of escrow accounts. Penalties under the above laws may include fines, reimbursements
and other civil money penalties.
Due to heightened regulatory concern related to compliance with the CRA, TILA, FH Act, ECOA, HMDA and RESPA
generally, the Bank may incur additional compliance costs or be required to expend additional funds for investments in its local
community.
The Federal Reserve and other bank regulatory agencies also have adopted guidelines for safeguarding confidential,
personal customer information. These guidelines require financial institutions to create, implement and maintain a
comprehensive written information security program designed to ensure the security and confidentiality of customer
information, protect against any anticipated threats or hazards to the security or integrity of such information and protect against
unauthorized access to or use of such information that could result in substantial harm or inconvenience to any customer.
Financial institutions are also required to implement policies and procedures regarding the disclosure of nonpublic personal
information about consumers to non-affiliated third parties. In general, financial institutions must provide explanations to
consumers on policies and procedures regarding the disclosure of such nonpublic personal information and, except as otherwise
required by law, prohibits disclosing such information. The Bank has adopted a customer information security and privacy
program to comply with such requirements.
Operations, consumer and privacy compliance laws and regulations also mandate certain disclosure and reporting
requirements and regulate the manner in which financial institutions must deal with customers when taking deposits, making
loans, collecting loans, and providing other services. Failure to comply with these laws and regulations can subject the Bank
to lawsuits and penalties, including enforcement actions, injunctions, fines or criminal penalties, punitive damages to
consumers, and the loss of certain contractual rights.
Federal Home Loan Bank System
The Bank is a member of the Federal Home Loan Bank (“FHLB”) of San Francisco. Among other benefits, each FHLB
serves as a reserve or central bank for its members within its assigned region. Each FHLB is financed primarily from the sale
of consolidated obligations of the FHLB system. Each FHLB makes available loans or advances to its members in compliance
with the policies and procedures established by the board of directors of the individual FHLB. Each member of the FHLB of
San Francisco is required to own stock in an amount equal to the greater of (i) a membership stock requirement, or (ii) an
activity based stock requirement (based on a percentage of outstanding advances). There can be no assurance that the FHLB
will pay dividends at the same rate it has paid in the past, or that it will pay any dividends in the future.
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Impact of Monetary Policies
The earnings and growth of the Bank are largely dependent on its ability to maintain a favorable differential or spread
between the yield on its interest-earning assets and the rates paid on its deposits and other interest-bearing liabilities. As a
result, the Bank’s performance is influenced by general economic conditions, both domestic and foreign, the monetary and
fiscal policies of the federal government, and the policies of the regulatory agencies. The Federal Reserve implements national
monetary policies (with objectives such as seeking to curb inflation and combat recession) by its open-market operations in
U.S. government securities, by adjusting the required level of reserves for financial institutions subject to its reserve
requirements, and by varying the discount rate applicable to borrowings by banks from the Federal Reserve Banks. The actions
of the Federal Reserve in these areas influence the growth of bank loans, investments and deposits, and also affect interest rates
charged on loans and deposits. The nature and impact of any future changes in monetary policies cannot be predicted.
Securities and Corporate Governance
Bancorp is subject to the disclosure and regulatory requirements of the Securities Act of 1933, as amended, and the
Securities Exchange Act of 1934, as amended, both as administered by the SEC. As a company listed on the NASDAQ Global
Select Market, the Company is subject to NASDAQ listing standards for listed companies. Bancorp is also subject to the
Sarbanes-Oxley Act of 2002, provisions of the Dodd-Frank Act, and other federal and state laws and regulations which address,
among other issues, required executive certification of financial presentations, corporate governance requirements for board
audit and compensation committees and their members, and disclosure of controls and procedures and internal control over
financial reporting, auditing and accounting, executive compensation, and enhanced and timely disclosure of corporate
information. NASDAQ has also adopted corporate governance rules, which are intended to allow stockholders and investors
to more easily and efficiently monitor the performance of companies and their directors. Under the Sarbanes-Oxley Act,
management and the Bancorp’s independent registered public accounting firm are required to assess the effectiveness of the
Bancorp’s internal control over financial reporting. These assessments are included in Part II — Item 9A — “Controls and
Procedures.”
Federal Banking Agency Compensation Guidelines
Guidelines adopted by the federal banking agencies pursuant to the FDIA prohibit excessive compensation as an unsafe
and unsound practice and describe compensation as excessive when the amounts paid are unreasonable or disproportionate to
the services performed by an executive officer, employee, director or principal stockholder. The federal banking agencies have
issued comprehensive guidance on incentive compensation policies intended to ensure that the incentive compensation policies
of banking organizations do not undermine the safety and soundness of such organizations by encouraging excessive risk-
taking.
In addition, the Dodd-Frank Act requires the federal bank regulatory agencies and the SEC to establish joint regulations
or guidelines prohibiting certain incentive-based payment arrangements. These regulators must establish regulations or
guidelines requiring enhanced disclosure to regulators of incentive-based compensation arrangements. The agencies proposed
such regulations in April 2011, but the regulations have not been finalized. In April 2016, the agencies published a notice of
proposed rulemaking further revising the incentive-based compensation standards originally proposed in 2011. Similar to the
2011 proposed rule, the 2016 proposed rule would prohibit financial institutions with at least $1 billion in consolidated assets
from establishing or maintaining incentive-based compensation arrangements that encourage inappropriate risk by providing
any executive officer, employee, director or principal shareholder who is a covered person with excessive compensation, fees
or benefits or that could lead to material financial loss to the covered institution. It cannot be predicted whether, or in what
form, any such proposed compensation rules may be enacted, particularly in light of the stated intention of the current
administration to curtail the Dodd-Frank Act.
The scope, content and application of the U.S. banking regulators’ policies on incentive compensation continue to evolve.
It cannot be determined at this time whether compliance with such policies will adversely affect the ability of Bancorp and the
Bank to hire, retain and motivate key employees.
The Federal Reserve will review, as part of the regular, risk-focused examination process, the incentive compensation
arrangements of banking organizations, such as us, that are not “large, complex banking organizations.” These reviews will be
tailored to each organization based on the scope and complexity of the organization’s activities and the prevalence of incentive
compensation arrangements. The findings of the supervisory initiatives will be included in reports of examination. Deficiencies
will be incorporated into the organization’s supervisory ratings, which can affect the organization’s ability to make acquisitions
and take other actions. Enforcement actions may be taken against a banking organization if its incentive compensation
arrangements, or related risk management control or governance processes, pose a risk to the organization’s safety and
soundness and the organization is not taking prompt and effective measures to correct the deficiencies.
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Audit Requirements
The Bank is required to have an annual independent audit, alone or as a part of its bank holding company’s audit, and to
prepare all financial statements in accordance with U.S. generally accepted accounting principles. The Bank and Bancorp are
also each required to have an audit committee comprised entirely of independent directors. As required by NASDAQ, Bancorp
has certified that its audit committee has adopted formal written charters and meets the requisite number of directors,
independence, and other qualification standards. As such, among other requirements, Bancorp must maintain an audit
committee that includes members with banking or related financial management expertise, has access to its own outside
counsel, and does not include members who are large customers of the Bank.
Regulation of Non-Bank Subsidiaries
Non-bank subsidiaries are subject to additional or separate regulation and supervision by other state, federal and self-
regulatory bodies. Additionally, any foreign-based subsidiaries would also be subject to foreign laws and regulations.
Future Legislation and Regulation
Congress may enact, modify or repeal legislation from time to time that affects the regulation of the financial services
industry, and state legislatures may enact, modify or repeal legislation from time to time affecting the regulation of financial
institutions chartered by or operating in those states. Federal and state regulatory agencies also periodically propose and adopt
changes to their regulations or change the manner in which existing regulations are applied. The substance or impact of pending
or future legislation or regulation, or the application thereof, cannot be predicted, although enactment of proposed legislation
(or modification or repeal of existing legislation) could impact the regulatory structure under which the Company and Bank
operate and may significantly increase its costs, impede the efficiency of its internal business processes, require the Bank to
increase its regulatory capital and modify its business strategy, and limit its ability to pursue business opportunities in an
efficient manner. The Company’s business, financial condition, results of operations or prospects may be adversely affected,
perhaps materially.
Federal and State Taxation
Bancorp and the Bank report their income on a consolidated basis using the accrual method of accounting, and are subject
to federal income taxation in the same manner as other corporations with some exceptions. The Company has not been audited
by the Internal Revenue Service. For 2021, 2020 and 2019, the Company was subject to a maximum federal income tax rate of
21.00% and California state income tax rate of 8.84%. For 2017, the Company was subject to a maximum federal income tax
rate of 35.00% and California state income tax rate of 8.84%.
On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the “Tax Act”) was signed into law. The Tax Act included
a number of provisions that impacted us, including the following:
●
●
Tax Rate. The Tax Act replaced the graduated corporate income tax rates applicable under prior law, which imposed a
maximum corporate income tax rate of 35%, with a reduced 21% flat corporate income tax rate. Although the reduced
corporate income tax rate generally was favorable to us, resulting in increased earnings and capital, it decreased the value
of our existing deferred tax assets. Accounting principles generally accepted in the United States requires that the impact
of the provisions of the Tax Act be accounted for in the period of enactment. Accordingly, the total incremental income
tax expense recorded by Bancorp related to the Tax Act was $2.4 million in 2017.
Employee Compensation. A “publicly held corporation” is not permitted to deduct compensation in excess of $1 million
per year paid to certain employees. The Tax Act eliminated certain exceptions to the $1 million limit applicable under
prior law related to performance-based compensation (for example, equity grants and cash bonuses paid only on the
attainment of performance goals). As a result, our ability to deduct certain compensation paid to our most highly
compensated employees is now limited.
● Business Asset Expensing. The Tax Act allows taxpayers to immediately expense the entire cost (instead of only 50%, as
under prior law) of certain depreciable tangible property and real property improvements acquired and placed in service
after September 27, 2017 and before January 1, 2023 (with an additional year for certain property). This 100% “bonus”
depreciation is phased out proportionately for property placed in service on or after January 1, 2023 and before January
1, 2027 (with an additional year for certain property).
Interest Expense. The Tax Act limits a taxpayer’s annual deduction of business interest expense to the sum of (i) business
interest income, and (ii) 30% of “adjusted taxable income,” defined as a business’s taxable income without taking into
account business interest income or expense, net operating losses, and, for 2018 through 2021, depreciation, amortization
and depletion. Because we generate significant amounts of net interest income, we do not expect to be impacted by this
limitation.
●
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However, under the Biden administration and the Democrat controlled Congress, tax laws and banking regulations are
subject to change.
Item 1A. Risk Factors.
Risks Related to Our Business
A decline in general business and economic conditions and any regulatory responses to such conditions could have a
material adverse effect on our business, financial position, results of operations and growth prospects.
Our business and operations are sensitive to general business and economic conditions in the United States, generally,
and particularly in the states of California, Illinois, New Jersey, Hawaii and New York, and the Los Angeles, New York City,
Chicago and Las Vegas, Nevada metropolitan areas. Unfavorable or uncertain economic and market conditions could lead to
credit quality concerns related to repayment ability and collateral protection as well as reduced demand for the products and
services we offer. In recent years there has been a gradual improvement in the U.S. economy as evidenced by a rebound in the
housing market, lower unemployment and higher equities markets; however, economic growth has been uneven, and opinions
vary on the strength and direction of the economy. Uncertainties also have arisen regarding the potential for a reversal or
renegotiation of international trade agreements, as the current U.S. administration has with China, the European Union and the
United Kingdom. In addition, concerns about the performance of international economies, especially in Europe and emerging
markets, and economic conditions in Asia, particularly the economies of China and Taiwan, can impact the economy and
financial markets here in the United States. If the national, regional and local economies experience worsening economic
conditions, including high levels of unemployment, our growth and profitability could be constrained. Weak economic
conditions are characterized by, among other indicators, deflation, elevated levels of unemployment, fluctuations in debt and
equity capital markets, increased delinquencies on mortgage, commercial and consumer loans, residential and commercial real
estate price declines, lower home sales and commercial activity, and fluctuations in the commercial Federal Housing
Administration financing sector. All of these factors are generally detrimental to our business. Our business is significantly
affected by monetary and other regulatory policies of the U.S. federal government, its agencies and government-sponsored
entities. Changes in any of these policies are influenced by macroeconomic conditions and other factors that are beyond our
control, are difficult to predict and could have a material adverse effect on our business, financial position, results of operations
and growth prospects.
Our business depends on our ability to attract and retain Asian-American immigrants as clients.
Our business is based on successfully attracting and retaining Asian-American immigrants as clients for both our non-
qualified residential mortgage loans and deposits. We may be limited in our ability to attract Asian-American clients to the
extent the U.S. adopts restrictive domestic immigration laws. Changes to U.S. immigration policies as proposed by the current
administration that restrain the flow of immigrants may inhibit our ability to meet our goals and budgets for non-qualified SFR
mortgage loans and deposits, which may adversely affect our net interest income and net income.
Risks Related to Our Loans
Because a significant portion of our loan portfolio is comprised of real estate loans, negative changes in the economy
affecting real estate values and liquidity could impair the value of collateral securing our real estate loans and result in loan
and other losses.
At December 31, 2021, approximately 87.2% of our loan portfolio was comprised of loans with real estate as a primary
or secondary component of collateral. As a result, adverse developments affecting real estate values in our market areas could
increase the credit risk associated with our real estate loan portfolio. The market value of real estate can fluctuate significantly
in a short period of time as a result of market conditions in the area in which the real estate is located. Adverse changes affecting
real estate values and the liquidity of real estate in one or more of our markets could increase the credit risk associated with our
loan portfolio, significantly impair the value of property pledged as collateral on loans and affect our ability to sell the collateral
upon foreclosure without a loss or additional losses, which could result in losses that would adversely affect profitability. Such
declines and losses would have a material adverse impact on our business, results of operations and growth prospects. In
addition, if hazardous or toxic substances are found on properties pledged as collateral, the value of the real estate could be
impaired. If we foreclose on and take title to such properties, we may be liable for remediation costs, as well as for personal
injury and property damage. Environmental laws may require us to incur substantial expenses to address unknown liabilities
and may materially reduce the affected property’s value or limit our ability to use or sell the affected property.
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Many of our loans are to commercial borrowers, which have a higher degree of risk than other types of loans.
At December 31, 2021, we had $1.8 billion of commercial loans, consisting of $1.2 billion of CRE loans and
$268.7 million of C&I loans for which real estate is not the primary source of collateral, and $303.1 million of C&D loans.
C&I loans represented 9.2% of our total loan portfolio at December 31, 2021. Commercial loans are often larger and involve
greater risks than other types of lending. Because payments on such loans are often dependent on the successful operation or
development of the property or business involved, repayment of such loans is often more sensitive than other types of loans to
adverse conditions in the real estate market or the general business climate and economy. Accordingly, a downturn in the real
estate market and a challenging business and economic environment may increase our risk related to commercial loans,
particularly commercial real estate loans. Unlike residential mortgage loans, which generally are made on the basis of the
borrowers’ ability to make repayment from their employment and other income and which are secured by real property whose
value tends to be more easily ascertainable, commercial loans typically are made on the basis of the borrowers’ ability to make
repayment from the cash flow of the commercial venture. Our C&I loans are primarily made based on the identified cash flow
of the borrower and secondarily on the collateral underlying the loans. Most often, this collateral consists of accounts receivable,
inventory and equipment. Inventory and equipment may depreciate over time, may be difficult to appraise and may fluctuate
in value based on the success of the business. If the cash flow from business operations is reduced, the borrower’s ability to
repay the loan may be impaired. Due to the larger average size of each commercial loan as compared with other loans such as
residential loans, as well as collateral that is generally less readily-marketable, losses incurred on a small number of commercial
loans could have a material adverse impact on our financial condition and results of operations.
We have a concentration in commercial real estate which could cause our regulators to restrict our ability to grow.
As a part of their regulatory oversight, the federal regulators have issued the CRE Concentration Guidance on sound risk
management practices with respect to a financial institution’s concentrations in commercial real estate lending activities. These
guidelines were issued in response to the agencies’ concerns that rising CRE concentrations might expose institutions to
unanticipated earnings and capital volatility in the event of adverse changes in the commercial real estate market. The CRE
Concentration Guidance identifies certain concentration levels that, if exceeded, will expose the institution to additional
supervisory analysis with regard to the institution’s CRE concentration risk. The CRE Concentration Guidance is designed to
promote appropriate levels of capital and sound loan and risk management practices for institutions with a concentration of
CRE loans. In general, the CRE Concentration Guidance establishes the following supervisory criteria as preliminary
indications of possible CRE concentration risk: (1) the institution’s total construction, land development and other land loans
represent 100% or more of total risk-based capital; or (2) total CRE loans as defined in the regulatory guidelines represent
300% or more of total risk-based capital, and the institution’s CRE loan portfolio has increased by 50% or more during the
prior 36-month period. Pursuant to the CRE Concentration Guidelines, loans secured by owner occupied commercial real estate
are not included for purposes of CRE Concentration calculation. We believe that the CRE Concentration Guidance is applicable
to us. As of December 31, 2021, our CRE loans represented 217% of our total risk-based capital, as compared to 205% and
166% as of December 31, 2020 and 2019, respectively. We actively work to manage our CRE concentration and we have
discussed the CRE Concentration Guidance with the FDIC and believe that our underwriting policies, management information
systems, independent credit administration process, and monitoring of real estate loan concentrations are currently sufficient
to address the CRE Concentration Guidance. Nevertheless, the FDIC could become concerned about our CRE loan
concentrations, and they could limit our ability to grow by restricting their approvals for the establishment or acquisition of
branches, or approvals of mergers or other acquisition opportunities.
Our SFR loan product consists primarily of non-qualified SFR mortgage loans which may be considered less liquid and
more risky.
As of December 31, 2021, our SFR mortgage loan portfolio amounted to $1.0 billion or 34.3% of our held for investment
loan portfolio. As of that date, 92.3% of our SFR mortgage loans consisted of non-qualified mortgage loans, which are
considered to have a higher degree of risk and are less liquid than qualified mortgage loans. We offer two SFR mortgage
products, a low loan-to-value, alternative document hybrid non-qualified SFR mortgage loan, or non-qualified SFR mortgage
loan, and a qualified SFR mortgage loan. We originated $291.3 million for the year ended December 31, 2021 and $55.7 million
for the year ended December 31, 2020 of non-qualified SFR mortgage loans. We originated qualified SFR mortgage loans of
$180.8 million for the year ended December 31, 2021 of and $53.8 million for the year ended December 31, 2020. As of
December 31, 2021, our non-qualified SFR mortgage loans had an average loan-to-value of 56.24% and an average FICO score
of 760. As of December 31, 2021, 5.5% of our total SFR mortgage loan portfolio was originated to foreign nationals. The non-
qualified single-family residential mortgage loans that we originate are designed to assist Asian-Americans who have recently
immigrated to the United States and as such are willing to provide higher down payment amounts and pay higher interest rates
and fees in return for reduced documentation requirements. Non-qualified SFR mortgage loans are considered less liquid than
qualified SFR mortgage loans because such loans are not able to be securitized and can only be sold directly to other financial
institutions. Such non-qualified loans may be considered more risky than qualified mortgage loans although we attempt to
address this enhanced risk through our underwriting process, including requiring larger down payments and, in some cases,
interest reserves.
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We sold in the secondary market $63.1 million of our non-qualified mortgage loans for the year ended December 31,
2021, and we realized $1.6 million gains on the sale of non-qualified SFR mortgage loans for the year ended December 31,
2021. We also have a concentration in our SFR secondary sale market, as a substantial portion of our non-qualified mortgage
loans have been sold to two banks; however, we are currently selling SFR mortgage loans to three banks. Although, we are
taking steps to reduce our dependence on these banks, and we are attempting to expand the number of banks that we sell our
non-qualified SFR mortgages, we may not be successful expanding our sales market for our non-qualified mortgage loans.
These loans also present pricing risk as rates change, and our sale premiums cannot be guaranteed. Further, the criteria for our
loans to be purchased by other banks may change from time to time, which could result in a lower volume of corresponding
loan originations.
Mortgage production historically, including refinancing activity, declines in rising interest rate environments. While we
have been experiencing historically low interest rates over the last few years, this low interest rate environment likely will not
continue indefinitely. Consequently, when interest rates increase further, there can be no assurance that our mortgage
production will continue at current levels. Nonetheless, our SFR mortgage loan production is primarily originated to Asian
Americans and Asian-American immigrants, who we believe are not as sensitive to changes in interest rates.
The non-guaranteed portion of SBA loans that we retain on our balance sheet as well as the guaranteed portion of SBA
loans that we sell could expose us to various credit and default risks.
We originated $37.8 million of SBA loans (excluding PPP loans) for the year ended December 31, 2021. We sold
$20.9 million for the year ended December 31, 2021, of the guaranteed portion of our SBA loans. Consequently, as of December
31, 2021, we held $76.1 million of SBA loans on our balance sheet, $58.2 million of which consisted of the non-guaranteed
portion of SBA loans and $17.9 million or 23.5% consisted of the guaranteed portion of SBA loans which are intended to be
sold later in 2021. The non-guaranteed portion of SBA loans have a higher degree of credit risk and risk of loss as compared
to the guaranteed portion of such loans. We attempt to limit this risk by generally requiring such loans be collateralized and
limiting the overall amount that can be held on our balance sheet to 75% of our total capital.
When we sell the guaranteed portion of SBA loans in the ordinary course of business, we are required to make certain
representations and warranties to the purchaser about the SBA loan and the manner in which they were originated. Under these
agreements, we may be required to repurchase the guaranteed portion of the SBA loan if we have breached any of these
representations or warranties, in which case we may record a loss. In addition, if repurchase and indemnity demands increase
on loans that we sell from our portfolios, our liquidity, results of operations and financial condition could be adversely affected.
Further, we generally retain the non-guaranteed portions of the SBA loans that we originate and sell, and to the extent the
borrowers of such loans experience financial difficulties, our financial condition and results of operations could be adversely
impacted.
Curtailment of government guaranteed loan programs could affect a segment of our business.
A significant segment of our business consists of originating and periodically selling U.S. government guaranteed loans,
in particular those guaranteed by the SBA. Presently, the SBA guarantees 75% of the principal amount of each qualifying SBA
loan originated under the SBA’s 7(a) loan program. There is no assurance that the U.S. government will maintain the SBA 7(a)
loan program or if it does, that such guaranteed portion will remain at its current level. In addition, from time to time, the
government agencies that guarantee these loans reach their internal limits and cease to guarantee future loans. In addition, these
agencies may change their rules for qualifying loans or Congress may adopt legislation that would have the effect of
discontinuing or changing the loan guarantee programs. Non-governmental programs could replace government programs for
some borrowers, but the terms might not be equally acceptable. Therefore, if these changes occur, the volume of loans to small
business, industrial and agricultural borrowers of the types that now qualify for government guaranteed loans could decline.
Also, the profitability associated with the sale of the guaranteed portion of these loans could decline as a result of market
displacements due to increases in interest rates, and could cause the premiums realized on the sale of the guaranteed portions
to decline from current levels. As the funding and sale of the guaranteed portion of SBA 7(a) loans is a major portion of our
business and a significant portion of our noninterest income, any significant changes to the funding for the SBA 7(a) loan
program may have an unfavorable impact on our prospects, future performance and results of operations.
We may be adversely impacted by the transition from LIBOR as a reference rate.
In 2017, the Financial Conduct Authority announced that after 2021 it will no longer compel banks to submit the
rates required to calculate LIBOR. In November 2020, the administrator of LIBOR announced it will consult on its
intention to extend the retirement date of certain offered rates whereby the publication of the one week and two month
LIBOR offered rates will cease after December 31, 2021; but, the publication of the remaining LIBOR offered rates will
continue until June 30, 2023. Given consumer protection, litigation, and reputation risks, the bank regulatory agencies
have indicated that entering into new contracts that use LIBOR as a reference rate after December 31, 2021 would create
safety and soundness risks and that they will examine bank practices accordingly. Therefore, the agencies encouraged
banks to cease entering into new contracts that use LIBOR as a reference rate as soon as practicable and in any event by
December 31, 2021.
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There is uncertainty as to what rate or rates may become accepted alternatives to LIBOR, or what effect of any
such changes in views or alternatives may be on the markets for LIBOR-indexed financial instruments. In response, the
Alternative Reference Rates Committee (“ARRC”) was convened in the U.S. to explore alternative reference rates and
supporting processes. The ARRC identified a potential successor rate to LIBOR in the SOFR and crafted the Paced
Transition Plan to facilitate the transition. However, there are conceptual and technical differences between LIBOR and
SOFR that remain unresolved at this time.
We have a significant number of loans, some securities and borrowings, and some deposit products with attributes
that are either directly or indirectly dependent on LIBOR. We have not yet determined the optimal reference rate(s) that
we will ultimately use for our financial instruments going forward. We have organized a multidisciplinary project team
to identify operational and contractual best practices, assess our risks, identify the detailed list of all financial instruments
impacted, manage the transaction, facilitate communication with our customers and counterparties, and monitor the
impacts. We have drafted and begun including fallback language in our loan agreements.
The transition from LIBOR could create considerable costs and additional risk. The uncertainty as to the nature
and effect of the discontinuance of LIBOR may adversely affect the value of, the return on or the expenses associated
with our financial assets and liabilities that are based on or are linked to LIBOR, may require extensive changes to the
contracts that govern these LIBOR-based products as well as our systems and processes, and could impact our pricing
and interest rate risk models, our loan product structures, our funding costs, our valuation tools and result in increased
compliance and operational costs. In addition, the market may transition away from LIBOR to an alternative reference
rate could prompt inquires or other actions from regulators in respect of our preparation and readiness for the replacement
of LIBOR with an alternative reference rate, and result in disputes, litigation or other actions with counterparties
regarding the interpretation and enforceability of certain fallback language in LIBOR-based financial instruments.
Furthermore, failure to adequately manage this transition process with our customers could adversely impact our
reputation.
There are also operational issues which may create a delay in the transition to SOFR or other substitute indices,
leading to uncertainty across the industry. The implementation of a substitute index or indices for the calculation of
interest rates under our loan agreements with our borrowers may incur significant expenses in effecting the transition,
may result in reduced loan balances if borrowers do not accept the substitute index or indices, and may result in disputes
or litigation with customers over the appropriateness or comparability to LIBOR of the substitute index or indices, which
could have an adverse effect on our results of operations. These reforms may cause LIBOR to cease to exist, new methods
of calculating LIBOR to be established or the establishment of multiple alternative reference rate(s). These consequences
cannot be entirely predicted and could have an adverse impact on the market value for or value of LIBOR-linked
securities, loans, and other financial obligations or extensions of credit held by or due to us.
Real estate construction loans are based upon estimates of costs and values associated with the complete project. These
estimates may be inaccurate, and we may be exposed to significant losses on loans for these projects.
Real estate construction loans, including land development loans, comprised approximately 10.3% of our total loan
portfolio as of December 31, 2021, and such lending involves additional risks because funds are advanced upon the security of
the project, which is of uncertain value prior to its completion, and costs may exceed realizable values in declining real estate
markets. Because of the uncertainties inherent in estimating construction costs and the realizable market value of the completed
project and the effects of governmental regulation of real property, it is relatively difficult to evaluate accurately the total funds
required to complete a project and the related loan-to-value ratio. As a result, construction loans often involve the disbursement
of substantial funds with repayment dependent, in part, on the success of the ultimate project and the ability of the borrower to
sell or lease the property, rather than the ability of the borrower or guarantor to repay principal and interest. If our appraisal of
the value of the completed project proves to be overstated or market values or rental rates decline, we may have inadequate
security for the repayment of the loan upon completion of construction of the project. If we are forced to foreclose on a project
prior to or at completion due to a default, we may not be able to recover all of the unpaid balance of, and accrued interest on,
the loan as well as related foreclosure and holding costs. In addition, we may be required to fund additional amounts to complete
the project and may have to hold the property for an unspecified period of time while we attempt to dispose of it.
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The risks inherent in construction lending may affect adversely our results of operations. Such risks include, among other
things, the possibility that contractors may fail to complete, or complete on a timely basis, construction of the relevant
properties; substantial cost overruns in excess of original estimates and financing; market deterioration during construction;
and lack of permanent take-out financing. Loans secured by such properties also involve additional risk because they have no
operating history. In these loans, loan funds are advanced upon the security of the project under construction (which is of
uncertain value prior to completion of construction) and the estimated operating cash flow to be generated by the completed
project. Such properties may not be sold or leased so as to generate the cash flow anticipated by the borrower. A general decline
in real estate sales and prices across the United States or locally in the relevant real estate market, a decline in demand for
residential real estate, economic weakness, high rates of unemployment, and reduced availability of mortgage credit, are some
of the factors that can adversely affect the borrowers’ ability to repay their obligations to us and the value of our security interest
in collateral, and thereby adversely affect our results of operations and financial results.
Nonperforming assets take significant time to resolve and adversely affect our results of operations and financial condition,
and could result in further losses in the future.
As of December 31, 2021, our nonperforming loans (which consist of nonaccrual loans and loans modified under troubled
debt restructurings) totaled $20.7 million, or 0.71%, of our held for investment (HFI) loan portfolio, and our nonperforming
assets (which include nonperforming loans plus OREO) totaled $21.0 million, or 0.50%, of total assets. In addition, we had
$17.6 million in accruing loans that were 30-89 days delinquent as of December 31, 2021.
Our nonperforming assets adversely affect our net income in various ways. We do not record interest income on
nonaccrual loans or OREO, thereby adversely affecting our net income and returns on assets and equity, increasing our loan
administration costs and adversely affecting our efficiency ratio. When we take collateral in foreclosure and similar
proceedings, we are required to mark the collateral to its then-fair market value, which may result in a loss. These
nonperforming loans and other real estate owned also increase our risk profile and the level of capital our regulators believe is
appropriate for us to maintain in light of such risks. The resolution of nonperforming assets requires significant time
commitments from management and can be detrimental to the performance of their other responsibilities. If we experience
increases in nonperforming loans and nonperforming assets, our net interest income may be negatively impacted and our loan
administration costs could increase, each of which could have an adverse effect on our net income and related ratios, such as
return on assets and equity.
Adverse conditions in Asia and elsewhere could adversely affect our business.
Although we believe less than 1% of our loans and less than 2% of our deposits are with customers that have economic
and cultural ties to Asia, we are still likely to feel the effects of adverse economic and political conditions in Asia, including
the effects of rising inflation or slowing growth and volatility in the real estate and stock markets in China and other regions.
U.S. and global economic policies, military tensions, and unfavorable global economic conditions may adversely impact the
Asian economies. In addition, pandemics and other public health crises or concerns over the possibility of such crises could
create economic and financial disruptions in the region. A significant deterioration of economic conditions in Asia could expose
us to, among other things, economic and transfer risk, and we could experience an outflow of deposits by those of our customers
with connections to Asia. Transfer risk may result when an entity is unable to obtain the foreign exchange needed to meet its
obligations or to provide liquidity. This may adversely impact the recoverability of investments with, or loans made to, such
entities. Adverse economic conditions in Asia, and in China or Taiwan in particular, may also negatively impact asset values
and the profitability and liquidity of our customers who operate in this region.
The Company is a California state chartered bank with operations in California, Hawaii, Illinois, New York, New Jersey,
and Nevada. We have no overseas operations, including in China and the Far East. However, as a Chinese-American business
bank our client base may have customer and operational contact in the Far East, which could be adversely affected by the
current coronavirus outbreak. Management will monitor this situation for its impact on our clients.
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Risks Related to Our Deposits
Our deposit portfolio includes significant concentrations and a large percentage of our deposits are attributable to a
relatively small number of clients.
As a commercial bank, we provide services to a number of clients whose deposit levels vary considerably and have a
significant amount of seasonality. At December 31, 2021, 154 clients maintained balances (aggregating all related accounts,
including multiple business entities and personal funds of business owners) in excess of $2.0 million. This amounted to
$1.6 billion or approximately 47.3% of the Bank’s total deposits as of December 31, 2021. In addition, our ten largest depositor
relationships accounted for approximately 26.1% of our deposits at December 31, 2021. Our largest depositor relationship
accounted for approximately 14.7% of our deposits at December 31, 2021. These deposits can and do fluctuate
substantially. As of December 31, 2021, one trust company depositor is maintaining demand deposit balances in the range of
$400 to $600 million with the Bank. The loss of any combination of these depositors, or a significant decline in the deposit
balances due to ordinary course fluctuations related to these customers’ businesses, would adversely affect our liquidity and
require us to raise deposit rates to attract new deposits, purchase federal funds or borrow funds on a short-term basis to replace
such deposits. Depending on the interest rate environment and competitive factors, low cost deposits may need to be replaced
with higher cost funding, resulting in a decrease in net interest income and net income. While these events could have a material
impact on the Bank’s results, the Bank expects, in the ordinary course of business, that these deposits will fluctuate and believes
it is capable of mitigating this risk, as well as the risk of losing one of these depositors, through additional liquidity, and business
generation in the future. However, should a significant number of these customers leave the Bank, it could have a material
adverse impact on the Bank.
Risk Related to our Allowance for Loan Losses (“ALLL”)
If we do not effectively manage our credit risk, we may experience increased levels of delinquencies, nonperforming loans
and charge-offs, which could require increases in our provision for loan losses.
There are risks inherent in making any loan, including risks inherent in dealing with individual borrowers, risks of
nonpayment, risks resulting from uncertainties as to the future value of collateral and cash flows available to service debt and
risks resulting from changes in economic and market conditions. We cannot guarantee that our credit underwriting and
monitoring procedures will reduce these credit risks, and they cannot be expected to completely eliminate our credit risks. If
the overall economic climate in the United States, generally, or our market areas, specifically, declines, our borrowers may
experience difficulties in repaying their loans, and the level of nonperforming loans, charge-offs and delinquencies could rise
and require further increases in the provision for loan losses, which would cause our net income, return on equity and capital
to decrease.
Our ALLL may prove to be insufficient to absorb potential losses in our loan portfolio.
We establish our ALLL and maintain it at a level that management considers adequate to absorb probable loan losses
based on an analysis of our portfolio and market environment. The ALLL represents our estimate of probable losses in the
portfolio at each balance sheet date and is based upon relevant information available to us. The allowance contains provisions
for probable losses that have been identified relating to specific borrowing relationships, as well as probable losses inherent in
the loan portfolio and credit undertakings that are not specifically identified. Additions to the ALLL, which are charged to
earnings through the provision for loan losses, are determined based on a variety of factors, including an analysis of the loan
portfolio, historical loss experience and an evaluation of current economic conditions in our market areas. The actual amount
of loan losses is affected by changes in economic, operating and other conditions within our markets, which may be beyond
our control, and such losses may exceed current estimates.
As of December 31, 2021, our ALLL as a percentage of total loans was 1.12% and as a percentage of total nonperforming
loans was 158.8%. Although management believes that the ALLL is adequate to absorb losses on any existing loans that may
become uncollectible, we may be required to take additional provisions for loan losses in the future to further supplement the
ALLL, either due to management’s decision to do so or because our banking regulators require us to do so. Our bank regulatory
agencies will periodically review our ALLL and the value attributed to nonaccrual loans or to real estate acquired through
foreclosure and may require us to adjust our determination of the value for these items. These adjustments may adversely affect
our business, financial condition and results of operations.
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The current expected credit loss standard established by the FASB Board will require significant data requirements and
changes to methodologies.
In the aftermath of the 2007-2008 financial crisis, the FASB decided to review how banks estimate losses in the ALLL
calculation, and it issued the final CECL standard on June 16, 2016. Currently, the impairment model used by financial
institutions is based on incurred losses, and loans are recognized as impaired when there is no longer an assumption that future
cash flows will be collected in full under the originally contracted terms. This model will be replaced by the CECL model that
will become effective for the Bank on December 31, 2022 (as the implementation date was deferred by the FASB) in which
financial institutions will be required to use historical information, current conditions and reasonable forecasts to estimate the
expected loss over the life of the loan. The Bank has run CECL models on its loan portfolio, and although the new CECL
standard is currently not expected to have a significant impact on the Bank’s ALLL, the transition to the CECL model will
require significantly greater data requirements and changes to methodologies to accurately account for expected losses. There
can be no assurance that the Bank will not be required to increase its reserves and ALLL as a result of the implementation of
CECL.
On December 21, 2018, federal bank regulatory agencies approved a final rule, effective as of April 1, 2019, modifying
their regulatory capital rules and providing an option to phase in over a three-year period the initial regulatory capital effects
of the CECL methodology. The Company is currently evaluating the magnitude of the one-time cumulative adjustment to its
allowance and of the ongoing impact of the CECL model on its loan loss allowance and results of operations, together with the
final rule that became effective as of April 1, 2019, to determine if the phase-in option will be elected. The Company will
adopt CECL on December 31, 2022.
Risks Related to our Acquisition Strategy
Our strategy of pursuing growth via acquisitions exposes us to financial, execution and operational risks that could have a
material adverse effect on our business, financial position, results of operations and growth prospects.
Since late 2010, we have been pursuing a strategy of leveraging our human and financial capital by acquiring other
financial institutions in our target markets. We have completed several acquisitions in recent years and we may continue
pursuing this strategy.
Our acquisition activities could require us to use a substantial amount of cash, other liquid assets, and/or incur debt. In
addition, if goodwill recorded in connection with our potential future acquisitions were determined to be impaired, then we
would be required to recognize a charge against our earnings, which could materially and adversely affect our results of
operations during the period in which the impairment was recognized.
There are risks associated with an acquisition strategy, including the following:
● We may incur time and expense associated with identifying and evaluating potential acquisitions and negotiating
potential transactions, resulting in management’s attention being diverted from the operation of our existing
business.
● We may encounter insufficient revenue and/or greater than anticipated costs in integrating acquired businesses.
● We may encounter difficulties in retaining business relationships with vendors and customers of the acquired
companies.
●
● We are exposed to potential asset and credit quality risks and unknown or contingent liabilities of the banks or
businesses we acquire. If these issues or liabilities exceed our estimates, our earnings, capital and financial condition
may be materially and adversely affected.
The acquisition of other entities generally requires integration of systems, procedures and personnel of the acquired
entity. This integration process is complicated and time consuming and can also be disruptive to the customers and
employees of the acquired business and our business. If the integration process is not conducted successfully, we
may not realize the anticipated economic benefits of acquisitions within the expected time frame, or ever, and we
may lose customers or employees of the acquired business. We may also experience greater than anticipated
customer losses even if the integration process is successful.
●
To finance an acquisition, we may borrow funds or pursue other forms of financing, such as issuing voting and/or
non-voting common stock or convertible preferred stock, which may have high dividend rights or may be highly
dilutive to holders of our common stock, thereby increasing our leverage and diminishing our liquidity, or issuing
capital stock, which could dilute the interests of our existing shareholders.
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● We may be unsuccessful in realizing the anticipated benefits from acquisitions. For example, we may not be
successful in realizing anticipated cost savings. We also may not be successful in preventing disruptions in service
to existing customer relationships of the acquired institution, which could lead to a loss in revenues.
In addition to the foregoing, we may face additional risks in acquisitions to the extent we acquire new lines of business
or new products, or enter new geographic areas, in which we have little or no current experience, especially if we lose key
employees of the acquired operations. Future acquisitions or business combinations also could cause us to incur debt or
contingent liabilities or cause us to issue equity securities. These actions could negatively impact the ownership percentages of
our existing shareholders, our financial condition and results of operations. In addition, we may not find candidates which meet
our criteria for such transactions, and if we do find such a situation, our shareholders may not agree with the terms of such
acquisition or business relationship.
In addition, our ability to grow may be limited if we cannot make acquisitions. We compete with other financial
institutions with respect to proposed acquisitions. We cannot predict if or when we will be able to identify and attract acquisition
candidates or make acquisitions on favorable terms.
We cannot assure you that we will be successful in overcoming these risks or any other problems encountered in
connection with acquisitions. Our inability to overcome risks associated with acquisitions could have an adverse effect on our
ability to successfully implement our acquisition growth strategy and grow our business and profitability.
If the goodwill that we recorded in connection with a business acquisition becomes impaired, it could require charges to
earnings, which would have a negative impact on our financial condition and results of operations.
Goodwill represents the amount by which the cost of an acquisition exceeded the fair value of net assets we acquired in
connection with the purchase. We review goodwill for impairment at least annually, or more frequently if events or changes in
circumstances indicate that the carrying value of the asset might be impaired.
We determine impairment by comparing the implied fair value of the reporting unit goodwill with the carrying amount
of that goodwill. If the carrying amount of the reporting unit goodwill exceeds the implied fair value of that goodwill, an
impairment loss is recognized in an amount equal to that excess. Any such adjustments are reflected in our results of operations
in the periods in which they become known. As of December 31, 2021, our goodwill totaled $69.3 million. We evaluated our
goodwill and intangibles in the first, second and fourth quarters of 2020, and the fourth quarter of 2021. The impairment
evaluation did not identify an impairment of goodwill or the core deposit intangible in those quarters of 2020
and 2021. However, there were write-downs of mortgage servicing rights of $50,000 in the third quarter of 2020 and $366,000
in the second quarter of 2020. The Company recorded an impairment writedown reversal of $416,000 on servicing assets
in 2021. There can be no assurance that our future evaluations of goodwill will not result in findings of impairment and related
write-downs, which may have a material adverse effect on our financial condition and results of operations.
We may not be able to continue growing our business, particularly if we cannot make acquisitions or increase loans and
deposits through organic growth, either because of an inability to find suitable acquisition candidates, constrained capital
resources or otherwise.
We have grown our consolidated assets from $300.5 million as of December 31, 2010 to $4.2 billion as of December 31,
2021, and our deposits from $236.4 million as of December 31, 2010 to $3.4 billion as of December 31, 2021. Some of this
growth has resulted from several acquisitions that we have completed since 2010. While we intend to continue to grow our
business through strategic acquisitions coupled with organic loan and deposit growth, we anticipate that much of our future
growth will be dependent on our ability to successfully implement our acquisition growth strategy. A risk exists, however, that
we will not be able to identify suitable additional candidates for acquisitions.
In addition, even if suitable targets are identified, we expect to compete for such businesses with other potential bidders,
many of which may have greater financial resources than we have, which may adversely affect our ability to make acquisitions
at attractive prices. Although we have historically been disciplined in pricing our acquisitions, there can be no assurance that
the higher multiples being paid in bank acquisitions will not adversely impact our ability to execute acquisitions in the future
or adversely affect the return we earn from such acquisitions.
Furthermore, many acquisitions we may wish to pursue would be subject to approvals by bank regulatory authorities,
and we cannot predict whether any targeted acquisitions will receive the required regulatory approvals. Moreover, our ability
to continue to grow successfully will depend to a significant extent on our capital resources. It also will depend, in part, upon
our ability to attract deposits and lessen our dependence on larger deposit accounts, identify favorable loan and investment
opportunities and on whether we can continue to fund growth while maintaining cost controls and asset quality, as well on
other factors beyond our control, such as national, regional and local economic conditions and interest rate trends.
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Paydowns on our acquired loan portfolio will result in reduced total loan yield, net interest income and net income if not
replaced with other high-yielding loans.
Our total loan yield and net interest margin has been positively affected by the accretion of purchased loan discounts
relating to loans acquired in prior acquisitions. As our acquired loan portfolio is paid down, we expect downward pressure on
our total loan yield and net interest income to the extent that the run-off is not replaced with other high-yielding loans. The
accretable yield represents the excess of the net present value of expected future cash flows over the acquisition date fair value
and includes both the expected coupon of the loan and the discount accretion. For example, the total loan yield for the year
ended December 31, 2021 and 2020 was 5.12% and 5.18%, respectively, and the yield generated using only the expected
coupon would have been 5.08% and 5.09%, during the same respective periods. Notwithstanding, if we are unable to replace
loans in our existing portfolio with comparable high-yielding loans or a larger volume of loans, our total loan yield, net interest
income and net income could be adversely affected.
As we expand our business outside of California markets, we will encounter risks that could adversely affect us.
We primarily operate in California, New York, New Jersey and Illinois markets with a concentration of Chinese-
American individuals and businesses; however, one of our strategies is to expand beyond California into other domestic markets
that have concentrations of Chinese-American individuals and businesses. We also currently have operations in Las Vegas,
Nevada and Honolulu, Hawaii, including operating a branch office, and are currently looking for additional branch expansion
opportunities in the San Francisco Bay area and Houston and, secondarily, San Diego and Riverside counties in southern
California, and Phoenix. In the course of this expansion, we will encounter significant risks and uncertainties that could have
a material adverse effect on our operations. These risks and uncertainties include increased expenses and operational difficulties
arising from, among other things, our ability to attract sufficient business in new markets, to manage operations in
noncontiguous market areas, to comply with all of the various local laws and regulations, and to anticipate events or differences
in markets in which we have no current experience.
Risks Related to Interest Rates
Fluctuations in interest rates may reduce net interest income and otherwise negatively impact our financial condition and
results of operations.
Shifts in short-term interest rates may reduce net interest income, which is the principal component of our earnings. Net
interest income is the difference between the amounts received by us on our interest-earning assets and the interest paid by us
on our interest-bearing liabilities. When interest rates rise, the rate of interest we pay on our assets, such as loans, rises more
quickly than the rate of interest that we receive on our interest-bearing liabilities, such as deposits, which may cause our profits
to increase. When interest rates decrease, the rate of interest we pay on our assets, such as loans, declines more quickly than
the rate of interest that we receive on our interest-bearing liabilities, such as deposits, which may cause our profits to decrease.
The impact on earnings is more adverse when the slope of the yield curve flattens, that is, when short-term interest rates increase
more than long-term interest rates or when long-term interest rates decrease more than short-term interest rates.
Interest rate increases often result in larger payment requirements for our borrowers, which increases the potential for
default. At the same time, the marketability of the underlying property may be adversely affected by any reduced demand
resulting from higher interest rates. In a declining interest rate environment, there may be an increase in prepayments on loans
as borrowers refinance their mortgages and other indebtedness at lower rates. At December 31, 2021, total loans held for
investment were 73.5% of our earning assets and exhibited a positive 8% sensitivity to rising interest rates in a 100 basis point
parallel shock.
Changes in interest rates also can affect the value of loans, securities and other assets. An increase in interest rates that
adversely affects the ability of borrowers to pay the principal or interest on loans may lead to an increase in nonperforming
assets and a reduction of income recognized, which could have a material adverse effect on our results of operations and cash
flows. Further, when we place a loan on nonaccrual status, we reverse any accrued but unpaid interest receivable, which
decreases interest income. Subsequently, we continue to have a cost to fund the loan, which is reflected as interest expense,
without any interest income to offset the associated funding expense. Thus, an increase in the amount of nonperforming assets
would have an adverse impact on net interest income.
Rising interest rates will result in a decline in value of the fixed-rate debt securities we hold in our investment securities
portfolio. The unrealized losses resulting from holding these securities would be recognized in accumulated other
comprehensive income (loss) and reduce total shareholders’ equity. Unrealized losses do not negatively impact our regulatory
capital ratios; however, tangible common equity and the associated ratios would be reduced. If debt securities in an unrealized
loss position are sold, such losses become realized and will reduce our regulatory capital ratios.
If short-term interest rates remain at their historically low levels for a prolonged period, and assuming longer term interest
rates fall, we could experience net interest margin compression as our interest earning assets would continue to reprice
downward while our interest-bearing liability rates could fail to decline in tandem. This would have a material adverse effect
on our net interest income and our results of operations.
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We could recognize losses on securities held in our securities portfolio, particularly if interest rates increase or economic
and market conditions deteriorate.
As of December 31, 2021, the fair value of our securities portfolio was approximately $374.8 million. Factors beyond
our control can significantly influence the fair value of securities in our portfolio and can cause potential adverse changes to
the fair value of these securities. For example, fixed-rate securities acquired by us are generally subject to decreases in market
value when interest rates rise. Additional factors include, but are not limited to, rating agency downgrades of the securities or
our own analysis of the value of the security, defaults by the issuer or individual mortgagors with respect to the underlying
securities, and continued instability in the credit markets. Any of the foregoing factors could cause other-than-temporary
impairment in future periods and result in realized losses. The process for determining whether impairment is other-than-
temporary usually requires difficult, subjective judgments about the future financial performance of the issuer and any collateral
underlying the security in order to assess the probability of receiving all contractual principal and interest payments on the
security. Because of changing economic and market conditions affecting interest rates, the financial condition of issuers of the
securities and the performance of the underlying collateral, we may recognize realized and/or unrealized losses in future
periods, which could have an adverse effect on our financial condition and results of operations.
Other Risks Related to Our Business
We are exposed to risks related to fraud and cyber-attacks.
The Company is continuously enhancing and expanding our digital products and services to meet client and business
needs with desired outcomes. These digital products and services often include storing, transmitting, and processing
confidential client, employee, monetary, and business information. Due to the nature of this information, and the value it has
for internal and external threat actors, we, and our third-party service providers, continue to be subject to cyber-attacks and
fraud activity that attempts to gain unauthorized access, misuse information and information systems, steal information, disrupt
or degrade information systems, spread malicious software, and other illegal activities.
We believe we have robust preventive, detective, and administrative safeguards and security controls to minimize the
probability and magnitude of a material event. However, because the tactics and techniques used by threat actors to bypass
safeguards and security controls change frequently, and often are not recognized until after an event has occurred, we may be
unable to anticipate future tactics and techniques, or to implement adequate and timely protective measures.
Cybersecurity, and the continued development and enhancement of controls, processes, and practices designed to protect
client information, systems, computers, software, data, and networks from attack, damage, or unauthorized access remain a
priority for the Company. As cybersecurity threats continue to evolve, we may be required to expend additional resources to
continue to enhance, modify, and refine our protective measures against these evolving threats.
To date, we have no knowledge of a successful cyber-attack or other material information security breach affecting our
systems. However, our risk and exposure to these matters remains heightened because of, among other things, the evolving
nature of these threats, the continuation of a remote work environment for our employees and service providers and our plans
to continue to implement and expand digital banking services, expand operations, and use third-party information systems that
includes cloud-based infrastructure, platforms, and software. Recent instances of attacks specifically targeting financial services
businesses indicate that the risk to our systems remains significant. If we or a critical third party vendor were to experience a
cyber-attack or information security breach, we could suffer damage to our reputation, productivity losses, response costs
associated with investigation and resumption of services, and incur substantial additional expenses, including remediation
expenses costs associated with client notification and credit monitoring services, increased insurance premiums, regulatory
penalties and fines, and costs associated civil litigation, any of which could have a materially adverse effect on our business,
financial condition, and results of operations.
In addition, the Company’s clients and vendors rely on technology and systems unmanaged by the Company, such as
networking devices, server infrastructure, personal computers, smartphones, tablets, and other mobile devices, to contact and
conduct business with the Company. If the devices of the Company’s clients or vendors become the target of a cyber-attack, or
information security breach, it could result in unauthorized access to, misuse of, or loss of confidential client, employee,
monetary, or business information. Threat actors using improperly obtained personal or financial information of consumers can
attempt to obtain loans, lines of credit, or other financial products from the Company, or attempt to fraudulently persuade the
Company’s employees, clients, or other users of the Company’s systems to disclose confidential information in order to gain
improper access to the Company’s information and information systems.
We also face additional costs when our customers become the victims of cyber-attacks. For example, various retailers
have reported that they have been the victims of a cyber-attack in which large amounts of their clients’ data, including debit
and credit card information, is obtained. Our clients may be the victims of phishing scams, providing cyber criminals access to
their accounts, or credit or debit card information. In these situations, we incur costs to replace compromised cards and address
fraudulent transaction activity affecting our clients.
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Both internal and external fraud and theft are risks. If confidential client, employee, monetary, or business information
were to be mishandled or misused, we could suffer significant regulatory consequences, reputational damage, and financial
loss. Such mishandling or misuse could include, for example, if such information were erroneously provided to parties who are
not permitted to have the information, either by fault of our systems, employees, or counterparties, or if such information were
to be intercepted or otherwise inappropriately taken by third parties, or if our own employees abused their access to financial
systems to commit fraud against our clients and the Company. These activities can occur in connection with the origination of
loans and lines of credit, ACH transactions, wire transactions, ATM transactions, and checking transactions, and result in
financial losses as well as reputational damage.
Operational errors can include information system misconfiguration, clerical or record-keeping errors, or disruptions
from faulty or disabled computer or telecommunications systems. Because the nature of the financial services business involves
a high volume of transactions, certain errors may be repeated or compounded before they are discovered and successfully
rectified. Because of the Company’s large transaction volume and its necessary dependence upon automated systems to record
and process these transactions, there is a risk that technical flaws, tampering, or manipulation of those automated systems,
arising from events wholly or partially beyond its control, may give rise to disruption of service to customers and to financial
loss or liability. We are exposed to the risk that our business continuity and data security systems prove to be inadequate.
The occurrence of any of these risks could result in a diminished ability for us to operate our business, additional costs
to correct defects, potential liability to clients, reputational intervention, any of which could adversely affect our business,
financial condition and results of operations.
Liabilities from environmental regulations could materially and adversely affect our business and financial condition.
In the course of our business, we may foreclose and take title to real estate, and could be subject to environmental
liabilities with respect to these properties. We may be held liable to a governmental entity or to third parties for property
damage, personal injury, investigation and clean-up costs incurred by these parties in connection with environmental
contamination, or may be required to investigate or clear up hazardous or toxic substances, or chemical releases at a property.
The costs associated with investigation or remediation activities could be substantial. In addition, as the owner or former owner
of any contaminated site, we may be subject to common law claims by third parties based on damages, and costs resulting from
environmental contamination emanating from the property. If we ever become subject to significant environmental liabilities,
our business, financial condition, liquidity, and results of operations could be materially and adversely affected.
A natural disaster or recurring energy shortage in our geographic markets, especially in California, could harm our
business.
We are based in California and at December 31, 2021, approximately 44.1% of the aggregate outstanding principal of
our mortgage loans was secured by real estate located in California. In addition, the computer systems that operate our Internet
websites and some of their back-up systems are located in California. Historically, California has been vulnerable to natural
disasters. Therefore, we are susceptible to the risks of natural disasters, such as earthquakes, wildfires, floods and mudslides.
Natural disasters could harm our operations directly through interference with communications, including the interruption or
loss of our information technology structure and websites, which could prevent us from gathering deposits, originating loans
and processing and controlling our flow of business, as well as through the destruction of facilities and our operational, financial
and management information systems. A natural disaster or recurring power outages may also impair the value of our largest
class of assets, our loan portfolio, which is comprised substantially of real estate loans. Uninsured or underinsured disasters
may reduce borrowers’ ability to repay mortgage loans. Disasters may also reduce the value of the real estate securing our
loans, impairing our ability to recover on defaulted loans through foreclosure and making it more likely that we would suffer
losses on defaulted loans. California has also experienced energy shortages, which, if they recur, could impair the value of the
real estate in those areas affected. Although we have implemented several back-up systems and protections (and maintain
business interruption insurance), these measures may not protect us fully from the effects of a natural disaster. The occurrence
of natural disasters or energy shortages in California could have a material adverse effect on our business prospects, financial
condition and results of operations.
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Climate change could have a material negative impact on the Company and clients.
The Company’s business, as well as the operations and activities of our clients, could be negatively impacted by climate
change. Climate change presents both immediate and long-term risks to the Company and its clients, and these risks are
expected to increase over time. Climate change presents multi-faceted risks, including: operational risk from the physical effects
of climate events on the Company and its clients’ facilities and other assets; credit risk from borrowers with significant exposure
to climate risk; transition risks associated with the transition to a less carbon- dependent economy; and reputational risk from
stakeholder concerns about our practices related to climate change, the Company’s carbon footprint, and the Company’s
business relationships with clients who operate in carbon-intensive industries.
Federal and state banking regulators and supervisory authorities, investors, and other stakeholders have increasingly
viewed financial institutions as important in helping to address the risks related to climate change both directly and with respect
to their clients, which may result in financial institutions coming under increased pressure regarding the disclosure and
management of their climate risks and related lending and investment activities. Given that climate change could impose
systemic risks upon the financial sector, either via disruptions in economic activity resulting from the physical impacts of
climate change or changes in policies as the economy transitions to a less carbon-intensive environment, the Company may
face regulatory risk of increasing focus on the Company’s resilience to climate-related risks, including in the context of stress
testing for various climate stress scenarios. Ongoing legislative or regulatory uncertainties and changes regarding climate risk
management and practices may result in higher regulatory, compliance, credit, and reputational risks and costs.
With the increased importance and focus on climate change, we are making efforts to enhance our governance of climate
change-related risks and integrate climate considerations into our risk governance framework. Nonetheless, the risks associated
with climate change are rapidly changing and evolving in an escalating fashion, making them difficult to assess due to limited
data and other uncertainties. We could experience increased expenses resulting from strategic planning, litigation, and
technology and market changes, and reputational harm as a result of negative public sentiment, regulatory scrutiny, and reduced
investor and stakeholder confidence due to our response to climate change and our climate change strategy, which, in turn,
could have a material negative impact on our business, results of operations, and financial condition.
We face strong competition from financial services companies and other companies that offer banking and mortgage
banking services, which could harm our business.
Our operations consist of offering banking and mortgage banking services to generate both interest and noninterest
income. Many of our competitors offer the same, or a wider variety of, banking and related financial services within our market
areas. These competitors include national banks, regional banks and other community banks. We also face competition from
many other types of financial institutions, including savings and loan institutions, finance companies, brokerage firms,
insurance companies, credit unions, mortgage banks and other financial intermediaries. In addition, a number of out-of-state
financial intermediaries have opened production offices or otherwise solicit deposits in our market areas. Additionally, we face
growing competition from so-called “online businesses” with few or no physical locations, including online banks, lenders and
consumer and commercial lending platforms, as well as automated retirement and investment service providers. Increased
competition in our markets may result in reduced loans, deposits and commissions and brokers’ fees, as well as reduced net
interest margin and profitability. Ultimately, we may not be able to compete successfully against current and future competitors.
If we are unable to attract and retain banking and mortgage loan customers and expand our sales market for such loans, we may
be unable to continue to grow our business, and our financial condition and results of operations may be adversely affected.
Legislative and regulatory actions taken now or in the future may increase our costs and impact our business, governance
structure, financial condition or results of operations.
Our operations are subject to extensive regulation by federal, state and local governmental authorities and are subject to
various laws and judicial and administrative decisions imposing requirements and restrictions on part or all of our operations.
Federal and state banking regulators have significant discretion and authority to prevent or remedy unsafe or unsound practices
or violations of laws or regulations by financial institutions and bank holding companies in the performance of their supervisory
and enforcement duties. The exercise of regulatory authority may have a negative impact on our financial condition and results
of operations. Additionally, in order to conduct certain activities, including acquisitions, we are required to obtain regulatory
approval. There can be no assurance that any required approvals can be obtained, or obtained without conditions or on a
timeframe acceptable to us.
85
In addition, other new proposals for legislation continue to be introduced in the U.S. Congress that could further
substantially increase regulation of the bank and non-bank financial services industries and impose restrictions on the operations
and general ability of firms within the industry to conduct business consistent with historical practices. Federal and state
regulatory agencies also frequently adopt changes to their regulations or change the manner in which existing regulations are
applied. Certain aspects of current or proposed regulatory or legislative changes to laws applicable to the financial industry, if
enacted or adopted, may impact the profitability of our business activities, require more oversight or change certain of our
business practices, including the ability to offer new products, obtain financing, attract deposits, make loans and achieve
satisfactory interest spreads and could expose us to additional costs, including increased compliance costs. These changes also
may require us to invest significant management attention and resources to make any necessary changes to operations to comply
and could have an adverse effect on our business, financial condition and results of operations.
Our use of third party vendors and our other ongoing third party business relationships are subject to increasing regulatory
requirements and attention.
We regularly use third party vendors as part of our business. We also have substantial ongoing business relationships
with other third parties. These types of third party relationships are subject to increasingly demanding regulatory requirements
and attention by our federal bank regulators. Recent regulation requires us to enhance our due diligence, ongoing monitoring
and control over our third party vendors and other ongoing third party business relationships. In certain cases we may be
required to renegotiate our agreements with these vendors to meet these enhanced requirements, which could increase our costs.
We expect that our regulators will hold us responsible for deficiencies in our oversight and control of our third party
relationships and in the performance of the parties with which we have these relationships. As a result, if our regulators conclude
that we have not exercised adequate oversight and control over our third party vendors or other ongoing third party business
relationships or that such third parties have not performed appropriately, we could be subject to enforcement actions, including
civil money penalties or other administrative or judicial penalties or fines as well as requirements for customer remediation,
any of which could have a material adverse effect our business, financial condition or results of operations.
Risks Related to an Investment in Our Common Stock
The price of our common stock may fluctuate significantly, and this may make it difficult for you to sell shares of common
stock owned by you at times or at prices you find attractive.
The trading price of our common stock may fluctuate widely as a result of a number of factors, many of which are outside
our control. In addition, the stock market is subject to fluctuations in the share prices and trading volumes that affect the market
prices of the shares of many companies. These broad market fluctuations could adversely affect the market price of our common
stock. Among the factors that could affect our stock price are:
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actual or anticipated quarterly fluctuations in our operating results and financial condition and prospects;
changes in revenue or earnings estimates or publication of research reports and recommendations by financial
analysts;
failure to meet analysts’ revenue or earnings estimates;
speculation in the press or investment community;
strategic actions by us or our competitors, such as acquisitions or restructurings;
acquisitions of other banks or financial institutions;
actions by institutional stockholders;
fluctuations in the stock price and operating results of our competitors;
general market conditions and, in particular, developments related to market conditions for the financial services
industry;
proposed or adopted regulatory changes or developments;
anticipated or pending investigations, proceedings, or litigation that involve or affect us;
successful management of reputational risk;
geopolitical and public health conditions such as acts or threats of terrorism, military conflicts, pandemics and
public health issues or crises, such as that related to COVID-19; and
domestic and international economic factors, such as interest or foreign exchange rates, stock, commodity, credit,
or asset valuations or volatility, unrelated to our performance.
86
The stock market and, in particular, the market for financial institution stocks, has experienced significant volatility. As
a result, the market price of our common stock may be volatile. In addition, the trading volume in our common stock may
fluctuate more than usual and cause significant price variations to occur. The trading price of the shares of our common stock
and the value of our other securities will depend on many factors, which may change from time to time, including, without
limitation, our financial condition, performance, creditworthiness and prospects, future sales of our equity or equity related
securities, and other factors identified above in “Forward-Looking Statements,” and in this Item 1A — “Risk Factors.” The
capital and credit markets can experience volatility and disruption. Such volatility and disruption can reach unprecedented
levels, resulting in downward pressure on stock prices and credit availability for certain issuers without regard to their
underlying financial strength. A significant decline in our stock price could result in substantial losses for individual
stockholders and could lead to costly and disruptive securities litigation.
Our dividend policy may change.
We have paid quarterly dividends since our initial public offering in the third quarter of 2017. In 2017 we paid $0.38 per
share, in 2018 we paid $0.35 per share, in 2019 we paid $0.40 per share, in 2020 we paid $0.33 per share, and in 2021 we paid
$0.51 per share. We have no obligation to pay dividends and we may change our dividend policy at any time without notice to
our shareholders. Holders of our common stock are only entitled to receive such cash dividends as our board of directors, in its
discretion, may declare out of funds legally available for such payments. Furthermore, consistent with our strategic plans,
growth initiatives, capital availability and requirements, projected liquidity needs, financial condition, and other factors, we
have made, and will continue to make, capital management decisions and policies that could adversely impact the amount of
dividends paid to our common shareholders.
We are a separate and distinct legal entity from our subsidiaries, including the Bank. We receive substantially all of our
revenue from dividends from the Bank and RAM, which we use as the principal source of funds to pay our expenses. Various
federal and/or state laws and regulations limit the amount of dividends that the Bank and certain of our non-bank subsidiaries
may pay us. Such limits are also tied to the earnings of our subsidiaries. If the Bank does not receive regulatory approval or if
our subsidiaries’ earnings are not sufficient to make dividend payments to us while maintaining adequate capital levels, our
ability to pay our expenses and our business, financial condition or results of operations could be materially and adversely
impacted.
Shares of certain shareholders may be sold into the public market in the near future. This could cause the market price of
our common stock to decline.
We have outstanding options to purchase 943,918 shares of our common stock as of December 31, 2021 that may be
exercised and sold (assuming all vesting requirements are met), and we have the ability to issue options exercisable for up to
an additional 981,853 shares of common stock pursuant to our 2017 Omnibus Stock Incentive Plan. The sale of any of such
shares could cause the market price of our stock to decline, and concerns that those sales may occur could cause the trading
price of our common stock to decrease or to be lower than it might otherwise be.
Our business and financial results could be impacted materially by adverse results in legal proceedings.
Various aspects of our operations involve the risk of legal liability. We have been, and expect to continue to be, named
or threatened to be named as defendants in legal proceedings arising from our business activities. We establish accruals for
legal proceedings when information related to the loss contingencies represented by those proceedings indicates both that a
loss is probable and that the amount of the loss can be reasonably estimated, but we do not have accruals for all legal proceedings
where we face a risk of loss. In addition, amounts accrued may not represent the ultimate loss to us from those legal proceedings.
Thus, our ultimate losses may be higher or lower, and possibly significantly so, than the amounts accrued for loss contingencies
arising from legal proceedings, and these losses could have a material and adverse effect on our business, financial condition,
results of operations and the value of our common stock.
Future equity issuances could result in dilution, which could cause our common stock price to decline.
We are generally not restricted from issuing additional shares of our common stock, up to the 100 million shares of
common stock and 100 million shares of preferred stock authorized in our articles of incorporation, which in each case could
be increased by a vote of a majority of our shares. We may issue additional shares of our common stock in the future pursuant
to current or future equity compensation plans, upon conversions of preferred stock or debt, upon exercise of warrants or in
connection with future acquisitions or financings. If we choose to raise capital by selling shares of our common stock for any
reason, the issuance would have a dilutive effect on the holders of our common stock and could have a material negative effect
on the market price of our common stock.
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Provisions in our charter documents and California law may have an anti-takeover effect, and there are substantial
regulatory limitations on changes of control of bank holding companies.
Provisions of our charter documents and the California General Corporation Law (“CGCL”) could make it more difficult
for a third party to acquire us, even if doing so would be perceived to be beneficial by our shareholders. Furthermore, with
certain limited exceptions, federal regulations prohibit a person or company or a group of persons deemed to be “acting in
concert” from, directly or indirectly, acquiring more than 10% (5% if the acquirer is a bank holding company) of any class of
our voting stock or obtaining the ability to control in any manner the election of a majority of our directors or otherwise direct
the management or policies of our company without prior notice or application to and the approval of the Federal Reserve.
Accordingly, prospective investors need to be aware of and comply with these requirements, if applicable, in connection with
any purchase of shares of our common stock. Moreover, the combination of these provisions effectively inhibits certain mergers
or other business combinations, which, in turn, could adversely affect the market price of our common stock.
We are an “emerging growth company”, and the reduced regulatory and reporting requirements applicable to emerging
growth companies may make our common stock less attractive to investors.
We are an “emerging growth company”, as described in the JOBS Act. For as long as we continue to be an emerging
growth company, we may take advantage of reduced regulatory and reporting requirements that are otherwise generally
applicable to public companies. These include, without limitation, not being required to comply with the auditor attestation
requirements of Section 404(b) of the Sarbanes-Oxley Act, reduced financial reporting requirements, reduced disclosure
obligations regarding executive compensation, and exemptions from the requirements of holding non-binding advisory votes
on executive compensation and golden parachute payments. Since Bancorp’s IPO, it has been the Company’s intention to take
advantage of certain temporary exemptions from various reporting requirements and we are taking advantage of additional
transitional relief available to emerging growth companies, which for Bancorp will be available through the end of 2022. We
may take advantage of these provisions for up to five years (through December 2022), unless we earlier cease to be an emerging
growth company, which would occur if our annual gross revenues exceed $1.0 billion, if we issue more than $1.0 billion in
non-convertible debt in a three-year period, or if the market value of our common stock held by non-affiliates exceeds
$700.0 million as of any June 30 before that time, in which case we would no longer be an emerging growth company as of the
following December 31. Investors may find our common stock less attractive if we rely on the exemptions, which may result
in a less active trading market and increased volatility in our stock price.
Other Risks
The continuing COVID-19 pandemic could adversely affect our business and our customers, counterparties, employees,
and third-party service providers.
The spread of COVID-19 has created a global public-health crisis that has impacted household, business, economic, and market
conditions.
Governments have taken unprecedented financial and monetary steps in response to the pandemic. For example, in late
March 2020, the CARES Act was enacted to inject more than $2 trillion of financial assistance into the U.S. economy, followed
by additional COVID relief legislation of approximately $900 million in December 2020. In March 2021, the American Rescue
Plan Act (“American Rescue Plan”), also called the COVID-19 Stimulus Package or American Rescue Plan, Pub L. No. 117-
2, was enacted to inject an additional $1.9 trillion in financial relief and economic stimulus. The Federal Reserve has taken
decisive and sweeping actions as well. Since March 15, 2020, their actions have included a reduction in the target range for the
federal funds rate to 0 to 25 basis points, a program to purchase an indeterminate amount of Treasury securities and agency
mortgage-backed securities, corporate bonds and other investments, and numerous facilities to support the flow of credit to
households and businesses.
The full extent of the impact of the COVID-19 pandemic on our capital, liquidity, and other financial positions and on
our business, results of operations, and prospects is still uncertain, and will depend on a number of evolving factors, including:
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The duration, extent, and severity of the pandemic. COVID-19 has not yet been contained; continuing spread and
rise of new variants could affect significantly more households and businesses, or cause additional limitations on
commercial activity, increased unemployment, increased property vacancy rates and general economic and financial
instability. The continuation of the pandemic may also negatively impact regional economic conditions for a period
of time, resulting in declines in loan demand and collateral values. The duration and severity of the pandemic
continues to be impossible to predict, as is the potential for a seasonal or other resurgence. We also believe we will
continue to see the economic effects of the pandemic even after the COVID-19 outbreak has subsided, which is
expected to continue to affect our business, financial position, results of operations and prospects.
88
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The response of governmental authorities. To date, many of the actions of governmental authorities, including
eviction forbearance, occupancy restrictions and vaccine mandates, have been directed toward curtailing household
and business activity to contain COVID-19 while simultaneously deploying fiscal and monetary policy measures
to partially mitigate the adverse effects on individual households and businesses. The ultimate success or impact of
these actions and their effect on our customers and the economy generally is still unclear. Further, some measures,
such as a suspension of mortgage and other loan payments and foreclosures, may have a negative impact on our
business.
The effect on our customers, counterparties, employees, and third-party service providers. COVID-19 and its
associated consequences and uncertainties are affecting individuals, households, and businesses differently and
unevenly. Negative impacts on our customers could result in increased risk of delinquencies, defaults, foreclosures
and losses on our loans.
The effect on economies and markets. Whether the actions of governmental and nongovernmental authorities will
be successful in mitigating the adverse effects of COVID-19 is unclear. National, regional, and local economies
and markets could suffer disruptions that are lasting. Governmental actions are meaningfully influencing the
interest-rate environment and financial-market activity and could have lasting effects on taxes and other economic
factors, which could adversely affect our results of operations and financial condition.
Our participation in the SBA’s PPP Loan Program exposes us to risks.
Our participation in the SBA PPP loan program exposes us to risks related to noncompliance with the PPP, as well as
litigation risk related to our administration of the PPP loan program, which could have a material adverse impact on our
business, financial condition and results of operations. As of December 31, 2021, our PPP loans were approximately $11.8
million.
The Company participated in the PPP, a loan program administered through the SBA, that was created to help eligible
businesses, organizations and self-employed persons fund their operational costs during the COVID-19 pandemic. Under this
program, the SBA guarantees 100% of the amounts loaned under the PPP. The PPP opened on April 3, 2020; however, because
of the short window between the passing of the CARES Act and the opening of the PPP, there is some ambiguity in the laws,
rules and guidance regarding the operation of the PPP, which exposes the Company to risks relating to noncompliance with the
PPP. For instance, other financial institutions have experienced litigation related to their process and procedures used in
processing applications for the PPP. Any financial liability, litigation costs or reputational damage caused by PPP related
litigation could have a material adverse impact on our business, financial condition and results of operations. In addition, the
Company may be exposed to credit risk on PPP loans if a determination is made by the SBA that there is a deficiency in the
manner in which the loan was originated, funded, or serviced. If a deficiency is identified, the SBA may deny its liability under
the guaranty, reduce the amount of the guaranty, or, if it has already paid under the guaranty, seek recovery of any loss related
to the deficiency from the Company.
Item 1B. Unresolved Staff Comments.
None.
Item 2. Properties.
We are headquartered in Los Angeles County, California. We currently have nine branches in Los Angeles County
located in downtown Los Angeles, San Gabriel, Torrance, Rowland Heights, Monterey Park, Silver Lake, Arcadia, Cerritos,
and Diamond Bar. We have one branch in Irvine, Orange County, California. We operate two branches in Ventura County,
California, in Westlake Village and in Oxnard. These branches are in the Los Angeles-Long Beach-Anaheim, California
Metropolitan Statistical Area (“MSA”).
The Company has six branches in the New York City metropolitan area located in Manhattan, Brooklyn, and Queens.
These branches operate in the New York-Newark-Jersey City, NY-NJ-PA MSA. Our Eastern region loan center, located at
4401 8th Avenue, Brooklyn, New York, houses our Eastern region mortgage unit, FNMA servicing, commercial lending and
credit administration areas.
In November 2020, we opened a new branch in Edison, New Jersey. We operate one branch in the Las Vegas-Paradise,
Nevada MSA. In January 2020, we acquired PGB and its three branches in Chicago, Illinois, located in the neighborhoods of
Chinatown and Bridgeport. We closed one Chinatown branch in February 2021. In January 2022 we acquired the Honolulu,
Hawaii branch of the Bank of the Orient.
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Our headquarters office is located at 1055 Wilshire Blvd. Suite 1200, Los Angeles, California 90017. The headquarters
is in downtown Los Angeles and houses our risk management unit, including compliance and BSA groups, and our single-
family residential mortgage group, SBA lending, commercial lending and credit administration.
Our administrative center is located at 123 East Valley Blvd., San Gabriel, California and houses our branch
administration, human resources and administrative groups. Our operation center is located at 7025 Orangethorpe Avenue,
Buena Park, California and houses the operations, IT and finance groups.
Except for our Monterey Park, California branch, our Buena Park, California operations center, our Eastern region loan
center, and two branches in Chicago, all of our offices are leased. We believe that the leases to which we are subject are
generally on terms consistent with prevailing market terms. None of the leases are with our directors, officers, beneficial owners
of more than 5% of our voting securities or any affiliates of the foregoing.
We own a three story walk up on 86th Avenue in Brooklyn, New York. We are presently renovating the property to
become a branch, planned to open prior to June 30, 2022.
Item 3. Legal Proceedings.
In the normal course of business, we are named or threatened to be named as a defendant in various lawsuits.
Management, following consultation with legal counsel, does not expect the ultimate disposition of any or a combination of
these matters to have a material adverse effect on our business. However, given the nature, scope and complexity of the
extensive legal and regulatory landscape applicable to our business (including laws and regulations governing consumer
protection, fair lending, fair labor, privacy, information security and anti-money laundering and anti-terrorism laws), we, like
all banking organizations, are subject to heightened legal and regulatory compliance and litigation risk.
Where appropriate, we establish reserves in accordance with FASB guidance over loss contingencies (ASC 450). The
outcome of litigation and other legal and regulatory matters is inherently uncertain, however, and it is possible that one or more
of the legal or regulatory matters currently pending or threatened could have a material adverse effect on our liquidity,
consolidated financial position, and/or results of operations. As of December 31, 2021, the Company does not have any
litigation reserves.
Item 4. Mine Safety Disclosures.
Not applicable.
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PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities.
Market Information
Our common stock began trading on the NASDAQ Global Select Market (NASDAQ) under the symbol “RBB” on July
27, 2017. Prior to that, there was no public market for our common stock.
Shareholders
As of March 9, 2022, the Company had approximately 177 common stock shareholders of record, and the closing price
of the Company’s common stock was $24.11 per share. The number of holders of record does not represent the actual number
of beneficial owners of our common stock because securities dealers and others frequently hold shares in “street name” for the
benefit of individual owners who have the right to vote shares.
Dividend Policy
It has been our policy to pay quarterly dividends to holders of our common stock, and we intend to generally maintain
our current dividend levels. Our dividend policy and practice may change in the future, however, and our board of directors
may change or eliminate the payment of future dividends at its discretion, without notice to our shareholders. Any future
determination to pay dividends to holders of our common stock will depend on our results of operations, financial condition,
capital requirements, banking regulations, contractual restrictions and any other factors that our board of directors may deem
relevant.
Under the terms of our subordinated notes issued in March 2016, November 2018 and March 2021, and the related
subordinated note purchase agreements, we are not permitted to declare or pay any dividends on our capital stock if an event
of default occurs under the terms of the subordinated notes. Additionally, under the terms of such notes, we are not permitted
to declare or pay any dividends on our capital stock if we are not “well capitalized” for regulatory purposes immediately prior
to the payment of such dividend. The terms of the debentures underlying our Trust Preferred Securities also prohibit us from
paying dividends on our capital stock if we are in deferral of interest payments on those debentures.
As a bank holding company, our ability to pay dividends is affected by the policies and enforcement powers of the Federal
Reserve. Information on regulatory restrictions on our ability to pay dividends is set forth in “Part I, Item I – Business –
Supervision and Regulation – The Company – Dividend Payments”. In addition, because we are a holding company, we are
dependent upon the payment of dividends by the Bank to us as our principal source of funds to pay dividends in the future, if
any, and to make other payments. The Bank is also subject to various legal, regulatory and other restrictions on its ability to
pay dividends and make other distributions and payments to us, as further discussed in “Part I, Item I – Business – Supervision
and Regulation—The Bank—Dividend Payments”.
Stock Performance Graph
The following graph compares the cumulative total shareholder return on the Company's common stock from July 27,
2017 (the date of the Company’s initial public offering and listing on NASDAQ) through December 31, 2021. The graph
compares the Company's common stock with the Russell 2000 Index and the SNL Bank $1B-$5B Index. The graph assumes
an investment of $100.00 in the Company's common stock and each index on July 27, 2017 and reinvestment of all quarterly
dividends. Measurement points are July 27, 2017 and the last trading day of each year-end through December 31, 2021. There
is no assurance that the Company's common stock performance will continue in the future with the same or similar results as
shown in the graph.
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Index
RBB Bancorp
Russell 2000 Index
KBW Nasdaq Regional Banking Index
Source: S&P Global Market Intelligence
© 2022
Period Ending
07/26/17 12/31/17 12/31/18 12/31/19 12/31/20 12/31/21
121.82
164.80
135.78
69.86
143.53
99.37
100.00
100.00
100.00
94.02
119.65
108.85
117.60
107.12
106.56
76.45
95.32
87.92
Unregistered Sales and Issuer Purchases of Equity Securities
On April 22, 2021, the Board of Directors approved a stock repurchase program to buy back up to an aggregate of
500,000 shares of our common stock. As of December 31, 2021, the Company may repurchase up to 335,650 shares under
the repurchase program. The Company has repurchased 75,849 shares of its outstanding common stock during the fourth
quarter of 2021.
Issuer Purchases of Equity Securities
(b)
(a)
Period
October 1, 2021 to October 31, 2021 ............................................
November 1, 2021 to November 30, 2021 ....................................
December 1, 2021 to December 31, 2021 .....................................
Total ..............................................................................................
— $
— $
75,849 $
75,849 $
—
—
24.53
24.53
—
—
75,849
75,849
Total
Number of
Shares
Purchased
Average
Price Paid
per Share
(c)
Total
Number of
Shares
Purchased
as Part of
Publically
Announced
Plan
(d)
Maximum
Number of
Shares that
May Yet
Be
Purchased
Under the
Plan
411,499
411,499
335,650
335,650
92
Item 6. Selected Financial Data.
The following consolidated selected financial data is derived from the Company’s audited consolidated financial
statements as of and for the five years ended December 31, 2021. This information should be read in connection with our
audited consolidated financial statements, related notes and “Management’s Discussion and Analysis of Financial Condition
and Results of Operations” appearing elsewhere in this report.
As of and for the Year Ended December 31,
2019
2018
2020
2021
2017
2,931,350
(32,912 )
5,957
374,512
69,243
3,385,532
150,000
173,007
14,502
466,683
393,365
2,706,766
(29,337 )
49,963
218,041
69,243
2,635,128
150,000
104,391
14,283
428,488
354,049
(Dollars in thousands, except per share data)
Balance sheet data:
Total assets .......................................................................... $ 4,228,194 $ 3,350,072 $ 2,788,535 $ 2,974,002 $ 1,691,059
Total loans, held for investment, net of unaccreted
discount and deferred costs and fees ...................................
Allowance for loan losses ...................................................
Mortgage loans held for sale ...............................................
Securities .............................................................................
Goodwill ..............................................................................
Total deposits ......................................................................
FHLB Advances ..................................................................
Long-term debt ....................................................................
Subordinated debentures .....................................................
Total shareholders' equity ...................................................
Tangible common equity ....................................................
Income statement data:
Total interest income ........................................................... $
Total interest expense ..........................................................
Net interest income .............................................................
Provision (recapture) for loan losses ...................................
Noninterest income .............................................................
Noninterest expense ............................................................
Income before income taxes ...............................................
Income tax expense .............................................................
Net income ..........................................................................
Revenue (13) .......................................................................
Non-interest income / revenue ............................................
Per share data (common stock):
Earnings:
2,196,934
(18,816 )
108,194
134,401
58,563
2,248,938
—
104,049
9,673
407,690
343,027
2,142,015
(17,577 )
434,522
83,723
58,383
2,144,041
319,500
103,708
9,506
374,621
308,637
141,725 $
44,861
96,864
2,390
18,320
57,473
55,321
16,112
39,209
160,045
11.45 %
102,115 $
23,645
78,470
4,469
12,842
40,637
46,206
10,101
36,105
114,957
11.17 %
147,063 $
22,720
124,343
3,959
18,745
58,192
80,937
24,031
56,906
165,808
11.31 %
139,120 $
34,365
104,755
11,823
14,040
59,513
47,459
14,531
32,928
153,160
9.17 %
1,249,074
(13,773 )
125,847
74,966
29,940
1,337,281
25,000
49,528
3,424
265,176
233,798
74,104
13,938
60,166
(1,053 )
13,201
27,623
46,797
21,269
25,528
87,305
15.12 %
Basic (1) .......................................................................... $
Diluted (1) .......................................................................
Dividends declared ..............................................................
Book value (2) .....................................................................
Tangible book value (3) ......................................................
Weighted average shares outstanding:
2.92 $
2.86
0.51
23.99
20.22
1.66 $
1.65
0.33
21.90
18.10
1.96 $
1.92
0.40
20.35
17.12
2.11 $
2.01
0.35
18.73
15.43
1.81
1.68
0.38
16.67
14.70
Basic ................................................................................ 19,423,549 19,763,422 20,017,306 17,151,222 14,078,281
Diluted ............................................................................ 19,834,306 19,921,859 20,393,424 17,967,653 15,238,365
Shares outstanding at period end ........................................ 19,455,544 19,565,921 20,030,866 20,000,022 15,908,893
Performance metrics
Return on average assets .....................................................
Return on average shareholders' equity ..............................
Return on average tangible common equity (3) ..................
Yield on average earning assets ..........................................
Cost of average interest-bearing liabilities ..........................
Net interest spread ...............................................................
Net interest margin (4) ........................................................
Efficiency ratio ....................................................................
Common stock dividend payout ratio (5) ...........................
Loan to deposit ratio(6) .......................................................
Core deposits / total deposits (7) .........................................
Adjusted core deposits / total deposits (8) ..........................
Net non-core funding dependence ratio (9) ........................
Adjusted net non-core funding dependence ratio (10) ........
1.03 %
7.88 %
9.62 %
4.67 %
1.57 %
3.10 %
3.52 %
50.10 %
19.88 %
102.72 %
77.31 %
87.72 %
9.11 %
0.38 %
1.48 %
12.71 %
15.22 %
4.09 %
0.94 %
3.15 %
3.46 %
40.67 %
17.47 %
86.58 %
82.91 %
87.48 %
-6.50 %
-10.38 %
1.38 %
9.95 %
11.93 %
5.31 %
2.24 %
3.07 %
3.63 %
49.90 %
20.41 %
97.69 %
73.44 %
86.47 %
13.17 %
1.84 %
1.78 %
12.16 %
13.66 %
5.36 %
1.69 %
3.67 %
4.12 %
44.50 %
16.59 %
99.41 %
77.92 %
91.19 %
22.32 %
12.19 %
1.66 %
11.67 %
13.64 %
5.13 %
1.28 %
3.85 %
4.16 %
37.65 %
20.99 %
93.40 %
74.09 %
75.16 %
13.72 %
12.18 %
93
(Dollars in thousands, except per share data)
Credit quality Data:
Loans 30-89 days past due ................................... $
Loans 30-89 days past due to total loans .............
Nonperforming loans (11) ........................................... $
Nonperforming loans to total loans (11) ..................
Nonperforming assets (12) .......................................... $
Nonperforming assets to total assets (12) ................
Allowance for loan losses to total loans ...............
Allowance for loan losses to nonperforming
loans (11) ......................................................................
Net charge-offs (recoveries) to average loans ......
Regulatory and other capital ratios—
Company
Tangible common equity to tangible assets (3) .....
Tier 1 leverage ratio .............................................
Tier 1 common capital to risk-weighted assets ....
Tier 1 capital to risk-weighted assets ...................
Total capital to risk-weighted assets ....................
Regulatory capital ratios—Bank only
Tier 1 leverage ratio .............................................
Tier 1 common capital to risk-weighted assets ....
Tier 1 capital to risk-weighted assets ...................
Total capital to risk-weighted assets ....................
2021
As of and for the Year Ended December 31,
2019
2018
2020
2017
21,080 $
0.72 %
20,725 $
0.71 %
21,018 $
0.50 %
1.12 %
9,612 $
0.36 %
19,554 $
0.72 %
19,847 $
0.59 %
1.08 %
5,277 $
0.24 %
13,218 $
0.60 %
13,511 $
0.48 %
0.86 %
4,677 $
0.22 %
3,282 $
0.15 %
4,383 $
0.15 %
0.82 %
3,636
0.29 %
2,575
0.21 %
2,868
0.16 %
1.10 %
158.80 %
-0.01 %
150.03 %
0.05 %
142.35 %
0.05 %
535.55 %
0.05 %
534.87 %
-0.06 %
9.47 %
10.21 %
14.86 %
15.40 %
23.15 %
12.45 %
18.80 %
18.80 %
20.05 %
10.81 %
11.32 %
14.62 %
15.21 %
20.77 %
14.11 %
18.94 %
18.94 %
20.19 %
12.59 %
12.89 %
17.16 %
17.65 %
23.82 %
15.23 %
20.87 %
20.87 %
21.86 %
10.61 %
11.80 %
15.28 %
15.74 %
21.71 %
13.66 %
18.17 %
18.17 %
19.07 %
14.09 %
14.35 %
17.54 %
17.80 %
22.55 %
14.50 %
17.42 %
17.42 %
18.47 %
(1) Earnings per share are calculated utilizing the two-class method. Basic earnings per share are calculated by dividing
earnings to common shareholders by the weighted average number of common shares outstanding. Diluted earnings per
share are calculated by dividing earnings by the weighted average number of shares adjusted for the dilutive effect of
outstanding stock options using the treasury stock method.
(2) For purposes of computing book value per common share, book value equals total common shareholders’ equity.
(3) Tangible book value per share, return on average tangible common equity and tangible common equity to tangible
assets are non-GAAP financial measures. See “Non-GAAP Financial Measures” for a reconciliation of these measures to
their most comparable GAAP measures.
(4) Net interest margin is presented on a fully taxable equivalent (“FTE”) basis. Our management believes that measuring
net interest margin, net of purchase accounting accretion, is useful when assessing our net interest margin as compared to
the net interest margin of banks that do not reflect purchase accounting adjustments because they are not active acquirers
of financial institutions. The effect of accretion income from acquired loans on our net interest margin was an increase of
0.03%, 0.08%, 0.11%, 0.12%, and 0.37%, for the twelve-month periods ended December 31, 2021, 2020, 2019, 2018 and
2017, respectively. We anticipate that the impact of purchase accounting on our net interest margin will decrease as our
previously acquired loans are paid off, charged off, foreclosed upon or sold, offset with new acquired loans.
(5) Common stock dividend payout ratio represents dividends per share divided by basic earnings per share. See “Dividend
Policy.” The common stock dividend payout ratio reflected for the year ended December 31, 2016 represents the
dividends declared and paid by the Company during 2016 based on the Company’s earnings for the 12 months ended
December 31, 2016.
(6) For the purposes of calculating the loan to deposit ratio, short-term loans with maturities of less than 90-days, specifically
“Term Fed Funds” and purchased receivables are not included as loans as defined by the regulatory agencies.
(7) Unadjusted core deposits include non-maturity deposits (non-interest bearing demand deposits, savings deposits, NOW
accounts, money market demand accounts) and certificates of deposit under $250,000.
94
(8) The Bank measures adjusted core deposits by reviewing all relationships over $250,000 on a quarterly basis. We 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. Adjusted core deposits ratio is a ratio management uses to measure
core deposits. See “Non-GAAP Financial Measures”.
(9) Net non-core funding dependency ratio represents the degree to which the Bank is funding longer term assets with non-
core funds. We calculate this ratio as non-core liabilities, less short term investments, divided by long term assets.
(10) Adjusted non-core funding dependency ratio is a ratio management uses to measure dependency on non-core deposits.
To determine non-core liabilities we review each deposit relationship using the criteria for determining whether a
relationship is core as described in footnote 8 above.
(11) 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 purchase credit impaired ("PCI") loans
acquired in prior acquisitions. Nonperforming loans include a SBA guaranteed loan at December 31, 2016 as to which
we received a $3.6 million payment in July 2017 pursuant to a SBA loan guaranty. SBA guaranteed loans at December
31, 2021 were $17.9 million.
(12) Nonperforming assets include nonperforming loans and other repossessed assets. As discussed in footnote 11, above,
nonperforming loans exclude PCI loans. This ratio may therefore not be comparable to a similar ratio of our peers.
(13) Revenue consists of interest income plus non-interest income.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
CRITICAL ACCOUNTING POLICIES
The discussion and analysis of the Company’s audited consolidated financial statements are based upon its audited
consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in
the United States of America. The preparation of these audited consolidated financial statements requires management to make
estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures
of contingent assets and liabilities at the date of our financial statements. Actual results may differ from these estimates under
different assumptions or conditions.
The following is a summary of the more judgmental and complex accounting estimates and principles. In each area, we
have identified the variables we believe are most important in our estimation process. We utilize information available to us to
make the necessary estimates to value the related assets and liabilities. Actual performance that differs from our estimates and
future changes in the key variables and information could change future valuations and impact the results of operations.
Loans held for investment
Loans available for sale
Securities
●
●
●
● ALLL
● Goodwill and other intangible assets
● Deferred income taxes
Servicing rights
●
Income Taxes
●
Stock-Based Compensation
●
Our significant accounting policies are described in greater detail in our 2021 audited financial statements included in
Item 8. Financial Statements and Supplementary Data of this Annual Report on Form 10-K, specifically in “Note 2 – Summary
of Significant Accounting Policies” which are essential to understanding Management’s Discussion and Analysis of Financial
Condition and Results of Operations.
95
OVERVIEW
For the year 2021, we reported net earnings of $56.9 million, compared with $32.9 million for the year 2020. This
represented an increase of $24.0 million, or 72.8%, over the prior year. The increase in net earnings reflected a
$19.6 million increase in net interest income, a $4.7 million increase in non-interest income, $7.9 million decrease in the
provision for loan losses and a $1.3 million decrease in non-interest expenses, which was partially offset by a $9.5 million
increase in income tax expense.
At December 31, 2021, total assets were $4.2 billion, an increase of $878.1 million, or 26.2%, from total assets of
$3.4 billion at December 31, 2020. Interest-earning assets were $4.0 billion as of December 31, 2021, an increase of
$831.3 million, or 26.3%, compared to $3.2 billion at December 31, 2020. The increase in interest-earning assets was primarily
due to net HFI loan growth of $224.6 million and investment securities growth of $156.5 million, partially offset by a decrease
of $44.0 million in mortgage loans available for sale.
At December 31, 2021, available for sale (“AFS”) investment securities totaled $368.3 million inclusive of a pre-tax net
unrealized loss of $2.4 million, compared to $210.9 million inclusive of a pre-tax net unrealized gain of $1.6 million at
December 31, 2020. At December 31, 2021, held to maturity (“HTM”) investment securities totaled $6.3 million, compared to
$7.2 million as of December 31, 2020.
Net loans and leases (held for investment, net of deferred fees, discounts, and the allowance for loan losses) were
$2.9 billion at December 31, 2021, compared to $2.7 billion at December 31, 2020. Net loans and leases increased
$221.0 million, or 8.3%, from December 31, 2020. The increase in net loans was due to organic growth. The increase in net
loans included approximately $244.4 million in CRE loans, $116.4 million in construction loans and $26.7 million in other
loans, partially offset by a $119.8 million decrease in SFR mortgage loans, $21.4 million in C&I loans and $21.7 million in
SBA loans.
Total deposits were $3.4 billion at December 31, 2021, an increase of $750.4 million, or 28.5%, compared to $2.6 billion
at December 31, 2020. The increase is due to an increase of $870.8 million in non-maturity deposits, partially offset by a net
decrease of $120.4 million from time deposits, and the remainder from organic growth.
Noninterest-bearing deposits were $1.3 billion at December 31, 2021, an increase of $674.3 million, or 109.2%, from
$617.2 million at December 31, 2020. At December 31, 2021, noninterest-bearing deposits were 38.1% of total deposits,
compared to 23.4% at December 31, 2020.
Our average cost of total deposits was 0.40% for the year 2021, compared to 1.01% for 2020. The decrease is due to a
73 basis point decrease in the average rate paid on interest bearing deposits. Borrowings, consisting of FHLB long-term
advances, long-term debt and subordinated debt, increased $68.8 million to $337.5 million as of December 31, 2021 compared
to $268.7 million as of December 31, 2020. The Company had no short-term FHLB advances, and $150.0 million in long-term
advances at December 31, 2021 and at December 31, 2020.
The allowance for loan losses was $32.9 million at December 31, 2021, an increase of $3.6 million or 12.2%, from
$29.3 million at December 31, 2020. During 2021, there was a $4.0 million provision for loan losses compared to $11.8 million
for 2020. The ALLL to HFI loans and leases outstanding was 1.12% and 1.08% as of December 31, 2021 and December 31,
2020, respectively.
Shareholders’ equity increased $38.2 million, or 8.9%, to $466.7 million as of December 31, 2021 from $428.5 million
at December 31, 2020. The increase during 2021 was primarily due to $56.9 million of net income, less $9.9 million of
common dividends paid and $10.5 million from the repurchase of common stock.
Our capital ratios under the Basel III capital framework regulatory standards remain well capitalized. As of December
31, 2021, the Company’s Tier 1 leverage capital ratio was 10.21%, common equity Tier 1 ratio was 14.86%, Tier 1 risk-based
capital ratio totaled 15.40%, and total risk-based capital ratio was 23.15%.
96
Financial Performance
ANALYSIS OF THE RESULTS OF OPERATIONS
Years Ended
December 31,
2021 vs. 2020
Variance Increase
(Decrease)
2021
2020
$ or #
%
2020 vs. 2019
Variance Increase
(Decrease)
Year
Ended
December
31, 2019 $ or #
(Dollars in thousands, except per share amounts)
5.7 % $ 141,725 $
(2,605 )
44,861 (10,496 )
7,891
96,864
9,433
2,390
%
(1.8 )%
(23.4 )%
8.1 %
394.7 %
94,474
18,320
57,473
55,321
16,112
39,209 $
(1,542 )
(4,280 )
2,040
(7,862 )
(1,581 )
(6,281 )
(1.6 )%
(23.4 )%
3.5 %
(14.2 )%
(9.8 )%
(16.0 )%
(33.9 )%
18.7 %
(66.5 )%
29.5 %
33.5 %
(2.2 )%
70.5 %
65.4 %
72.8 % $
Interest income ........................................ $ 147,063 $ 139,120 $
7,943
Interest expense ....................................... 22,720 34,365 (11,645 )
Net interest income ................................. 124,343 104,755 19,588
Provision for loan losses .........................
(7,864 )
Net interest income after provision
3,959 11,823
(recapture) for loan losses .................... 120,384 92,932 27,452
4,705
Noninterest income ................................. 18,745 14,040
Noninterest expense ................................ 58,192 59,513
(1,321 )
Income before income taxes .................... 80,937 47,459 33,478
9,500
Income tax expense ................................. 24,031 14,531
Net income ...................................... $ 56,906 $ 32,928 $ 23,978
Share Data ...............................................
Earnings per common share:
Basic ................................................ $
Diluted (1) .......................................
2.92 $
2.86
1.66 $
1.65
1.26
1.21
$
1.96 $
1.92
(0.30 )
(0.27 )
Performance Ratios
Return on average assets, annualized ......
Return on average shareholders’ equity,
annualized ...............................................
Efficiency ratio ........................................
Tangible comon equity to tangible assets
1.48 %
1.03 %
0.45 %
1.38 %
(0.35 )%
12.71 %
40.67 %
7.88 %
50.10 %
4.83 %
(9.43 )%
9.95 %
49.90 %
(2.07 )%
0.20 %
(2) .........................................................
9.47 %
10.81 %
(1.34 )%
12.59 %
(1.78 )%
Return on average tangible common
equity, annualized (2) ..........................
Tangible book value per share (2) ........... $
15.22 %
20.22 $
9.62 %
18.10 $
5.60 %
2.12
11.93 %
17.12 $
(2.31 )%
0.98
$
(1) Earnings per share are calculated utilizing the two-class method. Basic earnings per share are calculated by dividing
earnings to common shareholders by the weighted average number of common shares outstanding. Diluted earnings per
share are calculated by dividing earnings by the weighted average number of shares adjusted for the dilutive effect of
outstanding stock options using the treasury stock method.
(2) Tangible book value per share, return on average tangible common equity, and tangible common equity to tangible
assets are non-GAAP financial measures. See "Non-GAAP Financial Measures" for a reconciliation of these measures to
their most comparable GAAP measures.
Results of Operations—Comparison of Results of Operations for the Years Ended December 31, 2021 to December 31,
2020
Net Interest Income/Average Balance Sheet
In 2021, we generated fully-taxable equivalent net interest income of $124.4 million, an increase of $19.6 million, or
18.7%, from the net interest income produced in 2020. This increase was largely due to a 20.7% increase in the average balance
of interest-earning assets, in part due to organic loan growth, partially offset by an 6 basis point decrease in the net interest
margin. For the years ended December 31, 2021 and 2020 our reported net interest margin was 3.46% and 3.52%, respectively.
Our net interest margin benefits from discount accretion on our purchased loan portfolios.
Interest Income. Total fully-taxable equivalent interest income was $147.1 million in 2021 compared to $139.2 million
in 2020. The $8.0 million, or 5.7%, increase in total interest income was mainly due to increases in the average balance of total
loans of $180.9 million, average balance of securities of $144.1 million, and average balance of Federal funds sold, cash
equivalents and other investments of $292.2 million. This was partially offset by a decrease in the average total loan yield
of 6 basis points.
97
Interest and fees on loans was $141.6 million in 2021 compared to $133.9 million in 2020. The $7.7 million, or 5.7%,
increase in interest income on loans was primarily due to a $180.9 million increase in the average balance of total loans
outstanding, partially offset by 6 basis point decrease in the average yield on total loans. The increase in the average balance
of loans outstanding was primarily due to organic growth in commercial real estate and single-family residential mortgage
loans during 2021. The yield on the loan portfolio benefited from accretion income associated with purchase accounting
discounts established on loans acquired in prior acquisitions. For the years 2021 and 2020, the reported yield on total loans was
5.12% and 5.18%, respectively. The impact of accretion income on our yield on total loans for the years 2021 and 2020 was to
increase our reported yield on total loans by 0.03% and 0.08%, respectively. A substantial portion of our acquired loan portfolio
that is subject to discount accretion consists of commercial real estate loans and single family residential mortgages.
The table below illustrates by loan type the accretion income for the years 2021, 2020 and 2019:
(dollars in thousands)
Beginning balance of discount on purchased loans .......... $
Additions due to acquisitions:
Commercial and industrial .........................................
Construction and land development ..........................
Commercial real estate ...............................................
Single family residential mortgages ..........................
Total additions .................................................................. $
Accretion:
Commercial and industrial .........................................
SBA ............................................................................
Construction and land development ..........................
Commercial real estate ...............................................
Single family residential mortgages ..........................
Total accretion ................................................................... $
Ending balance of discount on purchased loans ............... $
2021
2020
2019
2,872 $
5,068 $
9,228
—
—
—
—
— $
(9 )
11
—
146
998
1,146 $
1,726 $
39
—
397
449
885 $
—
17
5
2,345
714
3,081 $
2,872 $
—
—
—
—
—
15
18
—
2,893
1,234
4,160
5,068
Interest income from our securities portfolio increased $454,000, or 15.1%, to $3.5 million in 2021. The increase in
interest income on securities was primarily due to an increased average balance of $144.1 million, or 78.8%, partially offset by
a 58 basis point decrease in the average yield of securities.
Interest income on our federal funds sold, cash equivalents and other investments decreased $143,000, or 6.3%, to
$2.1 million in 2021. The decrease in interest income on these earning assets was primarily due to a 64 basis point decrease in
average yield of cash equivalents, partially offset by a $292.2 million increase in the average balance. The increase in the
average balance resulted from pending utilization of these funds to higher yielding loans and securities.
Interest Expense. Interest expense on interest-bearing liabilities decreased $11.6 million, or 33.9%, to $22.7 million in
2021 primarily due to a 63 basis point decrease in the average rate on these liabilities plus an increase in average non-interest
bearing deposits of $374.6 million, partially offset by a $216.5 million increase in the average balance of interest bearing
liabilities.
Interest expense on total deposits decreased to $12.0 million in 2021. The $13.2 million, or 52.6%, decrease in interest
expense on total deposits was primarily due to a 73 basis point decrease in the average rate paid on total average interest
bearing deposits, partially offset by a $141.9 million increase in the average balance of interest-bearing deposits. The increase
in the average balance of deposits resulted primarily from organic growth in 2021.
Interest expense on borrowings increased 17.5% from $9.2 million in 2020 to $10.8 million in 2021. This increase
reflected increased average balances in long term debt. In 2021, the average rate on these liabilities was 3.34% compared to
3.70% in 2020.
Average Balance Sheet, Interest and Yield/Rate Analysis
The principal component of our earnings is net interest income, which is the difference between the interest and fees
earned on loans and investments (interest-earning assets) and the interest paid on deposits and borrowed funds (interest-bearing
liabilities). Net interest margin is net interest income as a percentage of average interest-earning assets for the period. The level
of interest rates and the volume and mix of interest-earning assets and interest-bearing liabilities impact net interest income and
net interest margin. The net interest spread is the yield on average interest earning assets minus the cost of average interest-
bearing liabilities. Net interest margin and net interest spread are included on a tax equivalent (“TE”) basis by adjusting interest
income utilizing the federal statutory tax rate of 21% for 2021, 2020 and 2019. Our net interest income, interest spread, and
net interest margin are sensitive to general business and economic conditions. These conditions include short-term and long-
term interest rates, inflation, monetary supply, and the strength of the international, national and state economies, in general,
and more specifically, the local economies in which we conduct business. Our ability to manage net interest income during
changing interest rate environments will have a significant impact on our overall performance. We manage net interest income
through affecting changes in the mix of interest-earning assets as well as the mix of interest-bearing liabilities, changes in the
level of interest-bearing liabilities in proportion to interest-earning assets, and in the growth and maturity of earning assets. See
“Analysis of Financial Condition—Capital Resources and Liquidity Management” and Item 7A Quantitative and Qualitative
Disclosures about Market Risk included herein.
98
(tax-equivalent basis,
dollars in
thousands)
Interest-earning assets:
Federal funds sold, cash
equivalents and other (1) ... $
Securities: (2)
The following tables present average balance sheet information, interest income, interest expense and the corresponding
average yields earned and rates paid for the years 2021, 2020 and 2019. The average balances are principally daily averages
and, for loans, include both performing and nonperforming balances. Interest income on loans includes the effects of discount
accretion and net deferred loan origination costs accounted for as yield adjustments.
2021
Years Ended December 31,
2020
2019
Interest Yield /
Rate
& Fees
Average
Balance
Interest Yield /
Rate
& Fees
Average
Balance
Interest Yield /
Rate
& Fees
Average
Balance
504,809 $
2,115
0.42 % $
212,594 $
2,258
1.06 % $
135,133 $
3,914
2.90 %
Available for sale ......
Held to maturity ........
320,544
6,543
3,217
238
1.00 %
3.64 %
175,307
7,665
2,714
287
1.55 %
3.74 %
85,775
8,978
2,354
334
2.74 %
3.72 %
Mortgage loans held for
sale ....................................
Loans held for investment:
(3) ......................................
20,817
670
3.22 %
41,019
1,779
4.34 %
325,039
15,754
4.85 %
Real estate ................. 2,363,846 122,204
18,695
Commercial ..............
381,646
5.17 % 2,176,695 113,966
18,149
367,718
4.90 %
5.24 % 1,767,923
345,010
4.94 %
97,024
22,381
5.49 %
6.49 %
Total loans held for
investment ......................... 2,745,492 140,899
Total earning assets ........... 3,598,205 $ 147,139
5.13 % 2,544,413 132,115
4.09 % 2,980,998 $ 139,153
5.19 % 2,112,933 119,405
4.67 % 2,667,858 $ 141,761
5.65 %
5.31 %
Noninterest-earning assets
Total assets
235,267
$ 3,833,472
204,617
$ 3,185,615
167,324
$ 2,835,182
597,770
640,747
69,211 $
637,539
137,534
Interest-bearing
liabilities:
NOW deposits ................... $
Money market deposits .....
Savings deposits ................
Time deposits, less than
$250,000 ............................
Time deposits, $250,000
and over .............................
Total interest-bearing
deposits .............................. 2,082,801
150,000
FHLB advances .................
157,719
Long-term debt ..................
Subordinated debentures ...
14,385
Total interest-bearing
liabilities ............................ 2,404,905
Noninterest-bearing
liabilities
Noninterest-bearing
deposits ..............................
Other noninterest-bearing
liabilities ............................
Total noninterest-bearing
liabilities ............................
Shareholders' equity ..........
Total liabilities and
shareholders' equity ........ $ 3,833,472
980,853
447,714
938,710
42,143
184
2,468
134
0.27 % $
0.39 %
0.10 %
55,795 $
449,110
123,568
201
3,190
149
0.36 % $
0.71 %
0.12 %
24,925 $
370,451
97,670
68
4,621
197
0.27 %
1.25 %
0.20 %
4,462
0.70 %
715,181
11,466
1.60 %
712,535
16,044
2.25 %
4,708
0.79 %
597,262
10,199
1.71 %
566,810
13,303
2.35 %
11,956
1,765
8,404
595
0.57 % 1,940,916
129,071
1.18 %
104,210
5.33 %
14,228
4.14 %
25,205
1,483
6,990
687
1.30 % 1,772,391
114,388
1.15 %
103,870
6.71 %
9,586
4.83 %
34,233
2,930
6,991
707
1.93 %
2.56 %
6.73 %
7.38 %
22,720
0.94 % 2,188,425
34,365
1.57 % 2,000,235
44,861
2.24 %
564,111
15,164
579,275
417,915
421,174
19,879
441,053
393,895
$ 3,185,615
$ 2,835,183
Net interest income /
interest rate spreads ........
Net interest margin .........
$ 124,419
3.15 %
$ 104,788
3.10 %
$ 96,900
3.07 %
3.46 %
3.52 %
3.63 %
(1)
(2)
Includes income and average balances for FHLB stock, term federal funds, interest-bearing time deposits and other
miscellaneous interest-bearing assets.
Interest income and average rates for tax-exempt securities are presented on a tax-equivalent basis.
99
(3) Average loan balances include nonaccrual loans and loans held for sale. Interest income on loans includes amortization
of deferred loan fees, net of deferred loan costs.
Interest Rates and Operating Interest Differential
Increases and decreases in interest income and interest expense result from changes in average balances (volume) of
interest-earning assets and interest-bearing liabilities, as well as changes in average interest rates. The following tables show
the effect that these factors had on the interest earned on our interest-earning assets and the interest incurred on our interest-
bearing liabilities. The effect of changes in volume is determined by multiplying the change in volume by the previous period’s
average rate. Similarly, the effect of rate changes is calculated by multiplying the change in average rate by the previous
period’s volume. Changes which are not due solely to volume or rate have been allocated to these categories based on the
respective percent changes in average volume and average rate as they compare to each other.
Year Ended December 31, 2021
Compared with Year Ended December
31, 2020
Year Ended December 31, 2020
Compared with Year Ended December
31, 2019
Change due to:
Change due to:
Volume
Rate
Interest
Variance Volume
Rate
Interest
Variance
(tax-equivalent basis, dollars in
thousands)
Interest-earning assets:
Federal funds sold, cash
equivalents & other (1) ................. $
1,792 $
(1,935 ) $
(143 ) $
1,574 $
(3,230 ) $
(1,656 )
Securities: (2)
Available for sale ...................
Held to maturity .....................
Mortgage loans held for sale .........
Loans held for investment: (3)
Real estate ..............................
Commercial ............................
Total loans held for investment .....
Total .............................................. $
Interest-bearing liabilities
NOW ............................................. $
Money market ...............................
Saving deposits .............................
Time deposits, less
1,702
(41 )
(728 )
(1,199 )
(8 )
(381 )
503
(49 )
(1,109 )
1,696
(49 )
(12,474 )
(1,336 )
2
(1,501 )
360
(47 )
(13,975 )
9,768
692
10,460
13,185 $
(1,530 )
(146 )
(1,676 )
(5,199 ) $
8,238
546
8,784
7,986 $
21,540
1,397
22,937
13,684 $
(4,598 )
(5,629 )
(10,227 )
(16,292 ) $
16,942
(4,232 )
12,710
(2,608 )
41 $
1,038
14
(58 ) $
(1,760 )
(29.00 )
(17 ) $
(722 )
(15 )
105 $
847
43
28 $
(2,278 )
(91 )
133
(1,431 )
(48 )
than $250,000 ............................
(1,094 )
(5,910 )
(7,004 )
60
(4,638 )
(4,578 )
Time deposits, $250,000
and over .....................................
Total interest-bearing deposits ......
FHLB advances .............................
Long-term debt ..............................
Subordinated debentures ...............
Total interest-bearing liabilities ....
Changes in net interest income ..... $
9
8
243
3,063
8
3,322
9,863 $
(5,500 )
(13,257 )
39
(1,649 )
(100 )
(14,967 )
9,768 $
(5,491 )
(13,249 )
282
1,414
(92 )
(11,645 )
19,631 $
684
1,739
336
21
273
2,369
11,315 $
(3,788 )
(10,767 )
(1,783 )
(22 )
(293 )
(12,865 )
(3,427 ) $
(3,104 )
(9,028 )
(1,447 )
(1 )
(20 )
(10,496 )
7,888
(1)
Includes income and average balances for FHLB stock, term federal funds, interest-bearing time deposits and other
miscellaneous interest-bearing assets.
Interest income and average rates for tax-exempt securities are presented on a tax-equivalent basis.
(2)
(3) Average loan balances include nonaccrual loans and loans held for sale. Interest income on loans includes amortization
of deferred loan fees, net of deferred loan costs.
100
Provision for Loan Losses
The provision for loan losses in 2021 was $4.0 million compared to $11.8 million in 2020. The decrease in the 2021
provision expense was primarily attributable to a decrease in COVID-19 pandemic related market effects from 2020, partially
offset by increases in past due loans, substandard loans and impaired loans. Non-performing loans that increased during the
year were individually analyzed, with $30,000 in 2021 and $525,000 in 2020, net addition to the allowance for loan losses.
Noninterest Income
Noninterest income increased $4.7 million, or 33.5%, to $18.7 million in 2021 from $14.0 million in 2020. The following
table sets forth the major components of noninterest income for the years ended December 31, 2021, 2020 and 2019:
Years Ended December 31,
2019
2021
2020
684
4,852 $
5,997
7,235 $
9,991
4,072 $
9,893
(dollars in thousands)
Noninterest income:
Service charges, fees and other ............ $
Gain on sale of loans ............................
Loan servicing income, net of
amortization .........................................
Recoveries on loans acquired in
business combinations ..........................
Unrealized (loss) gain on equity
investments ...........................................
Gain on derivatives
Increase in cash surrender of life
775
insurance ..............................................
7
Gain on sale of securities .....................
(106 )
Loss on sale of OREO ..........................
Gain on sale of fixed assets ..................
6
Total noninterest income ...................... $ 18,745 $ 14,040 $ 18,320 $
1,067
—
—
—
767
210
—
—
(360 )
46
147
—
—
78
3,383
2,052
143
84
82
2021 vs. 2020
Increase (Decrease)
2020 vs. 2019
Increase (Decrease)
$
%
$
%
2,383
3,994
49.1 % $
66.6 %
780
(3,896 )
19.2 %
(39.4 )%
(1,368 )
(66.7 )%
(1,331 )
(39.3 )%
(2 )
(2.4 )%
(59 )
(41.3 )%
(360 )
(32 )
100.0 %
(41.0 )%
(147 )
78
(100.0 )%
100.0 %
300
(210 )
—
—
4,705
39.1 %
(100.0 )%
—
—
33.5 % $
(8 )
(1.0 )%
203 2900.0 %
(100.0 )%
106
(100.0 )%
(6 )
(23.4 )%
(4,280 )
Service charges, fees and others. The increase in noninterest income from service charges, fees and other income was
primarily from service charges on the additional transactional deposit accounts originated organically.
Gain on sale of loans. The gain on sales of loans increased $4.0 million due primarily to the increase in gains of
$2.7 million in SFR mortgage loans sold and increase in gains of $1.3 million in SBA loans sold. Increases in gain on sales of
loans were due to increases of $7.2 million on SBA loans sold and $92.4 million on mortgage loans held for sale. The increase
in the mortgage loan sales is attributable to the favorable change in market conditions in the secondary market.
2021 vs. 2020
Increase (Decrease)
2020 vs. 2019
Increase (Decrease)
%
$
%
Years Ended December 31,
2019
2020
2021
(dollars in thousands)
Loans sold:
SBA ................................................... $ 20,922 $ 13,733 $ 28,803 $ 7,189
Single family residential mortgage ... 276,650 184,220 472,477 92,430
—
Commercial real estate ......................
$ 297,572 $ 197,953 $ 511,702 $ 99,619
— 10,422
—
$
Gain on loans sold:
SBA ................................................... $ 2,091 $
7,900
Single family residential mortgage ...
—
Commercial real estate ......................
754 $ 1,542 $ 1,337
2,657
8,199
—
152
$ 9,991 $ 5,997 $ 9,893 $ 3,994
5,243
—
52.3 % $ (15,070 )
50.2 % (288,257 )
— (10,422 )
50.3 % $ (313,749 )
(52.3 )%
(61.0 )%
(100.0 )%
(61.3 )%
177.3 % $
50.7 %
—
66.6 % $
(788 )
(2,956 )
(152 )
(3,896 )
(51.1 )%
(36.1 )%
(100.0 )%
(39.4 )%
Loan servicing income, net of amortization. Servicing income decreased due to increased loan pre-payments in the SFR
loans serviced causing a decrease in the volume of mortgage loans we are servicing. SBA loan servicing income decreased due
to a decline in SBA pre-payments.
101
(dollars in thousands)
For the period
Loan servicing income, net of
amortization:
Years Ended December 31,
2019
2020
2021
2021 vs. 2020
Increase (Decrease)
2020 vs. 2019
Increase (Decrease)
$
%
$
%
Single family residential loans
serviced .......................................... $
SBA loans serviced .......................
Total ........................................... $
268 $ 1,440 $ 2,981 $ (1,172 )
416
(196 )
684 $ 2,052 $ 3,383 $ (1,368 )
612
402
(81.4 )% $ (1,541 )
(32.0 )%
210
(66.7 )% $ (1,331 )
(51.7 )%
52.2 %
(39.3 )%
Years Ended December 31,
2019
2020
2021
(dollars in thousands)
As of year-end, dollars in
thousands
Single family residential loans
serviced ............................................ $ 1,308,672 $ 1,512,969 $ 1,683,298 $ (204,297 )
SBA loans serviced .......................... 138,173 156,222 170,849 (18,049 )
Total ................................................. $ 1,446,845 $ 1,669,191 $ 1,854,147 $ (222,346 )
$
(13.5 )% $ (170,329 )
(11.6 )% (14,627 )
(13.3 )% $ (184,956 )
(10.1 )%
(8.6 )%
(10.0 )%
2021 vs. 2020
Increase (Decrease)
2020 vs. 2019
Increase (Decrease)
%
$
%
Recoveries on loans acquired in business combinations. Recoveries on loans acquired in business combinations
decreased by $2,000 to $82,000 in 2021 compared to $84,000 in 2020.
Gain on derivatives. Due to the amount of loans that were committed to be delivered to FNMA at year-end, we
recorded derivatives which resulted in a gain of $46,000 in 2021 and $78,000 in 2020. In 2021 and 2020, the income
from interest rate lock commitments ("IRLCs") was ($41,000) and $182,000, respectively, and was recorded as service charges,
fees and other. The income from forward mortgage loan sales commitments ("FMLSCs") was $46,000 and $78,000 in 2021
and 2020, respectively, and is reported in the income statement. There was no IRLC and FMLSC income in 2019.
Cash surrender value income of bank owned life insurance. Cash surrender value income of bank owned life insurance
(“BOLI”) increased $300,000 due to additional BOLI investment of $19.9 million in June 2021.
Gain on sales of securities, net. Gain on sales of securities, net was $210,000 in 2020 from the sale of $11.7 million
securities. There was no gain on sale of securities in 2021.
Noninterest Expense
Noninterest expense decreased $1.3 million, or 2.2%, to $58.2 million in 2021 from $59.5 million in 2020. The following
table sets forth the major components of our noninterest expense for the years ended December 31, 2021, 2020 and 2019:
(dollars in thousands)
Noninterest expense:
Salaries and employee benefits ........ $ 33,568 $ 33,312 $ 32,909 $
Occupancy and equipment
Years Ended December 31,
2019
2020
2021
2021 vs. 2020
Increase (Decrease)
2020 vs. 2019
Increase (Decrease)
$%
$%
256
0.8 % $
403
1.2 %
expenses .......................................
Data processing ................................
Legal and professional .....................
Office expenses ................................
Marketing and business promotion ..
Insurance and regulatory
8,691
4,474
3,773
1,197
1,157
9,691
4,236
2,743
1,226
751
9,750
3,699
1,832
1,257
1,308
(1,000 )
238
1,030
(29 )
406
(10.3 )%
5.6 %
37.6 %
(2.4 )%
54.1 %
(59 )
537
911
(31 )
(557 )
(0.6 )%
14.5 %
49.7 %
(2.5 )%
(42.6 )%
assessments ..................................
1,561
984
900
577
58.6 %
84
9.3 %
Amortization of core deposit
intangible .....................................
(274 )
OREO expenses ...............................
(18 )
Merger expenses ..............................
(609 )
(1,898 )
Other expenses .................................
Total noninterest expense ................. $ 58,192 $ 59,513 $ 57,473 $ (1,321 )
1,121
17
137
2,496
1,395
35
746
4,394
1,501
337
471
3,509
(19.6 )%
(106 )
(51.4 )%
(302 )
(81.6 )%
275
885
(43.2 )%
(2.2 )% $ 2,040
(7.1 )%
(89.6 )%
58.4 %
25.2 %
3.5 %
102
Salaries and employee benefits. Salaries and employee benefits expense increased $256,000 due to normal salary
increases. The number of full-time equivalent employees were 365 at December, 31, 2021, 366 at year-end 2020 and 355 at
year-end 2019. None of our employees are represented by a labor union, or governed by any collective bargaining agreements.
We consider relations with our employees to be satisfactory. On a periodic basis, the human resources department will advise
senior management of the following human capital management metrics: (1) open positions, (2) overtime expense, (3) staff
turnover, and (4) employee headcount.
Occupancy and equipment. Occupancy and equipment expense decreased $1.0 million from 2020 to 2021 mainly due to
the savings from branch closures in 2020 and in early 2021.
Data processing. Data processing expense increased $238,000 in 2021. This increase was primarily due to upgrading our
infrastructure. Effective June 2019, the Company renegotiated its data processing master agreement with its vendor, under
which the Company is allowed to offset future monthly data processing expenses up to approximately $2.2 million through
January 2026. As of December 31, 2021, this offset benefit amounted to $1.2 million to be recognized through January 2026.
Legal and professional. Legal and professional expense increased $1.0 million in 2021 due to increases in internal control
audits, professional expense associated with emerging growth company status and problem loan collections.
Office expenses. Office expenses, comprised of communications, postage, armored car, and office supplies, decreased by
$29,000 in 2021.
Marketing and business promotion. Marketing and business promotion expense increased $406,000, due to increased
marketing efforts following the COVID-19 pandemic.
Insurance and regulatory assessments. Insurance and regulatory assessments expense increased by $577,000 to $1.6
million in 2021 compared to $984,000 in 2020. The FDIC insurance assessment was $949,000 in 2021 and $455,000 in 2020,
an increase of $494,000. The California DFPI regulatory assessment increased by $20,000 from $163,000 for the year 2020 to
$183,000 for year 2021. The corporate insurance expenses (including directors and officers insurance and fidelity bond), was
$435,000 for 2021 compared to $363,000 for 2020.
Amortization of intangibles. Amortization of intangibles totaled $1.1 million in 2021 as compared to $1.4 million for
2020. The decrease was due to continued amortization of the core deposit intangible asset, following the additional core deposit
intangible asset of $491,000 recognized in connection with the 2020 PGBH acquisition.
OREO expenses. OREO expenses were $17,000 in 2021 and $35,000 in 2020. The $18,000 decrease was due to no
further ongoing expenses for past OREOs.
Merger expenses. Merger expenses were $137,000 in 2021 compared to $746,000 in 2020. The 2021 expense includes
expenses relating to the acquisition of the Hawaii branch. While the 2020 expenses relate to the PGBH acquisition.
Other noninterest expenses. Other expenses decreased by $1.9 million from 2020, primarily due to the provision (benefit)
for credit losses associated with unfunded commitments as of the balance sheet date of ($180,000) in 2021 compared to
$558,000 in 2020. The off-balance sheet liabilities are letters of credit and other commitments to lend. The provision for off-
balance sheet liabilities is a function of the volume of undisbursed loans and other loan commitments multiplied by a risk
factor. Other expense increases included a $416,000 decrease in mortgage servicing rights impairment due to reversal of write-
downs reflecting the decline in market rates of interest.
Income Tax Expense
Income tax expense was $24.0 million in 2021 compared to $14.5 million in 2020, an increase of $9.5 million, or 65.4%.
The effective tax rate for 2021 was 29.7% and 30.6% for 2020. Income tax expense for 2021 included a $873,000 benefit for
stock options exercised and a $26,000 benefit for 2020.
Net Income
Net income increased $24.0 million to $56.9 million in 2021, compared to $32.9 million in 2020. The increase is
primarily due to a increase in net interest income of $19.6 million, an increase in non-interest income of $4.7 million, a
$1.3 million decrease in non-interest expense and a $7.9 million decrease in the credit loss provision, partially offset by a
$9.5 million increase in tax expense.
103
Results of Operations—Comparison of Results of Operations for the Years Ended December 31, 2020 to December 31,
2019
Net Interest Income/Average Balance Sheet
In 2020, we generated fully-taxable equivalent net interest income of $104.8 million, an increase of $7.9 million, or
8.1%, from the net interest income produced in 2019. This increase was largely due to a 11.7% increase in the average balance
of interest-earning assets, in part due to the PGBH acquisition and organic loan growth, partially offset by an 11 basis point
decrease in the net interest margin. For the years ended December 31, 2020 and 2019 our reported net interest margin was
3.52% and 3.63%, respectively. Our net interest margin benefits from discount accretion on our purchased loan portfolios.
Interest Income. Total interest income was $139.1 million in 2020 compared to $141.7 million in 2019. The $2.6 million,
or 1.8%, decrease in total interest income was mainly due to a decrease in the average loan yield of 37 basis points. This was
partially offset by increases in the average balance of total loans of $147.5 million, average balance of securities of $88.2
million, and average balance of Federal funds sold, cash equivalents and other investments of $77.5 million.
Interest and fees on loans was $133.9 million in 2020 compared to $135.2 million in 2019. The $1.3 million, or 0.94%,
decrease in interest income on loans was primarily due to a 46 basis point decrease in the average yield on loans held for
investment and 51 basis point decrease in the average yield on loans held for sale, partially offset by a $147.5 million increase
in the average balance of held for investment and held for sale loans outstanding. The increase in the average balance of loans
outstanding was primarily due to the PGBH acquisition in January 2020 plus organic growth in commercial real estate and
single-family residential mortgage loans during 2020. The yield on the loan portfolio benefited from accretion income
associated with purchase accounting discounts established on loans acquired in prior acquisitions. For the years 2020 and 2019,
the reported yield on total loans was 5.19% and 5.65%, respectively. The impact of accretion income on our yield on total loans
for the years 2020 and 2019 was to increase our reported yield on total loans by 0.08% and 0.11%, respectively. A substantial
portion of our acquired loan portfolio that is subject to discount accretion consists of commercial real estate loans and single
family residential mortgages.
Interest income from our securities portfolio increased $315,000, or 11.7%, to $3.0 million in 2020. The increase in
interest income on securities was primarily due to an increased average balance of $88.2 million, or 93.1%, partially offset by
a 120 basis point decrease in the average yield of securities.
Interest income on our federal funds sold, cash equivalents and other investments decreased $1.7 million, or 42.3%, to
$2.3 million in 2020. The decrease in interest income on these earning assets was primarily due to by a 184 basis point decrease
in average yield of cash equivalents, partially offset by a $77.5 million increase in the average balance. The increase in the
average balance resulted from pending utilization of these funds to higher yielding loans and securities.
Interest Expense. Interest expense on interest-bearing liabilities decreased $10.5 million, or 23.4%, to $34.4 million in
2020 primarily due to a 67 basis point decrease in the average rate on these liabilities plus an increase in non-interest bearing
deposits of $142.9 million, partially offset by a $188.2 million increase in the average balance of interest bearing liabilities.
Interest expense on total deposits decreased to $25.2 million in 2020. The $9.0 million, or 26.4%, decrease in interest
expense on total deposits was primarily due to a 63 basis point decrease in the average rate paid on total interest
bearing deposits, partially offset by a $168.5 million increase in the average balance of interest-bearing deposits. The increase
in the average balance of deposits resulted primarily from the PGBH acquisition in early 2020 and organic growth in 2020.
Interest expense on borrowings decreased from $10.6 million in 2019 to $9.2 million or 13.8% in 2020. This decrease
reflected decreased interest expense on subordinated notes, subordinated debentures, and other borrowed funds consisting of
FHLB short-term and long-term advances. In 2020, the average rate on these liabilities was 3.70% compared to 4.66% in 2019.
A five year FHLB advance was obtained in March 2020 to provide for additional liquidity.
Provision for Loan Losses
The provision for loan losses in 2020 was $11.8 million compared to $2.4 million in 2019. The increase in the 2020
provision expense was primarily attributable to COVID-19 pandemic related market effects of $2.3 million, increases in the
size of our overall loan portfolio, and increases in past due loans, substandard loans and impaired loans. Non-performing loans
that increased during the year were individually analyzed, with $525,000 in 2020 and none in 2019, net addition to the
allowance for loan losses.
104
Noninterest Income
Noninterest income decreased $4.3 million, or 23.4%, to $14.0 million in 2020 from $18.3 million in 2019.
Service charges, fees and others. The increase in noninterest income from service charges, fees and other income was
primarily from service charges on the additional transactional deposit accounts originated organically and acquired in the PGBH
acquisition in 2020. In 2020, the income from interest rate lock commitments ("IRLCs") was $182,000 and was recorded as
service charges, fees and other. The income from forward mortgage loan sales commitments ("FMLSCs") was $78,000 and is
reported in the income statement as a gain on derivatives. There was no IRLC and FMLSC income in 2019.
Gain on sale of loans. The gain on sales of loans decreased $3.9 million due primarily to the decrease of $2.9 million
in SFR mortgage loans sold and a $788,000 decrease in premiums received on SBA loans sold. Decreases in gain on sales of
loans were due to decreases of $15.1 million on SBA loans sold and $288.3 million on mortgage loans held for sale. The
decrease in the mortgage loan sales is attributable to the change in market conditions in the secondary market
primarily caused by COVID-19.
Loan servicing income, net of amortization. Servicing income decreased due to increased loan pre-payments in the SFR
loans serviced causing a decrease in the volume of mortgage loans we are servicing. SBA loan servicing income increased due
to a decline in SBA pre-payments.
Recoveries on loans acquired in business combinations. Recoveries on loans acquired in business combinations
decreased by $59,000 to $84,000 in 2020 compared to $143,000 in 2019.
Gain on derivatives. Due to the amount of loans that were committed to be delivered to FNMA at year-end, we recorded a
derivative which resulted in a gain of $78,000 in 2020.
Cash surrender value income of bank owned life insurance. Cash surrender value income of BOLI decreased $8,000 due
to slightly lower rates.
Gain on sales of securities, net. Gain on sales of securities, net was $210,000 in 2020 from the sale of $11.7 million
securities.
Loss on Sale of OREO. In 2020, there were no sales of OREO. A $106,000 loss on sale of OREO was recognized in 2019
from the sale of two OREO properties.
Noninterest Expense
Noninterest expense increased $2.0 million, or 3.5%, to $59.5 million in 2020 from $57.5 million in 2019.
Salaries and employee benefits. Salaries and employee benefits expense increased $403,000 due to severance pay to
terminated employees in connection with the PGBH merger. The number of full-time equivalent employees were 366 in 2020,
355 in 2019 and 365 in 2018. None of our employees are represented by a labor union, or governed by any collective
bargaining agreements. We consider relations with our employees to be satisfactory. On a periodic basis, the human resources
department will advise senior management of the following human capital management metrics: (1) open positions, (2)
overtime expense, (3) staff turnover, and (4) employee headcount.
Occupancy and equipment. Occupancy and equipment expense decreased $59,000 from 2019 to 2020 mainly due to
closing three branches in 2020, partially offset by the addition of three branches in Chicago (one leased and two owned) and
opening one branch in Edison, New Jersey.
Data processing. Data processing expense increased $537,000 in 2020. This increase was primarily due to upgrading our
infrastructure and also reflected the impact of increased processing costs incurred subsequent to the PGBH acquisition.
Effective June 2019, the Company renegotiated its data processing master agreement with its vendor, under which the Company
is allowed to offset future monthly data processing expenses up to approximately $2.2 million through January 2026. As of
December 31, 2020, this offset benefit amounted to $1.6 million to be recognized through January 2026. Conversion expense
associated with the PGBH and FAIC acquisitions is in the “other expenses” line item.
105
Legal and professional. Legal and professional expense increased $911,000 in 2020 due to increases in problem loan
collection expenses, and commission expense recognized in connection with the purchase of a new branch location.
Office expenses. Office expenses comprised of communications, postage, armored car, and office supplies, decreased by
$31,000 in 2020. The decrease was primarily due to cost saving implemented in 2020 (following the acquisition of PGBH in
January).
Marketing and business promotion. Marketing and business promotion expense decreased $557,000. In 2020, marketing
and promotion activity decreased due to COVID-19 pandemic.
Insurance and regulatory assessments. Insurance and regulatory assessments expense increased by $84,000 to $984,000
in 2020 compared to $900,000 in 2019, following the PGBH acquisition in 2020. The FDIC insurance assessment was $455,000
in 2020 and $386,000 in 2019, an increase of $69,000. The DFPI regulatory assessment increased by $14,000 from $149,000
for the year 2019 to $163,000 for year 2020. The corporate insurance expenses (including directors and officers insurance and
fidelity bond), were $363,000 for 2020 compared to $360,000 for 2019.
Amortization of intangibles. Amortization of intangibles totaled $1.4 million in 2020 as compared to $1.5 million for
2019. The decrease was due to continued amortization of the core deposit intangible asset, following the additional core deposit
intangible asset of $491,000 recognized in connection with the PGBH acquisition.
OREO expenses. OREO expenses were $35,000 in 2020 and $337,000 in 2019. The $302,000 decrease was due to
payments made for delinquent property taxes and construction costs during the year ended 2019.
Merger expenses. Merger expenses were $746,000 in 2020 compared to $471,000 in 2019. The 2020 and 2019 expenses
are for the PGBH acquisition which closed in January 2020.
Other noninterest expenses. Other expenses increased by $885,000 from 2019, primarily due to the provision for credit
losses associated with unfunded commitments as of the balance sheet date of $558,000 in 2020 compared to $137,000 in 2019.
The off-balance sheet liabilities are letters of credit and other commitments to lend. The provision for off-balance sheet
liabilities is a function of the volume of undisbursed loans and other loan commitments multiplied by a risk factor. Other
expense increases included a $416,000 increase in mortgage servicing rights impairment due to write-downs reflecting the
decline in market rates of interest.
Income Tax Expense
Income tax expense was $14.5 million in 2020 compared to $16.1 million in 2019, a decrease of $1.6 million or 9.8%.
The effective tax rate for 2020 was 30.6% and 29.2% for 2019. Income tax expense for 2020 included a $26,000 benefit for
stock options exercised and a $78,000 benefit for 2019.
Net Income
Net income decreased $6.3 million to $32.9 million in 2020, compared to $39.2 million in 2019. The decrease
was primarily due to a decrease in net interest income of $1.5 million, a decrease in non-interest income of $4.3 million, a $2.0
million increase in non-interest expense and a $9.4 million increase in the loan loss provision, partially offset by a $10.5 million
decrease in interest expense.
ANALYSIS OF FINANCIAL CONDITION
Assets
Total assets were $4.2 billion as of December 31, 2021 and $3.4 billion as of December 31, 2020. We increased our net
loans held for investment by $221.0 million. This increase was from organic loan growth. Organic loan growth increased
mainly in commercial real estate loans and construction loans. Our mortgage loans held for sale decreased by $44.0 million in
2021. The increase in assets was funded by an increase in deposits of $750.4 million, and a $38.2 million increase in equity
(primarily resulting from $56.9 million in net income, less $10.5 million in repurchase of common stock and $9.9 million in
dividends paid).
106
Investment Securities. We manage our securities portfolio and cash to maintain adequate liquidity and to ensure the
safety and preservation of invested principal, with a secondary focus on yield and returns. Specific goals of our investment
portfolio are as follows:
●
●
●
provide a ready source of balance sheet liquidity, ensuring adequate availability of funds to meet fluctuations in
loan demand, deposit balances and other changes in balance sheet volumes and composition;
serve as a means for diversification of our assets with respect to credit quality, maturity and other attributes; and
serve as a tool for modifying our interest rate risk profile pursuant to our established policies.
Our investment portfolio is comprised primarily of U.S. government agency securities, corporate note securities,
mortgage-backed securities backed by government-sponsored entities and taxable and tax exempt municipal securities.
Our investment policy is reviewed annually by our board of directors. Overall investment goals are established by our
board, CEO, CFO and members of our Asset Liability Committee (“ALCO”) of our board of directors. Our board of directors
has delegated the responsibility of monitoring our investment activities to our ALCO. Day-to-day activities pertaining to the
securities portfolio are conducted under the supervision of our CEO and CFO. We actively monitor our investments on an
ongoing basis to identify any material changes in the securities. We also review our securities for potential other-than-temporary
impairment at least quarterly.
The following table sets forth the book value and percentage of each category of securities at December 31, 2021, 2020
and 2019. The book value for securities classified as available for sale is equal to fair market value and the book value for
securities classified as held to maturity is equal to amortized cost.
December 31, 2021
% of
Total
Amount
December 31, 2020
% of
Total
Amount
December 31, 2019
% of
Total
Amount
(dollars in thousands)
Securities, available for sale, at
fair value
Government agency securities ...... $
SBA agency securities ..................
Mortgage-backed securities -
Government sponsored
agencies .....................................
Collateralized mortgage
obligations .................................
Commercial paper .........................
Corporate debt securities (1) .........
Municipal securities ......................
Total securities, available for sale,
5,610
3,469
1.5 % $
0.9 %
1,294
4,394
0.6 % $
2.0 %
1,572
4,691
1.2 %
3.5 %
55,025
14.7 %
17,677
8.1 %
19,171
14.3 %
119,511
129,926
42,205
12,514
31.9 %
34.7 %
11.3 %
3.3 %
48,874
102,448
34,563
1,617
22.4 %
47.0 %
15.9 %
0.7 %
11,654
69,899
19,082
—
8.7 %
51.9 %
14.2 %
0.0 %
at fair value ................................ $ 368,260
98.3 % $ 210,867
96.7 % $ 126,069
93.8 %
Securities, held to maturity, at
amortized cost
Taxable municipal securities ......... $
Tax-exempt municipal securities ..
Total securities, held to maturity,
1,506
4,746
0.4 % $
1.3 %
2,407
4,767
1.1 % $
2.2 %
3,505
4,827
2.6 %
3.6 %
at amortized cost ........................
6,252
Total securities .............................. $ 374,512
1.7 %
7,174
100.0 % $ 218,041
3.3 %
8,332
100.0 % $ 134,401
6.2 %
100.0 %
(1) Comprised of corporate debt securities and financial institution subordinated debentures
107
The tables below set forth investment securities AFS and HTM for the periods presented.
Amortized Unrealized Unrealized
Cost
Gains
Losses
Fair
Value
(dollars in thousands)
December 31, 2021
Available for sale
Government agency securities ...................................................... $
SBA agency securities ..................................................................
5,689 $
3,351
Mortgage-backed securities- Government sponsored
agencies ..............................................................................
Collateralized mortgage obligations .............................................
Commercial paper .........................................................................
Corporate debt securities ...............................................................
Municipal securities ......................................................................
$
55,534
121,377
129,962
41,999
12,701
370,613 $
Held to maturity
Municipal taxable securities .......................................................... $
Municipal securities ......................................................................
$
December 31, 2020
Available for sale
Government agency securities ...................................................... $
SBA securities ...............................................................................
Mortgage-backed securities- Government sponsored
1,506 $
4,746
6,252 $
4 $
118
31
128
—
460
—
741 $
77 $
248
325 $
(83 ) $
—
5,610
3,469
(540 )
(1,994 )
(36 )
(254 )
(187 )
(3,094 ) $
55,025
119,511
129,926
42,205
12,514
368,260
— $
—
— $
1,583
4,994
6,577
1,257 $
4,125
37 $
269
— $
—
1,294
4,394
agencies ..............................................................................
Collateralized mortgage obligations .............................................
Commercial paper .........................................................................
Corporate debt securities ...............................................................
Municipal securities ......................................................................
$
17,415
48,476
102,462
33,907
1,621
209,263 $
Held to maturity
Municipal taxable securities .......................................................... $
Municipal securities ......................................................................
$
2,407 $
4,767
7,174 $
270
491
—
662
2
1,731 $
139 $
290
429 $
(8 )
(93 )
(14 )
(6 )
(6 )
(127 ) $
17,677
48,874
102,448
34,563
1,617
210,867
— $
—
— $
2,546
5,057
7,603
The weighted-average yield on the total investment portfolio at December 31, 2021 was 1.03% with a weighted-average
life of 3.8 years. This compares to a weighted-average yield of 1.14% at December 31, 2020 with a weighted-average life of
3.3 years. The weighted average life is the average number of years that each dollar of unpaid principal due remains outstanding.
Average life is computed as the weighted-average time to the receipt of all future cash flows, using as the weights the dollar
amounts of the principal pay-downs.
Approximately 17.1% of the securities in the total investment portfolio at December 31, 2021, are issued by the U.S.
government or U.S. government-sponsored agencies and enterprises, which have the implied guarantee of payment of principal
and interest. As of December 31, 2021, no U.S. government agency bonds are callable.
The table below shows the Company’s investment securities’ amortized cost and fair value by maturity in the following
maturity groupings as of December 31, 2021. The amortized cost and fair value of the investment securities portfolio are shown
by expected maturity. Expected maturities may differ from contractual maturities if borrowers have the right to call or prepay
obligations with or without call or prepayment penalties.
108
More than Five Years
to Ten Years
Less than One Year
Amortized Estimated Amortized Estimated Amortized Estimated Amortized Estimated Amortized Estimated
Fair Value
Cost
More than One Year
to Five Years
More than Ten Years
Fair Value Cost
Fair Value Cost
Fair Value Cost
Fair Value Cost
Total
— $
—
— $
—
5,689 $
1,551
5,610 $
1,582
— $
1,800
— $
1,887
— $
—
— $
—
5,689 $
3,351
5,610
3,469
(dollars in thousands)
December 31, 2021
Government agency
securities ......................... $
SBA securities ................
Mortgage-backed
securities-
Government
sponsored agencies .....
5,001
4,998
35,254
35,000
15,279
15,027
Collateralized mortgage
obligations ..................
117
Commercial paper ........... 129,962 129,926
Corporate debt
117
78,021
—
76,496
—
43,239
—
42,898
—
—
—
—
—
55,534
55,025
— 121,377 119,511
— 129,962 129,926
securities ....................
Municipal securities ........
Total available for
7,999
—
8,007
—
8,389
—
8,633
—
22,927
—
22,931
—
2,684
12,701
2,634
12,514
41,999
12,701
42,205
12,514
sale ..................... $ 143,079 $ 143,048 $ 128,904 $ 127,321 $
83,245 $
82,743 $
15,385 $
15,148 $ 370,613 $ 368,260
Municipal taxable
securities ..................... $
Municipal securities ........
500 $
—
502 $
—
1,006 $
—
1,081 $
—
— $
1,743
— $
1,818
— $
3,003
— $
3,176
1,506 $
4,746
1,583
4,994
Total held to
maturity .............. $
500 $
502 $
1,006 $
1,081 $
1,743 $
1,818 $
3,003 $
3,176 $
6,252 $
6,577
The tables below show the Company’s investment securities’ gross unrealized losses and fair value by investment
category and length of time that individual securities have been in a continuous unrealized loss position, at December 31, 2021
and December 31, 2020. The unrealized losses on these securities were primarily attributed to changes in interest rates. The
issuers of these securities have not, to our knowledge, evidenced any cause for default on these securities. These securities have
fluctuated in value since their purchase dates as market interest rates have fluctuated. However, we have the ability and the
intention to hold these securities until their fair values recover to cost or maturity. As such, management does not deem these
securities to be other-than-temporarily-impaired A summary of our analysis of these securities and the unrealized losses is
described more fully in Note 4 — Investment Securities in the notes to the 2021 consolidated financial statements included in
the Form 10-K. Economic trends may adversely affect the value of the portfolio of investment securities that we hold.
Less than Twelve Months
Twelve Months or More
Total
(dollars in thousands)
December 31, 2021
Unrealized Estimated No. of
Losses
Fair Value Issuances Losses
(83 ) $
4,860
1 $
— $
—
— $
Fair Value Issuances Losses
Fair Value Issuances
1
4,860
(83 ) $
Unrealized Estimated No. of
Unrealized Estimated No. of
Government sponsored agencies .. $
Mortgage-backed securities-
Government sponsored
agencies .....................................
Collateralized mortgage
obligations .................................
Commercial paper .........................
Corporate debt securities ..............
Municipal securities ......................
Total available for sale .................. $
December 31, 2020
Mortgage-backed securities-
Government sponsored
agencies ..................................... $
Collateralized mortgage
obligations .................................
Commercial paper .........................
Corporate debt securities ..............
Municipal securities ......................
Total available for sale .................. $
(536 )
44,009
12
(4 )
9,974
2 $
(540 )
53,983
(1,916 )
(36 )
(254 )
(160 )
79,851
129,926
13,208
11,447
(2,985 ) $ 283,301
23
19
12
9
76 $
(78 )
—
—
(27 )
(109 ) $
17,782
—
—
1,067
28,823
4
—
—
2
8 $
(1,994 )
97,633
(36 ) 129,926
13,208
12,514
(3,094 ) $ 312,124
(254 )
(187 )
(8 ) $
12,982
3 $
— $
—
— $
(8 ) $
12,982
(93 )
(14 )
(6 )
(6 )
(127 ) $
28,521
16,982
994
1,092
60,571
6
4
2
2
17 $
—
—
—
—
— $
—
—
—
—
—
—
—
—
—
— $
(93 )
(14 )
(6 )
(6 )
(127 ) $
28,521
16,982
994
1,092
60,571
14
27
19
12
11
84
3
6
4
2
2
17
The Company did not record any charges for other-than-temporary impairment losses for the twelve months ended
December 31, 2021 and 2020.
109
Loans
The loan portfolio is the largest category of our earning assets. At December 31, 2021, total loans held for investment,
net of ALLL, totaled $2.9 billion.
The following table presents the balance and associated percentage of each major category in our loan portfolio at
December 31 for the past five years:
(dollars in
thousands)
Loans:(1)
Commercial and
industrial ....... $
SBA ..................
Construction
and land
development ..
Commercial real
2021
2020
As of December 31,
2019
2018
2017
$
Mix %
$
Mix%
$
Mix %
$
Mix %
$
Mix %
268,709
76,136
9.2 % $
2.6 %
290,139 10.7 % $
3.6 %
97,821
274,586 12.5 % $
3.4 %
74,985
304,084 14.2 % $
3.9 %
84,500
280,766 22.5 %
131,421 10.5 %
303,144 10.3 %
186,723
6.9 %
96,020
4.4 %
113,235
5.3 %
91,908
7.4 %
estate (2) ........
1,247,999 42.6 %
1,003,637 37.1 %
793,268 36.1 %
758,721 35.4 %
496,039 39.7 %
Single-family
residential
mortgages ......
Other loans .......
Total loans .......
Allowance for
loan losses .....
Total loans,
1,004,576 34.3 %
1.0 %
2,931,350 100.0 %
30,786
1,124,357 41.5 %
0.2 %
2,706,766 100 %
4,089
957,254 43.6 %
0.0 %
2,196,934 100.0 %
821
881,249 41.1 %
0.1 %
2,142,015 100.0 %
226
248,940 19.9 %
0.0 %
—
1,249,074 100.0 %
(32,912 )
(29,337 )
(18,816 )
(17,577 )
(13,773 )
net .................. $ 2,898,438
$ 2,677,429
$ 2,178,118
$ 2,124,438
$ 1,235,301
(1)
Includes non-farm and non-residential real estate loans, multifamily residential and 1-4 family SFR loans originated for
a business purpose
(2) Net of discounts and deferred fees and costs
Net loans held for investment increased $221.0 million, or 8.3%, to $2.9 billion at December 31, 2021 as compared to
$2.7 billion at December 31, 2020. The increase in net loans resulted from organic growth.
Commercial and industrial loans. We provide a mix of variable and fixed rate C&I loans. The loans are typically made
to small- and medium-sized manufacturing, wholesale, retail and service businesses for working capital needs, business
expansions and for international trade financing. C&I loans include lines of credit with a maturity of one year or less, C&I term
loans with maturities of five years or less, shared national credits with maturities of five years or less, mortgage warehouse
lines with a maturity of one year or less, bank subordinated debentures with a maturity of 10 years, purchased receivables with
a maturity of two months or less and international trade discounts with a maturity of three months or less. Substantially all of
our C&I loans are collateralized by business assets or by real estate.
We originate commercial and industrial lines of credit, term loans, mortgage warehouse lines and international trade
discounts which totaled $268.7 million as of December 31, 2021 and $290.1 million at December 31, 2020. The interest rate
on these loans are generally Wall Street Journal Prime rate based.
The loan to value and the rate on the underlying loans are based on the policy guidance of the Company.
Our trade finance unit supplies financial needs to many of our core customers including trade financing needs for many
of our commercial and industrial loan customers. The unit provides international letters of credit, SWIFT, export advice, trade
finance discounts and foreign exchange. Our trade finance area has a correspondent relationship with many of the largest banks
in China, Taiwan, Vietnam, Hong Kong and Singapore. All of our international letters of credit, SWIFT, export advice and
trade finance discounts are denominated in U.S. currency, and all foreign exchange is issued through a major bank that is also
denominated in U.S. currency. As a result, we and our clients are not subject to foreign currency fluctuations, and, therefore,
we do not have a need to engage in transactions designed to hedge against foreign currency fluctuations and risk.
110
Commercial and industrial loans decreased $21.4 million, or 7.4%, to $268.7 million as of December 31, 2021 compared
to $290.1 million at December 31, 2020. This decrease resulted primarily from a $31.1 million decrease in mortgage warehouse
lines, partially offset by a $15.4 million increase in commercial lines of credit.
Commercial real estate loans. CRE loans include owner-occupied and non-occupied commercial real estate, multi-
family residential and SFR loans originated for a business purpose. Except for the multi-family residential loan portfolio, the
interest rate for the majority of these loans are Prime based and have a maturity of five years or less except for the SFR loans
originated for a business purpose which may have a maturity of one year. The interest rate for multi-family residential loans
are based on the 5-year treasury, are 10 year maturity with a five year fixed rate period followed by a five year floating rate
period, and have a declining prepayment penalty for the first five years. At December 31, 2021, approximately 14.7% of the
CRE portfolio consisted of fixed-rate loans. Our policy maximum loan-to-value ("LTV") is 75% for CRE loans. The total CRE
portfolio totaled $1.2 billion at December 31, 2021 and $1.0 billion as of December 31, 2020, of which $222.8 million and
$198.8 million, respectively, are secured by owner occupied properties. The multi-family residential loan portfolio totaled
$545.9 million as of December 31, 2021 and $346.6 million as of December 31, 2020. The SFR loan portfolio originated for a
business purpose totaled $65.6 million as of December 31, 2021 and $24.0 million as of December 31, 2020.
Construction & land development loans. Our construction and land development loans are comprised of residential
construction, commercial construction and land acquisition and development construction. Interest reserves are generally
established on real estate construction loans. These loans are typically Prime based and have maturities of less than 18 months.
Our LTV policy limits are 75% for construction and land development loans. C&D loans increased $116.4 million or 62.3%,
to $303.1 million at December 31, 2021 as compared to $186.7 million at December 31, 2020. This increase was primarily due
to increases in residential construction loans. As of December 31, 2021 and 2020, our real estate construction loan portfolio
was divided among the foregoing categories as shown in the table below.
(dollars in thousands)
Residential construction .... $
Commercial construction ..
Land development .............
Total construction and
As of December 31, 2021
As of December 31, 2020
Mix %
Mix %
$
211,850
71,918
19,376
69.9 % $
23.7 %
6.4 %
$
124,255
45,540
16,928
66.5 % $
24.4 %
9.1 %
Increase (Decrease)
%
$
87,595
26,378
2,448
70.5 %
57.9 %
14.5 %
land development loans .. $
303,144
100.0 % $
186,723
100.0 % $
116,421
62.3 %
SBA guaranteed loans. We are designated a Preferred Lender under the SBA Preferred Lender Program. We offer mostly
SBA 7(a) variable-rate loans. We generally sell the 75% guaranteed portion of the SBA loans that we originate. Our SBA loans
are typically made to small-sized manufacturing, wholesale, retail, hotel/motel and service businesses for working capital needs
or business expansions. SBA loans can have any maturity up to 25 years. Typically, non-real estate secured loans mature in
less than 10 years. Collateral may also include inventory, accounts receivable and equipment, and includes personal guarantees.
Our unguaranteed SBA loans collateralized by real estate are monitored by collateral type and are included in our CRE
Concentration Guidance.
We originate SBA loans through our branch staff, loan officers and through SBA brokers. In 2021, we originated
$60.3 million in SBA loans, of which $22.5 million were PPP loans and $26.2 million were SBA 7A originations and $11.6
million were SBA 504 originations. Of SBA loan originations, $43.9 million or 72.8% were produced by branch staff and loan
officers. The remaining $16.4 million or 27.2% was referred to us through SBA brokers.
As of December 31, 2021 our SBA portfolio totaled $76.1 million of which $17.9 million is guaranteed by the SBA and
$58.2 million is unguaranteed, of which $56.6 million is secured by real estate and $1.6 million is unsecured or secured by
business assets. We monitor the unguaranteed portfolio by type of real estate collateral. As of December 31, 2021, $25.4 million
or 43.6% is secured by hotel/motels; $5.0 million or 8.6% by gas stations; and $27.9 million or 47.9% in other real estate types.
We further analyze the unguaranteed portfolio by location. As of December 31, 2021, $27.8 million or 47.8% is located in
California; $6.0 million or 10.3% is located in Washington state; $5.1 million or 8.7% is located in Nevada; $5.0 million or
8.5% is located in Texas; $3.4 million or 5.8% is located in New York; and $11.0 million or 19.0% is located in other states.
SBA loans decreased $21.7 million, or 22.2%, to $76.1 million at December 31, 2021 compared to $97.8 million at
December 31, 2020. This decrease was primarily due to SBA loan sales of $20.9 million, and $50.9 million in mainly PPP loan
payments in 2021 less $22.5 million in PPP loan origination, and SBA 7A loans originations of $26.2 million.
SFR real estate loans. We originate qualified SFR mortgage loans and non-qualified, alternative documentation SFR
mortgage loans through correspondent relationships or through our branch network or retail channel. The loan product is a five-
or seven-year hybrid adjustable mortgage which re-prices between five or seven years to the one-year CMT plus 3.00%. The
qualified SFR mortgage loans, 15-year and 30-year conforming mortgages, are originated by our branch network and are sold
directly to FNMA within seven days of funding.
111
We originate these non-qualified SFR mortgage loans both to sell and hold for investment. The loans held for investment
are generally originated through our retail branch network to our customers, many of whom establish a deposit relationships
with us. During 2021, we originated $410.0 million of such loans through our retail channel, and $62.1 million through our
wholesale and correspondent channel. We sell many of these non-qualified SFR mortgage loans to other Asian-American
banks and private investors.
The loans sold to other banks are sold with no representation or warranties and with a replacement feature for the first
90-days if the loan pays off early. For SFR loans sold to FNMA and to investment funds we provide limited representations
and warranties and with a repurchase and premium refund for loans that become delinquent in the first 90-days or a premium
refund if paid-off in the first 90-days with respect to all loans sold. As a condition of the sale, the buyer must have the loans
audited for underwriting and compliance standards.
During 2021, we originated $472.1 million of SFR mortgage loans and sold $276.7 million to FNMA, investment funds
and other banks in our market. SFR real estate loans include home equity loans acquired in the LANB, FAIC and
PGBH acquisitions. As of December 31, 2021, we had $3.9 million in home equity loans.
SFR real estate loans held for investment, which include $3.9 million of home equity loans, decreased $119.8 million, or
10.7%, to $1.0 billion as of December 31, 2021 as compared to $1.1 billion as of December 31, 2020. Loans held for sale
decreased $44.0 million or 88.1% to $6.0 million as of December 31, 2021 compared to $50.0 million December 31, 2020. In
addition, our SFR mortgage lending unit originates mortgage warehouse lines to our correspondents. These loans are
included in our commercial and industrial lending unit and totaled $47.2 million as of December 31, 2021 and $78.3 million
as of December 31, 2020.
The loan maturities in the table below are based on contractual maturities as of December 31, 2021. As is customary in
the banking industry, loans that meet underwriting criteria can be renewed by mutual agreement between us and the borrower.
Because we are unable to estimate the extent to which our borrowers will renew their loans, the table is based on contractual
maturities. As a result, the data shown below should not be viewed as an indication of future cash flows.
(dollars in thousands)
Construction & land development
After One
Year to
Five Years
After Five
Years to
Fifteen
Years
Over
Fifteen
Years
One Year
or Less
Total
Fixed rate ........................................................ $
Floating rate ....................................................
— $
226,964
184 $
75,372
11 $
538
— $
75
195
302,949
Commercial & industrial
Fixed rate ........................................................ $
Floating rate ....................................................
30,291 $
134,646
2,428 $
75,075
812 $
25,454
3 $
—
33,534
235,175
Commercial real estate
Fixed rate ........................................................ $
Floating rate ....................................................
20,070 $
185,775
124,999 $
210,812
38,369 $
417,360
— $
183,438
250,614 1,064,561
SBA
Fixed rate ........................................................ $
Floating rate ....................................................
3,605 $
37
338 $
2,374
17,659 $
5,028
— $
47,095
21,602
54,534
SFR mortgage
Fixed rate ........................................................ $
Floating rate ....................................................
146 $
—
2,271 $
606
16,799 $
3,919
980,835 $ 1,000,051
4,525
—
Other
Fixed rate ........................................................ $
Floating rate ....................................................
Total loans ............................................... $
24,421 $
—
625,955 $
2,365 $
—
496,824 $
4,000 $
—
30,786
—
529,949 $ 1,278,622 $ 2,931,350
— $
—
Fixed rate ....................................................... $
Floating rate ...................................................
Total loans .............................................. $
Allowance for loan losses .....................................
Net loans ...............................................................
Mortgage loans held for sale .................................
78,533 $
547,422
625,955 $
132,585 $
364,239
496,824 $
980,838 $ 1,269,606
77,650 $
452,299
297,784 1,661,744
529,949 $ 1,278,622 $ 2,931,350
(32,912 )
$ 2,898,438
5,957
$
112
Loan Quality
We use what we believe is a comprehensive methodology to monitor credit quality and prudently manage credit
concentration within our loan portfolio. Our underwriting policies and practices govern the risk profile and credit and
geographic concentration for our loan portfolio. We also have what we believe to be a comprehensive methodology to monitor
these credit quality standards, including a risk classification system that identifies potential problem loans based on risk
characteristics by loan type as well as the early identification of deterioration at the individual loan level. In addition to our
ALLL, our purchase discounts on acquired loans provide additional protections against credit losses.
Discounts on Purchased Loans. At acquisition we hire a third-party to determine the fair value of loans acquired. In
many of the cases fair values were determined by estimating the cash flows expected to result from those loans and discounting
them at appropriate market rates. The excess of expected cash flows above the fair value of the majority of loans will be accreted
to interest income over the remaining lives of the loans in accordance with FASB Accounting Standards Codification (ASC)
310-20.
None of the loans we acquired after 2011 had evidence of deterioration of credit quality since origination for which it
was probable, at acquisition, that the Company would be unable to collect all contractually required payments receivable. Loans
acquired that had evidence of deterioration of credit quality since origination are referred to as PCI (purchase credit impaired)
loans.
Analysis of the ALLL. The following table allocates the ALLL, or the allowance, by category:
(dollars in thousands)
Loans:
Commercial and industrial ...... $ 2,813
SBA .........................................
980
Construction and land
development ............................ 4,150
Commercial real estate (2) ...... 16,603
Single family residential
mortgages ................................ 7,839
527
Other ........................................
Unallocated .............................
—
Allowance for loan losses ....... $ 32,912
2021
$% (1)
2020
$% (1)
As of December 31, 2021
2019
$% (1)
2018
$% (1)
2017
$% (1)
1.05 % $ 3,690
927
1.29 %
1.27 % $ 2,736
852
0.95 %
1.00 % $ 3,112
1.14 % 1,027
1.02 % $ 3,014
1.22 % 1,030
1.07 %
0.78 %
1.37 % 2,473
1.33 % 13,718
1.32 % 1,268
1.37 % 7,668
1.32 % 1,500
0.97 % 6,449
1.32 % 1,214
0.85 % 4,925
1.32 %
0.99 %
0.78 % 8,486
43
1.71 %
—
—
1.12 % $ 29,337
0.75 % 6,182
1.05 %
9
101
—
1.08 % $ 18,816
0.65 % 5,489
—
1.10 %
—
—
0.86 % $ 17,577
0.62 % 3,170
—
420
0.82 % $ 13,773
—
—
1.27 %
—
—
1.10 %
(1) Represents the percentage of the allowance to total loans in the respective category.
(2)
Includes non-farm and non-residential real estate loans, multi-family residential and SFR loans originated for a business
purpose.
The allowance and the balance of accretable credit discounts represent our estimate of probable and reasonably estimable
credit losses inherent in loans held for investment as of the respective balance sheet date. The accretable credit discount balance
was $3.3 million at December 31, 2021 and $4.8 million at December 31, 2020.
Allowance for loan losses. Our methodology for assessing the appropriateness of the ALLL includes a general allowance
for performing loans, which are grouped based on similar characteristics, and a specific allowance for individual impaired loans
or loans considered by management to be in a high-risk category. General allowances are established based on a number of
factors, including historical loss rates, an assessment of portfolio trends and conditions, accrual status and economic conditions.
For C&I, SBA, CRE, C&D and SFR mortgage loans held for investment, a specific allowance may be assigned to
individual loans based on an impairment analysis. Loans are considered impaired when it is probable that we will be unable to
collect all amounts due according to the contractual terms of the loan agreement. The amount of impairment is based on an
analysis of the most probable source of repayment, including the present value of the loan’s expected future cash flows, the
estimated market value or the fair value of the underlying collateral. Interest income on impaired loans is accrued as earned,
unless the loan is placed on nonaccrual status.
Credit-discount on loans purchased through acquisition. Purchased loans are recorded at market value in two categories,
credit discount and liquidity discount and premiums. The remaining credit discount at the end of a period is compared to the
analysis for loan losses for each acquisition. If the credit discount is greater than the expected loss no additional provision is
needed. The following table shows our credit discounts by loan portfolio for purchased loans only as of December 31, 2021
and December 31, 2020. We have recorded additional reserves of $1.6 million at December 31, 2021 and $2.1 million at
December 31, 2020 due to the credit discounts on the bank acquisitions being less than the analysis for loan losses on those
acquisitions as of December 31, 2021.
113
(dollars in thousands)
Commercial and industrial ................................................................................................ $
SBA ...................................................................................................................................
Construction and land development ..................................................................................
Commercial real estate ......................................................................................................
Single-family residential mortgages .................................................................................
Total credit discount on purchased loans .......................................................................... $
Total remaining balance of purchased loans through acquisition ..................................... $
Credit-discount to remaining balance of purchased loans ................................................
As of
December 31,
2021
As of
December 31,
2020
38 $
31
2
629
2,619
3,319 $
418,038 $
0.79 %
53
36
6
1,029
3,653
4,777
583,605
0.82 %
Individual loans considered to be uncollectible are charged off against the allowance. Factors used in determining the
amount and timing of charge-offs on loans include consideration of the loan type, length of delinquency, sufficiency of
collateral value, lien priority and the overall financial condition of the borrower. Collateral value is determined using updated
appraisals and/or other market comparable information. Charge-offs are generally taken on loans once the impairment is
determined to be other-than-temporary. Recoveries on loans previously charged off are added to the allowance. Net charge-
offs to average loans were 0.01% and 0.05% for both the twelve months ended December 31, 2021 and 2020, respectively
The ALLL was $32.9 million at December 31, 2021 compared to $29.3 million at December 31, 2020. The $3.6 million
increase in 2021 was primarily due to loan growth and a $1.2 million increase in non-performing loans. The COVID-19 portion
of the ALLL equates to a 2.63 basis point reserve on the loan portfolio, excluding impaired and cash secured loans, at December
31, 2021.
We analyze the loan portfolio, including delinquencies, concentrations, and risk characteristics, at least quarterly in order
to assess the overall level of the allowance and nonaccretable discounts. We also rely on internal and external loan review
procedures to further assess individual loans and loan pools, and economic data for overall industry and geographic trends.
In determining the allowance and the related provision for loan losses, we consider three principal elements: (i) valuation
allowances based upon probable losses identified during the review of impaired C&I, CRE, C&D loans, (ii) allocations, by
loan classes, on loan portfolios based on historical loan loss experience and qualitative factors and (iii) review of the credit
discounts in relationship to the valuation allowance calculated for purchased loans. Provisions for loan losses are charged to
operations to record changes to the total allowance to a level deemed appropriate by us.
The following table provides an analysis of the ALLL, provision for credit losses and net charge-offs for the years 2017
to 2021:
(dollars in thousands)
Balance, beginning of period ............................... $
Charge-offs:
Commercial and industrial ...............................
SBA ..................................................................
Commercial real estate .....................................
Other .................................................................
Total charge-offs ..................................................
Recoveries:
2021
Years Ended December 31,
2019
2018
2020
29,337 $
18,816 $
17,577 $
13,773 $
(500 )
(1 )
(67 )
(59 )
(627 )
(200 )
(973 )
(85 )
(45 )
(1,303 )
—
(1,093 )
(166 )
—
(1,259 )
—
—
(701 )
—
(701 )
2017
14,162
—
—
(83 )
—
—
(83 )
—
108
1
Commercial and industrial ...............................
95
SBA ..................................................................
61
Commercial real estate .....................................
—
86
Other .................................................................
747
243
Total recoveries ....................................................
664
(384 )
Net (charge-offs)/recoveries ................................
(1,053 )
3,959
Provision for loan losses ......................................
Balance, end of period ......................................... $
13,773
32,912 $
Total HFI loans at end of period .......................... 2,931,350 2,706,766 2,196,934 2,142,015 1,249,074
Average HFI loans ............................................... 2,745,492 2,544,413 2,112,933 1,456,480 1,151,965
0.01 %
Net charge-offs to average HFI loans ..................
Allowance for loan losses to total loans ...............
1.12 %
Credit discount on loans purchased through
—
1
—
—
1
(1,302 )
11,823
29,337 $
—
36
(665 )
4,469
17,577 $
—
108
(1,151 )
2,390
18,816 $
0.05 %
0.82 %
0.05 %
1.08 %
0.05 %
0.86 %
36
—
—
747
-0.06 %
1.10 %
acquisitions ....................................................... $
3,319 $
4,777 $
5,309 $
8,060 $
1,689
114
Problem Loans. Loans are considered delinquent when principal or interest payments are past due 30 days or more;
delinquent loans may remain on accrual status between 30 days and 89 days past due. Loans on which the accrual of interest
has been discontinued are designated as nonaccrual loans. Typically, the accrual of interest on loans is discontinued when
principal or interest payments are past due 90 days or when, in the opinion of management, there is a reasonable doubt as to
collectability in the normal course of business. When loans are placed on nonaccrual status, all interest previously accrued but
not collected is reversed against current period interest income. Income on nonaccrual loans is subsequently recognized only
to the extent that cash is received and the loan’s principal balance is deemed collectible. Loans are restored to accrual status
when loans become well-secured and management believes full collectability of principal and interest is probable.
A loan is considered impaired when it is probable that we will be unable to collect all amounts due according to the
contractual terms of the loan agreement. Impaired loans include loans on nonaccrual status and performing restructured loans.
Income from loans on nonaccrual status is recognized to the extent cash is received and when the loan’s principal balance is
deemed collectible. Depending on a particular loan’s circumstances, we measure impairment of a loan based upon either the
present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s observable market price,
or the fair value of the collateral less estimated costs to sell if the loan is collateral dependent. A loan is considered collateral
dependent when repayment of the loan is based solely on the liquidation of the collateral. Fair value, where possible, is
determined by independent appraisals, typically on an annual basis. Between appraisal periods, the fair value may be adjusted
based on specific events, such as if deterioration of quality of the collateral comes to our attention as part of our problem loan
monitoring process, or if discussions with the borrower lead us to believe the last appraised value no longer reflects the actual
market for the collateral. The impairment amount on a collateral-dependent loan is charged-off to the allowance if deemed not
collectible and the impairment amount on a loan that is not collateral-dependent is set up as a specific reserve.
In cases where a borrower experiences financial difficulties and we make certain concessionary modifications to
contractual terms, the loan is classified as a TDR. These concessions may include a reduction of the interest rate, principal or
accrued interest, extension of the maturity date or other actions intended to minimize potential losses. Loans restructured at a
rate equal to or greater than that of a new loan with comparable risk at the time the loan is modified may be excluded from
restructured loan disclosures in years subsequent to the restructuring if the loans are in compliance with their modified terms.
A restructured loan is considered impaired despite its accrual status and a specific reserve is calculated based on the present
value of expected cash flows discounted at the loan’s effective interest rate or the fair value of the collateral less estimated costs
to sell if the loan is collateral dependent.
Real estate we acquire as a result of foreclosure or by deed-in-lieu of foreclosure is classified as OREO until sold, and is
carried at the balance of the loan at the time of foreclosure or at estimated fair value less estimated costs to sell, whichever is
less.
The following table sets forth the allocation of our nonperforming assets among our different asset categories as of the
dates indicated. 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. The Company did not have any
loans past due 90 days or more but still accruing interest at any of the dates presented. The balances of nonperforming loans
reflect the net investment in these assets.
(dollars in thousands)
Accruing troubled debt restructured loans:
Commercial and industrial ............................. $
SBA ................................................................
Construction and land development ..............
Commercial real estate ...................................
Total accruing troubled debt restructured loans ....
Non-accrual loans:
Commercial and industrial .............................
SBA ................................................................
Construction and land development ..............
Commercial real estate ...................................
Single-family residential mortgages ..............
Other ..............................................................
Total non-accrual loans .........................................
Total non-performing loans ..................................
OREO ....................................................................
Nonperforming assets ........................................... $
Nonperforming loans to total loans .......................
Nonperforming assets to total assets .....................
2021
2020
As of December 31,
2019
2018
2017
502 $
34
—
1,434
1,970
1,661
6,828
173
1,193
7,714
15
17,584
19,554
293
19,847 $
0.72 %
0.59 %
— $
45
264
1,472
1,781
—
9,378
—
725
1,334
—
11,437
13,218
293
13,511 $
0.60 %
0.48 %
— $
58
276
2,033
2,367
—
914
—
—
—
—
914
3,281
1,101
4,382 $
0.15 %
0.15 %
—
—
289
2,131
2,420
—
155
—
—
—
—
155
2,575
293
2,868
0.21 %
0.17 %
410 $
—
—
1,328
1,738
3,712
6,263
149
4,672
4,191
—
18,987
20,725
293
21,018 $
0.71 %
0.50 %
115
The $1.2 million increase in nonperforming loans at December 31, 2021 was primarily due to the addition of eight SFR
mortgage loans for $3.0 million, four commercial and industrial loans for $3.7 million, two SBA loans for $1.6 million and
four commercial real estate loans for $4.2 million, partially offset by four loans removed from non-accrual status in the amount
of $5.6 million, net charge offs of six non-accrual loans of $422,000, payoffs of $2.7 million and paydowns of $2.6 million.
Our 30-89 day delinquent loans, excluding non-accrual loans, increased to $17.6 million as of December 31, 2021,
compared to $8.9 million at December 31, 2020. From December 31, 2020 to December 31, 2021, the increase in past due
loans (excluding non-accrual loans) resulted from increases of $3.9 million in SFR mortgage loans, $1.7 million in SBA loans,
$1.6 million in commercial and industrial loans, and $1.5 million in CRE loans.
We did not recognize any interest income on nonaccrual loans during the years ended December 31, 2021 and December
31, 2020 while the loans were in nonaccrual status. We recognized interest income on loans modified under troubled debt
restructurings of $159,000 and $170,000 during the years ended December 31, 2021 and December 31, 2020, respectively.
We utilize an asset risk classification system in compliance with guidelines established by the FDIC as part of our efforts
to improve asset quality. In connection with examinations of insured institutions, examiners have the authority to identify
problem assets and, if appropriate, classify them. There are three classifications for problem assets: “substandard”, “doubtful”,
and “loss”. Substandard assets have one or more defined weaknesses and are characterized by the distinct possibility that the
insured institution will sustain some loss if the deficiencies are not corrected. Doubtful assets have the weaknesses of
substandard assets with the additional characteristic that the weaknesses make collection or liquidation in full questionable and
there is a high probability of loss based on currently existing facts, conditions and values. An asset classified as loss is not
considered collectable and is of such little value that continuance as an asset is not warranted.
We use a risk grading system to categorize and determine the credit risk of our loans. Potential problem loans include
loans with a risk grade of 6, which are “special mention”, loans with a risk grade of 7, which are “substandard” loans that are
generally not considered to be impaired and loans with a risk grade of 8, which are “doubtful” loans generally considered to be
impaired. These loans generally require more frequent loan officer contact and receipt of financial data to closely monitor
borrower performance. Potential problem loans are managed and monitored regularly through a number of processes,
procedures and committees, including oversight by a loan administration committee comprised of executive officers and other
members of the Bank’s senior management.
Impact of the COVID-19 Pandemic on the Loan Portfolio
As of December 31, 2021, the Bank had 69 loans totaling $11.8 million, or 0.40% of the Company’s total loan portfolio
that had been originated pursuant to the PPP due to the COVID-19 pandemic and were still outstanding as of such
date. Presently none of our SBA customers are on a payment deferral plan due to the COVID-19 pandemic.
As of January 15, 2022, the Company had no loans deferred as a result of the COVID-19 pandemic.
The Company does not have any shared national credits or loans, backed by airlines or cruise lines, on deferral as of
January 15, 2022.
Cash and Cash Equivalents. Cash and cash equivalents increased $499.7 million, or 256.7%, to $694.4 million as
of December 31, 2021 as compared to $194.7 million at December 31, 2020.
Goodwill and Other Intangible Assets. Goodwill was $69.2 million both at December 31, 2021 and 2020. Goodwill
represents the excess of the consideration paid over the fair value of the net assets acquired. Our other intangible assets, which
consist of core deposit intangibles, were $4.1 million and $5.2 million at December 31, 2021 and December 31, 2020. These
core deposit intangible assets are amortized primarily on an accelerated basis over their estimated useful lives, generally over
a period of 3 to 10 years.
Liabilities. Total liabilities increased $839.9 million to $3.8 billion, or 28.7%, at December 31, 2021 from $2.9 billion at
December 31, 2020, primarily due to a $750.4 million increase in deposits.
116
Deposits. As a Chinese-American business bank that focuses on successful businesses and their owners, many of our
depositors choose to leave large deposits with us. The Bank measures core deposits by reviewing all relationships over $250,000
on a quarterly basis. We 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. As of December 31, 2021, the Bank considers $2.96 billion or 87.5% of our deposits as adjusted
core relationships. As of December 31, 2021, our top ten deposit relationships totaled $884.7 million, of which two are related
to directors and shareholders of the Company for a total of $54.5 million or 1.6% of our top ten deposit relationships. As of
December 31, 2021, our directors and shareholders with deposits over $250,000 totaled $56.9 million or 2.3% of all
relationships over $250,000.
The following table summarizes our average deposit balances and weighted average rates at December 31, 2021, 2020
and 2019:
December 31, 2021
For the year ended
December 31, 2020
December 31, 2019
Weighted
Weighted
Average Average Average Average Average Average
Rate (%)
Balance
—
Rate (%) Balance
Rate (%) Balance
— $ 421,174
— $ 564,111
Weighted
(dollars in thousands)
Noninterest-bearing demand ......... $ 938,710
Interest-bearing: ............................
69,211
NOW .............................................
637,539
Money market ...............................
137,534
Savings ..........................................
640,747
Time, less than $250,000 ..............
Time, $250,000 and over ..............
597,770
Total interest-bearing .................... 2,082,801
Total deposits ................................ $ 3,021,511
55,794
0.27 %
449,111
0.39 %
123,568
0.10 %
715,181
0.70 %
0.79 %
597,262
0.57 % 1,940,916
0.40 % $ 2,505,027
24,925
0.36 %
370,451
0.71 %
97,670
0.12 %
712,534
1.60 %
1.71 %
566,810
1.30 % 1,772,390
1.01 % $ 2,193,564
0.27 %
1.19 %
0.00 %
2.25 %
2.35 %
1.93 %
1.56 %
The following table sets forth the maturity of non-core time deposits as of December 31, 2021:
(dollars in thousands)
Time, $250,000 and over ...................................... $
Wholesale deposits (1) ..................................................
Time, brokered ......................................................
Total ...................................................................... $
Maturity Within:
Three
Months
After
Three to
Six Months
Six to 12
Months
After 12
Months
156,655 $
30,490
2,398
189,543 $
175,970 $
22,458
—
198,428 $
241,438 $
7,990
—
249,428 $
12,437 $
6,156
—
18,593 $
Total
586,500
67,094
2,398
655,992
(1) Wholesale deposits are defined as time deposits under $250,000 originated through via internet rate line and/or through
other deposit originators, and are considered non-core deposits.
The following table sets forth the estimated deposits exceeding the FDIC insurance limit:
(dollars in thousands)
For the year ended December 31,
Uninsured deposits ........................................................................................................... $
2021
1,823,410 $
2020
1,081,383
117
The estimated aggregate amount of time deposits in excess of the FDIC insurance limit is $475.6 milllion at December
31, 2021. The following table sets forth the maturity distribution of the estimated uninsured time deposits.
(dollars in thousands)
3 months or less .......................................................................................................................................... $
Over 3 months through 6 months ................................................................................................................
Over 6 months through 12 months ..............................................................................................................
Over 12 months ...........................................................................................................................................
Total ............................................................................................................................................................ $
December 31,
2021
93,993
146,149
222,872
12,550
475,564
We acquired time deposits from the internet and outside deposits originators as needed to supplement liquidity. These
time deposits are primarily under $250,000 and we do not consider them core deposits. The total amount of such deposits as of
December 31, 2021 was $70.1 million or 2.1% of total deposits. The balance of such deposits as of December 31, 2020 were
$93.7 million or 3.6% of total deposits.
Total deposits increased $750.4 million to $3.4 billion at December 31, 2021 as compared to $2.6 billion at December
31, 2020, as a result of organic growth. As of December 31, 2021, total deposits were comprised of 38.1% noninterest-bearing
demand accounts, 27.4% interest-bearing non-maturity deposit accounts and 34.5% of time deposits.
As of December 31, 2021, $20,000 in deposit overdrafts were reclassified as other loans. As of December 31, 2020, the
amount was $131,000.
FHLB Borrowings. In addition to deposits, we have used long- and short-term borrowings, such as federal funds
purchased and FHLB long-and short-term advances, as a source of funds to meet the daily liquidity needs of our customers and
fund growth in earning assets. We had no FHLB short-term advances at December 31, 2021 and at December 31, 2020. In the
first quarter of 2020, the Company obtained $150.0 million in long-term FHLB advances. The term is five years, maturing by
March 2025. The average fixed interest rate is 1.18%. The Company secured this funding in case there was a liquidity issue
caused by the COVID-19 pandemic and to obtain an attractive interest rate. The following table sets forth information on our
total FHLB advances during the periods presented:
(dollars in thousands)
Outstanding at period-end .......................................... $
Average amount outstanding .....................................
Maximum amount outstanding at any month-end .....
Weighted average interest rate:
During period .............................................................
End of period ..............................................................
2021
Years Ended December 31,
2020
2019
$
150,000
150,000
150,000
1.18 %
1.18 %
$
150,000
129,071
190,000
1.15 %
1.18 %
—
114,388
364,500
2.56 %
0.00 %
Long-Term Debt. Long-term debt consists of subordinated notes. As of December 31, 2021 the amount of subordinated
notes outstanding was $173.0 million as compared to $104.4 million at December 31, 2020.
In March and April 2016, we issued an aggregate of $50.0 million of subordinated notes for aggregate proceeds of $49.4
million. The subordinated notes have a maturity date of April 1, 2026 at a fixed rate of 6.5% for the first five years and a
floating rate based on the three-month LIBOR plus 516 basis points thereafter. The Company redeemed these subordinated
debentures on March 31, 2021. The redemption price for the subordinated debentures was equal to 100% of principal amount
of the Notes redeemed, plus any accrued and unpaid interest to, but excluding, the redemption date of March 31, 2021.
In November 2018, the Company issued $55.0 million in fixed-to-floating rate subordinated notes due December 1, 2028.
The Notes bear a fixed rate of 6.18% for the first five years and will reset quarterly thereafter to the then-current three-month
LIBOR rate plus 315 basis points. The Notes were assigned an investment grade rating of BBB by the Kroll Bond Rating
Agency, Inc. Under the terms of our subordinated notes and the related subordinated notes purchase agreements, we are not
permitted to declare or pay any dividends on our capital stock if an event of default occurs under the terms of the long term
debt.
118
In connection with the November 2018 issuance of subordinated notes, Bancorp entered into a registration rights
agreement with the purchasers of such notes pursuant to which the Company exchanged the notes for subordinated notes that
were registered under the Securities Act and that have substantially the same terms as the privately issued notes. The exchange
of notes was completed in March 2019.
In March 2021, the Company issued $120 million of 4.00% fixed to floating rate subordinated debentures, due April 1,
2031. The interest rate is fixed through April 1, 2026 and floats at three month SOFR plus 329 basis points thereafter. The
Company can redeem these subordinated debentures beginning April 1, 2026. The subordinated debentures are considered Tier
2 capital at the Company.
The Company used the net proceeds from these subordinated debt offerings for general corporate purposes, including
providing capital to the Bank and maintaining adequate liquidity at Bancorp. The subordinated notes qualified as Tier 2 capital
for Bancorp for regulatory purposes and the portion that Bancorp contributed to the Bank qualified as Tier 1 capital for the
Bank.
Subordinated Debentures. Subordinated debentures consist of subordinated notes. As of December 31, 2021 and
December 31, 2020, the amount outstanding was $14.5 million and $14.3 million, respectively. Under the terms of our
subordinated notes issued in connection with the issuance of trust preferred securities, we are not permitted to declare or pay
any dividends on our capital stock if an event of default occurs under the terms of the long term debt. These subordinated notes
consist of the following:
In 2016, Bancorp acquired $5.2 million of subordinated debentures as part of the TFC acquisition (TFC Trust) and
recorded them at fair value of $3.3 million. The fair value adjustment is being accreted over the remaining life of the securities.
These debentures mature on March 15, 2037 and have a variable rate of interest equal to the three-month LIBOR plus 1.65%.
The rate at December 31, 2021 was 1.85% and 1.87% at December 31, 2020.
In October 2018, the Company, through the acquisition of FAIC, acquired the FAIC Trust. The FAIC Trust issued thirty-
year fixed to floating rate capital securities with an aggregate liquidation amount of $7,000,000 to an independent investor, and
all of its common securities, amounting to $217,000, financed by the issuance of $7.2 million of debentures. There was a $1.2
million valuation reserve recorded to arrive at market value which is treated as a yield adjustment and is amortized over the
life of the security. The Company has the option to defer interest payments on the subordinated debentures from time to time
for a period not to exceed five consecutive years. The subordinated debentures have a variable rate of interest equal to the three-
month LIBOR plus 2.25% through final maturity on December 15, 2034. The rate at December 31, 2021 was 2.45% and 2.47%
at December 31, 2020.
In January 2020, the Company, through the acquisition of PGBH, acquired PGBH Trust, a Delaware statutory trust
formed in December 2004. PGBH Trust issued 5,000 fixed-to-floating rate capital securities with an aggregate liquidation
amount of $5.0 million and 155 common securities with an aggregate liquidation amount of $155,000. There was a $763,000
valuation reserve recorded to arrive at market value which is treated as a yield adjustment and is amortized over the life of the
security. The Company has the option to defer interest payments on the subordinated debentures from time to time for a period
not to exceed five consecutive years. The subordinated debentures have a variable rate of interest equal to the three-month
LIBOR plus 2.10% through final maturity on December 15, 2034. The rate at December 31, 2021 was 2.30% and 2.32% at
December 31, 2020.
In July 2017, British banking regulators announced plans to eliminate the LIBOR rate by June 3023, before these
subordinated notes and debentures mature. For these subordinated notes and debentures, there are provisions for amendments
to establish a new interest rate benchmark. At this time, SOFR is the alternative reference rate we plan to adopt as the index
rate for U.S. dollar LIBOR.
Capital Resources and Liquidity Management
Capital Resources. Shareholders’ equity is influenced primarily by earnings, dividends, sales and redemptions of
common stock and preferred stock and changes in accumulated other comprehensive income caused primarily by fluctuations
in unrealized holding gains or losses, net of taxes, on available for sale investment securities.
Shareholders’ equity increased $38.2 million, or 8.9%, to $466.7 million during 2021 due to $56.9 million of net
income, $3.5 million of additional paid in capital from the exercise of stock options and $1.1 million from stock based
compensation, partially offset by $9.9 million of cash dividends declared during the year, $10.5 million from the repurchase of
shares of the Company’s common stock and a $2.8 million decrease in other comprehensive income. The decrease in
accumulated other comprehensive income primarily resulted from decreases in unrealized gains on available for sale securities.
119
Liquidity Management. Liquidity refers to the measure of our ability to meet the cash flow requirements of depositors
and borrowers, while at the same time meeting our operating, capital and strategic cash flow needs, all at a reasonable cost. We
continuously monitor our liquidity position to ensure that assets and liabilities are managed in a manner that will meet all short-
term and long-term cash requirements. We manage our liquidity position to meet the daily cash flow needs of customers, while
maintaining an appropriate balance between assets and liabilities to meet the return on investment objectives of our
shareholders.
Our liquidity position is supported by management of liquid assets and liabilities and access to alternative sources of
funds. Liquid assets include cash, interest-earning deposits in banks, federal funds sold, available for sale securities, term
federal funds, purchased receivables and maturing or prepaying balances in our securities and loan portfolios. Liquid liabilities
include core deposits, federal funds purchased, securities sold under repurchase agreements and other borrowings. Other
sources of liquidity include the sale of loans, the ability to acquire additional national market noncore deposits, the issuance of
additional collateralized borrowings such as FHLB advances, the issuance of debt securities, additional borrowings through the
Federal Reserve’s discount window and the issuance of preferred or common securities. Our short-term and long-term liquidity
requirements are primarily to fund on-going operations, including payment of interest on deposits and debt, extensions of credit
to borrowers, capital expenditures and shareholder dividends. These liquidity requirements are met primarily through cash flow
from operations, redeployment of prepaying and maturing balances in our loan and investment portfolios, debt financing and
increases in customer deposits. For additional information regarding our operating, investing and financing cash flows, see the
consolidated statements of cash flows provided in our consolidated financial statements.
Integral to our liquidity management is the administration of short-term borrowings. To the extent we are unable to obtain
sufficient liquidity through core deposits, we seek to meet our liquidity needs through wholesale funding or other borrowings
on either a short- or long-term basis.
As of December 31, 2021 and December 31, 2020, we had $92.0 million for both years, respectively, of unsecured federal
funds lines, with no amounts advanced against the lines as of such dates. In addition, lines of credit from the Federal Reserve
Discount Window at December 31, 2021 and December 31, 2020 were $22.3 million and $9.8 million, respectively. Federal
Reserve Discount Window lines were collateralized by a pool of CRE loans totaling $33.2 million and $20.1 million as of
December 31, 2021 and December 31, 2020, respectively. We did not have any borrowings outstanding with the Federal
Reserve at December 31, 2021 and December 31, 2020 and our borrowing capacity is limited only by eligible collateral.
At December 31, 2021 and 2020 there were $150.0 million in FHLB long-term advances outstanding. Based on the
values of loans pledged as collateral, we had $833.6 million and $915.2 million of additional borrowing capacity with the
FHLB as of December 31, 2021 and December 31, 2020, respectively. We also maintain relationships in the capital markets
with brokers and dealers to issue certificates of deposit.
Bancorp is a corporation separate and apart from the Bank and, therefore, must provide for its own liquidity. Bancorp’s
main source of funding is dividends declared and paid to us by the Bank and RAM. There are statutory, regulatory and debt
covenant limitations that affect the ability of the Bank to pay dividends to Bancorp. Management believes that these limitations
will not impact our ability to meet our ongoing short-term cash obligations.
Regulatory Capital Requirements
We are subject to various regulatory capital requirements administered by the federal and state banking regulators. Failure
to meet regulatory capital requirements may result in certain mandatory and possible additional discretionary actions by
regulators that, if undertaken, could have a direct material effect on our financial statements. Under capital adequacy guidelines
and the regulatory framework for “prompt corrective action” (described below), we must meet specific capital guidelines that
involve quantitative measures of our assets, liabilities and certain off-balance sheet items as calculated under regulatory
accounting policies.
120
The table below summarizes the minimum capital requirements applicable to us and the Bank pursuant to Basel III
regulations as of the dates reflected and assuming the capital conservation buffer has been fully-phased in. The minimum capital
requirements are only regulatory minimums and banking regulators can impose higher requirements on individual institutions.
For example, banks and bank holding companies experiencing internal growth or making acquisitions generally will be
expected to maintain strong capital positions substantially above the minimum supervisory levels. Higher capital levels may
also be required if warranted by the particular circumstances or risk profiles of individual banking organizations. The table
below also summarizes the capital requirements applicable to us and the Bank in order to be considered “well-capitalized” from
a regulatory perspective, as well as our and the Bank’s capital ratios as of December 31, 2021 and December 31, 2020. The
Bank exceeded all regulatory capital requirements under Basel III and was considered to be “well-capitalized” as of the dates
reflected in the table below:
Regulatory
Capital Ratio
Requirements,
including fully
phased-in
Capital
Conservation
Buffer
Ratio at
December
31, 2021
Ratio at
December
31, 2020
Regulatory
Capital Ratio
Requirements
Minimum
Requirement
for "Well
Capitalized"
Depository
Institution
Tier 1 Leverage Ratio
Consolidated
10.21% 11.32%
Bank .................................................................. 12.45% 14.11%
4.00%
4.00%
Common Equity Tier 1 Risk-Based
Capital Ratio (1)
Consolidated ..................................................... 14.86% 14.62%
Bank .................................................................. 18.80% 18.94%
4.50%
4.50%
Tier 1 Risk-Based Capital Ratio
Consolidated ..................................................... 15.40% 15.21%
Bank .................................................................. 18.80% 18.94%
6.00%
6.00%
Total Risk-Based Capital Ratio
4.00%
4.00%
7.00%
7.00%
8.50%
8.50%
5.00%
5.00%
6.50%
6.50%
8.00%
8.00%
Consolidated ..................................................... 23.15% 20.77%
Bank .................................................................. 20.05% 20.19%
8.00%
8.00%
10.50%
10.50%
10.00%
10.00%
(1) The common equity tier 1 risk-based ratio, or CET1, is a ratio created by the Basel III regulations beginning January 1,
2015.
Contractual Obligations
The following table contains supplemental information regarding our total contractual obligations at December 31, 2021:
Within
One to
Three
Years
Payments Due
Three to After Five
Five Years Years
Total
One Year
(dollars in thousands)
Deposits without a stated maturity ........................ $ 2,219,093 $
Time deposits ........................................................ 1,119,404
—
FHLB advances .....................................................
—
Long-term debt ......................................................
—
Subordinated debentures .......................................
Leases ....................................................................
4,490
Total contractual obligations ................................. $ 3,342,987 $
— $
44,612
—
—
—
6,803
51,415 $
— $
2,423
150,000
—
—
5,428
157,851 $
— $ 2,219,093
— 1,166,439
150,000
—
173,007
173,007
14,502
14,502
23,596
6,875
194,384 $ 3,746,637
121
Off-Balance Sheet Arrangements
We have limited off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material
effect on our financial condition, revenues, expenses, results of operations, liquidity, capital expenditures or capital resources.
In the ordinary course of business, the Company enters into financial commitments to meet the financing needs of its
customers. These financial commitments include commitments to extend credit, unused lines of credit, commercial and similar
letters of credit and standby letters of credit. Those instruments involve to varying degrees, elements of credit and interest rate
risk not recognized in the Company’s financial statements.
The Company’s exposure to loan loss in the event of nonperformance on these financial commitments is represented by
the contractual amount of those instruments. The Company uses the same credit policies in making commitments as it does for
loans reflected in the financial statements.
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition
established in the contract. Since many of the commitments are expected to expire without being drawn upon, the total amounts
do not necessarily represent future cash requirements. The Company evaluates each client’s credit worthiness on a case-by-
case basis. The amount of collateral obtained if deemed necessary by the Company is based on management’s credit evaluation
of the customer.
Non-GAAP Financial Measures
Some of the financial measures included in this Annual Report on Form 10-K 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”, “return on average tangible common equity”, “adjusted earnings”, “adjusted diluted earnings per share”,
“adjusted return on average assets”, and “adjusted return on average tangible common equity”. Our management uses these
non-GAAP financial measures in its analysis of our performance.
Tangible Common Equity to Tangible Assets Ratio and Tangible Book Value Per Share. The tangible common equity
to tangible assets ratio and tangible book value per share are non-GAAP measures generally used by financial analysts and
investment bankers to evaluate capital adequacy. We calculate: (i) tangible common equity as total shareholders’ equity less
goodwill and other intangible assets (excluding mortgage servicing rights); (ii) tangible assets as total assets less goodwill and
other intangible assets; and (iii) tangible book value per share as tangible common equity divided by shares of common stock
outstanding.
Our management, banking regulators, many financial analysts and other investors use these measures in conjunction with
more traditional bank capital ratios to compare the capital adequacy of banking organizations with significant amounts of
goodwill or other intangible assets, which typically stem from the use of the purchase accounting method of accounting for
mergers and acquisitions. Tangible common equity, tangible assets, tangible book value per share and related measures should
not be considered in isolation or as a substitute for total shareholders’ equity, total assets, book value per share or any other
measure calculated in accordance with GAAP. Moreover, the manner in which we calculate tangible common equity, tangible
assets, tangible book value per share and any other related measures may differ from that of other companies reporting measures
with similar names. The following table reconciles shareholders’ equity (on a GAAP basis) to tangible common equity and
total assets (on a GAAP basis) to tangible assets, and calculates our tangible book value per share:
(dollars in thousands)
Tangible common equity:
Total shareholders' equity .................................................................................... $
Adjustments
Goodwill .......................................................................................................
Core deposit intangible .................................................................................
Tangible common equity ..................................................................................... $
Tangible assets:
Total assets-GAAP ............................................................................................... $
Adjustments
Goodwill .......................................................................................................
Core deposit intangible .................................................................................
Tangible assets: .................................................................................................... $
Common shares outstanding ................................................................................
Tangible common equity to tangible assets ratio .................................................
Tangible book value per share ............................................................................. $
December 31,
2021
December 31,
2020
466,683
$
428,488
(69,243 )
(4,075 )
393,365
$
(69,243 )
(5,196 )
354,049
4,228,194
$
3,350,072
(69,243 )
(4,075 )
4,154,876
19,455,544
$
9.47 %
$
20.22
(69,243 )
(5,196 )
3,275,633
19,565,921
10.81 %
18.10
122
Return on Average Tangible Common Equity. Management measures return on average tangible common equity
(“ROATCE”) to assess the Company’s capital strength and business performance. Tangible equity excludes goodwill and other
intangible assets (excluding mortgage servicing rights), and is reviewed by banking and financial institution regulators when
assessing a financial institution’s capital adequacy. This non-GAAP financial measure should not be considered a substitute
for operating results determined in accordance with GAAP and may not be comparable to other similarly titled measures used
by other companies. The following table reconciles return on average tangible common equity to its most comparable GAAP
measure:
(dollars in thousands)
Net income available to common shareholders ................................. $
Average shareholders equity ..............................................................
Adjustments:
Goodwill .....................................................................................
Core deposit intangible ...............................................................
Adjusted average tangible common equity ........................................ $
Return on average tangible common equity ......................................
Regulatory Reporting to Financial Statements
2021
For the year-ended
2020
2019
56,906
447,714
$
32,928
417,915
$
39,209
393,895
(69,243 )
(4,657 )
373,814
$
15.22 %
(69,863 )
(5,806 )
342,246
$
9.62 %
(58,446 )
(6,873 )
328,576
11.93 %
Some of the financial measures included in this Annual Report on Form 10-K differ from those reported on the FRB Y-
9C report. These financial measures include “core deposits to total deposits” and “net non-core funding dependency ratio.” Our
management uses these financial measures in its analysis of our performance.
Core Deposits and Non-core Funding Dependency. The Bank measures core deposits by reviewing all relationships
over $250,000 on a quarterly basis. We 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
and the adjusted net non-core dependency ratio.
(dollars in thousands)
Adjusted core deposit to total deposit ratio:
Core deposits: demand and savings deposits of any amount plus time
As of
December 31,
2021
December 31,
2020
deposits less than $250,000 .......................................................................................... $
2,807,033
$
2,037,164
317,501
(2,398 )
448,159
(17,374 )
Adjustments:
CDs > $250,000 considered core deposits (1) ......................................................................
Less brokered deposits considered non-core ............................................................
Less internet and outside deposit originated time deposits < $250,000 considered
non-core .................................................................................................................
Less other deposits not considered core (2) ..........................................................................
Total adjustments .............................................................................................................
Adjusted core deposits .....................................................................................................
Total deposits ................................................................................................................... $
Adjusted core deposits to total deposits ratio ...................................................................
Non-core deposits: Time deposits greater than $250,000 ................................................ $
Less total adjustments ...............................................................................................
Total adjusted non-core deposits ......................................................................................
Short term borrowing outstanding ...................................................................................
Adjusted non-core liabilities (A) ......................................................................................
Short term assets(3) .....................................................................................................................
Adjustment to short term assets:
(70,303 )
(90,116 )
154,684
2,961,717
3,385,532
$
87.48 %
578,499
(154,684 )
423,815
—
423,815
837,941
Purchased receivables with maturities less than 90-days .........................................
Adjusted short term assets (B) .........................................................................................
Net non-core funding (A-B) ............................................................................................. $
Total earning assets ..........................................................................................................
Net non-core funding dependency ratio ...........................................................................
Adjusted net non-core funding dependency ratio ............................................................
—
837,941
(414,126 )
3,988,715
$
-6.50 %
-10.38 %
123
(76,356 )
(80,016 )
274,413
2,311,577
2,635,128
87.72 %
597,963
(274,413 )
323,550
—
323,550
311,598
—
311,598
11,952
3,141,819
9.11 %
0.38 %
(1) Comprised of time deposits to core customers over $250,000 as defined in the lead-in to the table above.
(2) 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.
(3) Short term assets include cash equivalents and investment with maturities less than one year.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Market Risk. Market risk represents the risk of loss due to changes in market values of assets and liabilities. We incur
market risk in the normal course of business through exposures to market interest rates, equity prices, and credit spreads. We
have identified two primary sources of market risk: interest rate risk and price risk.
Interest Rate Risk
Overview. Interest rate risk is the risk to earnings and value arising from changes in market interest rates. Interest rate
risk arises from timing differences in the repricings and maturities of interest-earning assets and interest-bearing liabilities
(repricing risk), changes in the expected maturities of assets and liabilities arising from embedded options, such as borrowers’
ability to prepay residential mortgage loans at any time and depositors’ ability to redeem certificates of deposit before maturity
(option risk), changes in the shape of the yield curve where interest rates increase or decrease in a nonparallel fashion (yield
curve risk), and changes in spread relationships between different yield curves, such as U.S. Treasuries and LIBOR (basis risk).
Our ALCO establishes broad policy limits with respect to interest rate risk. ALCO establishes specific operating
guidelines within the parameters of the board of directors’ policies. In general, we seek to minimize the impact of changing
interest rates on net interest income and the economic values of assets and liabilities. Our ALCO meets monthly to monitor the
level of interest rate risk sensitivity to ensure compliance with the board of directors’ approved risk limits.
Interest rate risk management is an active process that encompasses monitoring loan and deposit flows complemented
by investment and funding activities. Effective management of interest rate risk begins with understanding the dynamic
characteristics of assets and liabilities and determining the appropriate interest rate risk posture given business forecasts,
management objectives, market expectations, and policy constraints.
An asset sensitive position refers to a balance sheet position in which an increase in short-term interest rates is expected
to generate higher net interest income, as rates earned on our interest-earning assets would reprice upward more quickly than
rates paid on our interest-bearing liabilities, thus expanding our net interest margin. Conversely, a liability sensitive position
refers to a balance sheet position in which an increase in short-term interest rates is expected to generate lower net interest
income, as rates paid on our interest-bearing liabilities would reprice upward more quickly than rates earned on our interest-
earning assets, thus compressing our net interest margin.
Income Simulation and Economic Value Analysis. Interest rate risk measurement is calculated and reported to the board
and ALCO at least quarterly. The information reported includes period-end results and identifies any policy limits exceeded,
along with an assessment of the policy limit breach and the action plan and timeline for resolution, mitigation, or assumption
of the risk.
We use two approaches to model interest rate risk: Net Interest Income at Risk (NII at Risk), and Economic Value of
Equity (EVE). Under NII at Risk, net interest income is modeled utilizing various assumptions for assets, liabilities, and
derivatives. EVE measures the period end market value of assets minus the market value of liabilities and the change in this
value as rates change. EVE is a period end measurement.
(dollars in thousands)
December 31, 2021
Dollar change ............................................................................... $
Percent change .............................................................................
December 31, 2020
Dollar change ............................................................................... $
Percent change .............................................................................
124
Net Interest Income Sensitivity
Immediate Change in Rates
-200
-100
+100
+200
(685 )
$
(0.53 )%
135
0.10 %
$ 13,590
$
10.44 %
27,947
21.46 %
(1,212 )
$
(1.05 )%
(408 )
$
(0.35 )%
5,361
$
4.63 %
12,590
10.87 %
We report NII at Risk to isolate the change in income related solely to interest-earning assets and interest-bearing
liabilities. The NII at Risk results included in the table above reflect the analysis used quarterly by management. It models
gradual −200, −100, +100 and +200 basis point parallel shifts in market interest rates, implied by the forward yield curve over
the next one-year period.
We are within board policy limits for all rate scenarios. The NII at Risk reported at December 31, 2021, projects that our
earnings are expected to be asset sensitive to changes in interest rates over the next year. In recent periods, the amount of
floating rate assets increased resulting in a position shift from neutral to asset sensitive.
Economic Value of Equity Sensitivity (Shock)
Immediate Change in Rates
(dollars in thousands)
December 31, 2021
Dollar change ............................................................................... (140,235 )
Percent change .............................................................................
December 31, 2020
Dollar change ...............................................................................
Percent change .............................................................................
36,247
-200
(24.61 )%
8.86 %
-100
+100
+200
(97,523 )
31,226
56,888
(17.12 )%
5.48 %
9.98 %
6,141
1.50 %
(7,720 )
(1.89 )%
(12,098 )
(2.96 )%
The EVE results included in the table above reflect the analysis used quarterly by management. It models immediate
−200, −100, +100 and +200 basis point parallel shifts in market interest rates.
We are within board policy limits for the -100 and -200 basis point scenarios, but not the +100 and +200 basis point
scenarios. The EVE reported at December 31, 2021 projects that as interest rates increase immediately, the EVE position will
be expected to increase, and if interest rates were to decrease immediately, the EVE position will be expected to decrease.
When interest rates rise, fixed rate assets generally lose economic value; the longer the duration, the greater the value lost. The
opposite is true when interest rates fall. The out-of-compliance situation in the negative scenario is believed to be a result of
rates not being able to move below zeroManagement has developed a plan to bring the percent change in EVE into compliance
with board policy within the next twelve months.
Price Risk. Price risk represents the risk of loss arising from adverse movements in the prices of financial instruments
that are carried at fair value and subject to fair value accounting. We have price risk from the available for sale SFR mortgage
loans and fixed-rate available for sale securities.
Basis Risk. Basis risk represents the risk of loss arising from asset and liability pricing movements not changing in the
same direction. We have basis risk in the SFR mortgage loan portfolio, the multifamily loan portfolio and our securities
portfolio.
125
Item 8. Financial Statements and Supplementary Data.
CONTENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (Eide Bailly LLP Laguna
Hills, California PCAOB ID 286) ......................................................................................................................
CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Balance Sheets ...........................................................................................................................
Consolidated Statements of Income ................................................................................................................
Consolidated Statements of Comprehensive Income ....................................................................................
Consolidated Statement of Changes in Shareholders' Equity ......................................................................
Consolidated Statements of Cash Flows .........................................................................................................
Notes to Consolidated Financial Statements ..................................................................................................
83
85
87
88
89
90
91
126
Report of Independent Registered Public Accounting Firm
Board of Directors and Shareholders of
RBB Bancorp and Subsidiaries
Los Angeles, California
Opinion on the Consolidated Financial Statements and Internal Control Over Financial Reporting
We have audited the accompanying consolidated balance sheets of RBB Bancorp and Subsidiaries (the Company) as of
December 31, 2021 and 2020, the related consolidated statements of income, comprehensive income, changes in shareholders’
equity, and cash flows for each of the years in the three year period ended December 31, 2021, and the related notes (collectively
referred to as the “financial statements”). We also have audited the Company’s internal control over financial reporting as of
December 31, 2021, based on criteria established in 2013 Internal Control —Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the financial statements present fairly, in
all material respects, the consolidated financial position of RBB Bancorp and Subsidiaries as of December 31, 2021 and 2020,
and the results of their operations and its cash flows for each of the three year period ended December 31, 2021, in conformity
with accounting principles generally accepted in the United States of America. Also, in our opinion, the Company maintained,
in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established
in 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO).
Change in Accounting Principle
As discussed in Note 2 and Note 14 to the financial statements, the Company has adopted the provisions of FASB Accounting
Standards Codification Topic 842, Leases, as of January 1, 2021 using the modified retrospective approach with an adjustment
at the beginning of the adoption period. Our opinion is not modified with respect to this matter.
Basis for Opinion
The Company’s management is responsible for these financial statements, for maintaining effective internal control over
financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the
accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion
on the Company’s financial statements and an opinion on the entity’s internal control over financial reporting based on our
audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States)
(“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.We conducted our
audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud,
and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the
financial statements, whether due to error or fraud, and performing procedures that responds to those risks. Such procedures
included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also
included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the
overall presentation of the financial statements. Our audit of internal control over financial reporting included obtaining an
understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and
evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included
performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a
reasonable basis for our opinions.
Definition and Limitations of Internal Control Over Financial Reporting
An entity’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting
principles generally accepted in the United States of America. An entity’s internal control over financial reporting includes
those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the entity; (2) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles,
and that receipts and expenditures of the entity are being made only in accordance with authorizations of management and
directors of the entity; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the entity’s assets that could have a material effect on the financial statements.
127
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
We have served as the Company’s auditor since 2019. Vavrinek, Trine, Day & Co., LLP, who joined Eide Bailly LLP in 2019,
had served as the Company’s auditor since 2008.
Laguna Hills, California
March 11, 2022
128
RBB BANCORP AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31,
(In thousands, except for share amounts)
Assets
Cash and due from banks ................................................................................................... $
Federal funds sold and other cash equivalents ...................................................................
Cash and cash equivalents ..........................................................................................
Interest-earning deposits in other financial institutions .....................................................
Securities:
Available for sale ........................................................................................................
Held to maturity (fair value of $6,577 and $7,603 at December 31, 2021 and
December 31, 2020, respectively) ...........................................................................
Mortgage loans held for sale ..............................................................................................
Loans held for investment:
Real estate ...................................................................................................................
Commercial and other .................................................................................................
Total loans ...........................................................................................................
Unaccreted discount on acquired loans ..............................................................................
Deferred loan fees, net .......................................................................................................
Total loans, net of deferred loan fees and unaccreted discounts on acquired loans ...
Allowance for loan losses ..................................................................................................
Net loans .....................................................................................................................
Premises and equipment .....................................................................................................
Federal Home Loan Bank (FHLB) stock ...........................................................................
Net deferred tax assets .......................................................................................................
Income tax receivable ........................................................................................................
Other real estate owned (OREO) .......................................................................................
Cash surrender value of life insurance (BOLI) ..................................................................
Goodwill ............................................................................................................................
Servicing assets ..................................................................................................................
Core deposit intangibles .....................................................................................................
Right-of-use assets- operating leases .................................................................................
Accrued interest and other assets .......................................................................................
Total assets .............................................................................................................. $
The accompanying notes are an integral part of these consolidated financial statements.
2021
2020
501,372 $
193,000
694,372
600
137,654
57,000
194,654
600
368,260
210,867
6,252
5,957
7,174
49,963
2,560,465
375,684
2,936,149
(1,727 )
(3,072 )
2,931,350
(32,912 )
2,898,438
27,199
15,000
4,855
477
293
55,988
69,243
11,517
4,075
22,454
43,214
4,228,194 $
2,320,216
392,066
2,712,282
(2,872 )
(2,644 )
2,706,766
(29,337 )
2,677,429
27,103
15,641
2,547
—
293
35,121
69,243
13,965
5,196
—
40,276
3,350,072
129
RBB BANCORP AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31,
(In thousands, except for share amounts)
Liabilities and Shareholders’ Equity
Deposits:
Noninterest-bearing demand ....................................................................................... $
Savings, NOW and money market accounts ..............................................................
Time deposits $250,000 and under .............................................................................
Time deposits over $250,000 ......................................................................................
Total deposits .......................................................................................................
Reserve for unfunded commitments ..................................................................................
FHLB advances ..................................................................................................................
Long-term debt, net of debt issuance costs ........................................................................
Subordinated debentures ....................................................................................................
Lease liabilities - operating leases .....................................................................................
Accrued interest and other liabilities .................................................................................
Total liabilities .....................................................................................................
2021
2020
1,291,484 $
927,609
587,940
578,499
3,385,532
1,203
150,000
173,007
14,502
23,282
13,985
3,761,511
617,206
731,084
688,875
597,963
2,635,128
1,383
150,000
104,391
14,283
—
16,399
2,921,584
Commitments and contingencies - Note 13 .......................................................................
—
—
Shareholders' equity:
Preferred Stock - 100,000,000 shares authorized, no par value;
none outstanding .....................................................................................................
—
—
Common Stock - 100,000,000 shares authorized, no par value; 19,455,544 shares
issued and outstanding at December 31, 2021 and 19,565,921 shares issues and
outstanding at December 31, 2020 ..........................................................................
Additional paid-in capital ...........................................................................................
Retained earnings ........................................................................................................
Non-controlling interest ..............................................................................................
Accumulated other comprehensive (loss) income, net ...............................................
Total shareholders’ equity ...................................................................................
Total liabilities and shareholders’ equity ......................................................... $
282,335
4,603
181,329
72
(1,656 )
466,683
4,228,194 $
284,261
4,932
138,094
72
1,129
428,488
3,350,072
The accompanying notes are an integral part of these consolidated financial statements.
130
RBB BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THE YEARS ENDED DECEMBER 31,
(In thousands, except share amounts)
2021
2020
2019
Interest and dividend income:
Interest and fees on loans ......................................................................... $
Interest on interest-earning deposits .........................................................
Interest on investment securities ..............................................................
Dividend income on FHLB stock ............................................................
Interest on federal funds sold and other ...................................................
Total interest income ........................................................................
Interest expense:
Interest on savings deposits, now and money market accounts ...............
Interest on time deposits ...........................................................................
Interest on subordinated debentures and long-term debt .........................
Interest on other borrowed funds .............................................................
Total interest expense .......................................................................
Net interest income ..........................................................................
Provision for loan losses ..................................................................................
Net interest income after provision for loan losses ..........................
Noninterest income:
Service charges, fees and other ................................................................
Gain on sale of loans ................................................................................
Loan servicing fees, net of amortization ..................................................
Recoveries on loans acquired in business combinations ..........................
Unrealized (loss) gain on equity investments ..........................................
Gain on derivatives
Increase in cash surrender value of life insurance ...................................
Gain on sale of securities .........................................................................
Loss on sale of OREO ..............................................................................
Gain on sale of fixed assets ......................................................................
Noninterest expense:
Salaries and employee benefits ................................................................
Occupancy and equipment expenses ........................................................
Data processing ........................................................................................
Legal and professional .............................................................................
Office expenses ........................................................................................
Marketing and business promotion ..........................................................
Insurance and regulatory assessments ......................................................
Core deposit premium ..............................................................................
OREO expenses .......................................................................................
Merger expenses .......................................................................................
Other expenses .........................................................................................
Income before income taxes .............................................................
Income tax expense
Net income ....................................................................................... $
Net income per share ........................................................................
Basic ................................................................................................................. $
Diluted ..............................................................................................................
Cash dividends declared per common share
Weighted-average common shares outstanding
141,569 $
552
3,379
869
694
147,063
2,786
9,170
8,999
1,765
22,720
124,343
3,959
120,384
7,235
9,991
684
82
(360 )
46
1,067
—
—
—
18,745
33,568
8,691
4,474
3,773
1,197
1,157
1,561
1,121
17
137
2,496
58,192
80,937
24,031
56,906 $
2.92 $
2.86
0.51
133,894 $
641
2,968
572
1,045
139,120
3,540
21,665
7,677
1,483
34,365
104,755
11,823
92,932
4,852
5,997
2,052
84
—
78
767
210
—
—
14,040
33,312
9,691
4,236
2,743
1,226
751
984
1,395
35
746
4,394
59,513
47,459
14,531
32,928 $
1.66 $
1.65
0.33
135,159
1,785
2,652
1,079
1,050
141,725
4,886
29,347
7,698
2,930
44,861
96,864
2,390
94,474
4,072
9,893
3,383
143
147
—
775
7
(106 )
6
18,320
32,909
9,750
3,699
1,832
1,257
1,308
900
1,501
337
471
3,509
57,473
55,321
16,112
39,209
1.96
1.92
0.40
Basic .........................................................................................
Diluted ......................................................................................
19,423,549
19,834,306
19,763,422
19,921,859
20,017,306
20,393,424
The accompanying notes are an integral part of these consolidated financial statements
131
RBB BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, (In thousands)
Net income
2021
2020
2019
$
56,906 $
32,928 $
39,209
Other comprehensive income (loss):
Unrealized (losses) gains on securities available for sale:
Change in unrealized (losses) gains .......................................
Reclassification of gains recognized in net income ......................
Related income tax effect:
Change in unrealized (gains) losses .......................................
Reclassification of gains recognized in net income ......................
(3,957 )
—
(3,957 )
1,172
—
1,172
1,474
(210 )
1,264
(436 )
62
(374 )
2,248
(7 )
2,241
(666 )
2
(664 )
Total other comprehensive income (loss) .....................................
(2,785 )
890
1,577
Total comprehensive income ............................................................... $
54,121 $
33,818 $
40,786
The accompanying notes are an integral part of these consolidated financial statements.
132
RBB BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2021, 2020 AND 2019 (In thousands, except share amounts)
Common Stock
Accumulated
Shares
Amount
Additional
Paid-in
Capital
Retained
Earnings
Non-
Controlling
Interest
Other
Comprehensive
Income (Loss) Total
72 $
—
—
—
—
—
—
—
72 $
—
—
—
—
—
—
—
72 $
—
—
—
—
—
—
—
—
72 $
(1,338 ) $ 374,621
— 39,209
689
—
—
—
(8,033 )
—
—
—
2,817
(3,190 )
1,577
1,577
239 $ 407,690
— 32,928
686
—
—
—
(6,567 )
—
—
—
712
(7,851 )
890
890
1,129 $ 428,488
— 56,906
1,086
—
—
—
—
—
(9,947 )
—
—
3,475
— (10,540 )
(2,785 )
(2,785 )
(1,656 ) $ 466,683
Balance at December 31, 2018 ..... 20,000,022 $ 288,610 $
—
Net income .....................................
—
Stock-based compensation .............
425
Restricted stock vested ...................
Cash dividend .................................
—
Stock options exercised, net of
—
—
—
—
5,659 $ 81,618 $
39,209
—
—
(8,033 )
—
689
(425 )
—
expense recognized .....................
Repurchase of common stock ........
Other comprehensive income, net
200,629
(169,785 )
3,802
(2,442 )
(985 )
—
—
(748 )
—
of taxes ........................................
—
Balance at December 31, 2019 ..... 20,030,866 $ 290,395 $
—
Net income .....................................
—
Stock-based compensation .............
425
Restricted stock vested ...................
Cash dividend .................................
—
Stock options exercised, net of
—
—
—
—
—
—
4,938 $ 112,046 $
32,928
—
—
(6,567 )
—
686
(425 )
—
expense recognized .....................
Repurchase of common stock ........
Other comprehensive income, net
56,498
(521,443 )
979
(7,538 )
(267 )
—
—
(313 )
of taxes ........................................
—
Balance at December 31, 2020 ..... 19,565,921 $ 284,261 $
—
Net income .....................................
Stock-based compensation .............
Restricted stock granted .................
Restricted stock vested ...................
Cash dividend .................................
Stock options exercised, net of
expense recognized .....................
Repurchase of common stock ........
Other comprehensive loss, net of
—
—
60,000
—
—
—
—
—
425
—
—
—
4,932 $ 138,094 $
—
1,086
—
(425 )
—
56,906
—
—
—
(9,947 )
302,745
(473,122 )
4,465
(6,816 )
(990 )
—
—
(3,724 )
taxes ............................................
—
Balance at December 31, 2021 ..... 19,455,544 $ 282,335 $
—
—
—
4,603 $ 181,329 $
The accompanying notes are an integral part of these consolidated financial statements
133
RBB BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2021, 2020 AND 2019
(In thousands)
Operating activities
Net income ....................................................................................................................... $
Adjustments to reconcile net income to net cash from Operating activities:
56,906 $
32,928 $
39,209
2021
2020
2019
Depreciation and amortization of premises and equipment .............................
Net accretion of securities, loans, deposits, and other ......................................
Unrealized loss (gain) on equity securities .......................................................
Amortization of investment in affordable housing tax credits .........................
Amortization of intangible assets .....................................................................
(Reversal of) Impairment loss on mortgage servicing rights ...........................
Amortization of right-of-use asset ....................................................................
Change in operating lease liabilities .................................................................
Provision for loan losses ...................................................................................
Stock-based compensation ...............................................................................
Deferred tax (benefit) expense .........................................................................
Gain on sale of securities ..................................................................................
Gain on sale of loans ........................................................................................
Loss on sale of OREO ......................................................................................
Gain on sale of fixed assets ..............................................................................
Increase in cash surrender value of life insurance ............................................
Loans originated and purchased for sale, net ...................................................
Proceeds from loans sold ..................................................................................
Other items .......................................................................................................
Net cash provided by operating activities .................................................
Investing activities
Securities available for sale:
Purchases ..................................................................................................................
Maturities, prepayments and calls ............................................................................
Sales .........................................................................................................................
Securities held to maturity:
Maturities, prepayments and calls ............................................................................
Redemption of Federal Home Loan Bank stock ..............................................................
Purchase of Federal Home Loan Bank stock and other equity securities, net .................
Net increase of investment in qualified affordable housing projects ..............................
Net increase in loans ........................................................................................................
Proceeds from sales of OREO .........................................................................................
Purchase of bank owned life insurance ...........................................................................
Net cash received in connection with acquisition ............................................................
Proceeds from sale of fixed assets ...................................................................................
Purchases of premises and equipment .............................................................................
Net cash used in investing activities .........................................................
Financing activities
Net increase (decrease) in demand deposits and savings accounts .................................
Net (decrease) decrease in time deposits .........................................................................
Net decrease in short-term FHLB advances ....................................................................
Advances on long-term FHLB advances .........................................................................
Cash dividends paid .........................................................................................................
Redemption of subordinated debentures .........................................................................
Issuance of subordinated debentures, net of issuance costs ............................................
Common stock repurchased, net of repurchased costs ....................................................
Exercise of stock options .................................................................................................
Net cash provided by (used in) financing activities ..................................
Net increase in cash and cash equivalents ................................................
Cash and cash equivalents at beginning of period ..................................................................
Cash and cash equivalents at end of period ............................................................................. $
Supplemental disclosure of cash flow information
Cash paid during the period:
Interest paid .............................................................................................................. $
Taxes paid ................................................................................................................
Non-cash investing and financing activities:
Transfer from loans to other real estate owned ........................................................
Loans transfer to held for sale, net ...........................................................................
Loan to facilitate OREO ..........................................................................................
Additions to servicing assets ....................................................................................
Net change in unrealized holding (loss) gain on securities available for sale .........
Recognition of operating lease right-of-use assets ..................................................
Recognition of operating lease liabilities .................................................................
Acquisition:
Assets acquired, net of cash received .......................................................................
Liabilities assumed ...................................................................................................
Cash considerations ..................................................................................................
Goodwill ...................................................................................................................
The accompanying notes are an integral part of these consolidated financial statements
134
1,943
(191 )
360
1,037
6,347
(417 )
5,245
(5,058 )
3,959
1,086
(1,093 )
—
(9,991 )
—
—
(1,067 )
(161,972 )
305,337
(256 )
202,175
(603,836 )
442,056
—
900
641
(5,839 )
(763 )
(315,551 )
—
(19,800 )
—
—
(1,989 )
(504,181 )
870,803
(120,178 )
—
—
(9,947 )
(50,000 )
118,111
(10,540 )
3,475
801,724
499,718
194,654
694,372 $
22,507 $
25,786
—
89,368
—
2,361
(3,957 )
(27,699 )
27,699
—
—
—
—
2,009
(3,328 )
—
979
5,812
417
—
—
11,823
686
(2,998 )
(210 )
(5,997 )
—
—
(767 )
(115,146 )
203,799
(5,493 )
124,514
(548,846 )
454,597
11,661
1,135
—
(3,135 )
(2,594 )
(361,252 )
—
—
6,634
—
(4,206 )
(446,006 )
163,674
34,415
—
150,000
(6,567 )
—
—
(7,851 )
712
334,383
12,891
181,763
194,654 $
36,186 $
13,475
—
24,425
1,008
1,715
1,264
—
—
182,895
200,209
32,885
10,680
1,914
(2,845 )
(147 )
900
4,856
—
—
—
2,390
689
1,503
(7 )
(9,893 )
106
(6 )
(775 )
(77,514 )
521,594
(5,506 )
476,468
(197,386 )
141,537
6,143
1,590
—
(6,933 )
(2,598 )
(161,426 )
1,053
—
—
17
(1,350 )
(219,353 )
(21,758 )
126,627
(319,500 )
—
(8,033 )
—
—
(3,190 )
2,817
(223,037 )
34,078
147,685
181,763
45,702
14,470
974
107,859
623
3,068
2,241
—
—
—
—
—
—
RBB BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2021, 2020 AND 2019
NOTE 1 - BUSINESS DESCRIPTION
RBB Bancorp is a financial holding company registered under the Bank Holding Company Act of 1956, as amended. RBB
Bancorp’s principal business is to serve as the holding company for its wholly-owned banking subsidiaries, Royal Business
Bank ("Bank") and RBB Asset Management Company ("RAM"), collectively referred to herein as "the Company". At
December 31, 2021, the Company had total assets of $4.2 billion, gross consolidated loans (held for investment and held for
sale) of $2.9 billion, total deposits of $3.4 billion and total stockholders' equity of $466.7 million. On July 31, 2017, the
Company completed its initial public offering of 3,750,000 shares at a price to the public of $23.00 per share. The Company’s
stock trades on the Nasdaq Global Select Market under the symbol “RBB”.
The Bank provides business-banking services to the Chinese-American communities in Los Angeles County, Orange County,
Ventura County and in the Las Vegas, New York City metropolitan area, Chicago and Edison (New Jersey). Specific
services include remote deposit, E-banking, mobile banking, commercial and investor real estate loans, business loans and lines
of credit, Small Business Administration (“SBA”) 7A and 504 loans, mortgage loans, trade finance and a full range of
depository accounts.
The Company operates full-service banking offices in Arcadia, Cerritos, Diamond Bar, Irvine, Los Angeles, Monterey Park,
Oxnard, Rowland Heights, San Gabriel, Silver Lake, Torrance, and Westlake Village, California; Las Vegas, Nevada;
Manhattan, Brooklyn, Flushing and Elmhurst, New York; the Chinatown and Bridgeport neighborhoods of Chicago, Illinois;
Edison, New Jersey; and Honolulu, Hawaii. The Company's primary source of revenue is providing loans to customers, who
are predominately small and middle-market businesses and individuals.
The Company generates its revenue primarily from interest received on loans and leases and, to a lesser extent, from interest
received on investment securities. The Company also derives income from noninterest sources, such as fees received in
connection with various lending and deposit services, loan servicing, gain on sales of loans and wealth management services.
The Company’s principle expenses include interest expense on deposits and subordinated debentures, and operating expenses,
such as salaries and employee benefits, occupancy and equipment, data processing, and income tax expense.
As part of the FAIC acquisition, the Company acquired FAIB Capital Corp. (FAICC) that was formed on January 29, 2014.
FAICC is a real estate investment trust subsidiary of the Bank.
The Company has completed six bank acquisitions from July 8, 2011 through January 10, 2020, including the acquisition of
Pacific Global Bank Holdings, Inc. (“PGBH”) and its wholly-owned subsidiary, Pacific Global Bank (“PGB”), in which the
PGBH acquisition closed on January 10, 2020. PGB operated three branches in the Chicago neighborhoods of Chinatown and
Bridgeport. All of the Company’s acquisitions have been accounted for using the acquisition method of accounting and,
accordingly, the operating results of the acquired entities have been included in the consolidated financial statements from their
respective acquisition dates.
NOTE 2 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying consolidated financial statements and notes thereto of the Company have been prepared in accordance with
the rules and regulations of the Securities and Exchange Commission (“SEC”) for Form 10-K and conform to practices within
the banking industry and include all of the information and disclosures required by accounting principles generally accepted in
the United States of America (“GAAP”) for financial reporting.
135
Principles of Consolidation and Nature of Operations
The accompanying consolidated financial statements include the accounts of RBB Bancorp and its wholly-owned subsidiaries
Royal Business Bank ("Bank") and RBB Asset Management Company ("RAM"), collectively referred to herein as "the
Company". All significant intercompany transactions have been eliminated.
RBB Bancorp was formed in January 2011 as a bank holding company, and in 2018 changed to a financial holding company.
RAM was formed in 2012 to hold and manage problem assets acquired in business combinations.
In connection with the 2018 acquisition of FAIC, the Company acquired a real estate investment trust (“REIT”) as a subsidiary
of the Bank and is a New York State corporation. In addition to the REIT, the Company acquired four inactive subsidiaries:
FAIC Insurance Services (a New York corporation formed in 2006), P4G8, LLC, FAIB Reacquisitions I, LLC and FAIB REO
Acquisition II, LLC. FAIC Insurance services was dissolved in January 2020; the other three were dissolved in 2019.
We acquired three statutory business trusts: TFC Statutory Trust in 2016, FAIC Statutory Trust in 2018 and PGB Capital Trust
I in 2020. These trusts issued trust preferred securities representing undivided preferred beneficial interests in the assets of the
Trusts. The proceeds of these trust preferred securities were invested in certain securities issued by us, with similar terms to
the relevant series of securities issued by the Trusts, which we refer to as subordinated debentures.
RBB Bancorp has no significant business activity other than its investments in Royal Business Bank and RAM. Parent only
condensed financial information on RBB Bancorp is provided in Note 23.
Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities,
disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. It is reasonably possible our estimate of the allowance for loan losses and the fair value
of mortgage servicing rights could change as actual results could differ from those estimates.
Cash and Cash Equivalents
Cash and cash equivalents include cash and due from banks, term federal funds sold and interest-bearing deposits in other
financial institutions with original maturities of less than 90 days. Net cash flows are reported for customer loan and deposit
transactions and interest-bearing deposits in other financial institutions.
Cash and Due from Banks
Banking regulations require that banks maintain a percentage of their deposits as reserves in cash or on deposit with the Federal
Reserve Bank. There were no reserves required to be held as of December 31, 2021 and 2020. The Company maintains amounts
in due from bank accounts, which may exceed federally insured limits. The Company has not experienced any losses in such
accounts.
Interest-Earning Deposits in Other Financial Institutions
Interest-bearing deposits in other financial institutions not included in cash and cash equivalents are carried at cost and generally
mature in one year or less.
Investment Securities
Investment securities are classified as held to maturity and carried at amortized cost when management has the positive intent
and ability to hold them to maturity. Debt securities not classified as held to maturity are classified as available for sale.
Securities available for sale are carried at fair value, with unrealized holding gains and losses reported in other comprehensive
income, net of tax.
Interest income includes amortization of purchase premiums or discounts. Premiums and discounts on securities are amortized
on the level-yield method. Premiums are amoritized to the earlier of maturity or call date. Gains and losses on sales are recorded
on the trade date and determined using the specific identification method.
136
Management evaluates debt securities for other-than-temporary impairment ("OTTI") on at least a quarterly basis, and more
frequently when economic or market conditions warrant such an evaluation. For securities in an unrealized loss position,
management considers the extent and duration of the unrealized loss, and the financial condition and near-term prospects of
the issuer. Management also assesses whether it intends to sell, or it is more likely than not that it will be required to sell, a
security in an unrealized loss position before recovery of its amortized cost basis. If either of the criteria regarding intent or
requirement to sell is met, the entire difference between amortized cost and fair value is recognized as impairment through
earnings. For debt securities that do not meet the aforementioned criteria, the amount of impairment is split into two components
as follows; OTTI related to credit loss, which must be recognized in the income statement and; OTTI related to other factors,
which is recognized in other comprehensive income. The credit loss is defined as the difference between the present value of
the cash flows expected to be collected and the amortized cost basis.
Loans Held For Sale
Mortgage loans originated or acquired and intended for sale in the secondary market are carried at the lower of aggregate cost
or fair value, as determined by outstanding commitments from investors. Net unrealized losses, if any, are recorded as a
valuation allowance and charged to earnings. Loans held for sale consist primarily of first trust deed mortgages on single-
family residential properties located in California and New York.
Mortgage loans held for sale are generally sold with servicing rights retained. The carrying value of mortgage loans sold is
determined by reducing the amount allocated to the servicing right, when applicable. Gains and losses on sales of mortgage
loans are based on the difference between the selling price and the carrying value of the related loans sold.
Loans
Loans receivable that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are
reported at their outstanding unpaid principal balances reduced by any charge-offs or specific valuation accounts and net of
any deferred fees or costs on originated loans, or unamortized premiums or discounts on purchased loans. Loan origination fees
and certain direct origination costs are deferred and recognized in interest income using the level-yield method without
anticipating prepayments.
Premiums and discounts on loans purchased are grouped by type and certain common risk characteristics and amortized or
accreted as an adjustment of yield over the weighted-average remaining contractual lives of each group of loans, adjusted for
prepayments when applicable, using methodologies which approximate the interest method.
Loans on which the accrual of interest has been discontinued are designated as nonaccrual loans. The accrual of interest on
loans is discontinued when principal or interest is past due 90 days or when, in the opinion of management, there is reasonable
doubt as to collectability based on contractual terms of the loan. When loans are placed on nonaccrual status, all interest
previously accrued but not collected is reversed against current period interest income. Income on nonaccrual loans is
subsequently recognized only to the extent that cash is received and the loan's principal balance is deemed collectible. Interest
accruals are resumed on such loans only when they are brought current with respect to interest and principal and when, in the
judgment of management, the loans are estimated to be fully collectible as to all principal and interest.
Allowance for Loan Losses
The allowance for loan losses is a valuation allowance for probable incurred credit losses. Loan losses are charged against the
allowance when management believes the uncollectability of a loan balance is confirmed. Subsequent recoveries, if any, are
credited to the allowance. Management estimates the allowance balance required using past loan loss experience, the nature
and volume of the portfolio, information about specific borrower situations and estimated collateral values, economic
conditions, and other factors. Allocations of the allowance may be made for specific loans, but the entire allowance is available
for any loan that, in management's judgment, should be charged-off. Amounts are charged-off when available information
confirms that specific loans or portions thereof, are uncollectible. This methodology for determining charge-offs is consistently
applied to each segment.
137
The Company determines a separate allowance for each portfolio segment. The allowance consists of specific and general
reserves. Specific reserves relate to loans that are individually classified as impaired. A loan is impaired when, based on current
information and events, it is probable that the Company will be unable to collect all amounts due according to the contractual
terms of the loan agreement. Factors considered in determining impairment include payment status, collateral value and the
probability of collecting all amounts when due. Measurement of impairment is based on the expected future cash flows of an
impaired loan, which are to be discounted at the loan's effective interest rate, or measured by reference to an observable market
value, if one exists, or the fair value of the collateral for a collateral-dependent loan. The Company selects the measurement
method on a loan-by-loan basis except that collateral-dependent loans for which foreclosure is probable are measured at the
fair value of the collateral.
The Company recognizes interest income on impaired loans based on its existing methods of recognizing interest income on
nonaccrual loans. Loans, for which the terms have been modified resulting in a concession, and for which the borrower is
experiencing financial difficulties, are considered troubled debt restructurings and classified as impaired with measurement of
impairment as described above.
If a loan is impaired, a portion of the allowance is allocated so that the loan is reported, net, at the present value of estimated
future cash flows using the loan's existing rate or at the fair value of collateral if repayment is expected solely from the collateral.
General reserves cover non-impaired loans and are based on historical loss rates of peer institutions for each portfolio segment,
adjusted for the effects of qualitative or environmental factors that are likely to cause estimated credit losses as of the evaluation
date to differ from the portfolio segment's historical loss experience. Qualitative factors include consideration of the following:
changes in lending policies and procedures; changes in economic conditions, changes in the nature and volume of the portfolio;
changes in the experience, ability and depth of lending management and other relevant staff; changes in the volume and severity
of past due, nonaccrual and other adversely graded loans; changes in the loan review system; changes in the value of the
underlying collateral for collateral-dependent loans; concentrations of credit and the effect of other external factors such as
competition and legal and regulatory requirements.
Portfolio segments identified by the Company include real estate, commercial and other loans. Relevant risk characteristics for
these portfolio segments generally include debt service coverage, loan-to-value ratios, and financial performance.
Certain Acquired Loans
As part of business acquisitions, the Company acquires certain loans that have shown evidence of credit deterioration since
origination. These acquired loans are recorded at the allocated fair value, such that there is no carryover of the seller's allowance
for loan losses. Such acquired loans are accounted for individually. The Company estimates the amount and timing of expected
cash flows for each purchased loan, and the expected cash flows in excess of the allocated fair value is recorded as interest
income over the remaining life of the loan (accretable yield). The excess of the loan's contractual principal and interest over
expected cash flows is not recorded (non-accretable difference). Over the life of the loan, expected cash flows continue to be
estimated. If the present value of expected cash flows is less than the carrying amount, a loss is recorded through the allowance
for loan losses. If the present value of expected cash flows is greater than the carrying amount, it is recognized as part of future
interest income.
Servicing Rights
When mortgage and SBA loans are sold with servicing retained, servicing rights are initially recorded at fair value with the
income statement effect recorded in gains on sales of loans. Fair value is based on a valuation model that calculates the present
value of estimated future net servicing income. All classes of servicing assets are subsequently measured using the amortization
method which requires servicing rights to be amortized into noninterest income in proportion to, and over the period of, the
estimated future net servicing income of the underlying loans.
Servicing rights are evaluated for impairment based upon the fair value of the rights as compared to carrying amount.
Impairment is recognized through a valuation allowance for an individual grouping, to the extent that fair value is less than the
carrying amount. If the Company later determines that all or a portion of the impairment no longer exists for a particular
grouping, a reduction of the allowance may be recorded as an increase to income.
Servicing fee income, which is reported on the income statement as loan servicing fees, net of amortization, is recorded for
fees earned for servicing loans. The fees are based on a contractual percentage of the outstanding principal. The amortization
of mortgage servicing rights is netted against loan servicing fee income.
138
Transfers of Financial Assets
Transfers of financial assets are accounted for as sales, when control over the assets has been relinquished. Control over
transferred assets is deemed to be surrendered when the assets have been isolated from the Company, the transferee obtains the
right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and
the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before
their maturity.
Gains on sales of mortgage, SBA and CRE loans totaled $10.0 million, $6.0 million, and $9.9 million in 2021, 2020 and 2019,
respectively. Gains on sale of mortgage loans totaled $7.9 million, $5.2 million, and $8.2 million, and gains on sale of SBA
loans totaled $2.1 million, $754,000, and $1.5 million in 2021, 2020, and 2019, respectively. Gains on sale of CRE totaled
none in 2021 and 2020 and $152,000 in 2019.
Premises and Equipment
Land is carried at cost. Premises, leasehold improvements and equipment are carried at cost less accumulated depreciation and
amortization. Depreciation is computed using the straight-line method over the estimated useful lives, which is thirty years for
premises and ranges from three to ten years for leasehold improvements and equipment. Leasehold improvements are amortized
using the straight-line method over the estimated useful lives of the improvements or the remaining lease term, whichever is
shorter. Expenditures for betterments or major repairs are capitalized and those for ordinary repairs and maintenance are
charged to operations as incurred.
Operating Lease ROU Assets and Lease Liabilities
Operating lease ROU assets and lease liabilities are included in other assets and other liabilities, respectively, on the Company’s
consolidated balance sheet. The Company uses its incremental borrowing rate, factoring in the lease term, to determine the
lease liability, which is measured at the present value of future lease payments. The ROU asset, at adoption of this ASU, was
recorded at the amount of the lease liability plus any prepaid rent and initial direct costs, less any lease incentives and accrued
rent. The lease terms include periods covered by options to extend or terminate the lease depending on whether the Company
is reasonably certain to exercise such options.
Other Real Estate Owned
Real estate acquired by foreclosure or deed in lieu of foreclosure is recorded at fair value at the date of foreclosure, establishing
a new cost basis by a charge to the allowance for loan losses, if necessary. Other real estate owned is carried at the lower of the
Company's carrying value of the property or its fair value, less estimated carrying costs and costs of disposition. Fair value is
based on current appraisals less estimated selling costs. Any subsequent write-downs are charged against operating expenses
and recognized as a valuation allowance. Operating expenses and related income of such properties and gains and losses on
their disposition are included in other operating income and expenses.
Goodwill and Other Intangible Assets
Goodwill is generally determined as the excess of the fair value of the consideration transferred, plus the fair value of any
noncontrolling interests in the acquiree, over the fair value of the net assets acquired and liabilities assumed as of the acquisition
date. Goodwill resulting from whole bank acquisitions is not amortized, but tested for impairment at least annually. The
Company has selected December 31 as the date to perform the annual impairment test. Goodwill amounted to $69.2 million
and $69.2 million as of December 31, 2021 and 2020, respectively, and is the only intangible asset with an indefinite life on
the balance sheet. No impairment was recognized on goodwill during 2021 and 2020.
Other intangible assets consist of core deposit intangible ("CDI") assets arising from whole bank acquisitions. CDI assets are
amortized on an accelerated method over their estimated useful life of 8 to 10 years. CDI was recognized in the 2013 acquisition
of Los Angeles National Bank, in the 2016 acquisition of TFC Holding Company, in the 2018 acquisition of FAIC and in the
2020 acquisition of PGBH. The unamortized balance as of December 31, 2021 and 2020 was $4.1 million and $5.2 million,
respectively. Accumulated amortization as of December 31, 2021 and 2020 was $5.7 million and $4.5 million, respectively.
CDI amortization expense was $1.1 million, $1.4 million, and $1.5 million in 2021, 2020 and 2019, respectively.
139
Estimated CDI amortization expense for the next 5 years is as follows:
(dollars in thousands)
Year ending December 31:
2022 .................................................................................................................................................................. $
2023 ..................................................................................................................................................................
2024 ..................................................................................................................................................................
2025 ..................................................................................................................................................................
2026 ..................................................................................................................................................................
Thereafter .........................................................................................................................................................
Total ................................................................................................................................................................. $
936
800
683
589
432
635
4,075
Bank Owned Life Insurance
The Company has purchased life insurance policies on a select group of employees and directors. Bank owned life insurance
(“BOLI”) is recorded at the amount that can be realized under the insurance contract at the balance sheet date, which is the
cash surrender value adjusted for other charges or other amounts due that are probable at settlement. Increases of the cash value
of these policies, as well as insurance proceeds received, are recorded in the other noninterest income and are not subject to
income tax for as long as they are held for the life of the covered employee and director.
FHLB Stock and Other Equity Securities
The Company is a member of the FHLB system. Members are required to own a certain amount of stock based on the level of
borrowings and other factors, and may invest in additional amounts. FHLB stock is carried at cost, classified as a restricted
security, and periodically evaluated for impairment based on ultimate recovery of par value. Both cash and stock dividends are
reported as income.
The Company also owns equity investment in banker’s bank stock. The Company adopted ASU 2016-01 on January 1, 2019,
and elected the measurement alternative for measuring equity securities without readily determinable fair values at cost less
impairment, plus or minus observable price changes in orderly transactions.
As of December 31, 2021 the Company had several CRA equity investments without readily determinable fair values in the
amount of $20.0 million, and $14.9 million at December 31, 2020.
Stock-Based Compensation
Stock option compensation expense is calculated based on the fair value of the award at the grant date for those options expected
to vest and is recognized as an expense over the vesting period of the grant using the straight-line method. The Company uses
the Black-Scholes option pricing model to estimate the value of granted options. This model takes into account the option
exercise price, the expected life, the current price of the underlying stock, the expected volatility of the Company’s stock,
expected dividends on the stock and a risk-free interest rate. The Company estimates the expected volatility based on the
Company’s historical stock prices for the period corresponding to the expected life of the stock options. Restricted stock units
are valued at the closing price of the Company’s stock on the date of the grant. Compensation cost is recognized for stock
options and restricted stock awards issued to employees and directors, based on the fair value of these awards. This cost is
recognized over the period which an employee is required to provide services in exchange for the award, generally defined as
the vesting period. When the options are exercised, the Company’s policy is to issue new shares of stock. The Company’s
accounting policy is to recognize forfeitures as they occur.
Income Taxes
The Company files its income taxes on a consolidated basis with its subsidiaries. The allocation of income tax expense
represents each entity’s proportionate share of the consolidated provision for income taxes. Income tax expense is the total of
the current year income tax due or refundable and the change in deferred tax assets and liabilities. Deferred tax assets and
liabilities are the expected future tax amounts for the temporary differences between carrying amounts and tax bases of assets
and liabilities, computed using enacted tax rates. A valuation allowance, if needed, reduces deferred tax assets to the amount
expected to be realized. Tax effects from an uncertain tax position are recognized in the financial statements only if, based on
its merits, the position is more likely than not to be sustained on audit by the taxing authorities. Interest and penalties related
to uncertain tax positions are recorded as part of income tax expense.
140
Retirement Plans
The Company established a 401(k) plan in 2010. The Company contributed $532,000, $424,000, and $570,000 in 2021,
2020 and 2019, respectively.
Comprehensive Income
Comprehensive income consists of net income and other comprehensive income. Other comprehensive income includes
unrealized gains and losses on securities available for sale.
Financial Instruments
In the ordinary course of business, the Company has entered into off-balance sheet financial instruments consisting of
commitments to extend credit, commercial letters of credit, and standby letters of credit as described in Note 13. Such financial
instruments are recorded in the financial statements when they are funded.
Derivatives
Interest Rate Lock Commitments (IRLCs) are agreements under which the Company agrees to extend credit to a borrower under
certain specified terms and conditions in which the interest rate and the maximum amount of the loan are set prior to funding.
Under the agreement, the Company commits to lend funds to a potential borrower (subject to the Company’s approval of the
loan) on a fixed or adjustable rate basis, regardless of whether interest rates change in the market, or on a floating rate basis. As
such, outstanding IRLCs are subject to interest rate risk and related price risk during the period from the date of issuance
through the date of loan funding, cancelling or expiration. Loan commitments generally range between 30 and 90 days;
however, the borrower is not obligated to obtain the loan. The Company is subject to fallout risk related to IRLCs , which is
realized if approved borrowers choose not to close on the loans within the terms of the IRLCs. The Company uses best efforts
commitments to substantially eliminate these risks. Historical commitment-to-closing ratios are considered to estimate the
quantity of mortgage loans that will fund within the terms of the IRLCs.
The FASB Accounting Standards Codification (“FASB ASC”) provides that IRLCs on mortgage loans that will be held for
resale are derivatives and must be accounted for at fair value on the balance sheet (if material). FASB ASC Topic 820 – Fair
Value Measurements and Disclosures specifies how these derivatives are to be valued. Commitments to originate mortgage
loans to be held for investment and other types of loans are generally not derivatives. Consequently, the Company has elected
to account for these obligations at fair value.
Forward Mortgage Loan Sale Contracts (FMLSC) were utilized to avoid interest rate risk at the time an interest rate lock
commitment is made to the buyer. The Company is subject to interest rate and price risk on its mortgage loans held for sale
from the loan funding date until the date the loan is sold. Best efforts commitments which fix the forward sales price that will
be realized in the secondary market are used to eliminate the interest rate and price risk to the Company. The buyer can enter
into mortgage loan sales commitments on a “mandatory” or “best efforts” basis. Mandatory commitments provide that the loan
must be delivered or the commitment be “paired off”. In general, best efforts commitments provide that the loan be delivered
if and when it closes. Mandatory delivery commitments, also known as forward loan sales commitments, are considered to be
derivatives under FASB ASC Topic 815 (Derivatives and Hedging) because they meet all of the following criteria:
●
●
●
●
They have a specified underlying (the contractually specified price for the loans)
They have a notional amount (the committed loan principal amount)
They require little or no initial net investment
They require or permit net settlement as the institution via a pair-off transaction or the payment of a pair-off fee.
141
Earnings Per Share ("EPS")
Basic and diluted EPS are calculated using the two-class method since the Company has issued share-based payment awards
considered participating securities because they entitle holders the rights to dividends during the vesting term. The two-class
method is an earnings allocation formula that determines net income per share for each class of common stock and participating
security according to dividends declared and participation rights in undistributed earnings. Basic EPS excludes dilution and is
computed by dividing income available to common shareholders by the weighted-average number of common shares
outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue
common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in
the earnings of the entity.
Fair Value Measurement
Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or
most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement
date. Current accounting guidance establishes a fair value hierarchy, which requires an entity to maximize the use of observable
inputs and minimize the use of unobservable inputs when measuring fair value. There are three levels of inputs that may be
used to measure fair values:
Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as
of the measurement date.
Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities;
quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market
data.
Level 3: Significant unobservable inputs that reflect the Company's own assumptions about the assumptions that market
participants would use in pricing an asset or liability.
See Note 18 and Note 19 for more information and disclosures relating to the Company's fair value measurements.
Operating Segments
Management has determined that since generally all of the banking products and services offered by the Company are available
in each branch of the Bank, all branches are located within the same economic environment and management does not allocate
resources based on the performance of different lending or transaction activities, it is appropriate to aggregate the Bank branches
and report them as a single operating segment.
Recent Accounting Pronouncements
When RBB conducted its IPO in 2017, we qualified as an emerging growth company (“EGC”). We will remain an EGC until
the earliest of (i) the end of the fiscal year during which we have total annual gross revenues of $1.0 billion or more, (ii) the
end of the fiscal year following the fifth anniversary of the completion of our IPO, (iii) the date on which we have, during the
previous three-year period, issued more than $1.0 billion in non-convertible debt and (iv) the date on which we are deemed to
be a “large accelerated filer” under the Securities Exchange Act of 1934, as amended. We will no longer qualify as an EGC on
December 31, 2022. EGCs are entitled to reduced regulatory and reporting requirements under the Securities Act and the
Exchange Act.
In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU" or “Update”)
2014-09, Revenue from Contracts with Customers (Topic 606). This Update requires an entity to recognize revenue as
performance obligations are met, in order to reflect the transfer of promised goods or services to customers in an amount that
reflects the consideration the entity is entitled to receive for those goods or services. The following steps are applied in the
updated guidance: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3)
determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5)
recognize revenue when, or as, the entity satisfies a performance obligation. These amendments are effective for public business
entities for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period.
Our revenue is primarily comprised of net interest income on financial assets and financial liabilities, which is explicitly
excluded from the scope of ASU 2014-09, and non-interest income. Accordingly, the majority of the Company’s revenues will
not be affected. In addition, the standard does not materially impact the timing or measurement of the Company’s revenue
recognition as it is consistent with the Company’s existing accounting for contracts within the scope of the standard. As an
emerging growth company, the Company adopted ASU 2014-09 as of January 1, 2019, utilizing the modified prospective
approach. Refer to Note 20 - Revenue from Contracts with Customers.
142
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The most significant change for lessees is the
requirement under the new guidance to recognize right-of-use assets and lease liabilities for all leases not considered short-
term leases, which is generally defined as a lease term of less than 12 months. This change will result in lessees recognizing
right-of-use assets and lease liabilities for most leases currently accounted for as operating leases under current lease accounting
guidance. The amendments in this Update are effective for annual periods beginning after December 15, 2020 and for interim
periods beginning after December 15, 2021, for an EGC as the effective date was deferred by the FASB. The Company early
adopted this ASU on January 1, 2021 and recorded the right-of-use asset and lease liability of $26.8 million.
In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instrument (Topic 326), including
subsequent amending ASUs. This ASU significantly changes how entities will measure credit losses for most financial assets
and certain other instruments that are not measured at fair value through net income. The standard will replace today's "incurred
loss" approach with an "expected loss" model. The new model, referred to as the current expected credit loss ("CECL") model,
will apply to: (1) financial assets subject to credit losses and measured at amortized cost, and (2) certain off-balance sheet credit
exposures. This includes, but is not limited to, loans, leases, held to maturity securities, loan commitments, and financial
guarantees. For available for sale (“AFS”) debt securities with unrealized losses, entities will measure credit losses in a manner
similar to what they do today, except that the losses will be recognized as allowances rather than reductions in the amortized
cost of the securities. ASU 2016-13 also expands the disclosure requirements regarding an entity's assumptions, models, and
methods for estimating the allowance for loan and lease losses. In addition, public business entities will need to disclose the
amortized cost balance for each class of financial asset by credit quality indicator, disaggregated by the year of origination.
ASU 2016-13 was originally proposed to be effective for interim and annual reporting periods for an emerging growth company
beginning after December 15, 2020. Entities will apply the standard's provisions as a cumulative-effect adjustment to retained
earnings as of the beginning of the first reporting period in which the guidance is effective (i.e., modified retrospective
approach). The Company has begun its evaluation of the impact of the implementation of ASU 2016-13. The implementation
of the provisions of ASU 2016-13 will most likely impact the Company’s consolidated financial statements as to the level of
reserves that will be required for credit losses. The Company will continue to assess the potential impact that this Update will
have on the Company’s consolidated financial statements. The Company will adopt CECL (ASU 2016-13) on December 31,
2022.
In February 2019, the U.S. federal bank regulatory agencies approved a final rule modifying their regulatory capital rules and
providing an option to phase in over a three year period the day-one adverse regulatory capital effects of ASU 2016-13.
Additionally, in March 2020, the U.S. federal bank regulatory agencies issued an interim final rule that provides banking
organizations an option to delay the estimated CECL impact on regulatory capital for an additional two years for a total
transition period of up to five years to provide regulatory relief to banking organizations to better focus on supporting lending
to creditworthy households and businesses in light of recent strains on the U.S. economy as a result of the novel coronavirus
disease 2019 ("COVID-19") pandemic. As a result, entities will have the option to gradually phase in the full effect of CECL
on regulatory capital over a five-year transition period.
In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other (Topic 350). This Update simplifies how
an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Step 2 measures
a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that
goodwill. The amendments in this Update are required for public business entities and other entities that have goodwill reported
in their financial statements and have not elected the private company alternative for the subsequent measurement of goodwill.
As a result, under this Update, “an entity should perform its annual, or interim, goodwill impairment test by comparing the fair
value of a reporting unit with its carrying amount and should recognize an impairment charge for the amount by which the
carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of
goodwill allocated to that reporting unit.” The Company will adopt this ASU on December 31, 2022. Adoption of ASU 2017-
04 is not expected to have a significant impact on the Company’s consolidated financial statements.
In June 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to
Nonemployee Share-Based Payment Accounting. The amendments in this Update expand the scope of Topic 718 to include
share-based payment transactions for acquiring goods and services from non-employees. An entity should apply the
requirements of Topic 718 to non-employee awards except for specific guidance on inputs to an option pricing model and the
attribution of cost (that is, the period of time over which share-based payment awards vest and the pattern of cost recognition
over that period). The amendments specify that Topic 718 applies to all share-based payment transactions in which a grantor
acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The
amendments also clarify that Topic 718 does not apply to share-based payments used to effectively provide (1) financing to the
issuer or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under
Topic 606, Revenue from Contracts with Customers. For emerging growth companies, the amendments are effective for fiscal
years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. This
Update has the potential to only impact share-based payments to the Company’s non-employees. The Company adopted this
ASU on January 1, 2020 and this ASU did not have a material impact on the Company’s consolidated financial statements.
143
In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to
the Disclosure Requirements for Fair Value Measurement. The amendments in this Update modify the disclosure requirements
on fair value measurements in Topic 820, Fair Value Measurement, based on the concepts in the Concepts Statement, including
the consideration of costs and benefits. These disclosure requirements were removed from the topic: (1) The amount of and
reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, (2) the policy for timing of transfers between
levels, and (3) the valuation processes for Level 3 fair value measurements. These disclosure requirements were modified: (1)
For investments in certain entities that calculate net asset value, an entity is required to disclose the timing of liquidation of an
investee’s assets and the date when restrictions from redemption might lapse only if the investee has communicated the timing
to the entity or announced the timing publicly, and (2) the amendments clarify that the measurement uncertainty disclosure is
to communicate information about the uncertainty in measurement as of the reporting date. The following disclosure
requirements were added: (1) The changes in unrealized gains and losses for the period included in other comprehensive income
for recurring Level 3 fair value measurements held at the end of the reporting period, (2) the range and weighted average of
significant unobservable inputs used to develop Level 3 fair value measurements. For certain unobservable inputs, an entity
may disclose other quantitative information (such as the median or arithmetic average) in lieu of the weighted average if the
entity determines that other quantitative information would be a more reasonable and rational method to reflect the distribution
of unobservable inputs used to develop Level 3 fair value measurements. In addition, the amendments eliminate “at a minimum”
from the phrase “an entity shall disclose at a minimum to promote the appropriate exercise of discretion by entities when
considering fair value measurement disclosures and to clarify that materiality is an appropriate consideration of entities and
their auditors when evaluating disclosure requirements”. The amendments in this Update are effective for emerging growth
companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The amendments
on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop
Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for
only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be
applied retrospectively to all periods presented upon their effective date. Early adoption is permitted upon issuance of this
Update. An entity is permitted to early adopt any removed or modified disclosures upon issuance of this Update and delay
adoption of the additional disclosures until their effective date. As an EGC, RBB adopted this Update on January 1, 2020 and
it did not have a material impact on the Company’s consolidated financial statements.
In August 2018, the FASB issued ASU 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):
Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract.
This Update provides additional guidance to ASU 2015-05, “Intangibles—Goodwill and Other—Internal-Use Software
(Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement” (CCA), on the accounting for
implementation, setup, and other upfront costs (collectively referred to as implementation costs) apply to entities that are a
customer in a hosting arrangement. This Update applies to entities that are a customer in a hosting arrangement, which is a
service contract. Costs for implementation activities in the application development stage are capitalized depending on the
nature of the costs, while costs incurred during the preliminary project and post-implementation stages are expensed as the
activities are performed. This Update also require the customer to expense the capitalized implementation costs of a hosting
arrangement that is a service contract over the term of the hosting arrangement. This Update is effective for an EGC for annual
reporting periods beginning after December 15, 2020, and interim periods within annual periods beginning after December 15,
2021. Early adoption of the amendments in this Update is permitted, including adoption in any interim period, for all entities.
The amendments in this Update should be applied either retrospectively or prospectively to all implementation costs incurred
after the date of adoption. This Update could be material should RBB incur implementation costs for a CCA that is a service
contract.
In November 2019, the FASB issued ASU 2019-08, Compensation—Stock Compensation (Topic 718) and Revenue from
Contracts with Customers (Topic 606), Codification Improvements—Share-Based Consideration Payable to a Customer. This
ASU will affect companies that issue share-based payments (e.g., options or warrants) to their customers. In June 2018, the
FASB issued ASU 2018-07 that expanded the scope of Topic 718, Compensation—Stock Compensation, to include share-
based payments to non-employees in exchange for goods and services. That ASU substantially aligned the accounting for share-
based payments to non-employees and employees. However, it required share-based payments to nonemployee customers to
be accounted for under Topic 606, Revenue from Contracts with Customers, as a reduction of revenue, similar to other sales
incentives (such as coupons and rebates). While that ASU provided guidance on the income statement classification of
payments to customers (as a reduction of revenue), that ASU did not specify when to measure such awards or how to classify
awards on the balance sheet (for example as a liability or as equity). To address diversity in these areas, the new guidance
requires companies to measure and classify (on the balance sheet) share-based payments to customers by applying the guidance
in Topic 718. As a result, the amount recorded as a reduction in revenue would be measured based on the grant-date fair value
of the share-based payment. ASU 2019-08 is effective for entities that have not yet adopted the amendments in ASU 2018-07,
the amendments in ASU 2019-08 are effective for an EGC in fiscal years beginning after December 15, 2019, and interim
periods within fiscal years beginning after December 15, 2020. The Company adopted the ASU as of December 31, 2019 and
this ASU did not have a material impact on the Company’s financial statements as the Company has not issued share-based
payments to non-employees, except for non-employee members of the board of directors.
144
In November 2019, the FASB issued ASU 2019-10, Financial Instruments—Credit Losses (Topic 326), Derivatives and
Hedging (Topic 815), and Leases (Topic 842), Effective Dates. In July 2017, British banking regulators announced plans to
eliminate the LIBOR rate by the end of 2021. The purpose of the ASU is to facilitate the effects of reference rate reform on
financial reporting. It provides temporary, optional expedients and exceptions related to applying U.S. GAAP to contract
modifications, hedging relationships, fair value hedges, and other transactions affected by reference rate reform. The ASU
applies only to contracts or hedging relationships that reference LIBOR or another reference rate expected to be discontinued
due to reference rate reform. Regulators have established an Alternative Reference Rate Committee to assist with this change.
The Company has loans, long-term debt and subordinated debt that have interest rates that reference LIBOR. Of the Company’s
$2.9 billion in total gross loans as of December 31, 2021, approximately 8% have a LIBOR based reference rate. The Company
has several LIBOR based debt issues, refer to Notes 9 and 10 of the consolidated financial statements. At this point in time,
SOFR is the alternative reference rate we plan to adopt as the replacing index rate for USD LIBOR. The Company will continue
to assess the potential impact that this ASU will have on the Company’s consolidated financial statements.
In January 2020, the FASB issued ASU 2020-01, “Investments—Equity Securities (Topic 321), Investments—Equity Method
and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815).” This ASU is for equity securities accounted for by
the equity method. The amendment clarifies that an entity should consider observable transactions that require it to either apply
or discontinue the equity method of accounting for the purposes of applying the measurement alternative in accordance with
Topic 321 immediately before applying or upon discontinuing the equity method. The Company has equity securities on our
balance sheet but are not material to be considered for the equity method. For an EGC, this ASU is effective for fiscal years
beginning after December 15, 2021, and interim periods within those fiscal years.
In February 2020, the FASB issued ASU 2020-02, “Financial Instruments—Credit Losses (Topic 326) and Leases (Topic
842)—Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on
Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842) (SEC Update)”. This is an
amendment to add the SEC Staff guidance on CECL) to the FASB codification. It contains guidance on what the SEC would
expect the Company to perform and document when measuring and recording its allowance for credit losses for financial assets
recorded at amortized cost. As an EGC, the Company will implement CECL on December 31, 2022.
In March 2020, the FASB issued ASU 2020-03, “Codification Improvements to Financial Instruments”. The ASU clarifies the
accounting and disclosure guidance in various codification topics for financial instruments. In particular, the amendments (1)
clarify certain disclosure requirements, including fair value option disclosures, (2) add cross-references in U.S. GAAP to clarify
certain guidance, (3) make clear the applicability of the portfolio exception in ASC 820, Fair Value Measurement, to
nonfinancial items, (4) clarify the determination of the contractual life of a net investment in leases in estimating expected
credit losses under ASC 326, Financial Instruments – Credit Losses, and (5) explain the interaction between the guidance in
ASC 860-20, Transfers and Servicing: Sales of Financial Assets, and ASC 326. For RBB as an EGC, issues 1, 2, 4 and 5 were
adopted January 1, 2020. The amendment related to Issue 3 is a conforming amendment that affects the guidance in the
amendments in ASU 2019-04. We determined the financial impact on the Company’s consolidated financial statements was
not material.
In March 2020, the FASB issued ASU 2020-04, "Reference Rate Reform (Topic 848), Facilitation of the Effects of Reference
Rate Reform on Financial Reporting," which provides temporary optional expedients to ease the financial reporting burdens of
the expected market transition from London Interbank Offered Rate (“LIBOR”) to an alternative reference rate such as Secured
Overnight Financing Rate (“SOFR”). This pronouncement is applicable to all companies with contracts or hedging relationships
that reference an interest rate that is expected to be discontinued. The ASU provides companies with optional guidance to ease
the potential accounting burden associated with transitioning away from reference rates that are expected to be discontinued.
Companies can apply the ASU immediately. However, the guidance will only be available for a limited time (generally through
December 31, 2022). For contract modifications, companies can account for the modification as a continuation of the existing
contract without additional analysis. For held-to-maturity (“HTM”) debt securities, one-time sale and/or transfer to available-
for-sale or trading may be made for HTM debt securities that both reference an eligible reference rate and were classified as
HTM before January 1, 2020. Regarding the effective date and transition: (1) companies can apply the ASU as of the beginning
of the interim period that includes March 12, 2020 (e.g. January 1, 2020 for calendar year-end companies) or any date thereafter,
(2) the ASU applies prospectively to contract modifications and hedging relationships, and (3) the one-time election to sell
and/or transfer debt securities classified as HTM may be made at any time after March 12, 2020. The optional relief generally
does not apply to contract modifications made, sales and transfers of HTM debt securities, and hedging relationships entered
into or evaluated after December 31, 2022. The guidance was effective upon issuance and generally can be applied through
December 31, 2022. The LIBOR termination deadline (except for the 1-week and 2-month indexes) is June 30,
2023. No LIBOR indexed loans are being originated. The Company's current plan is to convert LIBOR to SOFR for all loans
indexed under LIBOR by June 30, 2023. Of the Company’s $2.9 billion in total gross loans as of December 31, 2021,
approximately 8% have a LIBOR based reference rate. The Company has several issuances of LIBOR based long-term debt
and subordinated debentures. Refer to Notes 9 and 10 of the Company’s consolidated financial statements included in this
Form 10-K. We are currently evaluating this guidance to determine the financial impact on the Company’s consolidated
financial statements.
145
In June 2020, the FASB issued ASU 2020-05, “Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842):
Effective Dates for Certain Entities”. This ASU allows for the deferral of the effective dates of ASC 606 and ASC 842
(including amendments issued after the issuance of the original Update) to provide immediate, near-term relief for certain
entities for whom these Updates are either currently effective or imminently effective. The Company has already implemented
Topic 606 and Topic 842 on January 1, 2021.
The FASB issued ASU 2021-08, "Accounting for Contract Assets and Contract Liabilities" in October 2021, to require an
acquirer to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with
revenue recognition guidance as if the acquirer had originated the contract. That is, such acquired contracts will not be measured
at fair value. The ASU is potentially material to RBB, depending on the materiality of an acquired contract asset or
liability. The Update is effective for public companies in fiscal years starting after December 15, 2022. Early adoption is
permitted. This ASU will be effective for RBB on January 1, 2023.
The FASB issued ASU2021-10 "Disclosures by Business Entities about Government Assistance" in November 2021. The
amendments in this Update require the annual disclosures about transactions with a government that are accounted for by
applying a grant or contribution accounting model by analogy. This Update is applicable to RBB and will be adopted January
1, 2022.
NOTE 3 – ACQUISITIONS
Completion of Acquisition of Certain Assets and Liabilities of the Honolulu, Hawaii Branch Office of Bank of the Orient
On January 14, 2022, the Company completed the acquisition of the Honolulu, Hawaii branch office the Bank of the Orient on
January 14, 2022. Royal Business Bank acquired all the premises and equipment at the Branch, all deposits totaling
approximately $81.7 million, selected performing loans totaling approximately $7.4 million, an estimated premium of
approximately $3.0 million, for a total consideration of approximately $71.0 million. The transaction acquired all necessary
regulatory approvals.
Agreement to Acquire Gateway Bank, F.S.B.
On December 28, 2021, RBB Bancorp announced that it entered into a definitive agreement to acquire Gateway Bank, F.S.B.
("Gateway Bank") in a cash transaction valued at approximately $22.9 million, subject to certain terms and conditions,
including customary holdbacks if certain contingencies are not met, and other possible adjustments as contained in the definitive
agreement.
Gateway Bank, a commercial bank based in Oakland, California, had total assets of $172.4 million, total gross loans of $123.1
million, total deposits of $147.5 million, and total tangible equity of $15.5 million as of September 30, 2021. Principally serving
the Asian-American communities in the San Francisco Bay Area, Gateway Bank has one branch located in Oakland’s
Chinatown neighborhood, offering consumer and business banking and loan products and services.
All regulatory applications have been filed, and we are waiting for the regulatory agencies to make a decision.
PGB Holdings, Inc. Acquisition:
On January 10, 2020, the Company acquired all the assets and assumed all the liabilities of PGBH and its wholly owned bank
subsidiary, in exchange for cash of $32.9 million. PGBH operated three branches in the Chicago, Illinois metropolitan area.
The Company acquired PGBH to strategically establish a presence in the Chicago area. Goodwill in the amount of $10.7 million
was recognized in this acquisition. Goodwill represents the future economic benefits arising from net assets acquired that are
not individually identified and separately recognized and is attributable to synergies expected to be derived from the
combination of the two entities. Goodwill is not deductible for income tax purposes.
146
The following table represents the assets acquired and liabilities assumed of PGBH as of January 10, 2020 and the fair value
adjustments and amounts recorded by the Company through 2020 under the acquisition method of accounting:
PGBH
Book Value
Fair Value
Adjustments
Fair
Value
(dollars in thousands)
Assets acquired
Cash and cash equivalents ................................................................... $
Fed funds sold .....................................................................................
Interest-bearing deposits in other financial Institutions ......................
Loans, gross ........................................................................................
Allowance for loan losses ...................................................................
Bank premises and equipment ............................................................
Core deposit premium .........................................................................
Investment in trust ...............................................................................
Other assets .........................................................................................
Total assets acquired ......................................................................... $
Liabilities assumed
Deposits ............................................................................................... $
Escrow Payable ...................................................................................
Subordinated debentures .....................................................................
Deferred income taxes ........................................................................
Other liabilities ....................................................................................
Total liabilities assumed ...................................................................
Excess of assets acquired over liabilities assumed .............................
$
Cash paid .............................................................................................
Goodwill recognized ...........................................................................
17,033 $
8,300
14,186
172,443
(2,265 )
6,394
—
155
1,687
217,933 $
187,393 $
4,277
5,155
1,016
1,211
199,052
18,881
217,933 $
— $
—
—
666
2,265
1,639
491
—
(580 )
4,481 $
969 $
—
(763 )
1,335
(384 )
1,157
3,324
4,481
$
17,033
8,300
14,186
173,109
—
8,033
491
155
1,107
222,414
188,362
4,277
4,392
2,351
827
200,209
22,205
32,885
10,680
The Company accounted for this transaction under the acquisition method of accounting in accordance with ASC 805, Business
Combinations, which requires purchased assets and liabilities assumed to be recorded at their respective fair values at the date
of acquisition.
The loan portfolio of PGBH was recorded at fair value at the date of acquisition with the assistance of a third-party valuation.
A valuation of PGBH’s loan portfolio was performed as of the acquisition date to assess the fair value of the loan portfolio.
The loan portfolio was segmented into two groups; loans with credit deterioration, of which there were none, and loans without
credit deterioration, and then split further by loan type. The fair value was calculated on an individual loan basis using a
discounted cash flow analysis. The discount rate utilized was based on a weighted average cost of capital, considering the cost
of equity and cost of debt. Also factored into the fair value estimates were loss rates, recovery period and prepayment rates
based on industry standards.
The Company also determined the fair value of the core deposit intangible, securities and deposits with the assistance of third-
party valuations.
The core deposit intangible on non-maturing deposits was determined by evaluating the underlying characteristics of the deposit
relationships, including customer attrition, deposit interest rates, service charge income, overhead expense and costs of
alternative funding. Since the fair value of intangible assets are calculated as if they were stand-alone assets, the presumption
is that a hypothetical buyer of the intangible asset would be able to take advantage of potential tax benefits resulting from the
asset purchase. The value of the benefit is the present value over the period of the tax benefit, using the discount rate applicable
to the asset.
In determining the fair value of certificates of deposit, a discounted cash flow analysis was used, which involved present valuing
the contractual payments over the remaining life of the certificates of deposit at market-based interest rates.
147
For loans acquired from PGBH, the contractual amounts due, expected cash flows to be collected, interest component and fair
value as of the respective acquisition dates were as follows (dollars in thousands):
(dollars in thousands)
Contractual amounts due .................................................................................................................................. $
Cash flows not expected to be collected ..........................................................................................................
Expected cash flows .........................................................................................................................................
Interest component of expected cash flows .....................................................................................................
Fair value of acquired loans ............................................................................................................................. $
PGBH
Acquired
Loans
195,227
5,176
190,051
16,942
173,109
The operating results of the Company for the year ended December 31, 2020 include the operating results of PGBH since its
acquisition date. The following table presents the net interest and other income, net income and earnings per share as if the
acquisition of PGBH was effective as of January 1, 2020. There were no material, nonrecurring adjustments to the pro forma
net interest and other income, net income and earnings per share presented below:
Twelve months ended
(dollars in thousands)
Net interest and other income ............................................................................................ $
Net income .........................................................................................................................
Basic earnings per share .....................................................................................................
Diluted earnings per share ..................................................................................................
December 31,
2021
December 31,
2020
143,088 $
56,906
2.92
2.86
119,029
31,762
1.61
1.59
Third-party acquisition related expenses are recognized as incurred and continue until the acquired system is converted and
operational functions become fully integrated. The Company incurred third-party acquisition related expenses in the
consolidated statements of income for the periods indicated in the Statements of Income in the expense item “Merger and
conversion expenses”.
NOTE 4 - INVESTMENT SECURITIES
The following table summarizes the amortized cost and fair value of available for sale (“AFS”) securities and held to maturity
(“HTM”) securities at December 31, 2021 and 2020, and the corresponding amounts of gross unrealized gains and losses
recognized in accumulated other comprehensive income:
Gross
Gross
(dollars in thousands)
December 31, 2021
Amortized Unrealized Unrealized
Cost
Gains
Losses
Fair
Value
Available for sale
Government agency securities ...................................................... $
SBA agency securities ..................................................................
Mortgage-backed securities- Government sponsored agencies ....
Collateralized mortgage obligations .............................................
Commercial paper .........................................................................
Corporate debt securities ...............................................................
Municipal securities ......................................................................
Total ....................................................................................... $
5,689 $
3,351
55,534
121,377
129,962
41,999
12,701
370,613 $
Held to maturity
Municipal taxable securities .......................................................... $
Municipal securities ......................................................................
Total ....................................................................................... $
1,506 $
4,746
6,252 $
4 $
118
31
128
—
460
—
741 $
77 $
248
325 $
(83 ) $
—
(540 )
(1,994 )
(36 )
(254 )
(187 )
(3,094 ) $
5,610
3,469
55,025
119,511
129,926
42,205
12,514
368,260
— $
—
— $
1,583
4,994
6,577
148
(dollars in thousands)
December 31, 2020
Gross
Gross
Amortized Unrealized Unrealized
Cost
Gains
Losses
Fair
Value
Available for sale
Government agency securities ..................................................... $
SBA agency securities .................................................................
Mortgage-backed securities- Government sponsored agencies ...
Collateralized mortgage obligations ............................................
Commercial paper ........................................................................
Corporate debt securities ..............................................................
Municipal securities .....................................................................
Total ...................................................................................... $
1,257 $
4,125
17,415
48,476
102,462
33,907
1,621
209,263 $
37 $
269
270
491
—
662
2
1,731 $
— $
—
(8 )
(93 )
(14 )
(6 )
(6 )
(127 ) $
1,294
4,394
17,677
48,874
102,448
34,563
1,617
210,867
Held to maturity
Municipal taxable securities ......................................................... $
Municipal securities .....................................................................
Total ...................................................................................... $
2,407 $
4,767
7,174 $
139 $
290
429 $
— $
—
— $
2,546
5,057
7,603
There was no sale of investment securities during the twelve months ended December 31, 2021. Proceeds of $11.7 million and
$6.1 million were received from the sale of investment securities during the twelve months ended December 31, 2020 and
2019, respectively. There were no gain nor loss recorded for sales of investement securities during year ended December 31,
2021. During years ended December 31, 2020 and 2019, there were gains realized on sales of investment securities of
$210,000 and $7,000, respectively.
One security with a fair value of $117,000 and $320,000 was pledged to secure a local agency deposit at December 31, 2021
and 2020, respectively.
The amortized cost and fair value of the investment securities portfolio as of December 31, 2021 are shown by expected
maturity below. Expected maturities may differ from contractual maturities if borrowers have the right to call or prepay
obligations with or without call or prepayment penalties.
More than Five Years to
Less than One Year
Ten Years
Amortized Estimated Amortized Estimated Amortized Estimated Amortized Estimated Amortized Estimated
Fair Value
More than One Year to
Five Years
More than Ten Years
Fair Value
Fair Value
Fair Value
Fair Value
Total
Cost
Cost
Cost
Cost
Cost
(dollars in thousands)
December 31, 2021
Government agency
securities .......................... $
SBA securities ......................
Mortgage-backed securities-
Government sponsored
agencies ...........................
Collateralized mortgage
obligations .......................
Commercial paper
Corporate debt
— $
—
— $
—
5,689 $
1,551
5,610 $
1,582
— $
1,800
— $
1,887
— $
—
— $
—
5,689 $
3,351
5,610
3,469
5,001
4,998
35,254
35,000
15,279
15,027
117
129,962
117
129,926
78,021
—
76,496
—
43,239
—
42,898
—
—
—
—
—
55,534
55,025
—
—
121,377
129,962
119,511
129,926
securities ..........................
Municipal securities
Total available for sale . $
7,999
—
143,079 $
8,007
—
143,048 $
8,389
—
128,904 $
8,633
—
127,321 $
Municipal taxable securities . $
Municipal securities
Total held to maturity ... $
500 $
—
500 $
502 $
—
502 $
1,006 $
—
1,006 $
1,081 $
—
1,081 $
22,927
—
83,245 $
— $
1,743
1,743 $
22,931
—
82,743 $
— $
1,818
1,818 $
2,684
12,701
15,385 $
— $
3,003
3,003 $
2,634
12,514
15,148 $
41,999
12,701
42,205
12,514
370,613 $ 368,260
— $
3,176
3,176 $
1,506 $
4,746
6,252 $
1,583
4,994
6,577
(dollars in thousands) ............
December 31, 2020 ..............
Government agency
securities .......................... $
SBA securities ......................
Mortgage-backed securities-
Government sponsored
agencies ...........................
Collateralized mortgage
obligations .......................
Commercial paper .................
Corporate debt
securities ..........................
Municipal securities ..............
Total available for sale . $
Municipal taxable securities . $
Municipal securities
Total held to maturity ... $
— $
—
— $
—
1,257 $
595
1,294 $
625
— $
3,530
— $
3,769
— $
—
— $
—
1,257 $
4,125
1,294
4,394
7,992
7,987
9,423
9,690
—
—
—
102,462
—
102,448
11,911
—
12,258
—
36,565
—
36,616
—
4,991
—
115,445 $
5,029
—
115,464 $
899 $
—
899 $
910 $
—
910 $
11,683
—
34,869 $
1,508 $
—
1,508 $
11,740
—
35,607 $
1,636 $
—
1,636 $
13,233
—
53,328 $
13,743
—
54,128 $
— $
874
874 $
— $
925
925 $
—
—
—
4,000
1,621
5,621 $
— $
3,893
3,893 $
—
17,415
17,677
—
—
48,476
102,462
48,874
102,448
4,051
1,617
5,668 $
— $
4,132
4,132 $
33,907
1,621
34,563
1,617
209,263 $ 210,867
2,407 $
4,767
7,174 $
2,546
5,057
7,603
149
The following table summarizes investment securities with unrealized losses at December 31, 2021 and December 31, 2020,
aggregated by major security type and length of time in a continuous unrealized loss position:
Less than Twelve Months
Estimated
Fair Value
Unrealized
Losses
No. of
Issuances
(dollars in thousands)
December 31, 2021
Government agency
Unrealized
Losses
Twelve Months or More
Estimated
Fair Value
No. of
Issuances
Unrealized
Losses
Total
Estimated
Fair Value
No. of
Issuances
Securities ........................ $
(83 ) $
4,860
1 $
— $
—
— $
(83 ) $
4,860
1
Mortgage-backed
securities- Government
sponsored agencies ........
Collateralized mortgage
obligations .....................
Commercial Paper ............
Corporate debt securities ..
Municipal securities .........
Total available for sale . $
(536 )
44,009
12
(4 )
9,974
2
(540 )
53,983
(1,916 )
(36 )
(254 )
(160 )
(2,985 ) $
79,851
129,926
13,208
11,447
283,301
23
19
12
9
76 $
(78 )
—
—
(27 )
(109 ) $
17,782
—
—
1,067
28,823
4
—
—
2
8 $
(1,994 )
(36 )
(254 )
(187 )
(3,094 ) $
97,633
129,926
13,208
12,514
312,124
14
27
19
12
11
84
Less than Twelve Months
Unrealized
Losses
Estimated
Fair Value
No. of
Issuances
(dollars in thousands)
December 31, 2020
Mortgage-backed
Twelve Months or More
Estimated
Fair Value
Unrealized
Losses
No. of
Issuances
Unrealized
Losses
Total
Estimated
Fair Value
No. of
Issuances
securities- Government
sponsored agencies .......... $
Collateralized mortgage
obligations .........................
Commercial paper .............
Corporate debt securities ...
Municipal securities ..........
Total available for sale .. $
(8 ) $
12,982
3 $
— $
—
— $
(8 ) $
12,982
(93 )
(14 )
(6 )
(6 )
(127 ) $
28,521
16,982
994
1,092
60,571
6
4
2
2
17 $
—
—
—
—
— $
—
—
—
—
—
—
—
—
—
— $
(93 )
(14 )
(6 )
(6 )
(127 ) $
28,521
16,982
994
1,092
60,571
3
6
4
2
2
17
Unrealized losses have not been recognized into income because the issuer bonds are of high credit quality, management does
not intend to sell, it is not more likely than not that management would be required to sell the securities prior to their anticipated
recovery and the decline in fair value is largely due to changes in interest rates. The fair value is expected to recover as the
bonds approach maturity.
Management evaluates securities for other-than-temporary impairment (“OTTI”) on a quarterly basis, and more frequently
when economic or market conditions warrant such an evaluation. For securities in an unrealized loss position, management
considers the extent and duration of the unrealized loss, and the financial condition and near-term prospects of the
issuer. Management also assesses whether it intends to sell, or it is more likely than not that it will be required to sell, a security
in an unrealized loss position before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement
to sell is met, the entire difference between amortized cost and fair value is recognized as impairment through earnings.
NOTE 5 - LOANS
The Company's loan portfolio consists primarily of loans to borrowers within the Los Angeles, California metropolitan area,
the New York City metropolitan area, Chicago, Illinois metropolitan area and Las Vegas, Nevada. Although the Company
seeks to avoid concentrations of loans to a single industry or based upon a single class of collateral, real estate and real estate
associated businesses are among the principal industries in the Company's market area and, as a result, the Company's loan and
collateral portfolios are, to some degree, concentrated in those industries.
A summary of the changes in the allowance for loan losses as of December 31 follows:
(dollars in thousands)
Allowance for loan losses:
Beginning balance ............................................................................... $
Additions to the allowance charged to expense ..................................
Recoveries on loans charged-off .........................................................
Less loans charged-off ........................................................................
Ending balance .................................................................................... $
2021
2020
2019
29,337 $
3,959
243
(627 )
32,912 $
18,816 $
11,823
1
(1,303 )
29,337 $
17,577
2,390
108
(1,259 )
18,816
150
The following table presents the recorded investment in loans and impairment method as of December 31, 2021, 2020 and
2019 and the activity in the allowance for loan losses for the years then ended, by portfolio segment:
(dollars in thousands)
December 31, 2021
Real Estate Commercial Other
Total
Allowance for loan losses:
Beginning of year .................................................................. $
Provisions ..............................................................................
Charge-offs ...........................................................................
Recoveries .............................................................................
$
Reserves:
Specific ................................................................................. $
General ..................................................................................
Total allowance for loan losses .................................................... $
Loans evaluated for impairment:
24,677 $
3,982
(67 )
—
28,592 $
— $
28,592
28,592 $
4,617 $
(480 )
(501 )
157
3,793 $
30 $
3,763
3,793 $
43 $
457
(59 )
86
527 $
29,337
3,959
(627 )
243
32,912
— $
527
527 $
30
32,882
32,912
Individually ........................................................................... $
10,340 $
Collectively ........................................................................... 2,545,379
10,385 $
334,460
— $
20,725
30,786 2,910,625
Total loans, net of deferred loan fees and
unaccreted discount on acquired loans ..................................... $ 2,555,719 $
344,845 $
30,786 $ 2,931,350
December 31, 2020
Real Estate Commercial Other
Unallocated Total
Allowance for loan losses:
Beginning of year ........................................... $
Provisions .......................................................
Charge-offs ....................................................
Recoveries ......................................................
$
15,118 $
9,559
—
—
24,677 $
3,588 $
2,286
(1,258 )
1
4,617 $
Reserves:
Specific .......................................................... $
General ...........................................................
Total allowance for loan losses .................. $
— $
24,677
24,677 $
525 $
4,092
4,617 $
9 $
79
(45 )
—
43 $
— $
43
43 $
101 $
(101 )
—
—
— $
18,816
11,823
(1,303 )
1
29,337
— $
—
— $
525
28,812
29,337
Loans evaluated for impairment:
Individually .................................................... $
10,514 $
Collectively .................................................... 2,304,203
9,025 $
378,935
15 $
4,074
— $
19,554
— 2,687,212
Total loans, net of deferred loan fees and
unaccreted discount on acquired loans .............. $ 2,314,717 $
387,960 $
4,089 $
— $ 2,706,766
December 31, 2019
Real Estate Commercial Other
Unallocated Total
Allowance for loan losses:
Beginning of year ........................................... $
Provisions .......................................................
Charge-offs ....................................................
Recoveries ......................................................
$
13,437 $
1,847
(166 )
—
15,118 $
4,140 $
433
(1,093 )
108
3,588 $
Reserves:
Specific .......................................................... $
General ...........................................................
Total allowance for loan losses .................. $
— $
15,118
15,118 $
— $
3,588
3,588 $
Loans evaluated for impairment:
— $
9
—
—
9 $
— $
9
9 $
— $
101
—
—
101 $
17,577
2,390
(1,259 )
108
18,816
— $
101
101 $
—
18,816
18,816
Individually .................................................... $
3,795 $
Collectively .................................................... 1,842,747
9,423 $
340,148
— $
821
— $
13,218
— 2,183,716
Total loans, net of deferred loan fees and
unaccreted discount on acquired loans .............. $ 1,846,542 $
349,571 $
821 $
— $ 2,196,934
151
The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service
their debt such as current financial information, historical payment experience, collateral adequacy, credit documentation, and
current economic trends, among other factors. The Company analyzes loans individually by classifying the loans as to credit
risk. This analysis typically includes larger, non-homogeneous loans such as commercial real estate and commercial and
industrial loans. This analysis is performed on an ongoing basis as new information is obtained. The Company uses the
following definitions for risk ratings:
Pass - Loans classified as pass include loans not meeting the risk ratings defined below.
Special Mention - Loans classified as special mention have a potential weakness that deserves management's close attention.
If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the
institution's credit position at some future date.
Substandard - Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the
obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the
liquidation of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the
deficiencies are not corrected.
Impaired - A loan is considered impaired, when, based on current information and events, it is probable that the Company will
be unable to collect all amounts due according to the contractual terms of the loan agreement. Additionally, all loans classified
as troubled debt restructurings are considered impaired.
The risk category of loans by class of loans was as follows as of December 31, 2021 and 2020:
(dollars in thousands)
December 31, 2021
Special
Mention
Pass
Substandard Impaired Total
Real estate:
Construction and land development .............. $ 299,333 $
Commercial real estate ................................... 1,184,889
Single-family residential mortgages .............. 1,000,385
Commercial:
Commercial and industrial .............................
SBA ................................................................
Other: ....................................................................
255,439
62,300
30,786
$ 2,833,132 $
3,662 $
2,006
—
—
1,303
—
6,971 $
— $
55,104
—
9,148
6,270
—
70,522 $
149 $ 303,144
6,000 1,247,999
4,191 1,004,576
4,122
6,263
—
268,709
76,136
30,786
20,725 $ 2,931,350
(dollars in thousands)
December 31, 2020
Special
Mention
Pass
Substandard Impaired Total
Real estate:
Construction and land development .............. $ 186,550 $
947,643
Commercial real estate ...................................
Single-family residential mortgages .............. 1,113,814
Commercial:
Commercial and industrial .............................
SBA ................................................................
Other: ....................................................................
278,357
86,573
4,074
$ 2,617,011 $
— $
756
2,436
999
186
—
4,377 $
— $
52,611
393
8,620
4,200
—
65,824 $
173 $ 186,723
2,627 1,003,637
7,714 1,124,357
2,163
6,862
15
290,139
97,821
4,089
19,554 $ 2,706,766
152
The following table presents the aging of the recorded investment in past-due loans as of December 31, 2021 and 2020 by class
of loans. Past due loans presented in table below also includes non-accrual loans.
(dollars in thousands)
December 31, 2021
30-59
Days
60-89 90 Days Total
Loans Not Total
Days Or More Past Due Past Due Loans
Non-
Accrual
Loans (1)
Real estate:
Construction and land
development ............................ $
Commercial real estate ............
Single-family residential
mortgages ................................
Commercial:
— $ — $
1,914 3,002
149 $
667
149 $ 302,995 $ 303,144 $
5,583 1,242,416 1,247,999
149
4,672
10,554 2,238
2,680
15,472 989,104 1,004,576
4,191
Commercial and industrial ......
SBA .........................................
Other: .............................................
1,575 —
— 1,733
7
57
3,712
6,263
—
$ 14,100 $ 6,980 $ 12,024 $ 33,104 $ 2,898,246 $ 2,931,350 $ 18,987
5,264 263,445 268,709
76,136
69,564
6,572
30,786
30,722
64
3,689
4,839
—
Real estate:
Single-family residential
mortgages held for sale ........ $
— $ — $
— $
— $
5,957 $
5,957 $
—
________________
(1)
Included in total loans
(dollars in thousands)
December 31, 2020
30-59
Days
60-89 90 Days Total
Days
Total
Or More Past Due Past Due Loans
Loans
Not
Non-
Accrual
Loans (1)
Real estate:
Construction and land
development ............................ $
Commercial real estate ............
Single-family residential
mortgages ................................
Commercial:
— $ — $
173 $
173 $ 186,550 $ 186,723 $
173
449
10
1,136
1,595
2 1,003,637
1,193
1,002,04
4,219 4,859
6,008 15,086
1 1,124,357
7,714
1,109,27
Commercial and industrial ......
SBA .........................................
Other ..............................................
—
—
42
—
33
—
987
6,828
15
987 289,152
90,960
4,032
6,861
57
290,139
97,821
4,089
1,661
6,828
15
$
4,710 $ 4,902 $ 15,147 $ 24,759 $
7 $ 2,706,766 $ 17,584
2,682,00
Real estate:
Single-family residential
mortgages held for sale ........ $
— $ — $
— $
— $
49,963 $
49,963 $
—
(1)
Included in total loans
The Company has no loans that are 90 days or more past due and still accruing at December 31, 2021 and December 31, 2020.
153
Information relating to individually impaired loans presented by class of loans was as follows as of December 31, 2021, 2020
and 2019:
(dollars in thousands)
December 31, 2021
With no related allowance recorded
Unpaid
Principal Recorded Average
Investment Balance
Balance
Interest
Income
Related
Allowance
Construction and land development ............... $
Commercial and industrial ..............................
Commercial real estate ....................................
Single-family residential mortgage loans .......
Commercial – SBA .........................................
173 $
4,096
6,059
4,365
6,274
149 $
4,096
6,000
4,191
6,245
292 $
4,390
6,163
4,486
11,589
With related allowance recorded
Commercial and industrial ..............................
Commercial-SBA ............................................
Total ....................................................................... $
27
18
21,012 $
26
18
20,725 $
34
26
26,980 $
— $
27
132
—
—
—
—
159 $
—
—
—
—
—
27
3
30
(dollars in thousands)
December 31, 2020
With no related allowance recorded
Unpaid
Principal Recorded Average
Investment Balance
Balance
Interest
Income
Related
Allowance
Construction and land development .............. $
Commercial and industrial ............................
Commercial real estate ...................................
Residential mortgage loans ............................
Commercial – SBA ........................................
Other ..............................................................
173 $
1,710
2,633
7,839
6,828
15
173 $
1,662
2,627
7,714
6,829
15
173 $
1,819
2,724
7,934
9,928
15
With related allowance recorded
Commercial and industrial .............................
Commercial-SBA ............................................
Total ...................................................................... $
520
33
19,751 $
501
33
19,554 $
563
40
23,196 $
— $
31
136
—
—
—
—
3
170 $
—
—
—
—
—
520
5
525
December 31, 2019
With no related allowance recorded
Unpaid
Principal Recorded Average
Investment Balance
Balance
Interest
Income
Related
Allowance
Construction and land development .............. $
Commercial real estate ...................................
Residential mortgage loans ............................
Commercial – SBA ........................................
264 $
2,198
1,349
9,423
264 $
2,197
1,334
9,423
271 $
2,384
1,351
10,791
With related allowance recorded
Commercial real estate ...................................
Commercial-SBA ...........................................
Total ...................................................................... $
—
—
13,234 $
—
—
13,218 $
—
—
14,797 $
24 $
100
—
4
—
—
128 $
—
—
—
—
—
—
—
No interest income was recognized on a cash basis as of December 31, 2021 and 2020. We did not recognize any interest
income on nonaccrual loans during the years ended December 31, 2021 and December 31, 2020 while the loans were in
nonaccrual status. We recognized interest income on loans modified under troubled debt restructurings ("TDR's") of
$159,000 and $170,000 during the years ended December 31, 2021 and 2020, respectively.
The Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), signed into law on March 27, 2020, permits
financial institutions to suspend requirements under GAAP for loan modifications to borrowers affected by COVID-19 that
would otherwise be characterized as troubled debt restructurings ("TDRs") and suspend any determination related thereto if (i)
the loan modification is made between March 1, 2020 and the earlier of December 31, 2020 or 60 days after the end of the
coronavirus emergency declaration and (ii) the applicable loan was not more than 30 days past due as of December 31, 2019.
In addition, federal bank regulatory authorities have issued guidance to encourage financial institutions to make loan
modifications for borrowers affected by COVID-19 and have assured financial institutions that they will neither receive
supervisory criticism for such prudent loan modifications, nor be required by examiners to automatically categorize COVID-
19-related loan modifications as TDRs. The Company is applying this guidance to qualifying loan modifications.
154
The Company identified nine loans as TDRs at December 31, 2021 and six loans at December 31, 2020, respectively, with
aggregate balances of $3.4 million and $3.1 million, respectively. Non-accrual TDRs were $1.7 million at December 31, 2021,
and $1.1 million at December 31, 2020. There were $3,000 specific reserves allocated to the loans as of December 31, 2021
and $435,000 at December 31, 2020. There are no commitments to lend additional amounts at December 31, 2021 and 2020
to customers with outstanding loans that are classified as TDRs. There were no non-accrual loans that were modified as TDRs
during the past twelve months that had payment defaults during the periods.
During the year ended December 31, 2021, the terms of certain loans were modified as TDR's. The modification of the terms
generally included loans where a moratorium on loan payments was granted. Such moratoriums ranged from six months to
nine months on the loans restructured in 2021 and 2020.
The following table presents loans by class modified as TDR's that occurred during the years ended December 31, 2021,
2020 and 2019:
2021
Pre-
Post-
Pre-
Post-
December 31,
2020
2019
Pre-
Post-
(dollars in
thousands)
Modification
Modification
Modification
Modification
Modification
Modification
Number of
Loans
Recorded
Investment
Recorded
Investment
Number of
Loans
Recorded
Investment
Recorded
Investment
Number of
Loans
Recorded
Investment
Recorded
Investment
SBA ...................
Commercial real
estate ..............
Construction
and land
development ..
SFR ...................
Total ..................
1 $
2
1
1
5 $
1,090 $
1,090
— $
— $
—
— $
284
284
3
1,719
1,719
1
165
156
1,695 $
165
156
1,695
—
—
3 $
—
—
1,719 $
—
—
1,719
—
—
1 $
— $
476
—
—
476 $
—
476
—
—
476
There were five and three non-accrual loans defaults of TDR’s in 2021 and 2020, respectively, where the loan was modified
within the prior twelve months.
In the past the Company has purchased loans as part of its whole bank acquisitions, for which there was at acquisition, evidence
of deterioration of credit quality since origination and it was probable, at acquisition, that all contractually required payments
would not be collected.
NOTE 6 - LOAN SERVICING
Mortgage and SBA loans serviced for others are not reported as assets. The principal balances as of December 31, 2021 and
2020 are as follows:
(dollars in thousands)
Loans serviced for others:
December 31,
December 31,
2021
2020
Mortgage loans .............................................................................................. $
SBA loans ......................................................................................................
Commercial real estate loans .........................................................................
1,308,672 $
138,173
4,070
1,512,969
156,222
4,145
Estimates of the loan servicing asset fair value are derived through a discounted cash flow analysis. Portfolio characteristics
include loan delinquency rates, age of loans, note rate and geography. The assumptions embedded in the valuation are obtained
from a range of metrics utilized by active buyers in the market place. The analysis accounts for recent transactions, and supply
and demand within the market.
Servicing fees net of servicing asset amortization totaled $684,000, $2.1 million and $3.4 million for the twelve months ended
December 31, 2021, 2020 and 2019, respectively. Custodial balances maintained in connection with the foregoing loan
servicing (including in non-interest bearing deposits) totaled $14.3 million and $16.6 million as of December 31, 2021 and
2020, respectively.
155
When mortgage and SBA loans are sold with servicing retained, servicing rights are initially recorded at fair value with the
income statement effect recorded in gains on sales of loans. Fair value is based on a valuation model that calculates the present
value of estimated future net servicing income. All classes of servicing assets are subsequently measured using the amortization
method which requires servicing rights to be amortized into noninterest income in proportion to, and over the period of, the
estimated future net servicing income of the underlying loans.
Servicing rights are evaluated for impairment based upon the fair value of the rights as compared to carrying amount.
Impairment is recognized through a valuation allowance for an individual grouping, to the extent that fair value is less than the
carrying amount. If the Company later determines that all or a portion of the impairment no longer exists for a particular
grouping, a reduction of the allowance may be recorded as an increase to income. During the twelve months ended December
31, 2021, the Company reversed an impairment write-down of $416,000 on mortgage servicing rights.
Servicing fee income is recorded for fees earned for servicing loans. The fees are based on a contractual percentage of the
outstanding principal. The amortization of mortgage servicing rights is netted against loan servicing fee income.
(dollars in thousands)
Servicing assets:
2021
2020
2019
Mortgage
Loans
SBA
Loans
Mortgage
Loans
SBA
Loans
Mortgage
Loans
SBA
Loans
Beginning of period ............... $
Additions ................................
Disposals ................................
Amortized to expense ............
Impairment .............................
End of period ......................... $
10,529 $
1,920
(2,129 )
(1,988 )
416
8,748 $
3,436 $
441
(646 )
(462 )
—
2,769 $
12,997 $
1,422
(1,513 )
(1,960 )
(417 )
10,529 $
4,086 $
293
(401 )
(542 )
—
3,436 $
12,858 $
2,088
(128 )
(1,821 )
—
12,997 $
4,512
980
(708 )
(698 )
—
4,086
The fair value of servicing assets for mortgage loans was $15.4 million and $10.7 million as of December 31, 2021 and 2020,
respectively. Fair value at December 31, 2021 was determined using a discount rate of 10.86%, average prepayment speed of
14.04%, depending on the stratification of the specific right, and a weighted-average default rate of 0.10%. Fair value at
December 31, 2020 was determined using a discount rate of 11.04%, average prepayment speed of 15.50%, depending on the
stratification of the specific right, and a weighted-average default rate of 0.10%.
The fair value of servicing assets for SBA loans was $4.1 million and $5.0 million as of December 31, 2021 and 2020,
respectively. Fair value at December 31, 2021 was determined using a discount rate of 8.5%, average prepayment speed of
15.87%, depending on the stratification of the specific right, and a weighted-average default rate of 0.61%. Fair value at
December 31, 2020 was determined using a discount rate of 8.5% and average prepayment speed of 13.8%, depending on the
stratification of the specific right and a weighted-average default rate of 0.84%.
NOTE 7 - PREMISES AND EQUIPMENT
A summary of premises and equipment as of December 31 follows:
(dollars in thousands)
2021
2020
Land
$
Building and improvements ...............................................................................
Furniture, fixtures, and equipment .....................................................................
Leasehold improvements ...................................................................................
Less accumulated depreciation and amortization ..............................................
Construction in progress ....................................................................................
$
9,066 $
15,265
7,575
6,455
38,361
(11,629 )
467
27,199 $
9,066
15,040
6,772
5,315
36,193
(9,773 )
683
27,103
Depreciation and leasehold amortization expense was $1.9 million, $2.0 million, and $1.9 million for 2021, 2020, and 2019,
respectively.
The Company leases several of its operating facilities under various noncancellable operating leases expiring at various dates
through 2036. The Company is also responsible for common area maintenance, taxes and insurance at various branch locations.
156
Future minimum rent payments on the Company's leases were as follows as of December 31, 2021:
As of December 31, 2021:
(dollars in thousands)
2022 .................................................................................................................................................. $
2023 ..................................................................................................................................................
2024 ..................................................................................................................................................
2025 ..................................................................................................................................................
2026 ..................................................................................................................................................
Thereafter .............................................................................................................................................
Total ......................................................................................................................................................... $
4,490
3,931
2,872
2,724
2,704
6,875
23,596
The minimum rent payments shown above are given for the existing lease obligations and are not a forecast of future rental
expense. Total rental expense, recognized on a straight-line basis, was $5.3 million, $5.7 million, and $6.1 million for 2021,
2020, and 2019, respectively.
In July 2020, the Company signed a lease, commencing on August 1, 2020, on Canal Street in New York City for our NY
Bowery branch relocation, and the Canal Street branch opened by December 24, 2021. In January 2020, the Company signed
a lease to for a new branch in Edison, New Jersey, which the Company occupied in November 2020. In March 2019, the
Company signed a new lease to move its Diamond Bar, California branch to a new location, which opened in January 2021.
The future payments for all of the new leases are included in the schedule above. The Company recorded $479,000 and
$395,000 in sub-lease income in 2021 and 2020, respectively.
NOTE 8 - DEPOSITS
At December 31, 2021 the scheduled maturities of time deposits are as follows:
(dollars in thousands)
One year ................................................................................................................................................... $
Two to three years ....................................................................................................................................
Over three years .......................................................................................................................................
Total .................................................................................................................................................. $
December 31, 2021
1,119,404
44,612
2,422
1,166,439
Brokered time deposits were $2.4 million at December 31, 2021 and $17.4 million at December 31, 2020.
NOTE 9 - LONG-TERM DEBT
In March 2016, the Company issued $50 million of 6.5% fixed to floating rate subordinated debentures, due March 31, 2026.
The interest rate is fixed through March 31, 2021 and floats at 3 month LIBOR plus 516 basis points thereafter. The Company
redeemed these subordinated debentures on March 31, 2021. The redemption price for the subordinated debentures was equal
to 100% of principal amount of the note redeemed, plus any accrued and unpaid interest up to, but excluding, redemption date
of March 31, 2021.
In November 2018, the Company issued $55 million of 6.18% fixed to floating rate subordinated debentures, due December 1,
2028. The interest rate is fixed through December 1, 2023 and floats at 3 month LIBOR plus 315 basis points thereafter. The
Company can redeem these subordinated debentures beginning December 1, 2023. The sub-debt is considered Tier 2 capital at
the Company. The Company allocated $25 million to the Bank as Tier-one capital.
In March 2021, the Company issued $120 million of 4.00% fixed to floating rate subordinated debentures, due April 1, 2031.
The interest rate is fixed through April 1, 2026 and floats at three month SOFR plus 329 basis points thereafter. The Company
can redeem these subordinated debentures beginning April 1, 2026. The subordinated debentures are considered Tier 2 capital
at the Company.
157
At December 31, 2021 and 2020, respectively, long-term debt was as follows:
(dollars in thousands)
December 31,
December 31,
2021
2020
Principal ................................................................................................................ $
Unamortized debt issuance costs .......................................................................... $
175,000 $
1,993 $
105,000
609
The following table presents interest and amortization expense the Company incurred for the year ended December 31, 2021
and 2020:
Interest Expense:
(dollars in thousands)
For the Year Ended December 31,
2021
2020
Interest ............................................................................................................ $
Amortization ...................................................................................................
7,878 $
525
6,649
342
The British banking regulators have announced plans to eliminate the LIBOR rate before this long-term debt and subordinated
debentures mature. For these subordinated debentures, there are provisions for amendments to establish a new interest rate
benchmark. At this point in time, SOFR is the alternative reference rate we plan to adopt as the replacing index rate for USD
LIBOR.
NOTE 10 - SUBORDINATED DEBENTURES
The Company, through the acquisition of TFC Bancorp in 2016, acquired TFC Statutory Trust (the “Trust”). The Trust
contained a pooled private offering of 5,000 trust preferred securities with a liquidation amount of $1,000 per security. TFC
Bancorp issued $5 million of subordinated debentures to the Trust in exchange for ownership of all of the common security of
the Trust and the proceeds of the preferred securities sold by the trust. The Company is not considered the primary beneficiary
of this trust (variable interest entity), therefore the Trust is not consolidated in the Company's financial statements, but rather
the subordinated debentures are shown as a liability at market value as of the close of the acquisition which was $3.3 million.
There was a $1.9 million valuation reserve recorded to arrive at market value, which is treated as a yield adjustment and is
amortized over the life of the security. The Company also purchased an investment in the common stock of the trust for
$155,000, which is included in other assets. The Company may redeem the subordinated debentures, subject to prior approval
by the Board of Governors of the Federal Reserve System on or after March 15, 2012, at 100% of the principal amount, plus
accrued and unpaid interest. The subordinated debentures mature on March 15, 2037. The Company has the option to defer
interest payments on the subordinated debentures from time to time for a period not to exceed five consecutive years. The
Company has been paying interest on a quarterly basis. The subordinated debentures may be included in Tier I capital (with
certain limitations applicable) under current regulatory guidelines and interpretations. The subordinated debentures have a
variable rate of interest equal to the three month LIBOR plus 1.65%, which was 1.85% as of December 31, 2021 and 1.87% at
December 31, 2020.
In October 2018, the Company, through the acquisition of First American International Corp., acquired First American
International Statutory Trust I (“FAIC Trust”), a Delaware statutory trust formed in December 2004. The Trust issued 7,000
units of thirty-year fixed to floating rate capital securities with an aggregate liquidation amount of $7 million to an independent
investor, and FAIC issued $7 million of subordinated debentures to the FAIC Trust and all of its common securities, amounting
to $217,000, which is included in other assets. There was a $1.2 million valuation reserve recorded to arrive at market value
which is treated as a yield adjustment and is amortized over the life of the security. The Company has the option to defer interest
payments on the subordinated debentures from time to time for a period not to exceed five consecutive years. The subordinated
debenture have a variable rate of interest equal to the three-month LIBOR plus 2.25% through final maturity on December 15,
2034. The rate at December 31, 2021, was 2.45% and 2.47% at December 31, 2020.
In January 2020, the Company, through the acquisition of PGBH, acquired PGB Capital Trust I (“PGBH Trust”), a Delaware
statutory trust formed in December 2004. PGBH Trust issued 5,000 units of fixed to floating rate capital securities with an
aggregate liquidation amount of $5,000,000 and 155 common securities with an aggregate liquidation amount of $155,000.
PGBH issued $5.2 million of subordinated debentures to PGBH Trust in exchange for ownership of all the common securities
of PGBH Trust. There was a $763,000 valuation reserve recorded to arrive at market value which is treated as a yield adjustment
and is amortized over the life of the security. The Company has the option to defer interest payments on the subordinated
debentures from time to time for a period not to exceed five consecutive years. The subordinated debentures have a variable
rate of interest equal to the three-month LIBOR plus 2.10% through final maturity on December 15, 2034. The rate at December
31, 2021 was 2.30% and 2.32% at December 31, 2020.
158
The Company paid interest expenses of $377,000 in 2021, $468,000 in 2020 and $540,000 in 2019. The amount of aggregate
amortization expense recognized in 2021 was $218,000, $218,000 in 2020, and $167,000 in 2019.
For regulatory reporting purposes, the Federal Reserve Board has indicated that the capital securities qualify as Tier I capital
of the Company subject to previously specified limitations, until further notice. If regulators make a determination that the
capital securities can no longer be considered in regulatory capital, the securities become callable and the Company may redeem
them.
In July 2017, British banking regulators announced plans to eliminate the LIBOR rate by the end of 2021, before these
subordinated notes and debentures mature. For these subordinated notes and debentures, there are provisions for amendments
to establish a new interest rate benchmark.
NOTE 11 - BORROWING ARRANGEMENTS
The Company has established secured and unsecured lines of credit. The Company may borrow funds from time to time on a
term or overnight basis from the Federal Home Loan Bank of San Francisco ("FHLB"), the Federal Reserve Bank of San
Francisco ("FRB") and other financial institutions as indicated below.
Federal Funds Arrangements with Commercial Banks. As of December 31, 2021 the Company may borrow on an unsecured
basis, up to $20.0 million, $10.0 million, $12.0 million and $50.0 million overnight from Zions Bank, Wells Fargo Bank, First
Horizon Bank, and Pacific Coast Bankers' Bank, respectively.
Letter of Credit Arrangements. As of December 31, 2021 the Company had an unsecured commercial letter of credit line with
Wells Fargo Bank for $2.0 million.
FRB Secured Line of Credit. The secured borrowing capacity with the FRB of $22.3 million at December 31, 2021 is
collateralized by loans pledged with a carrying value of $33.2 million.
FHLB Secured Line of Credit. The secured borrowing capacity with the FHLB of $833.6 million at December 31, 2021 is
collateralized by loans pledged with a carrying value of $1.1 billion.
FHLB Advances. At December 31, 2021, the Company had $150.0 million at a weighted average rate of 1.18% in long-term
(five year) advances with the FHLB. These advances were collateralized by $1.1 billion in residential and commercial loans.
There were no overnight or long-term advances at December 31, 2021. The Company paid interest expenses of $1.8 million,
$1.5 million and $2.9 million on such FHLB advances for the twelve months ended December 31, 2021, 2020 and 2019. There
were no amounts outstanding under any of the other borrowing arrangements above as of December 31, 2021 except FHLB
advances maturing in 2025.
NOTE 12 - INCOME TAXES
The asset and liability method is used in accounting for income taxes. Under this method, deferred tax assets and liabilities are
determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the
enacted tax rates and laws that will be in effect when the differences are expected to reverse.
Income tax expense consists of the following:
(dollars in thousands)
2021
2020
2019
Current:
Federal ............................................................................... $
State ...................................................................................
Deferred ............................................................................
Deferred tax adjustment for change in tax rate .................
Amortization of investment in affordable
housing tax credits .........................................................
$
15,000 $
9,087
24,087
(1,093 )
—
1,037
24,031 $
9,948 $
6,602
16,550
(2,998 )
—
979
14,531 $
8,074
5,614
13,688
1,503
21
900
16,112
159
A comparison of the federal statutory income tax rates to the Company's effective income tax rates as of December 31 follows:
2021
2020
2019
(dollars in thousands)
Statutory federal tax ...................... $
State franchise tax, net of federal
Amount
Rate
Amount
Rate
Amount
Rate
16,997
21.0 % $
9,966
21.0 % $
11,617
21.0 %
benefit ........................................
Tax-exempt income .......................
Tax impact from change in tax
rate .............................................
Stock-based compensation ............
Other items, net .............................
Actual tax expense ........................ $
7,182
(285 )
8.9 %
-0.4 %
4,024
(192 )
8.5 %
-0.4 %
5,322
(25 )
(59 )
(404 )
600
24,031
-0.1 %
-0.5 %
0.7 %
29.6 % $
68
123
542
14,531
0.1 %
0.3 %
1.1 %
30.6 % $
17
(27 )
(792 )
16,112
9.6 %
0.0 %
0.0 %
0.0 %
-1.4 %
29.2 %
Deferred taxes are a result of differences between income tax accounting and generally accepted accounting principles with
respect to income and expense recognition. The following is a summary of the components of the net deferred tax asset accounts
recognized in the accompanying balance sheets as of December 31:
(dollars in thousands)
2021
2020
Deferred tax assets:
Pre-opening expenses ............................................................................................ $
Allowance for loan losses .....................................................................................
Stock-based compensation ....................................................................................
Off balance sheet reserve ......................................................................................
Operating loss carryforwards ................................................................................
Unrealized loss on AFS securities ........................................................................
Lease liability ........................................................................................................
Mark to market on held for sale mortgage loans ..................................................
State tax .................................................................................................................
Other .....................................................................................................................
Deferred tax liabilities:
Depreciation ..........................................................................................................
Deferred loan costs ................................................................................................
Unrealized gain on AFS securities ........................................................................
Acquisition accounting fair value adjustments .....................................................
Mortgage servicing rights .....................................................................................
Right of use asset ..................................................................................................
Other .....................................................................................................................
Net deferred tax assets .......................................................................................... $
64 $
9,735
781
367
606
718
7,106
74
1,967
797
22,215
(1,441 )
(2,598 )
—
(3,348 )
(2,667 )
(6,853 )
(453 )
(17,360 )
4,855 $
242
8,575
1,074
425
1,196
—
—
486
1,473
403
13,874
(1,212 )
(2,482 )
(497 )
(3,584 )
(3,204 )
—
(348 )
(11,327 )
2,547
At December 31, 2021, the Company has usable net operating loss carryforwards from acquisitions of approximately $26,000
for federal, $409,000 for California, $3.9 million for New York State, $3.1 million for New York City and $0 for
Illinois income tax purposes. Net operating loss carry forwards, to the extent not used will begin to expire in 2028. The net
operating loss carryforwards were generated through acquisitions, and as a result, are substantially limited by Section 382 of
the Internal Revenue Code. Benefits not expected to be realized due to the limitation have been excluded from the deferred tax
asset and net operating loss carryforward amounts noted above.
On March 27, 2020, the CARES Act was enacted in response to the COVID-19 pandemic. The CARES Act, among other
things, permits net operating loss carryovers and carrybacks to offset 100% of taxable income for taxable years beginning
before 2021. In addition, the CARES Act allows net operating losses incurred in 2018, 2019, and 2020 to be carried back to
each of the five preceding taxable years to generate a refund of previously paid income taxes. On December 27, 2020, the
Consolidated Appropriations Act, 2021 was signed into law and extends several provisions of the CARES Act. As of December
31, 2021, the Company has determined that neither this Act nor changes to income tax laws or regulations in other jurisdictions
have a significant impact on our effective tax rate. The Company’s net operating losses were not generated during the 2018-
2020 period.
160
The Company is subject to federal income tax and state tax laws of California, New York and Illinois. Income tax returns for
the years ended after December 31, 2017 are open to audit by the federal, New York and Illinois authorities and for the years
ended after December 31, 2016 are open to audit by California state authorities. The Company expanded operations to the
state of New Jersey starting December 1, 2020. The 2020 tax returns are open to audit by New Jersey state authorities at
December 31, 2021.
There were no recorded interest or penalties related to uncertain tax positions as part of income tax for the years ended
December 31, 2021, 2020 and 2019, respectively. The Company has determined that as of December 31, 2021 all tax positions
taken to date are highly certain and, accordingly, no accounting adjustment has been made to the consolidated financial
statements.
NOTE 13 - COMMITMENTS
In the ordinary course of business, the Company enters into financial commitments to meet the financing needs of its customers.
These financial commitments include commitments to extend credit, unused lines of credit, commercial and similar letters of
credit and standby letters of credit. Those instruments involve to varying degrees, elements of credit and interest rate risk not
recognized in the Company's financial statements.
The Company's exposure to loan loss in the event of nonperformance on these financial commitments is represented by the
contractual amount of those instruments. The Company uses the same credit policies in making commitments as it does for
loans reflected in the financial statements.
As of December 31, 2021 and 2020, the Company had the following financial commitments whose contractual amount
represents credit risk:
(dollars in thousands)
Commitments to make loans .................................. $
Unused lines of credit ............................................
Commercial and similar letters of credit ................
Standby letters of credit .........................................
Total ....................................................................... $
2021
2020
Fixed
Rate
Variable
Rate
Fixed
Rate
Variable
Rate
1,474 $
22,777
1,214
2,042
27,507 $
200,814 $
229,154
—
2,686
432,654 $
7 $
57,437
8,284
1,455
67,183 $
281,489
211,192
—
2,576
495,257
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established
in the contract. Since many of the commitments are expected to expire without being drawn upon, the total amounts do not
necessarily represent future cash requirements. The Company evaluates each client's credit worthiness on a case-by-case basis.
The amount of collateral obtained if deemed necessary by the Company is based on management's credit evaluation of the
customer.
The Company is involved in various matters of litigation which have arisen in the ordinary course of business and accruals for
estimates of potential losses have been provided when necessary and appropriate under generally accepted accounting
principles. In the opinion of management, the disposition of such pending litigation will not have a material effect on the
Company's financial statements.
NOTE 14 - LEASES
On January 1, 2021, the Company adopted ASU 2016-02, Leases (Topic 842) and elected the package of practical
expedients that permits the Company to not reassess its prior conclusions about lease identification, lease classification and
initial direct costs. The Company also elected all of the new standard’s available transition practical expedients, including the
short-term lease recognition exemption that includes not recognizing Right-of-Use (“ROU”) assets or lease liabilities for
existing short-term leases, and the practical expedient to not separate lease and non-lease components for all of the
Company's leases.
The Company determines if a contract arrangement is a lease at inception and primarily enters into operating lease contracts
for its branch locations, office space, and certain equipment. As part of its property lease agreements, the Company may seek
to include options to extend or terminate at lease when it is reasonably certain that the Company will exercise those options.
The Company's measurement of the ROU assets and operating lease liabilities does not include payments associated with the
option to extend or terminate the lease. The ROU lease asset also includes any lease payments made and lease incentives. Lease
expense for lease payments is recognized on a straight-line basis over the lease term. The Company did not possess any leases
that have variable lease payments or residual value guarantees as of December 31, 2021.
161
The ROU assets and lease liabilities are recognized based on the present value of the future minimum lease payments over
the lease term at commencement date. The Company uses its incremental borrowing rate to determine the present value of its
lease liabilities.
The Company leases several of its operating facilities under various non-cancellable operating leases expiring at various
dates through 2036. The Company is also responsible for common area maintenance, taxes, and insurance at the various branch
locations.
Future minimum rent payments on the Company’s leases were as follows at December 31, 2021:
As of December 31, 2021:
(dollars in thousands)
2022 .......................................................................................................................................................... $
2023 ..........................................................................................................................................................
2024 ..........................................................................................................................................................
2025 ..........................................................................................................................................................
2026 ..........................................................................................................................................................
Thereafter ..................................................................................................................................................
Total ................................................................................................................................................... $
Less amount of payment representing interest .................................................................................................
Total present value of lease payments .......................................................................................................... $
4,490
3,931
2,872
2,724
2,704
6,875
23,596
(314 )
23,282
The minimum rent payments shown above are given for the existing lease obligation and are not a forecast of future
rental expense. Total rental expense, recognized on a straight-line basis, was $5.3 million and $5.7 million for the twelve
months ended December 31, 2021 and 2020, respectively. The Company received rental income of $479,000 and
$395,000 for the twelve months ended December 31, 2021 and 2020, respectively.
The following table presents the operating lease related assets and liabilities recorded on the Consolidated Balance Sheet,
and the weighted-average remaining lease terms and discount rates as of December 31, 2021 and January 1, 2021:
Operating Leases
(dollars in thousands)
December 31, January 1,
2021
2021
ROU assets ................................................................................................................ $
Lease liabilities ..........................................................................................................
22,454 $
23,282
26,770
27,412
Weighted-average remaining lease term (in years) ...........................................................
Weighted-average discount rate ........................................................................................
6.84
1.01 %
7.38
0.94 %
NOTE 15 - RELATED PARTY TRANSACTIONS
Loans to principal officers, directors, and their affiliates were as follows:
(dollars in thousands)
December 31, December 31,
2021
2020
Beginning balance .............................................................................................................. $
New loans and advances .............................................................................................
Repayments .................................................................................................................
Ending balance ................................................................................................................... $
1,243 $
10,292
(3,094 ) $
8,441 $
4,000
11,498
(14,255 )
1,243
Outstanding loan commitments to executive officers, directors and their related interests with whom they are associated were
$0 and $2 million as of December 31, 2021 and 2020.
Deposits from principal officers, directors, and their affiliates at December 31, 2021 and 2020 were $57.6 million and
$50.0 million.
Several directors and their affiliates own $8.1 million of RBB subordinated debentures as of December 31, 2021.
162
NOTE 16 - STOCK OPTION PLAN
Under the terms of the Company's 2017 Omnibus Stock Incentive Plan, officers and key employees may be granted both
nonqualified and incentive stock options and directors and organizers, who are not also an officer or employee, may only be
granted nonqualified stock options. The Plan provides for options to purchase up to 30 percent of the outstanding common
stock at a price not less than 100 percent of the fair market value of the stock on the date of the grant. Stock options expire no
later than ten years from the date of the grant and generally vest over three years.
At December 31, 2021, 981,853 shares were available under the 2017 Omnibus Stock Incentive Plan for future grants.
The Company recognized total stock-based compensation expense of $1.1 million, $686,000, and $689,000 in 2021, 2020 and
2019.
The recorded compensation expense for stock option was $485,000, $260,000, and $152,000 and the Company recognized
income tax benefit of $873,000, $26,000, and $78,000 for the twelve months ended December 31, 2021, 2020, and 2019,
respectively. Unrecognized stock-based compensation expense related to options was $635,000, $476,000, and $332,000 as of
December 31, 2021, 2020, and 2019, respectively. Unrecognized stock-based compensation expense will be recognized over a
weighted-average period of 1.4 years as of December 31, 2021.
The fair value of each option grant was estimated on the date of grant using the Black-Scholes option pricing model with the
following weighted-average assumptions presented below for 2021, 2020 and 2019.
Expected volatility ...............................................
Expected term (years) ..........................................
Expected dividends ..............................................
Risk free rate ........................................................
Grant date fair value ............................................. $
January
2021
July 2021
31.6 %
6.0 years
1.98 %
0.48 %
5.69 $
July 2020
31.8 %
6.0 years
2.48 %
0.29 %
2.97 $
30.8 %
6.0 years
1.86 %
0.26 %
4.14 $
January
2020
January
2019
28.5 %
6.0 years
1.99 %
1.31 %
4.61 $
35.0 %
6.0 years
1.90 %
2.66 %
6.32
The expected volatility was based on the historical volatility of the Company stock trading history. The expected term
represents the estimated average period of time that the options remain outstanding. The expected term represents the estimated
average period of time that the options remain outstanding. The expected term of options granted is based on historical data
and represents the period of time that options granted are expected to be outstanding. The risk free rate of return reflects the
grant date interest rate offered for zero coupon U.S. Treasury bonds over the expected term of the options.
A summary of the status of the Company's stock option plan as of December 31, 2021 and changes during the year then ended
is presented below:
(dollars in thousands, except for share amounts)
Outstanding at beginning of year .....................................
Granted .............................................................................
Exercised ..........................................................................
Forfeited/cancelled ...........................................................
Outstanding at end of period ............................................
Weighted-
Weighted- Average
Average
Exercise
Remaining
Aggregate
Contractual Intrinsic
Term in years Value
Shares
Price
1,097,470 $
150,000
(302,744 )
(808 )
943,918 $
13.30
18.34
11.48
11.15
14.66
4.04 $
10,895
Options exercisable ..........................................................
706,418 $
13.59
2.46 $
8,909
The Company granted restricted stock for 60,000 shares at a closing price of $17.74 in 2021. There were no restricted stock
awards in 2020 and 2019. These restricted stock awards are scheduled to vest over a three year period from the January 21,
2021 grant date. As of December 31, 2021, there were 60,000 remaining unvested restricted stock awards.
163
The recorded compensation expense for restricted stock was $602,000, $425,000, and $425,000 for the twelve months ended
December 31, 2021, 2020, and 2019, respectively. Unrecognized stock-based compensation expense related to restricted
stock was $729,000, $266,000, $691,000 as of December 31, 2021, 2020, and 2019, respectively. As of December 31, 2021,
unrecognized stock-based compensation expense related to restricted stock are expected to be recognized over the next 2.1
years.
The following table presents restricted stock activity during the twelve months ended December 31, 2021.
(dollars in thousands, except for share amounts)
Outstanding at beginning of year .......................................................................................
Granted ...............................................................................................................................
Vested ................................................................................................................................
Outstanding at end of period ..............................................................................................
Weighted-
Average
Grant Date
Fair Value
Shares
14,475 $
60,000
(14,475 )
60,000 $
29.38
17.74
(29.38 )
17.74
The total fair value of the shares vested was $1.2 million, $300,000, and $460,000 in 2021, 2020, and 2019, respectively. The
number of unvested stock options were 237,500, 147,500, and 76,500 with a weighted average grant date fair value of $4.28,
$4.43, and $6.32 as of December 31, 2021, 2020 and 2019.
Cash received from the exercise of 302,744 share options was $3.5 million for the period ended December 31, 2021. Cash
received from the exercise of 56,498 share options was $712,000 for the period ended December 31, 2020. Cash received from
the exercise of 200,629 share options was $2.8 million for the period ended December 31, 2019. The intrinsic value of options
exercised was $3.8 million, $278,000, and $1.2 million in 2021, 2020, and 2019.
NOTE 17 - REGULATORY MATTERS
Holding companies (with assets over $3 billion at the beginning of the year) and banks are subject to various regulatory capital
requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain
mandatory - and possibly additional discretionary - actions by regulators that, if undertaken, could have a direct material effect
on the Company's financial statements.
In July, 2013, the federal bank regulatory agencies approved the final rules implementing the Basel Committee on Banking
Supervision's capital guidelines for U.S. banks. The new rules became effective on January 1, 2015, with certain of the
requirements phased-in over a multi-year schedule. Under the rules, minimum requirements increased for both the quantity and
quality of capital held by the Bank. The rules include a new common equity Tier 1 ("CET1") capital to risk-weighted assets
ratio with minimums for capital adequacy and prompt corrective action purposes of 4.5% and 6.5%, respectively. The minimum
Tier 1 capital to risk-weighted assets ratio was raised from 4.0% to 6.0% under the capital adequacy framework and from 6.0%
to 8.0% to be well-capitalized under the prompt corrective action framework. In addition, the rules introduced the concept of a
"conservation buffer" of 2.5% applicable to the three capital adequacy risk-weighted asset ratios (CET1, Tier 1, and Total).
The implementation of the capital conservation buffer began on January 1, 2016 at 0.625% and was phased in over a four-year
period (increasing by that amount on each subsequent January 1, until it reached 2.5% on January 1, 2019). If the capital
adequacy minimum ratios plus the phased-in conservation buffer amount exceed actual risk-weighted capital ratios, then
dividends, share buybacks, and discretionary bonuses to executives could be limited in amount.
Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific
capital guidelines that involve quantitative measures of the Bank's assets, liabilities, and certain off-balance-sheet items as
calculated under regulatory accounting practices. Capital amounts and classification are also subject to qualitative judgments
by the regulators about components, risk weightings, and other factors. Quantitative measures established by regulation to
ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the table below) of total, Tier
1 and CET1 capital (as defined in the regulations) to risk-weighted assets (as defined), and of Tier 1 capital (as defined) to
average assets (as defined). As permitted by the regulators for financial institutions that are not deemed to be “advanced
approaches” institutions, the Company has elected to opt out of the Basel III requirement to include accumulated other
comprehensive income in risk-based capital. Management believes, at December 31, 2021 and December 31, 2020, that the
Bank satisfied all capital adequacy requirements to which it is subject.
164
As of December 31, 2021 and 2020, the most recent notification from the FDIC categorized the Bank as well-capitalized under
the regulatory framework for prompt corrective action (there are no conditions or events since that notification that management
believes have changed the Bank's category). To be categorized as well-capitalized, the Bank must maintain minimum ratios as
set forth in the table below.
The following table sets forth RBB Bancorp's consolidated and the Bank's actual capital amounts and ratios and related
regulatory requirements for the Bank as of December 31, 2021:
Amount of Capital Required
Minimum
Required for
Capital Adequacy
Purposes
To Be Well-
Capitalized
Under Prompt
Corrective
Provisions
Actual
(dollars in thousands)
Amount Ratio
Amount Ratio
Amount Ratio
As of December 31, 2021:
Tier 1 Leverage Ratio
Consolidated ...................................... $ 410,134
Bank ................................................... 499,325
10.21 % $ 160,642
12.45 % 160,418
4.0 % $ 200,803
4.0 % 200,523
5.0 %
5.0 %
Common Equity Tier 1 Risk-Based
Capital Ratio
Consolidated ...................................... $ 395,632
Bank ................................................... 499,325
Tier 1 Risk-Based Capital Ratio
14.86 % $ 119,841
18.80 % 119,550
4.5 % $ 173,104
4.5 % 172,684
Consolidated ...................................... $ 410,134
Bank ................................................... 499,325
15.40 % $ 159,788
18.80 % 159,401
6.0 % $ 213,051
6.0 % 212,534
Total Risk-Based Capital Ratio
6.5 %
6.5 %
8.0 %
8.0 %
Consolidated ...................................... $ 616,440
Bank ................................................... 532,544
23.15 % $ 213,051
20.05 % 212,534
8.0 % $ 266,314
8.0 % 265,668
10.0 %
10.0 %
The following table sets forth RBB Bancorp's consolidated and the Bank's actual capital amounts and ratios and related
regulatory requirements for the Bank as of December 31, 2020:
Amount of Capital Required
Minimum
Required for
Capital Adequacy
Purposes
To Be Well-
Capitalized
Under Prompt
Corrective
Provisions
Actual
(dollars in thousands)
Amount Ratio
Amount Ratio
Amount Ratio
As of December 31, 2020:
Tier 1 Leverage Ratio
Consolidated ...................................... $ 368,413
Bank ................................................... 458,614
11.32 % $ 130,219
14.11 % 129,989
4.0 % $ 162,774
4.0 % 162,487
5.0 %
5.0 %
Common Equity Tier 1 Risk Based
Capital Ratio
Consolidated ...................................... $ 354,130
Bank ................................................... 458,614
Tier 1 Risk-Based Capital Ratio
14.62 % $ 109,021
18.94 % 108,966
4.5 % $ 157,474
4.5 % 157,395
Consolidated ...................................... $ 368,413
Bank ................................................... 458,614
15.21 % $ 145,361
18.94 % 145,288
6.0 % $ 193,814
6.0 % 193,717
Total Risk-Based Capital Ratio
6.5 %
6.5 %
8.0 %
8.0 %
Consolidated ...................................... $ 503,093
Bank ................................................... 488,888
20.77 % $ 193,814
20.19 % 193,717
8.0 % $ 242,268
8.0 % 242,146
10.0 %
10.0 %
165
The California Financial Code generally acts to prohibit banks from making a cash distribution to its shareholders in excess of
the lesser of the bank's undivided profits or the bank's net income for its last three fiscal years less the amount of any distribution
made by the bank's shareholders during the same period.
The California general corporation law generally acts to prohibit companies from paying dividends on common stock unless
its retained earnings, immediately prior to the dividend payment, equals or exceeds the amount of the dividend. If a company
fails this test, then it may still pay dividends if after giving effect to the dividend the company's assets are at least 125% of its
liabilities.
Additionally, the Federal Reserve Bank has issued guidance which requires that they be consulted before payment of a dividend
if a bank holding company does not have earnings over the prior four quarters of at least equal to the dividend to be paid, plus
other holding company obligations.
NOTE 18 - FAIR VALUE MEASUREMENTS
The following is a description of valuation methodologies used for assets and liabilities recorded at fair value:
Securities: The fair values of securities available for sale are determined by obtaining quoted prices on nationally recognized
securities exchanges (Level 1) or matrix pricing, which is a mathematical technique used widely in the industry to value debt
securities without relying exclusively on quoted prices for specific securities but rather by relying on the securities' relationship
to other benchmark quoted securities (Level 2).
Other Real Estate Owned: Nonrecurring adjustments to certain commercial and residential real estate properties classified as
other real estate owned are measured at the lower of carrying amount or fair value, less costs to sell. In cases where the carrying
amount exceeds the fair value, less costs to sell, an impairment loss is recognized. Fair values are generally based on third party
appraisals of the property which are commonly adjusted by management to reflect an expectation of the amount to be ultimately
collected and selling costs (Level 3).
Appraisals for other real estate owned are performed by state licensed appraisers (for commercial properties) or state certified
appraisers (for residential properties) whose qualifications and licenses have been reviewed and verified by the
Company. When a Notice of Default is recorded, an appraisal report is ordered. Once received, a member of the credit
administration department reviews the assumptions and approaches utilized in the appraisal as well as the overall resulting fair
value in comparison to independent data sources such as recent market data or industry wide-statistics for residential
appraisals. Commercial appraisals are sent to an independent third party to review. The Company also compares the actual
selling price of collateral that has been sold to the most recent appraised value to determine what additional adjustments, if any,
should be made to the appraisal values on any remaining other real estate owned to arrive at fair value. If the existing appraisal
is older than twelve months a new appraisal report is ordered. No significant adjustments to appraised values have been made
as a result of this comparison process as of December 31, 2021.
Collateral-dependent impaired loans: Collateral-dependent impaired loans are carried at fair value when it is probable that the
Company will be unable to collect all amounts due according to the contractual terms of the original loan agreement and the
loan has been written down to the fair value of its underlying collateral, net of expected disposition costs where applicable.
Off-Balance-Sheet Financial Instruments: The fair value of commitments to extend credit, standby letters of credit, interest
rate lock commitments, forward mortgage loan sales contracts and financial guarantees written were estimated using the fees
currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present
creditworthiness of the counter parties. The fair value of guarantees and letters of credit was based on fees currently charged
for similar agreements or on the estimated cost to terminate them or otherwise settle the obligations with the counter parties at
the reporting date. Off-balance-sheet financial instruments were valued based on the assumptions that a market participant
would use, a Level 3 measurement.
Fair value was estimated in accordance with ASC Topic 825. Fair value estimates were made at specific points in time, based
on relevant market information and information about the financial instrument. Because no market exists for a significant
portion of the Bank’s financial instruments, fair value estimates were based on judgments regarding future expected loss
experience, current economic conditions, risk characteristics of various financial instruments, and other factors. These estimates
were subjective in nature and involved uncertainties and matters of significant judgment and therefore cannot be determined
with precision. Changes in assumptions could significantly affect the estimates.
166
The following table provides the hierarchy and fair value for each major category of assets and liabilities measured at fair value
at December 31, 2021 and 2020:
(dollars in thousands)
December 31, 2021
Fair Value Measurements Using:
Level 1
Level 2
Level 3
Total
Assets measured at fair value:
On a recurring basis:
Securities available for sale
Government agency securities ................................................ $
SBA agency securities ............................................................
Mortgage-backed securities ....................................................
Collateralized mortgage obligations .......................................
Commercial paper ...................................................................
Corporate debt securities ........................................................
Municipal securities ................................................................
Interest Rate Lock Contracts ......................................................
Forward Mortgage Loan Sale Contracts ....................................
$
On a non-recurring basis:
— $
—
—
—
—
—
—
—
—
— $
5,610 $
3,469
55,025
119,511
129,926
42,205
12,514
—
—
368,260 $
— $
—
—
—
—
—
—
141
124
265 $
5,610
3,469
55,025
119,511
129,926
42,205
12,514
141
124
368,525
Other real estate owned ........................................................... $
— $
— $
293 $
293
December 31, 2020
Level 1
Level 2
Level 3
Total
Assets measured at fair value:
On a recurring basis:
Securities available for sale
Government agency securities ............................................... $
SBA agency securities ...........................................................
Mortgage-backed securities ...................................................
Collateralized mortgage obligations ......................................
Commercial paper ...................................................................
Corporate debt securities .......................................................
Municipal securities ...............................................................
Interest Rate Lock Contracts .........................................................
Forward Mortgage Loan Sale Contracts .......................................
$
On a non-recurring basis:
— $
—
—
—
—
—
—
—
—
— $
1,294 $
4,394
17,677
48,874
102,448
34,563
1,617
—
—
210,867 $
— $
—
—
—
—
—
—
45
214
259 $
1,294
4,394
17,677
48,874
102,448
34,563
1,617
45
214
211,126
Other real estate owned .......................................................... $
— $
— $
293 $
293
Quantitative information about the Company's recurring Level 3 fair value measurements as of December 31, 2021 and 2020
is as follows:
At December 31, 2020, fair value for IRLCs and FMLSCs totaled $259,000. All IRLCs and FMLSCs at December 31,
2020, were funded and sold to Fannie Mae in the first six months of 2021 except one FMLSC with fair value less than a
thousand dollars. Changes in fair value were $6,000 in 2021. Fair value for IRLCs and FMLSCs totaled $265,000 at December
31, 2021.
The fair value measurement of IRLCs and FMLSCs were primarily based on the buy price from borrowers ranging from
96 to 100, the sale price to Fannie Mae ranging from 99 to 104, and the significant unobservable inputs using margin cost rate
from 1.50% to 2.00%.
Quantitative information about the Company's non-recurring Level 3 fair value measurements as of December 31, 2021 and
2020 is as follows:
167
OREO consists of one single-family residence with a fair value of $293,000 as of December 31, 2021 and December 31,
2020. OREO was evaluated by third party appraisals with unobservable input of management adjustment in the range of 5%-
6% to reflect current conditions and selling costs.
No write-downs to OREO were recorded in 2021 or 2020.
Quantitative information about the Company's recurring Level 3 fair value measurements as of December 31, 2021 and
2020 is as follows:
Interest Rate Lock Commitments ("IRLCs"): Agreements under which the Company agrees to extend credit to a
borrower under certain specified terms and conditions in which the interest rate and the maximum amount of the loan are set
prior to funding. Under the agreement, the Company commits to lend funds to a potential borrower (subject to the Company’s
approval of the loan) on a fixed or adjustable rate basis, regardless of whether interest rates change in the market, or on a
floating rate basis. As such, outstanding IRLCs are subject to interest rate risk and related price risk during the period from the
date of issuance through the date of loan funding, cancelling or expiration. Loan commitments generally range between 30
and 90 days; however, the borrower is not obligated to obtain the loan. The Company is subject to fallout risk related to IRLCs,
which is realized if approved borrowers choose not to close on the loans within the terms of the IRLCs. The Company uses
best efforts commitments to substantially eliminate these risks. Historical commitment-to-closing ratios are considered to
estimate the quantity of mortgage loans that will fund within the terms of the IRLCs.
The FASB Accounting Standards Codification (“FASB ASC”) provides that IRLCs on mortgage loans that will be held
for resale are derivatives and must be accounted for at fair value on the balance sheet (if material). FASB ASC Topic 820 –
Fair Value Measurements and Disclosures specifies how these derivatives are to be valued. Commitments to originate
mortgage loans to be held for investment and other types of loans are generally not derivatives. Consequently, the Company
has elected to account for these obligations at fair value.
Forward Mortgage Loan Sale Contracts ("FMLSCs"): The Company is subject to interest rate and price risk on its
mortgage loans held for sale from the loan funding date until the date the loan is sold. Best efforts commitments which fix the
forward sales price that will be realized in the secondary market are used to eliminate the interest rate and price risk to the
Company. To avoid interest rate risk, the Company will enter into FMLSCs at the time they make an interest rate lock
commitment to the buyer. They can enter into mortgage loan sales commitments on a “mandatory” or “best efforts” basis.
Mandatory commitments provide that the loan must be delivered or the commitment be “paired off”. In general, best efforts
commitments provide that the loan be delivered if and when it closes.
Mandatory delivery commitments, also known as forward loan sales commitments, are considered to be derivatives under
FASB ASC Topic 815 (Derivatives and Hedging) because they meet all of the following criteria:
●
●
●
●
They have a specified underlying (the contractually specified price for the loans)
They have a notional amount (the committed loan principal amount)
They require little or no initial net investment
They require or permit net settlement as the institution via a pair-off transaction or the payment of a pair-off fee.
NOTE 19 - FAIR VALUE OF FINANCIAL INSTRUMENTS
The fair value of a financial instrument is the amount at which the asset or obligation could be exchanged in a current transaction
between willing parties, other than in a forced or liquidation sale. Fair value estimates are made at a specific point in time based
on relevant market information and information about the financial instrument. These estimates do not reflect any premium or
discount that could result from offering for sale at one time the entire holdings of a particular financial instrument. Because no
market value exists for a significant portion of the financial instruments, fair value estimates are based on judgments regarding
future expected loss experience, current economic conditions, risk characteristics of various financial instruments, and other
factors. These estimates are subjective in nature, involve uncertainties and matters of judgment and, therefore, cannot be
determined with precision. Changes in assumptions could significantly affect the estimates.
168
Fair value estimates are based on financial instruments both on and off the balance sheet without attempting to estimate the
value of anticipated future business and the value of assets and liabilities that are not considered financial instruments.
Additionally, tax consequences related to the realization of the unrealized gains and losses can have a potential effect on fair
value estimates and have not been considered in many of the estimates.
In accordance with accounting guidance, the Company groups its financial assets and financial liabilities measured at fair value
in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to
determine fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets
or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels
of the fair value hierarchy are described as follows:
Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted
assets or liabilities.
Level 2 - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or
indirectly. These might include quoted prices for similar instruments in active markets, quoted prices for identical or similar
instruments in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as
interest rates, prepayment speeds, volatilities, etc.) or model-based valuation techniques where all significant assumptions are
observable, either directly or indirectly, in the market.
Level 3 - Valuation is generated from model-based techniques where one or more significant inputs are not observable, either
directly or indirectly, in the market. These unobservable assumptions reflect the Company’s own estimates of assumptions that
market participants would use in pricing the asset or liability. Valuation techniques may include use of matrix pricing,
discounted cash flow models, and similar techniques.
Because no market exists for a significant portion of the Company’s financial instruments, fair value estimates are based on
judgments regarding current economic conditions, risk characteristics of various financial instruments, and other factors. These
estimates are subjective in nature, and involve uncertainties and matters of significant judgment and therefore cannot be
determined with precision. Changes in assumptions could significantly affect the fair values presented. Management uses its
best judgment in estimating the fair value of the Company’s financial instruments; however, there are inherent limitations in
any estimation technique.
A financial instrument’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair
value measurement. Management maximizes the use of observable inputs and attempts to minimize the use of unobservable
inputs when determining fair value measurements. Estimated fair values are disclosed for financial instruments for which it is
practicable to estimate fair value. These estimates are made at a specific point in time based on relevant market data and
information about the financial instruments. These estimates do not reflect any premium or discount that could result from
offering the Company’s entire holdings of a particular financial instrument for sale at one time, nor do they attempt to estimate
the value of anticipated future business related to the instruments. In addition, the tax ramifications related to the realization of
unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in any of these
estimates.
The following methods and assumptions were used to estimate the fair value of significant financial instruments not previously
presented:
Cash and Due From Banks -- The carrying amounts of cash and short-term instruments approximate fair values.
Time Deposits in Other Banks -- Fair values for time deposits with other banks are estimated using discounted cash flow
analyses, using interest rates currently being offered with similar terms.
Loans -- For variable rate loans that reprice frequently and with no significant change in credit risk, fair values are based on
carrying amounts. The fair values for all other loans are estimated using discounted cash flow analyses, using interest rates
currently being offered for loans with similar terms to borrowers with similar credit quality. In accordance with the prospective
adoption of ASU 2016-01, the fair value of loans as of December 31, 2021 was measured using an exit price notion.
Mortgage Loans Held for Sale -- The Company records mortgage loans held for sale at fair value based on the net premium
received on recent sales of mortgage loans for identical pools of loans.
169
Equity Securities -- The fair values of the Company’s equity securities are estimated using discounted cash flow analyses
resulting in a Level 2 classification.
Deposits -- The fair values disclosed for demand deposits, including interest and non-interest demand accounts, savings, and
certain types of money market accounts are, by definition based on carrying value. Fair value for fixed-rate certificates of
deposit is estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates
to a schedule of aggregate expected monthly maturities on time deposits. Early withdrawal of fixed-rate certificates of deposit
is not expected to be significant
FHLB Advances -- The carrying amounts of short-term debt with maturities of less than ninety days, such as FHLB Advances,
approximate their fair values. The fair values of the Company’s long-term FHLB Advances are estimated using discounted
cash flow analyses based on the current borrowing rates for similar types of borrowing arrangements resulting in a Level 2
classification.
Long-Term Debt -- The fair values of the Company’s long-term borrowings are estimated using discounted cash flow analyses
based on the current borrowing rates for similar types of borrowing arrangements resulting in a Level 2 classification.
Subordinated Debentures -- The fair values of the Company’s Subordinated Debentures are estimated using discounted cash
flow analyses based on the current borrowing rates for similar types of borrowing arrangements resulting in a Level
2 classification.
Servicing Rights -- Mortgage and SBA servicing rights are calculated by discounting scheduled cash flows through the
estimated maturity using estimated market discount rates that reflect the credit and interest rate risk inherent in the loan, a
Level 2 measurement
Off-Balance Sheet Financial Instruments -- The fair value of commitments to extend credit and standby letters of credit, interest
rate lock commitments and forward mortgage loan sales contracts is estimated using the fees currently charged to enter into
similar agreements. Unobservable inputs that reflect the Company's own assumptions about the assumptions that market
participants would use in pricing an asset or liability. The fair value of these financial instruments is not material.
The fair value hierarchy level and estimated fair value of significant financial instruments at December 31, 2021 and 2020 are
summarized as follows:
(dollars in thousands)
Financial Assets:
Fair Value Carrying
Hierarchy Value
December 31, 2021
Fair
Value
December 31, 2020
Carrying
Fair
Value
Value
Cash and due from banks ........................................ Level 1
Federal funds sold and other cash equivalents ........ Level 1
Interest-earning deposits in other financial
institutions ........................................................... Level 1
Investment securities – AFS ................................... Level 2
Investment securities – HTM .................................. Level 2
Mortgage loans held for sale .................................... Level 1
Loans, net ................................................................. Level 3
Equity securities ....................................................... Level 3
Servicing assets: ....................................................... Level 2
Derivative assets:
Interest Rate Lock Contracts ................................... Level 3
Forward Mortgage Loan Sale Contracts .................. Level 3
Financial Liabilities:
Deposits ................................................................... Level 2
FHLB advances ....................................................... Level 3
Long-term debt ........................................................ Level 3
Subordinated debentures ......................................... Level 3
170
$
501,372 $ 501,372 $ 137,654 $ 137,654
57,000
193,000
193,000
57,000
600
368,260
6,252
5,957
600
368,260
6,577
6,055
600
210,867
7,603
50,716
2,898,438 2,908,742 2,677,429 2,687,751
14,894
15,617
600
210,867
7,174
49,963
19,992
19,442
14,894
13,965
19,992
11,517
Notional
Value
$
8,099 $
14,296
Fair
Value
Notional
Value
Fair
Value
141 $
124
27,665 $
55,089
45
214
Fair
Value
Carrying
Value
Carrying
Value
$ 3,385,532 $ 3,388,008 $ 2,635,128 $ 2,632,933
149,964
137,930
14,654
150,000
104,391
14,283
143,237
175,773
13,991
150,000
173,007
14,502
Fair
Value
NOTE 20 - EARNINGS PER SHARE ("EPS")
The following is a reconciliation of net income and shares outstanding to the income and number of shares used to compute
EPS:
2021
2020
2019
(dollars in thousands except per
share amounts)
Net income as reported .............. $
Less: Earnings allocated to
participating securities .............
Shares outstanding .....................
Impact of weighting shares ........
Used in basic EPS ......................
Dilutive effect of outstanding ....
Stock options ..............................
Used in dilutive EPS .................. $
Basic earnings per common
Income
Shares
56,906
(192 )
Income Shares
32,928
$
Income
Shares
$
39,209
(37 )
(74 )
19,455,544
(31,995 )
56,715 19,423,549
19,565,921
197,501
32,891 19,763,422
20,030,866
(13,560 )
39,135 20,017,306
410,756
56,715 19,834,306 $
158,437
32,891 19,921,859 $
376,118
39,135 $ 20,393,424
share ........................................ $
2.92
$
1.66
$
1.96
Diluted earnings per common
share ........................................
2.86
1.65
1.92
Stock options for zero, 301,500 and 76,500 shares of common stock were not considered in computing diluted earnings per
common share for December 31, 2021, 2020 and 2019, respectively because they were anti-dilutive.
NOTE 21 – REVENUE FROM CONTRACTS WITH CUSTOMERS
On January 1, 2019, the Company adopted ASU 2014-09, Revenue from Contracts with Customers - Topic 606 and all
subsequent ASUs that modified ASC 606. The Company adopted ASC 606 using the modified retrospective method applied
to those contracts that were not completed as of January 1, 2019. The new standard did not materially impact the timing or
measurement of the Company’s revenue recognition as it is consistent with the Company’s existing accounting for contracts
within the scope of the new standard. There was no cumulative effect adjustment to retained earnings as a result of adopting
this new standard.
The following is a summary of revenue from contracts with customers that are in-scope and not in-scope under Topic 606:
Non-interest income, in scope (1)
(dollars in thousands)
For the Year Ended December 31,
2020
2021
2019
Fees and service charges on deposit accounts .............................. $
Other fees (2) ................................................................................
Other income (3) ...........................................................................
(Loss) on sale of OREO and fixed assets .....................................
Total in-scope non-interest income ...................................................
Non-interest income, not in scope (4) ...............................................
Total non-interest income .................................................................. $
2,367 $
2,543
2,157
—
7,067
11,678
18,745 $
1,636 $
832
2,013
—
4,481
9,559
14,040 $
1,366
1,118
1,429
(100 )
3,813
14,507
18,320
(1) There were no adjustments to the Company's financial statements recorded as a result of the adoption of ASC 606.
(2) Other fees consists of wealth management fees, miscellaneous loan fees and postage/courier fees.
(3) Other income consists of safe deposit box rental income, wire transfer fees, security brokerage fees, annuity sales,
insurance activity, and OREO income.
(4) The amounts primarily represent revenue from contracts with customers that are out of scope of ASC 606: Net loan
servicing income, letter of credit commissions, import/export commissions, recoveries on purchased loans, BOLI
income, and gains (losses) on sales of mortgage loans, loans and investment securities.
171
The major revenue streams by fee type that are within the scope of ASC 606 presented in the above tables are described in
additional detail below:
Fees and Services Charges on Deposit Accounts
Fees and service charges on deposit accounts include charges for analysis, overdraft, cashier's check fees, ATM, and safe
deposit activities executed by our deposit clients, as well as interchange income earned through card payment networks for the
acceptance of card based transactions. Fees earned from our deposit clients are governed by contracts that provide for overall
custody and access to deposited funds and other related services, and can be terminated at will by either party; this includes
fees from money service businesses (MSBs). Fees received from deposit clients for the various deposit activities are recognized
as revenue once the performance obligations are met. Periodic service charges are generally collected monthly directly from
the customer’s deposit account, and at the end of a statement cycle, while transaction based service charges are typically
collected at the time of or soon after the service is performed. The adoption of ASU 2014-09 had no impact to the recognition
of fees and service charges on deposit accounts.
Wealth Management Fees
The Company employs financial consultants to provide investment planning services for customers including wealth
management services, asset allocation strategies, portfolio analysis and monitoring, investment strategies, and risk management
strategies. The commission fees the Company earns are variable and are generally received monthly. The Company recognizes
revenue for the services performed at quarter-end based on actual transaction details received from the broker dealer the
Company engages.
In the Company’s wealth management division, revenue is primarily generated from (1) securities brokerage accounts, (2)
investment advisor accounts, (3) full service brokerage implementation fees, and (4) life insurance and annuity products.
Gain (loss) on Sales of Other Real Estate Owned and Fixed Assets
The Company records a gain or loss from the sale of OREO and fixed assets, when control of the property or asset transfers to
the buyer, which generally occurs at the time of an executed deed or sales agreement. When the Company finances the sale of
OREO to a buyer, the Company assesses whether the buyer is committed to perform their obligations under the contract and
whether collectability of the transaction price is probable. Once these criteria are met, the OREO asset is derecognized and the
gain or loss on sale is recorded upon transfer of control of the property to the buyer. In determining the gain or loss on the sale,
the Company adjusts the transaction price and related gain or loss on sale if a significant financing component is present.
NOTE 22 – QUALIFIED AFFORDABLE HOUSING PROJECT INVESTMENTS
The Company began investing in qualified affordable housing projects in 2016. At December 31, 2021 and December 31, 2020,
the balance of the investment for qualified affordable housing projects was $6.6 million and $7.6 million, respectively. This
balance is reflected in the accrued interest and other assets line on the consolidated balance sheets. Total unfunded commitments
related to the investments in qualified affordable housing projects totaled $826,000 and $1.6 million at December 31, 2021 and
December 31, 2020. The Company expects to fulfill these commitments between 2022 and 2029.
During the years ending December 31, 2021, 2020 and 2019, the Company recognized amortization expense of $1.0 million,
$979,000, and $900,000, respectively, which was included within income tax expense on the consolidated statements of
income.
During the years ended December 31, 2021, 2020 and 2019, the Company recognized tax credits from its investment in
affordable housing tax credits of $1.0 million, $891,000 and $1.1 million, respectively. The Company had no impairment losses
during the years ended December 31, 2021, 2020 and 2019.
NOTE 23 - PARENT ONLY CONDENSED FINANCIAL INFORMATION
The parent company only condensed statements of financial condition as of December 31, 2021 and 2020, and the related
condensed statements of income and condensed statements of cash flows for the years ended December 31, 2021, 2020 and
2019 are presented below:
172
Condensed Statements of Financial Condition
(Dollars in Thousands)
2021
2020
ASSETS
Cash and cash equivalents .................................................................................................. $
Investment in Bank
Investment in RAM ............................................................................................................
Other assets ........................................................................................................................
Total assets ......................................................................................................... $
LIABILITIES AND SHAREHOLDERS' EQUITY
Long term debt ...................................................................................................................
Subordinated debentures ....................................................................................................
Other liabilities ...................................................................................................................
Total liabilities ....................................................................................................
Shareholders' equity:
Common stock ............................................................................................................
Additional paid-in capital ...........................................................................................
Retained earnings ........................................................................................................
Non-controlling interest ..............................................................................................
Accumulated other comprehensive income ................................................................
Total shareholders' equity ....................................................................................
Total liabilities and shareholders' equity ........................................................ $
77,578 $
570,610
2,992
4,624
655,804 $
173,007
14,502
1,612
189,121
282,335
4,603
181,329
72
(1,656 )
466,683
655,804 $
7,089
532,972
2,933
5,782
548,776
104,391
14,283
1,614
120,288
284,261
4,932
138,094
72
1,129
428,488
548,776
Condensed Statements of Income
(Dollars in Thousands)
2021
2020
2019
Dividend from subsidiaries .................................................................. $
Interest expense ....................................................................................
Noninterest expense .............................................................................
Income (loss) before equity in undistributed income of
25,000 $
8,999
1,452
29,000 $
7,677
1,292
—
7,697
1,300
subsidiaries .........................................................................
14,549
20,031
(8,997 )
Equity in undistributed income of:
Bank ..............................................................................................
RAM .............................................................................................
Income before income taxes ..................................................
Income tax benefit ................................................................................
Net income .............................................................................
Other comprehensive income (loss) .....................................................
Total comprehensive income ................................................. $
39,109
59
53,717
3,189
56,906
(2,785 )
54,121 $
14,053
(3,936 )
30,148
2,780
32,928
890
33,818 $
45,324
74
36,401
2,808
39,209
1,577
40,786
173
Condensed Statements of Cash Flows
(Dollars in Thousands)
2021
2020
2019
Cash flows from operating activities:
Net income .................................................................................... $
Net amortization of other ..............................................................
Provision for deferred income taxes .............................................
Undistributed income of subsidiaries ...........................................
Change in other assets and liabilities ............................................
Cash flows from investment activities:
Net cash acquired in connection with acquisition ........................
Purchase of other equity securities, net ........................................
Investment in subsidiaries .............................................................
Cash flows from financing activities:
Issuance of subordinated debentures, net of issuance costs ..........
Redemptions of subordinated debentures .....................................
Dividends paid ..............................................................................
Common stock repurchased, net of repurchased costs .................
Stock options exercised ................................................................
56,906 $
724
(337 )
(39,168 )
1,645
19,770
—
(380 )
—
(380 )
118,111
(50,000 )
(9,947 )
(10,540 )
3,475
51,099
32,928 $
560
441
(10,116 )
(742 )
23,071
6,634
—
(38,895 )
(32,261 )
—
—
(6,567 )
(7,851 )
712
(13,706 )
Increase (decrease) in cash and cash equivalents .................................
Cash and cash equivalents beginning of year ......................................
Cash and cash equivalents end of year ................................................. $
70,489
7,089
77,578 $
(22,896 )
29,985
7,089 $
NOTE 24 – SUBSEQUENT EVENTS
39,209
508
513
(45,398 )
(1,981 )
(7,149 )
—
—
—
—
—
—
(8,033 )
(3,190 )
2,817
(8,406 )
(15,555 )
45,540
29,985
On January 19, 2022, the board of directors of RBB Bancorp approved an amendment and restatement of the RBB 2017
Omnibus Stock Incentive Plan.
On January 20, 2022, RBB announced a cash dividend of $0.14 per share for the fourth quarter of 2021. The dividend is
payable on February 1, 2022 to common shareholders of record as of January 31, 2022.
On January 21, 2022, RBB Bancorp announced that it had completed the acquisition of the Bank of the Orient Hawaii
branch on January 14, 2022.
On February 22, 2022, RBB Bancorp announced that President and Chief Executive Officer Alan Thian will take a leave
of absence, effective immediately, pending an internal investigation being conducted by a special committee of the RBB Board
of Directors. The RBB Board of Directors has appointed David Morris, Executive Vice President and Chief Financial Officer,
as Interim President and Chief Executive Officer. Mr. Morris will continue in his role as CFO.
174
NOTE 25 – QUARTERLY INCOME STATEMENTS (Unaudited)
The following table presents the unaudited quarterly condensed income statements for the years 2021 and 2020.
(dollars in thousands)
Quarter
Quarter
Quarter
Quarter
Quarter
Quarter
Quarter
2021
2020
4th
3rd
2nd
1st
4th
3rd
2nd
1st
Quarter
5,532
5,219
5,914
Interest income .............. $ 38,444 $ 37,108 $ 35,971 $ 35,540 $ 35,864 $ 35,125 $ 34,103 $ 34,028
Interest expense .............
9,069 10,435
Net interest income ....... 33,225 31,576 30,057 29,485 28,877 27,251 25,034 23,593
Provision for credit
losses .............................
Net interest income
after provision for
credit losses ........ 32,590 30,380 29,429 27,985 25,869 23,390 22,025 21,648
Noninterest income: ......
4,615
Noninterest expense: ..... 13,300 14,420 14,680 15,792 14,453 13,978 14,819 16,263
6,987
4,490
3,008
2,208
3,009
3,861
7,874
2,727
6,055
1,500
5,894
4,171
3,156
1,196
5,524
628
635
1,945
Income before
Income tax expense .......
income taxes ....... 22,446 21,484 18,920 18,087 15,906 12,139
3,619
8,520 $
4,759
Net income ...... $ 15,706 $ 15,364 $ 13,380 $ 12,456 $ 11,147 $
5,631
5,540
6,740
6,120
9,414 10,000
3,252
2,901
6,748
6,513 $
Net income per share
Basic ....................... $
Diluted ...................
0.81 $
0.79
0.79 $
0.77
0.69 $
0.67
0.64 $
0.63
0.57 $
0.56
0.43 $
0.43
0.33 $
0.33
0.34
0.33
NOTE 26 – REPURCHASE OF COMMON STOCK
On June 24, 2019, the Board of Directors approved a stock repurchase program to buy back up to an aggregate of 1.0 million
shares of our common stock. On April 22, 2021, the Board of Directors approved a stock repurchase program to buy back up
to an aggregate of 500,000 shares of our common stock. As of December 31, 2021, the Company may repurchase up to
335,650 shares under the repurchase program. As of December 31, 2021 the Company had repurchased 1,164,350 shares of
stock at an average per share price of $18.53.
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures.
Evaluation of disclosure controls and procedures. The Company’s management, including our President and Chief
Executive Officer and our Chief Financial Officer, have evaluated the effectiveness of our “disclosure controls and procedures”
(as defined in Rule 13a-15(e) under the Exchange Act), as of the end of the period covered by this report. Based on such
evaluation, our President and Chief Executive Officer and our Chief Financial Officer have concluded that, as of the end of
such period, the Company’s disclosure controls and procedures were effective as of that date to provide reasonable assurance
that the information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that
information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is accumulated
and communicated to the Company’s management, including its President and Chief Executive Officer and its Chief Financial
Officer, as appropriate, to allow timely decisions regarding required disclosure.
Changes in internal control over financial reporting. There have not been any changes in the Company’s internal control
over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) during the fiscal quarter to which
this report relates that have materially affected, or are reasonably likely to materially affect, the Company’s internal control
over financial reporting.
175
Management’s Report on Internal Control over Financial Reporting
The management of the Company is responsible for establishing and maintaining adequate internal control over financial
reporting as such term is defined in Rule 13a-15(f) under the Exchange Act. The Company’s internal control over financial
reporting is a process designed under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial
statements for external purposes in accordance with U.S. generally accepted accounting principles.
The Company's internal control over financial reporting includes those policies and procedures that: (1) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect the Company's transactions and dispositions of
the Company's assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of the
consolidated financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and
expenditures of the Company are being made only in accordance with authorizations of the Company's management and
directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the Company's assets that could have a material effect on the consolidated financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
As of December 31, 2021, under the supervision and with the participation of the Company’s management, including the
Company’s principal executive officer and principal financial officer, the Company assessed the effectiveness of its internal
control over financial reporting based on the criteria for effective internal control over financial reporting established in
“Internal Control — Integrated Framework (2013),” issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO). Based on this assessment, management determined that the Company maintained effective internal
control over financial reporting as of December 31, 2021.
Eide Bailly, LLP, the independent registered public accounting firm that audited the Company's consolidated financial
statements included in this report, has issued an attestation report on the effectiveness of the Company's internal control over
financial reporting, a copy of which appears in Item 8.
Changes in Internal Control over Financial Reporting
There have not been any changes in the Company’s internal control over financial reporting, as such term is defined in
Rule 13a-15(f) under the Exchange Act, that occurred during the fourth fiscal quarter of 2021 that have materially affected, or
are reasonably likely to materially effect, the Company’s internal control over financial reporting.
Item 9B. Other Information.
None
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable
176
Item 10. Directors, Executive Officers and Corporate Governance.
PART III
This information can be found in the sections titled “Proposal 1 – Election of Directors,” “Section 16(a) Beneficial
Ownership Reporting Compliance,” and “Corporate Governance and the Board of Directors” appearing in the Company’s
Proxy Statement for the 2022 annual meeting of shareholders to be filed within 120 days after December 31, 2021, which is
incorporated herein by reference.
Item 11. Executive Compensation.
This information can be found in the sections titled “Executive Compensation” and “Corporate Governance and the
Board of Directors” appearing in the Company’s Proxy Statement for the 2022 annual meeting of shareholders to be filed
within 120 days after December 31, 2021, which is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
This information can be found in the sections titled “Security Ownership of Certain Beneficial Owners and
Management,” appearing in the Company’s Proxy Statement for the 2022 annual meeting of shareholders to be filed within
120 days after December 31, 2021, which is incorporated herein by reference.
Equity Compensation Plan Information
The following table provides information as of December 31, 2021 with respect to options outstanding and available
under our 2017 Stock Incentive Plan, which is our only equity compensation plan other than an employee benefit plan meeting
the qualification requirements of Section 401(a) of the Internal Revenue Code:
Plan Category
Equity compensation plans approved by security holders ...................
Equity compensation plans not approved by security holders .............
Total .....................................................................................................
Number of
Securities to be
Issued Upon
Exercise of
Outstanding
Options
Weighted-
Average
Exercise Price
of Outstanding
Options
Number of
Securities
Remaining
Available for
Future
Issuance
943,918 $
—
943,918 $
14.66
—
14.66
981,853
—
981,853
Item 13. Certain Relationships and Related Transactions, and Director Independence.
This information can be found in the sections titled “Certain Relationships and Related Party Transactions” and
“Corporate Governance and the Board of Directors” appearing in the Company’s Proxy Statement for the 2022 annual meeting
of shareholders to be filed within 120 days after December 31, 2021, which is incorporated herein by reference.
Item 14. Principal Accountant Fees and Services.
This information can be found in the section titled “Independent Registered Public Accounting Firm” appearing in the
Company’s Proxy Statement for the 2022 annual meeting of shareholders to be filed within 120 days after December 31, 2021,
which is incorporated herein by reference.
177
Item 15. Exhibits, Financial Statement Schedules.
(a) Documents filed as part of this report.
PART IV
(1) The following financial statements are incorporated by reference from Item 8 hereof:
Report of Independent Registered Public Accounting Firm.
Consolidated Balance Sheets as of December 31, 2021 and 2020.
Consolidated Statements of Income for the Years Ended December 31, 2021, 2020 and 2019.
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2021, 2020 and
2019.
Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended December 31, 2021,
2020 and 2019.
Consolidated Statements of Cash Flows for the Years Ended December 31, 2021, 2020 and 2019.
Notes to Consolidated Financial Statements.
(2) All schedules for which provision is made in the applicable accounting regulation of the SEC are omitted because
they are not applicable or the required information is included in the consolidated financial statements or related
notes thereto.
(b)
The following exhibits are filed with or incorporated by reference in this report, and this list includes the Exhibit
Index.
Exhibit
Number
EXHIBIT INDEX
Description
2.1
3.1
3.2
3.3
4.1
Agreement and Plan of Merger By and Among RBB Bancorp, Royal Business Bank, PGH Holdings, Inc. and
Pacific Global Bank, effective as of September 5, 2019 (incorporated herein by reference to Exhibit 2.1 to our
Form 10-Q filed on November 12, 2019)
Articles of Incorporation of RBB Bancorp (1)
Bylaws of RBB Bancorp (2)
Amendment to Bylaws of RBB Bancorp (4)
Specimen Common Stock Certificate of RBB Bancorp (3)
Instruments defining the rights of holders of the long-term debt securities of the Company and its subsidiaries are
omitted pursuant to section (b)(4)(iii)(A) of Item 601 of Regulation S-K. The Company hereby agrees to furnish
copies of these instruments to the SEC upon request.
4.2
Description of Registrant’s Securities (incorporated by reference to Exhibit 4.1 to our Form 10-K filed on December
31, 2019)
178
10.1
10.2
10.3
Employment Agreement dated April 12, 2017 between RBB Bancorp, Royal Business Bank and Alan Thian
(incorporated herein by reference to Exhibit 10.1 to our Form S-1 Registration Statement (Registration No. 333-
219018) filed on June 28, 2017)*
Employment Agreement dated April 12, 2017 between RBB Bancorp, Royal Business Bank and David
Morris (incorporated herein by reference to Exhibit 10.2 to our Form S-1 Registration Statement (Registration No.
333-219018) filed on June 28, 2017)*
Employment Agreement dated April 12, 2017 between RBB Bancorp, Royal Business Bank and Simon Pang
(incorporated herein by reference to Exhibit 10.3 to our Form S-1 Registration Statement (Registration No. 333-
219018) filed on June 28, 2017)*
10.4
RBB Bancorp 2010 Stock Option Plan (incorporated herein by reference to Exhibit 10.4 to our Form S-1
Registration Statement (Registration No. 333-219018) filed on June 28, 2017)*
10.5
Form of Stock Option Award under the RBB Bancorp 2010 Stock Option Plan (incorporated herein by reference to
Exhibit 10.5 to our Form S-1 Registration Statement (Registration No. 333-219018) filed on June 28, 2017)*
10.6
RBB Bancorp 2017 Omnibus Stock Incentive Plan (incorporated herein by reference to Exhibit 10.6 to our Form
S-1 Registration Statement (Registration No. 333-219018) filed on June 28, 2017)*
10.7
10.8
10.9
10.10
10.11
10.12
10.13
Form of Stock Option Award Terms under the RBB Bancorp 2017 Omnibus Stock Incentive Plan (incorporated
herein by reference to Exhibit 10.7 to our Form S-1 Registration Statement (Registration No. 333-219018) filed on
June 28, 2017)*
Form of Stock Appreciation Rights Award under the RBB Bancorp 2017 Omnibus Stock Incentive
Plan (incorporated herein by reference to Exhibit 10.8 to our Form S-1 Registration Statement (Registration No.
333-219018) filed on June 28, 2017)*
Form of Deferred Stock Award Agreement under the RBB Bancorp 2017 Omnibus Stock Incentive Plan
(incorporated herein by reference to Exhibit 10.9 to our Form S-1 Registration Statement (Registration No. 333-
219018) filed on June 28, 2017)*
Form of Restricted Stock Award Agreement under the RBB Bancorp 2017 Omnibus Stock Incentive
Plan (incorporated herein by reference to Exhibit 10.10 to our Form S-1 Registration Statement (Registration No.
333-219018) filed on June 28, 2017)*
Form of Performance Award Agreement under the RBB Bancorp 2017 Omnibus Stock Incentive Plan (incorporated
herein by reference to Exhibit 10.11 to our Form S-1 Registration Statement (Registration No. 333-219018) filed
on June 28, 2017)*
Form of Indemnification Agreements entered into with all of the directors and executive officers of RBB
Bancorp (incorporated herein by reference to Exhibit 10.12 to our Form S-1 Registration Statement (Registration
No. 333-219018) filed on June 28, 2017)*
Form of Indemnification Agreement entered into with all of the former directors and executive officers of TFC
Holding Company (incorporated herein by reference to Exhibit 10.13 to our Form S-1 Registration Statement
(Registration No. 333-219018) filed on June 28, 2017)*
21.1
Subsidiaries of RBB Bancorp (Reference is made to “Item 1. Business” for the required information.)
23.1
Consent of Eide Bailly LLP
31.1
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
179
32.1
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2
Certification of Chief Finance Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS Inline XBRL Instance Document
101.SCH Inline XBRL Taxonomy Extension Schema Document
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
104
The cover page of RBB Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2021,
formatted in Inline XBRL (contained in Exhibit 101)
(1)
(2)
(3)
(4)
Incorporated by reference from Exhibit 3.1 of the Registrant’s Registration Statement in Form S-1 filed with the SEC on
June 28, 2017.
Incorporated by reference from Exhibit 3.2 of the Registrant’s Registration Statement in Form S-1 filed with the SEC on
June 28, 2017.
Incorporated by reference from Exhibit 4.1 of the Registrant’s Registration Statement in Form S-1 filed with the SEC on
June 28, 2017.
Incorporated by reference from Exhibit 3.3 of the Registrant’s Quarterly Report in Form 10-Q filed with the SEC on
November 13, 2018.
*
Indicates a management contract or compensatory plan.
Item 16. Form 10-K Summary
None.
180
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant
has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles,
State of California, on March 11, 2022.
SIGNATURES
RBB BANCORP
/s/ David R. Morris
By:
Name: David R. Morris
Title: Interim Chief Executive Officer and President
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by
the following persons on behalf of the Registrant in the capacities and on the dates indicated.
Signature
Title
Date
/s/ David R. Morris
David R. Morris
/s/ David R. Morris
David Morris
/s/ Peter M. Chang
Peter M. Chang
/s/ Wendell Chen
Wendell Chen
/s/ Christina Kao
Christina Kao
/s/ James W. Kao
James W. Kao
/s/ Chie-Min (Christopher) Koo
Chie-Min (Christopher) Koo
/s/ Alfonso Lau
Alfonso Lau
/s/ Christopher Lin
Christopher Lin
/s/ Ko-Yen Lin
Ko-Yen Lin
/s/ Paul Lin
Paul Lin
/s/ Feng (Richard) Lin
Feng (Richard) Lin
/s/ Fui Ming (Catherine) Thian
Fui Ming (Catherine) Thian
/s/ Raymond Yu
Raymond Yu
Interim Chief Executive Officer and President
(principal executive officer)
March 11, 2022
Executive Vice President; Chief Financial Officer March 11, 2022
(principal financial and accounting officer)
March 11, 2022
March 11, 2022
March 11, 2022
March 11, 2022
March 11, 2022
March 11, 2022
March 11, 2022
March 11, 2022
March 11, 2022
March 11, 2022
March 11, 2022
March 11, 2022
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
181
Consent of Independent Registered Public Accounting Firm
We hereby consent to the incorporation by reference in the registration statement (No. 333-219626) on Form S-8 of RBB
Bancorp and Subsidiaries of our report dated March 11, 2022 relating to our audit of the consolidated financial statements
and the effectiveness of internal control over financial reporting appearing in this annual report on Form 10-K for the year
ended December 31, 2021.
Exhibit 23.1
/s/ Eide Bailly LLP
Laguna Hills, California
March 11, 2022
182
Exhibit 31.1
CERTIFICATION
I, David Morris, certify that:
1. I have reviewed this Form 10-K to the annual report on Form 10-K of RBB Bancorp;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading
with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in
all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined
in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is
being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to
be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by
this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during
the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;
and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons
performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and
report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in
the registrant’s internal control over financial reporting
Date: March 11, 2022
By: /s/ David Morris
David Morris,
Interim President and Chief Executive Officer
183
Exhibit 31.2
CERTIFICATION
I, David Morris, certify that:
1. I have reviewed this Form 10-K to the annual report on Form 10-K of RBB Bancorp;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading
with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in
all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined
in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is
being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to
be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by
this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during
the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;
and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons
performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and
report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in
the registrant’s internal control over financial reporting.
Date: March 11, 2022
By: /s/ David Morris
David Morris,
Executive Vice President and Chief Financial Officer
184
Exhibit 32.1
CERTIFICATION
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with Form 10-K to the Annual Report of RBB Bancorp (the “Company”) on Form 10-K for the period
ended December 31, 2021, as filed with the Securities and Exchange Commission on March 11, 2022 (the “Report”), I,
David Morris, Interim President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted
pursuant to § 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934;
and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results
of operations of the Company.
Date: March 11, 2022
By: /s/ David R. Morris
David R. Morris
Interim President and Chief Executive Officer
185
Exhibit 32.2
CERTIFICATION
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with Form 10-K to the Annual Report of RBB Bancorp (the “Company”) on Form 10-K for the period
ended December 31, 2021, as filed with the Securities and Exchange Commission March 11, 2022 (the “Report”), I, David
Morris, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the
Sarbanes-Oxley Act of 2002, to the best of my knowledge that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934;
and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results
of operations of the Company.
Date: March 11, 2022
By: /s/ David Morris
David Morris,
Executive Vice President and Chief Financial
Officer
186
NOTES
4187
NOTES
5188
BOARD MEMBERS
James Kao PhD
高文環
Chairman of the Board
Raymond Yu
余柏豪
Vice-Chairman of the Board
Peter Chang
張銘輝
Board Member
Wendell Chen
陳文杰
Board Member
Christopher Lin PhD
林創一
Board Member
Christina Kao
高嘉偉
Board Member
Christopher Koo CPA
古志明
Board Member
Alfonso Lau
劉永泰
Board Member
Ko-Yen Lin
林國彥
Board Member
Paul Lin
林柏彥
Board Member
Richard Lin
林鋒
Board Member
Catherine Thian
田慧明
Board Member
OFFICERS
David Morris
Interim President
Chief Executive Officer and
Chief Financial Officer
Ashley Chang
Executive Vice President
Branch Administrator
Simon C Pang
馮振發
Executive Vice President
Chief Strategy Officer
Founder
Jeffrey Yeh
葉士杰
Executive Vice President
Chief Credit Officer
Vincent Liu
劉憶明
Executive Vice President
Chief Risk Officer
Founder
Tsu Te Huang
黄祖德
Executive Vice President
Director of Private Banking
6189
CORPORATE INFORMATION
Administrative Office
Branch Administration
David Morris
Interim President
Chief Executive Officer
Chief Financial Officer
(626) 307-7588; (213) 533-7928
Simon Pang
Executive Vice President
Chief Strategic Officer/ Founder
Regional Offices Coordinator
(626) 307-7555
Financial Department
Shalom Chang
Senior Vice President
Controller
(714) 676-0284
Risk Management Department
Vincent Liu
Executiv e Vice President
Chief Risk Officer/ Founder
(213) 533-7917
Sophy Chu
Senior Vice President
Compliance Officer
(213) 533-7906
BSA Department
Lawrence Chan
First Vice President
Deputy BSA Officer
(213) 533-7921
Private Banking
Ashley Chang
Executive Vice President
Branch Administrator
(626) 307-7503
Commercial Lending Division
Serban Popesco
Senior Vice President
Senior Lending Officer
(818) 862-0992
Doris Yung
Senior Vice President
Commercial Lending Manager
(213) 699-2858
Connie Wang
Senior Vice President
SBA Loan Servicing Manager
(213) 519-3194
Credit Administration
Jeffrey Yeh
Executive Vice President
Chief Credit Officer
(213) 519-3267
Peter Tam
Senior Vice President
Deputy CCO
(213) 519-3266
Jessica Yung
Senior Vice President
Underwriting Manager
(213) 519-3374
Tsu-Te Huang
Executive Vice President
Branch Administrator in Private Banking
(626) 307-7508
Wealth Management
Jason Li
Vice President
Financial Advisor Manager
(631) 533-9364
Residential Mortgage Lending Division
Joyce Gimbert
Senior Vice President
Director of Mortgage Operations
(213) 533-7999
Dan Watanabe
Senior Vice President
Director of Mortgage Production
(213) 519-3287
7190
Central Operations
Lissette Duran
Senior Vice President
Director of Operations
(714) 676-0277
Automobile Lending
Christyne Yan
Auto Lending Manager
(626) 537-3605
Information Tech Department
Erik Grier
Senior Vice President
Chief Information Officer
(714) 670-2495
International Trade Operations
Phyllis Pan
Vice President
International Trade Operations Manager
(626) 759-9526
Human Resources
Michele Rocha
Senior Vice President
Human Resources Director
(626) 307-7523
Community Development
Mona Fontela
Senior Vice President
Director of Community Development
& Community Reinvestment Act
(213) 519-3369
Legal Counsel
Alberto G. Alverado
Senior Advisor and Counsel
(626) 710-8141
BRANCHES
Illinois State
Chicago Main Branch
Sally Wu
Vice President & Regional Manager
2323 South Wentworth Avenue
Chicago, IL 60616
(312) 225-2323
Bridgeport Branch
Sally Wu
Vice President & Regional Manager
3233 South Ashland Avenue
Chicago, IL 60608
(773) 843-3233
California State
Corporate Headquarters
1055 Wilshire Blvd. Suite 1200
Los Angeles, CA 90017
(213) 627-9888
Monterey Park Branch
Michelle Du
Service Manager
700 West Garvey Avenue
Monterey Park, CA 91754
(626) 570-4800
Torrance Branch
Grace Lin
First Vice President & Branch Manager
23740 Hawthorne Blvd, Suite 103
Torrance, CA 90505
(310) 602-4500
Irvine Branch
Cynthia Chen
Vice President & Branch Manager
14725 Jeffrey Road
Irvine, CA 92618
(949) 541-3550
Silver Lake Branch
Rosa Flores
Assistant Vice President & Branch Manager
1912 Sunset Blvd
Los Angeles, CA 90026
(213) 989-1000
Rowland Heights Branch
Fanny Fan
First Vice President & Regional Manager
1015 South Nogales Street
Unit 121 and 122A
Rowland Heights, CA 91748
(626) 322-1200
San Gabriel Branch
Josephine Nhan
Vice President & Branch Manager
123 East Valley Blvd, Suite 101
San Gabriel, CA 91776
(626) 307-7500
Diamond Bar Branch
Annie Liu
Vice President & Branch Manager
1139 S. Diamond Bar Blvd, Unit E
Diamond Bar, CA 91765
(909) 348 -5188
Arcadia Branch
Alice Chen
Assistant Vice President & Branch Manager
901 South Baldwin Avenue Arcadia, CA 91007
(626) 802-6222
Oxnard Branch
Thushara Liyanage
Vice President & Regional Manager
400 E. Esplanade Drive, Suite 105
Oxnard, CA 93036
(805) 604-7600
Westlake Village Branch
Thushara Liyanage
Vice President & Regional Manager
3366 E. Thousand Oaks Blvd.
Thousand Oaks, CA 91362
(805) 497-2776
Cerritos Branch
Fanny Fan
First Vice President & Regional Manager
11304 1/2 South Street
Cerritos, CA 90703
(562) 865-9898
Nevada State
Spring Mountain Branch
Nevada State
Nikki Guo
First Vice President & Branch Manager
3919 Spring Mountain Road
Las Vegas, NV 89102
(702) 889-9822
New York State
Brooklyn Main Branch
Chili Chen
First Vice President & Regional Manager
5503 8th Avenue
Brooklyn, NY 11220
(718) 871-8338
191
8
59th Street Branch
Chili Chen
First Vice President
Regional Manager
5902 8th Avenue
Brooklyn, NY 11220
(718) 567-8338
Branch Management Group
Darian Li
Retail Banking Associate
5503 8th Avenue, 3rd Floor
Brooklyn, NY 11220
(718) 567-8788
Canal Street Branch
Yan Mei He
Branch Manager
179 Canal Street
New York, NY 10013
(212) 680-3131
Elmhurst Branch
Coco Guan
Assistant Vice President
Branch Manager
86-55 Broadway
Elmhurst, NY 11373
(718) 906-9898
Flushing South Branch
Amy (Mei Chiu) Lee
Assistant Vice President
Branch Manager
42-08 Main Street
Flushing, NY 11355
(718) 321-3131
Roosevelt Branch
Joyce Ng
Vice President & Branch Manager
135-34 Roosevelt Ave
Flushing, NY 11364
(929) 380-7015
New Jersey State
Edison Branch
Kelly He
Service Manager
561 US Route 1, Suite C1
Edison, NJ 08817
(848) 264-4531
Hawaii State
Hawaii Main Branch
Jasmine Gu
Branch Manager
765 Bishop Street
Honolulu, HI 96813
(808) 543-3700