Completed capital raise of $161.6 million in private placement, to help fund
business transformation
Company on-track to exit its fintech
depository operations
Bank capital levels meet enhanced regulatory
minimum capital ratios
RICHMOND, Va.,
July 25,
2024 /PRNewswire/ -- Blue Ridge Bankshares, Inc. (the
"Company") (NYSE American: BRBS), the holding company of Blue Ridge
Bank, National Association ("Blue Ridge Bank" or the "Bank") and
BRB Financial Group, Inc. ("BRB Financial Group"), today announced
financial results for the quarter ended June
30, 2024.
For the quarter ended June 30,
2024, the Company reported a net loss of $11.4 million, or $0.47 per diluted common share, compared to a net
loss of $2.9 million, or $0.15 per diluted common share, for the quarter
ended March 31, 2024, and compared to
a net loss of $8.6 million, or
$0.45 per diluted common share, for
the second quarter of 2023. The second quarter 2024 loss included a
$6.7 million after-tax negative fair
value adjustment recorded for an equity investment in a fintech
company.
For the year-to-date period ended June
30, 2024, the Company reported a net loss of $14.3 million, or $0.66 per diluted common share, compared to a net
loss of $4.6 million, or $0.25 per diluted common share, for the first
half of 2023.
A Message From Blue Ridge Bankshares, Inc. President and CEO,
G. William "Billy" Beale:
"We are now several quarters into an expansive initiative to
address both the remediation requirements of our primary regulator
and our goal to restore Blue Ridge Bank to its core strengths and
roots as a premier community financial institution. Today, we have
a comprehensive strategy that will guide us in ultimately moving
beyond our near-term compliance focus to fundamentally strengthen
our position and operating profile.
"Many of the decisions we have made over the past few quarters
have had a pronounced near-term impact, most notably on our balance
sheet, expense levels, and certainly our bottom line. But these
decisions are necessary to drive the meaningful and lasting change
at Blue Ridge Bank and position us well for the future.
"That said, I believe we are entering a phase where we are
seeing some of the fruits of our labor. As we look at our
performance, particularly on a sequential basis, certain key
metrics are beginning to reflect this progress. For example:
- "Concerning our regulatory remediation efforts, we have moved
aggressively to wind down our fintech Banking-as-a-Service
("BaaS") operations. These plans are on track and are working.
Consequently, we have seen steady sequential decreases in BaaS
deposits over the past three quarters, and, as of June 30, 2024, BaaS deposits, the majority of our
fintech-related deposits, were roughly 7 percent of total deposits
– about one-third of what they were this time last year.
"Relatedly, we've seen meaningful sequential reductions in
regulatory remediation-related expense levels for the past three
quarters. In the second quarter of 2024, these levels were roughly
one-third of what they were three quarters ago.
- "Shrinking the balance sheet to meet liquidity needs and to
improve the overall quality and risk profile of our lending
portfolio have also been areas of intense focus. While these
efforts are ongoing, we have seen a general improvement in our
nonperforming loan and asset ratios. As of the end of the 2024
second quarter, the ratio of nonperforming assets to total assets
is at its lowest in the past four quarters. As we move forward, we
will continue to improve our credit culture and oversight, and to
reduce our exposure to non-core loans, while continuing to meet the
borrowing needs of our customers.
- "Lastly, amidst all this change, our core deposits and their
costs have been relatively stable going back several quarters. As
we continue our efforts to wind down BaaS operations, reducing the
level of high-cost BaaS deposits, we anticipate that our overall
cost of deposits will decline in the back half of 2024.
"Clearly, we have much more to do, but it is encouraging to see
some early indications of progress against strategy, and I am
buoyed by the talent and efforts of our leadership team and the
culture we are building. As we move forward, we will increasingly
be shifting our focus from the completion of remediation efforts to
a deeper examination of our operations and identification of areas
where we can improve. This is all toward the goal of creating a
revitalized and refocused Blue Ridge Bank that is well-positioned
for profitable growth.
"Finally, I am pleased to have the capital raise behind us,
which positions the Bank to meet its regulatory capital
requirements. With the capital raise, we welcomed three new
directors, Trevor Montano,
Anthony (Tony) R. Scavuzzo, and
Ciaran McMullan. I am certain these
individuals will make us a better company; their contributions have
been meaningful already. And I am grateful for the five directors
that will be departing from our board commensurate with our next
annual meeting of shareholders. These directors, Mensel D. Dean, Jr., chairman of our board,
Larry Dees, Robert S. Janney, Andrew
(Drew) C. Holzwarth, and Richard
(Rick) A. Farmer, III, have devoted countless hours to our
company. I thank these gentlemen for their dedication and guidance
over the many years they have served."
Private Placement Stock Offering
On April 3, 2024 and June 13, 2024, the Company closed private
placements in which it issued and sold shares of its common and
preferred stock for gross proceeds of $150.0
million and $11.6 million,
respectively (collectively, the "Private Placements"). At a special
meeting of shareholders held June 20,
2024, the Company's shareholders approved the conversion of
the preferred shares issued in the Private Placements into shares
of the Company's common stock. On June 28,
2024, all outstanding shares of the Company's Mandatorily
Convertible Cumulative Perpetual Preferred Stock, Series B were
automatically converted into shares of the Company's common stock.
The outstanding shares of the Company's Mandatorily Convertible
Cumulative Perpetual Preferred Stock, Series C (the "Series C
Preferred Stock"), remained outstanding at June 30, 2024. Subsequent to June 30, 2024, the holder of Series C Preferred
Stock received the regulatory non-objection necessary to exchange
the shares of Series C Preferred Stock for shares of the Company's
common stock, which the Company intends to complete during the
third quarter of 2024. Capital proceeds received, net of issuance
costs, from the Private Placements totaled $152.5 million.
The Company intends to use the capital from the Private
Placements to propel its near-term strategic initiatives, which
include repositioning business lines, supporting organic growth,
and further enhancing the Bank's capital levels, including
compliance with the minimum capital ratios set forth in the Bank's
Consent Order with the Office of the Comptroller of the Currency
(the "OCC"), which requires the Bank to maintain a tier 1 leverage
ratio of 10.0% and a total risk-based capital ratio of 13.0%. As of
June 30, 2024, the Bank's capital
ratios exceeded these minimum capital ratios.
Q2 2024 Highlights
(Comparisons for Second Quarter 2024 are relative to First
Quarter 2024 unless otherwise noted.)
Net Income:
- The net loss in the quarter was $11.4
million, or $0.47 per diluted
common share, compared to a net loss of $2.9
million, or $0.15 per diluted
common share, for the prior quarter. Loss before income taxes of
$12.1 million in the quarter included
a $8.5 million, non-cash, fair value
adjustment of an equity investment the Company holds in
a fintech company and a provision for credit losses of
$3.1 million, compared to a
$1.0 million recovery of credit
losses in the prior quarter. Excluding the fair value adjustment
and the provision for/recovery of credit losses, the Company's
pre-tax loss improved by $3.9 million
from the prior quarter.
Asset Quality:
- As a result of an agreement the Company executed in the current
quarter to sell a specialty finance loan to a third party, the
Company reclassified this loan to loans held for sale in the second
quarter at its estimated fair value and recorded a charge-off of
substantially all of the reserve held on the loan, which was
provisioned for in prior years.
- Nonperforming loans, which include nonaccrual loans and loans
past due 90 days or more and accruing interest, improved to
$46.0 million, or 1.57% of total
assets, at quarter end compared to $53.2
million, or 1.73% of total assets, at the prior quarter end.
The decline in nonperforming loans primarily reflects payments
received on and a charge-off of substantially all of the reserve
related to the previously noted specialty finance loan.
The provision for credit losses was $3.1 million in the quarter compared to a
recovery of credit losses of $1.0
million for the prior quarter. The provision in the quarter
was related primarily to certain purchased loans and increased
reserves for the non-guaranteed portion of government-guaranteed
loans, which offset lower reserve needs due to loan portfolio
balance reductions. The recovery of provision in the prior quarter
was due to lower balances of unfunded loan commitments. Net loan
charge-offs were $10.6 million in the
quarter, which included the charge-off of the $9.4 million reserve held for the specialty
finance loan, as noted previously. This charge-off was the primary
driver of a higher net charge-off rate in the quarter of 0.45%
compared to 0.04% in the prior quarter, representing an annualized
rate of 1.81% and 0.14%, respectively.
- The allowance for credit losses ("ACL") as a percentage of
total loans held for investment was 1.24% at quarter end compared
to 1.46% at the prior quarter end. Specific reserves associated
with the aforementioned specialty finance loan totaled $0 and $9.6 million
at June 30, 2024 and March 31, 2024, respectively.
Capital:
- The ratio of tangible common stockholders' equity to tangible
total assets was 10.3%1, compared to 5.8%1 at
the prior quarter end. Tangible book value per common share was
$4.101, compared to
$9.041 at the prior
quarter end. The changes in these measures from the prior quarter
reflects the issuance of 53,922,000 shares of common stock pursuant
to the Private Placements.
- For the quarter ended June 30,
2024, the Bank's tier 1 leverage ratio, tier 1 risk-based
capital ratio, common equity tier 1 capital ratio, and total
risk-based capital ratio were 11.02%, 14.13%, 14.13%, and 15.11%,
respectively, compared to 7.44%, 9.28%, 9.28%, and 10.51%,
respectively, at the prior quarter end. The increase in these
ratios primarily reflects a $110.0
million capital contribution to the Bank in the
quarter.
- As of June 30, 2024, the Bank's
tier 1 leverage and total risk-based capital ratios exceeded the
minimum capital ratios set forth in the Consent Order.
Net Interest Income / Net Interest Margin:
- Net interest income was $20.1
million, a decline of $0.3
million from the prior quarter, primarily due to a decline
in average balances of interest-earning assets, partially offset by
lower average balances of and rates paid on fintech-related
deposits and lower average balances of borrowings. Net interest
margin improved in the quarter to 2.79% from 2.75% in the prior
quarter.
Noninterest Income / Noninterest Expense:
- Noninterest income was $0.3
million, including the $8.5
million previously noted negative fair value adjustment for
an equity investment, compared to noninterest income of
$7.8 million for the prior quarter.
Excluding the fair value adjustment, higher noninterest income in
the quarter was primarily due to positive fair value adjustments on
mortgage servicing rights assets, which were $2.0 million, due to the change in future
interest rate expectations. Lower other noninterest income was
primarily due to lower income from fintech and other investments in
the quarter.
- Noninterest expense was $29.3
million compared to $32.5
million for the prior quarter, a decrease of $3.1 million. The decrease was primarily due to
lower salaries and employee benefits expense and lower regulatory
remediation expenses. Salaries and employee benefits expense in the
quarter reflected lower headcount, primarily in the Bank's
government guaranteed lending and compliance areas. Lower
regulatory remediation expenses reflect the reduction in the use of
third-party resources in the Bank Secrecy Act/Anti-Money Laundering
("BSA/AML") area, as the Bank completes certain requirements under
the Consent Order.
Income Tax:
- The effective income tax rate for the quarter was 5.1% compared
to 12.3% for the prior quarter. The income tax benefit for the
quarter includes $2.0 million of
provision expense recognized upon surrendering bank-owned life
insurance policies, representing the tax effect of the life-to-date
income earned on the policies. Taxes on such earnings were
previously permanently deferred but became subject to tax upon the
surrender of the policies.
Balance Sheet:
- Total assets decreased to $2.93
billion from $3.08 billion at
the prior quarter end, a decline of $143.1
million, as the Bank purposefully reduced assets to meet the
liquidity needs of the fintech BaaS operations wind down and
maturities of wholesale funding. Decreases were primarily in loans
held for investment, which declined $134.8
million. Other declines included decreases in other equity
investments, other investments, and bank-owned life insurance. In
the second quarter, the Company reduced its carrying value of an
equity investment in a fintech company, as previously noted, and
sold certain of its interests in Small Business Investment Company
("SBIC") investments. Additionally, the Company surrendered the
majority of its bank-owned life insurance policies in the quarter
and received a portion of the proceeds. These actions, along with
the exit of fintech BaaS operations, support the repositioning of
the Bank towards a more traditional community bank model.
- Total deposit balances decreased to $2.33 billion from $2.47
billion at the prior quarter end, a decrease of $139.9 million. This decrease reflects a
$96.3 million reduction of
fintech-related balances and a $49.4
million reduction in brokered deposits. Core deposit growth
was $43.1 million in the quarter,
which excludes the loss of a municipality deposit of approximately
$37.3 million, which also resulted in
the release of collateral held for this relationship. In the first
half of 2024, core deposits, excluding the municipal deposit,
increased $107.1 million.
- Deposits related to fintech relationships were $206.6 million at June 30,
2024, compared to $303.0
million at the prior quarter end, a decline of $96.3 million. Of the decline, BaaS deposits
decreased $100.5 million, partially
offset by an increase in fintech corporate deposits.
Fintech-related deposits represented approximately 8.9% of total
deposits at June 30, 2024 compared to
12.3% of total deposits at the prior quarter end, and 27.1% at
June 30, 2023. Excluding wholesale
funding, deposits related to fintech relationships represented
11.1% and 15.5% of total deposits at June
30, 2024 and March 31, 2024,
respectively. Estimated uninsured deposits as a percentage of total
deposits were 17.9% at quarter end compared to 22.4% at the prior
quarter end.
- Loans held for investment were $2.26
billion at quarter end, a decrease of $134.8 million from the prior quarter end, as the
Company purposefully and selectively reduced balances of loans and
reclassified a specialty finance loan to loans held for sale, as
previously noted. The held for investment loan-to-deposit ratio
measured 97.1% as of the end of both periods.
- The $65 million borrowing
pursuant to the Federal Reserve Bank's Bank Term Funding Program
was repaid at its maturity in the quarter.
- Total stockholders' equity was $325.6
million at quarter end, an increase of $144.7 million from the prior quarter end,
primarily due to $152.5 million of
net proceeds from the Private Placements.
Income Statement:
Net interest income was $20.1
million for the second quarter of 2024, compared to
$20.3 million for the first quarter
of 2024, and $23.9 million for the
second quarter of 2023. The decline from the second quarter of 2023
was primarily attributable to lower interest and fee income on
loans due to lower average balances, and higher interest expense on
deposits due to higher average balances of and rates paid on time
deposits. This decline was partially offset by lower average
balances and rates paid on interest-bearing demand accounts. The
majority of fintech BaaS deposits are in interest-bearing demand
accounts.
Average balances of interest-earning assets decreased
$80.3 million to $2.89 billion in the second quarter of 2024,
relative to the prior quarter, and decreased $178.0 million from the year-ago period. Relative
to the prior quarter, the decrease reflected a decline in average
balances of loans held for investment and securities. Relative to
the year-ago period, the decrease in average interest-earning asset
balances was due primarily to lower average balances of loans held
for investment. The yield on average loans held for investment was
5.80% for the second quarter of 2024, compared to 6.02% for the
first quarter of 2024, and 5.84% for the second quarter of
2023.
Average balances of interest-bearing liabilities decreased
$183.6 million to $2.23 billion in the second quarter of 2024,
relative to the prior quarter, and decreased $118.7 million from the year-ago period. Relative
to the prior quarter, the decrease reflected lower average balances
of interest-bearing demand and money market accounts, partially
offset by higher average balances of time deposits, primarily
attributable to wholesale funding. Relative to the prior year, the
decrease primarily reflected lower average interest-bearing demand
and money market accounts and time deposits.
Cost of funds was 3.02% for the second quarter of 2024, compared
to 3.03% for the first quarter of 2024, and 2.49% for the second
quarter of 2023, while cost of deposits was 2.84%, 2.85%, and
2.21%, for the same respective periods. Higher deposit and overall
funding costs in the 2024 periods reflect the impact of higher
market interest rates and a shift in the mix of funding. Cost of
deposits, excluding wholesale deposits, was 2.28% for the quarter
compared to 2.20% in the prior quarter and the year-ago period.
Net interest margin was 2.79% for the second quarter of 2024
compared to 2.75% in the prior quarter and 3.12% in the year-ago
period. The increase in net interest margin relative to the prior
period reflects the impact of a slight decrease in funding
costs.
The Company recorded a provision for credit losses of
$3.1 million for the second quarter
of 2024, compared to a recovery of $1.0
million for the first quarter of 2024, and a provision of
$10.0 million for the second quarter
of 2023. The provision in the second quarter of 2024 was related
primarily to certain purchased loans and increased reserves for the
non-guaranteed portion of government-guaranteed loans, which offset
lower reserve needs due to loan portfolio balance reductions. The
recovery of provision in the first quarter of 2024 was due to lower
balances of unfunded loan commitments, while the provision for
credit losses in the second quarter of 2023 was primarily
attributable to specific reserves on the previously reported group
of specialty finance loans.
Noninterest income was $0.3
million for the second quarter of 2024, compared to
$7.8 million for the first quarter of
2024, and $9.7 million for the second
quarter of 2023. The decrease relative to the first quarter of 2024
was primarily due to the previously noted $8.5 million, non-cash, negative fair value
adjustment of an equity investment the Company holds in a fintech
company. In the year-ago period, the Company recognized
$2.4 million in gains on sale of
government guaranteed loans compared to nominal amounts in the 2024
periods.
Noninterest expense was $29.3
million for the second quarter of 2024, compared to
$32.5 million for the first quarter
of 2024, and $34.1 million for the
second quarter of 2023. Noninterest expense decreased $3.1 million from the prior quarter and decreased
$4.7 million from the year-ago
period. The decrease relative to the first quarter of 2024 was
primarily driven by lower salaries and employee benefits and lower
regulatory remediation expenses. The decrease relative to the
year-ago period primarily reflects lower legal and regulatory
filing expenses, primarily attributable to corporate, employee
benefit plans, and other employment matters in the 2023 period, and
lower other contractual services expenses, as the Bank outsourced
more BSA/AML compliance services to augment its compliance staff in
the prior year.
Balance Sheet:
Loans held for investment were $2.26
billion at June 30, 2024,
compared to $2.39 billion at
March 31, 2024, and $2.45 billion at June 30,
2023. These declines are attributable to the Company's plan
to purposefully and selectively reduce assets to partially meet the
liquidity needs of the fintech BaaS operations wind down.
Total deposits were $2.33 billion
at June 30, 2024, a decrease of
$139.9 million from the prior quarter
end, and a decrease of $287.3 million
from the year-ago period. Relative to the prior quarter end, the
decrease reflected lower interest-bearing demand and money market
deposits, primarily attributable to fewer fintech relationships
and, to a lesser extent, decreases in noninterest-bearing deposits.
These declines were partially offset by higher time deposits,
primarily wholesale deposits. Fintech-related deposits declined
$96.3 million in the second quarter
of 2024 as the Company winds down its fintech BaaS depository
operations. Excluding fintech-related deposits and wholesale
funding, total deposits during the quarter increased $5.8 million from the prior quarter end. This
increase reflects the loss of a $37.3
million municipality deposit, allowing the release of the
collateral held for it. In the first half of 2024, deposits
excluding fintech-related and wholesale funding, increased
$69.8 million.
The Company previously reported that it had submitted to the
Federal Deposit Insurance Corporation (the "FDIC") an application
for a waiver of the prohibition on the acceptance, renewal, or
rollover of brokered deposits. Such prohibition was a result of the
Consent Order. Subsequent to the end of the second quarter, the
Bank received approval from the FDIC allowing the Bank to accept,
renew, or rollover brokered deposits. The approval is for a period
of time and total amount.
Noninterest-bearing deposits represented 20.2%, 20.1%, and 22.0%
of total deposits at June 30, 2024,
March 31, 2024, and June 30, 2023, respectively. Fintech-related
balances represented 8.9%, 12.3%, and 27.1% of total deposits as of
the same respective periods.
The held for investment loan to deposit ratio was 97.1% at both
June 30, 2024 and the prior quarter
end, and 93.9% at the year-ago period-end. The increase on a
comparative basis was due primarily to lower total deposit levels
attributable to lower fintech-related balances.
Fintech Operations:
Interest and fee income related to fintech partnerships
represented approximately $1.9
million, $1.7 million, and
$3.4 million of total revenue for the
second quarter of 2024, the first quarter of 2024, and the second
quarter of 2023, respectively. Deposits related to fintech
relationships were $206.6 million at
June 30, 2024, compared to
$303.0 million at the prior quarter
end, and $707.6 million at
June 30, 2023. Included in deposits
related to fintech relationships were assets managed by BRB
Financial Group's trust division of $20.9
million as of June 30,
2024.
Non-GAAP Financial Measures:
The accounting and reporting policies of the Company conform to
U.S. generally accepted accounting principles ("GAAP") and
prevailing practices in the banking industry. However, management
uses certain non-GAAP measures, including tangible assets, tangible
common equity, tangible book value per common share, and tangible
common equity to tangible total assets, to supplement the
evaluation of the Company's financial condition and performance.
Management believes presentations of these non-GAAP financial
measures provide useful supplemental information that is essential
to a proper understanding of the financial condition, capital
position, and operating results of the Company's core businesses.
These non-GAAP disclosures should not be viewed as a substitute for
financial measures determined in accordance with GAAP, nor are they
necessarily comparable to non-GAAP performance measures that may be
presented by other companies. Reconciliations of GAAP to non-GAAP
measures are included at the end of this release.
Forward-Looking Statements:
This release of the Company contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act
of 1995. These forward-looking statements represent plans,
estimates, objectives, goals, guidelines, expectations, intentions,
projections, and statements of the Company's beliefs concerning
future events, business plans, objectives, expected operating
results and the assumptions upon which those statements are based.
Forward-looking statements include, without limitation, any
statement that may predict, forecast, indicate, or imply future
results, performance or achievements, and are typically identified
with words such as "may," "could," "should," "will," "would,"
"believe," "anticipate," "estimate," "expect," "aim," "intend,"
"plan," or words or phases of similar meaning. The Company cautions
that the forward-looking statements are based largely on its
expectations and are subject to a number of known and unknown risks
and uncertainties that are subject to change based on factors which
are, in many instances, beyond the Company's control. Actual
results, performance or achievements could differ materially from
those contemplated, expressed or implied by the forward-looking
statements.
The following factors, among others, could cause the Company's
financial performance to differ materially from that expressed in
such forward-looking statements:
- the strength of the United
States economy in general and the strength of the local
economies in which the Company conducts operations;
- the effects of, and changes in, the macroeconomic environment
and financial market conditions, including monetary and fiscal
policies, interest rates and inflation;
- the impact of, and the ability to comply with, the terms of the
Consent Order with the OCC, including the heightened capital
requirements and other restrictions therein, and other regulatory
directives;
- the imposition of additional regulatory actions or restrictions
for noncompliance with the Consent Order or otherwise;
- the Company's involvement in, and the outcome of, any
litigation, legal proceedings or enforcement actions that may be
instituted against the Company;
- reputational risk and potential adverse reactions of the
Company's customers, suppliers, employees, or other business
partners;
- the Company's ability to manage its fintech relationships,
including implementing enhanced controls and procedures, complying
with OCC directives and applicable laws and regulations,
maintaining deposit levels and the quality of loans associated with
these relationships and, in certain cases, winding down certain of
these partnerships;
- the quality and composition of the Company's loan and
investment portfolios, including changes in the level of the
Company's nonperforming assets and charge-offs;
- the Company's management of risks inherent in its loan
portfolio, the credit quality of its borrowers, and the risk of a
prolonged downturn in the real estate market, which could impair
the value of the Company's collateral and its ability to sell
collateral upon any foreclosure;
- the ability to maintain adequate liquidity by retaining
deposits and secondary funding sources, especially if the Company's
or the banking industry's reputation becomes damaged;
- the ability to maintain capital levels adequate to support the
Company's business and to comply with OCC directives;
- the timely development of competitive new products and services
and the acceptance of these products and services by new and
existing customers;
- changes in consumer spending and savings habits;
- the willingness of users to substitute competitors' products
and services for the Company's products and services;
- deposit flows;
- changes in technological and social media;
- potential exposure to fraud, negligence, computer
theft, and cyber-crime;
- adverse developments in the banking industry generally, such as
recent bank failures, responsive measures to mitigate and manage
such developments, related supervisory and regulatory actions and
costs, and related impacts on customer and client behavior;
- changing bank regulatory conditions, policies or programs,
whether arising as new legislation or regulatory initiatives, that
could lead to restrictions on activities of banks generally, or
Blue Ridge Bank in particular, more restrictive regulatory capital
requirements, increased costs, including deposit insurance
premiums, regulation or prohibition of certain income producing
activities or changes in the secondary market for loans and other
products;
- the impact of changes in financial services policies, laws, and
regulations, including laws, regulations, and policies concerning
taxes, banking, securities, real estate, and insurance, and the
application thereof by regulatory bodies;
- the effect of changes in accounting standards, policies, and
practices as may be adopted from time to time;
- estimates of the fair value and other accounting values,
subject to impairment assessments, of certain of the Company's
assets and liabilities;
- geopolitical conditions, including acts or threats of terrorism
and/or military conflicts, or actions taken by the United States or other governments in
response to acts or threats of terrorism and/or military conflicts,
which could impact business and economic conditions in the United States and abroad;
- the occurrence or continuation of widespread health emergencies
or pandemics, significant natural disasters, severe weather
conditions, floods and other catastrophic events; and
- other risks and factors identified in the "Management's
Discussion and Analysis of Financial Condition and Results of
Operations" and "Risk Factors" sections and elsewhere in the
Company's Annual Report on Form 10-K for the year ended
December 31, 2023 and in filings the
Company makes from time to time with the U.S. Securities and
Exchange Commission ("SEC").
The foregoing factors should not be considered exhaustive and
should be read together with other cautionary statements that are
included in filings the Company makes from time to time with the
SEC. Any one of these risks or factors could have a material
adverse impact on the Company's results of operations or financial
condition, or cause the Company's actual results, performance or
achievements to differ materially from those expressed in, or
implied by, forward-looking information and statements contained in
this release. Moreover, new risks and uncertainties emerge from
time to time, and it is not possible for the Company to predict all
risks and uncertainties that could have an impact on its
forward-looking statements. Therefore, the Company cautions not to
place undue reliance on its forward-looking information and
statements, which speak only as of the date of this release. The
Company does not undertake to, and will not, update or revise these
forward-looking statements after the date hereof, whether as a
result of new information, future events, or otherwise.
1 Non-GAAP financial measure. Further information can
be found at the end of this press release.
Blue Ridge
Bankshares, Inc.
|
|
|
|
|
Consolidated Balance
Sheets
|
|
|
|
|
(Dollars in
thousands, except share data)
|
|
(unaudited)
June 30, 2024
|
|
December
31,
2023
(1)
|
Assets
|
|
|
|
|
Cash and due from
banks
|
|
$
124,607
|
|
$
110,491
|
Restricted
cash
|
|
5,924
|
|
10,660
|
Federal funds
sold
|
|
5,219
|
|
4,451
|
Securities available
for sale, at fair value
|
|
307,427
|
|
321,081
|
Restricted equity
investments
|
|
18,236
|
|
18,621
|
Other equity
investments
|
|
4,354
|
|
12,905
|
Other
investments
|
|
21,099
|
|
29,467
|
Loans held for
sale
|
|
54,377
|
|
46,337
|
Loans held for
investment, net of deferred fees and costs
|
|
2,259,279
|
|
2,430,947
|
Less: allowance for
credit losses
|
|
(28,036)
|
|
(35,893)
|
Loans held for
investment, net
|
|
2,231,243
|
|
2,395,054
|
Accrued interest
receivable
|
|
14,172
|
|
14,967
|
Premises and equipment,
net
|
|
21,746
|
|
22,348
|
Right-of-use
asset
|
|
8,208
|
|
8,738
|
Bank owned life
insurance
|
|
42,446
|
|
48,453
|
Other intangible
assets
|
|
4,548
|
|
5,382
|
Mortgage servicing
rights, net
|
|
29,862
|
|
27,114
|
Deferred tax asset,
net
|
|
21,051
|
|
21,556
|
Other assets
|
|
18,553
|
|
19,929
|
Total assets
|
|
$
2,933,072
|
|
$
3,117,554
|
Liabilities and
Stockholders' Equity
|
|
|
|
|
Deposits:
|
|
|
|
|
Noninterest-bearing
demand
|
|
$
470,128
|
|
$
506,248
|
Interest-bearing demand
and money market deposits
|
|
769,870
|
|
1,049,536
|
Savings
|
|
106,619
|
|
117,923
|
Time
deposits
|
|
979,222
|
|
892,325
|
Total
deposits
|
|
2,325,839
|
|
2,566,032
|
FHLB
borrowings
|
|
202,900
|
|
210,000
|
FRB
borrowings
|
|
—
|
|
65,000
|
Subordinated notes,
net
|
|
39,822
|
|
39,855
|
Lease
liability
|
|
8,947
|
|
9,619
|
Other
liabilities
|
|
29,950
|
|
41,059
|
Total
liabilities
|
|
2,607,458
|
|
2,931,565
|
Commitments and
contingencies
|
|
|
|
|
Stockholders'
Equity:
|
|
|
|
|
Common stock, no par
value; 150,000,000 and 50,000,000 shares authorized
at June 30, 2024 and
December 31, 2023, respectively; and 73,503,647
and
19,198,379 shares
issued and outstanding at June 30, 2024 and December 31,
2023,
respectively
|
|
300,976
|
|
197,636
|
Preferred stock, $50
per share par value; 250,000 shares authorized at June
30, 2024 and December
31, 2023, respectively; 2,732 and 0 shares issued and
outstanding at June 30,
2024 and December 31, 2023, respectively
|
|
137
|
|
—
|
Additional paid-in
capital
|
|
50,155
|
|
252
|
Retained
earnings
|
|
18,829
|
|
33,157
|
Accumulated other
comprehensive loss, net of tax
|
|
(44,483)
|
|
(45,056)
|
Total stockholders'
equity
|
|
325,614
|
|
185,989
|
Total liabilities and
stockholders' equity
|
|
$
2,933,072
|
|
$
3,117,554
|
|
|
|
|
|
(1) Derived from
audited December 31, 2023 Consolidated Financial
Statements.
|
|
|
Blue Ridge
Bankshares, Inc.
|
|
|
|
|
|
|
Consolidated
Statements of Income (unaudited)
|
|
|
|
|
|
|
|
|
For the Three Months
Ended
|
|
|
|
|
|
|
As
restated
|
(Dollars in
thousands, except per common share data)
|
|
June 30,
2024
|
|
March 31,
2024
|
|
June 30,
2023
|
Interest
income:
|
|
|
|
|
|
|
Interest and fees on
loans
|
|
$
36,196
|
|
$
38,346
|
|
$
38,326
|
Interest on taxable
securities
|
|
2,399
|
|
2,438
|
|
2,543
|
Interest on nontaxable
securities
|
|
62
|
|
60
|
|
94
|
Interest on deposit
accounts and federal funds sold
|
|
1,974
|
|
1,687
|
|
1,497
|
Total interest
income
|
|
40,631
|
|
42,531
|
|
42,460
|
Interest
expense:
|
|
|
|
|
|
|
Interest on
deposits
|
|
17,272
|
|
18,485
|
|
14,624
|
Interest on
subordinated notes
|
|
552
|
|
560
|
|
547
|
Interest on FHLB and
FRB borrowings
|
|
2,722
|
|
3,137
|
|
3,399
|
Total interest
expense
|
|
20,546
|
|
22,182
|
|
18,570
|
Net interest
income
|
|
20,085
|
|
20,349
|
|
23,890
|
Provision for credit
losses - loans
|
|
3,600
|
|
—
|
|
10,613
|
Recovery of credit
losses - unfunded commitments
|
|
(500)
|
|
(1,000)
|
|
(600)
|
Total provision for
(recovery of) credit losses
|
|
3,100
|
|
(1,000)
|
|
10,013
|
Net interest income
after provision for credit losses
|
|
16,985
|
|
21,349
|
|
13,877
|
Noninterest
income:
|
|
|
|
|
|
|
Fair value adjustments
of other equity investments
|
|
(8,537)
|
|
(7)
|
|
(281)
|
Residential mortgage
banking income
|
|
3,090
|
|
2,664
|
|
3,144
|
Mortgage servicing
rights
|
|
2,020
|
|
729
|
|
1,151
|
Gain on sale of
government guaranteed loans
|
|
11
|
|
110
|
|
2,384
|
Wealth and trust
management
|
|
623
|
|
520
|
|
462
|
Service charges on
deposit accounts
|
|
423
|
|
398
|
|
349
|
Increase in cash
surrender value of BOLI
|
|
333
|
|
337
|
|
292
|
Bank and purchase card,
net
|
|
513
|
|
242
|
|
560
|
Other
|
|
1,832
|
|
2,832
|
|
1,675
|
Total noninterest
income
|
|
308
|
|
7,825
|
|
9,736
|
Noninterest
expense:
|
|
|
|
|
|
|
Salaries and employee
benefits
|
|
14,932
|
|
16,045
|
|
14,518
|
Occupancy and
equipment
|
|
1,303
|
|
1,524
|
|
1,913
|
Data
processing
|
|
896
|
|
1,106
|
|
1,131
|
Legal and regulatory
filings
|
|
363
|
|
447
|
|
2,753
|
Advertising and
marketing
|
|
183
|
|
297
|
|
337
|
Communications
|
|
1,436
|
|
1,173
|
|
1,171
|
Audit and accounting
fees
|
|
295
|
|
1,155
|
|
503
|
FDIC
insurance
|
|
1,817
|
|
1,377
|
|
1,246
|
Intangible
amortization
|
|
276
|
|
287
|
|
335
|
Other contractual
services
|
|
1,760
|
|
1,717
|
|
3,218
|
Other taxes and
assessments
|
|
588
|
|
943
|
|
803
|
Regulatory
remediation
|
|
1,397
|
|
2,644
|
|
2,388
|
Other
|
|
4,098
|
|
3,759
|
|
3,736
|
Total noninterest
expense
|
|
29,344
|
|
32,474
|
|
34,052
|
Loss before income
taxes
|
|
(12,051)
|
|
(3,300)
|
|
(10,439)
|
Income tax
benefit
|
|
(616)
|
|
(407)
|
|
(1,826)
|
Net
loss
|
|
$
(11,435)
|
|
$
(2,893)
|
|
$
(8,613)
|
Dividends on preferred
stock
|
|
150
|
|
—
|
|
—
|
Net loss
attributable to common shareholders
|
|
$
(11,585)
|
|
$
(2,893)
|
|
$
(8,613)
|
Basic and diluted
loss per common share
|
|
$
(0.47)
|
|
$
(0.15)
|
|
$
(0.45)
|
|
|
|
|
|
|
|
Blue Ridge
Bankshares, Inc.
|
|
|
|
|
Consolidated
Statements of Income (unaudited)
|
|
|
|
|
|
|
For the Six Months
Ended
|
|
|
|
|
As
restated
|
(Dollars in
thousands, except per common share data)
|
|
June 30,
2024
|
|
June 30,
2023
|
Interest
income:
|
|
|
|
|
Interest and fees on
loans
|
|
$
74,542
|
|
$
75,457
|
Interest on taxable
securities
|
|
4,837
|
|
5,171
|
Interest on nontaxable
securities
|
|
122
|
|
186
|
Interest on deposit
accounts and federal funds sold
|
|
3,661
|
|
2,536
|
Total interest
income
|
|
83,162
|
|
83,350
|
Interest
expense:
|
|
|
|
|
Interest on
deposits
|
|
35,757
|
|
25,955
|
Interest on
subordinated notes
|
|
1,112
|
|
1,100
|
Interest on FHLB and
FRB borrowings
|
|
5,859
|
|
7,209
|
Total interest
expense
|
|
42,728
|
|
34,264
|
Net interest
income
|
|
40,434
|
|
49,086
|
Provision for credit
losses - loans
|
|
3,600
|
|
9,503
|
Recovery of credit
losses - unfunded commitments
|
|
(1,500)
|
|
(1,000)
|
Total provision for
credit losses
|
|
2,100
|
|
8,503
|
Net interest income
after provision for credit losses
|
|
38,334
|
|
40,583
|
Noninterest
income:
|
|
|
|
|
Fair value adjustments
of other equity investments
|
|
(8,544)
|
|
(332)
|
Residential mortgage
banking income
|
|
5,754
|
|
6,344
|
Mortgage servicing
rights
|
|
2,749
|
|
(746)
|
Gain on sale of
government guaranteed loans
|
|
121
|
|
4,793
|
Wealth and trust
management
|
|
1,143
|
|
894
|
Service charges on
deposit accounts
|
|
821
|
|
692
|
Increase in cash
surrender value of BOLI
|
|
670
|
|
574
|
Bank and purchase card,
net
|
|
755
|
|
900
|
Other
|
|
4,664
|
|
3,900
|
Total noninterest
income
|
|
8,133
|
|
17,019
|
Noninterest
expense:
|
|
|
|
|
Salaries and employee
benefits
|
|
30,977
|
|
29,807
|
Occupancy and
equipment
|
|
2,827
|
|
3,482
|
Data
processing
|
|
2,002
|
|
2,477
|
Legal and regulatory
filings
|
|
810
|
|
3,987
|
Advertising and
marketing
|
|
480
|
|
623
|
Communications
|
|
2,609
|
|
2,302
|
Audit and accounting
fees
|
|
1,450
|
|
649
|
FDIC
insurance
|
|
3,194
|
|
1,975
|
Intangible
amortization
|
|
563
|
|
690
|
Other contractual
services
|
|
3,477
|
|
4,157
|
Other taxes and
assessments
|
|
1,531
|
|
1,605
|
Regulatory
remediation
|
|
4,041
|
|
3,522
|
Other
|
|
7,857
|
|
7,623
|
Total noninterest
expense
|
|
61,818
|
|
62,899
|
Loss before income
taxes
|
|
(15,351)
|
|
(5,297)
|
Income tax
benefit
|
|
(1,023)
|
|
(654)
|
Net
loss
|
|
$
(14,328)
|
|
$
(4,643)
|
Dividends on preferred
stock
|
|
150
|
|
—
|
Net loss attributable to
common shareholders
|
|
$
(14,478)
|
|
$
(4,643)
|
Basic and diluted
loss per common share
|
|
$
(0.66)
|
|
$
(0.25)
|
|
|
|
|
|
|
|
|
|
|
Quarter Summary of
Selected Financial Data (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of and for the
Three Months Ended
|
|
|
|
|
|
|
|
|
|
|
As
restated
|
(Dollars and
shares in thousands, except per common share
data)
|
|
June
30,
|
|
March
31,
|
|
December
31,
|
|
September
30,
|
|
June
30,
|
Income Statement
Data:
|
|
2024
|
|
2024
|
|
2023
|
|
2023
|
|
2023
|
Interest
income
|
|
$
40,631
|
|
$
42,531
|
|
$
43,160
|
|
$
42,485
|
|
$
42,460
|
Interest
expense
|
|
20,546
|
|
22,182
|
|
21,397
|
|
20,293
|
|
18,570
|
Net interest
income
|
|
20,085
|
|
20,349
|
|
21,763
|
|
22,192
|
|
23,890
|
Provision for (recovery
of) credit losses
|
|
3,100
|
|
(1,000)
|
|
2,770
|
|
11,050
|
|
10,013
|
Net interest income
after provision for loan losses
|
|
16,985
|
|
21,349
|
|
18,993
|
|
11,142
|
|
13,877
|
Noninterest
income
|
|
308
|
|
7,825
|
|
4,107
|
|
7,415
|
|
9,736
|
Noninterest expenses,
excluding goodwill impairment
|
|
29,344
|
|
32,474
|
|
30,583
|
|
37,795
|
|
34,052
|
Goodwill
impairment
|
|
—
|
|
—
|
|
—
|
|
26,826
|
|
—
|
Loss before income
taxes
|
|
(12,051)
|
|
(3,300)
|
|
(7,483)
|
|
(46,064)
|
|
(10,439)
|
Income tax
benefit
|
|
(616)
|
|
(407)
|
|
(1,724)
|
|
(4,693)
|
|
(1,826)
|
Net loss
|
|
(11,435)
|
|
(2,893)
|
|
(5,759)
|
|
(41,371)
|
|
(8,613)
|
Dividends on preferred
stock
|
|
150
|
|
—
|
|
—
|
|
—
|
|
—
|
Net loss attributable
to common shareholders
|
|
(11,585)
|
|
(2,893)
|
|
(5,759)
|
|
(41,371)
|
|
(8,613)
|
Per Common Share
Data:
|
|
|
|
|
|
|
|
|
|
|
Loss per common share -
basic and diluted
|
|
$
(0.47)
|
|
$
(0.15)
|
|
$
(0.30)
|
|
$
(2.18)
|
|
$
(0.45)
|
Book value per common
share
|
|
4.15
|
|
9.24
|
|
9.69
|
|
9.53
|
|
12.21
|
Tangible book value per
common share - Non-GAAP
|
|
4.10
|
|
9.04
|
|
9.47
|
|
9.30
|
|
10.55
|
Balance Sheet
Data:
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
2,933,072
|
|
$
3,076,187
|
|
$
3,117,554
|
|
$
3,262,713
|
|
$
3,214,424
|
Average
assets
|
|
3,085,137
|
|
3,164,932
|
|
3,165,886
|
|
3,249,112
|
|
3,277,283
|
Average
interest-earning assets
|
|
2,886,186
|
|
2,966,491
|
|
2,979,065
|
|
3,038,795
|
|
3,064,104
|
Loans held for
investment
|
|
2,259,279
|
|
2,394,089
|
|
2,430,947
|
|
2,446,370
|
|
2,454,431
|
Allowance for credit
losses
|
|
28,036
|
|
35,025
|
|
35,893
|
|
49,631
|
|
38,567
|
Purchase accounting
adjustments (discounts) on acquired loans
|
|
4,408
|
|
4,873
|
|
5,117
|
|
5,831
|
|
6,381
|
Loans held for
sale
|
|
54,377
|
|
34,902
|
|
46,337
|
|
69,640
|
|
64,102
|
Securities available
for sale, at fair value
|
|
307,427
|
|
314,394
|
|
321,081
|
|
313,930
|
|
340,617
|
Noninterest-bearing
demand deposits
|
|
470,128
|
|
496,375
|
|
506,248
|
|
572,969
|
|
575,989
|
Fintech
Banking-as-a-Service ("BaaS") deposits
|
|
172,456
|
|
272,973
|
|
370,968
|
|
493,009
|
|
468,719
|
Total
deposits
|
|
2,325,839
|
|
2,465,776
|
|
2,566,032
|
|
2,776,151
|
|
2,613,094
|
Subordinated notes,
net
|
|
39,822
|
|
39,838
|
|
39,855
|
|
39,871
|
|
39,888
|
FHLB and FRB
advances
|
|
202,900
|
|
345,000
|
|
275,000
|
|
215,000
|
|
284,100
|
Average
interest-bearing liabilities
|
|
2,228,071
|
|
2,411,683
|
|
2,362,774
|
|
2,354,360
|
|
2,346,722
|
Total stockholders'
equity
|
|
325,614
|
|
180,906
|
|
185,989
|
|
182,837
|
|
231,271
|
Average stockholders'
equity
|
|
318,042
|
|
183,901
|
|
223,840
|
|
238,530
|
|
257,117
|
Weighted average common
shares outstanding - basic
|
|
24,477
|
|
19,178
|
|
19,033
|
|
19,015
|
|
18,851
|
Weighted average common
shares outstanding - diluted
|
|
24,477
|
|
19,178
|
|
19,033
|
|
19,015
|
|
18,851
|
Financial
Ratios:
|
|
|
|
|
|
|
|
|
|
|
Return on average
assets (1)
|
|
-1.48 %
|
|
-0.37 %
|
|
-0.73 %
|
|
-5.09 %
|
|
-1.05 %
|
Return on average
equity (1)
|
|
-14.38 %
|
|
-6.29 %
|
|
-10.29 %
|
|
-69.38 %
|
|
-13.40 %
|
Total loan to deposit
ratio
|
|
99.5 %
|
|
98.5 %
|
|
96.5 %
|
|
90.6 %
|
|
96.4 %
|
Held for investment
loan-to-deposit ratio
|
|
97.1 %
|
|
97.1 %
|
|
94.7 %
|
|
88.1 %
|
|
93.9 %
|
Fintech BaaS deposits
to total deposits ratio
|
|
7.4 %
|
|
11.1 %
|
|
14.5 %
|
|
17.8 %
|
|
17.9 %
|
Net interest margin
(1)
|
|
2.79 %
|
|
2.75 %
|
|
2.92 %
|
|
2.92 %
|
|
3.12 %
|
Cost of deposits
(1)
|
|
2.84 %
|
|
2.85 %
|
|
2.73 %
|
|
2.46 %
|
|
2.21 %
|
Cost of funds
(1)
|
|
3.02 %
|
|
3.03 %
|
|
2.91 %
|
|
2.73 %
|
|
2.49 %
|
Efficiency
ratio
|
|
143.9 %
|
|
115.3 %
|
|
118.2 %
|
|
127.7 %
|
|
101.3 %
|
Regulatory remediation
expenses
|
|
1,397
|
|
2,644
|
|
3,155
|
|
3,782
|
|
2,388
|
Capital and Asset
Quality Ratios:
|
|
|
|
|
|
|
|
|
|
|
Average stockholders'
equity to average assets
|
|
10.3 %
|
|
5.8 %
|
|
7.1 %
|
|
7.3 %
|
|
7.8 %
|
Allowance for credit
losses to loans held for investment
|
|
1.24 %
|
|
1.46 %
|
|
1.48 %
|
|
2.03 %
|
|
1.57 %
|
Ratio of net
charge-offs to average loans outstanding (1)
|
|
1.81 %
|
|
0.14 %
|
|
2.84 %
|
|
0.09 %
|
|
1.28 %
|
Nonperforming loans to
total assets
|
|
1.57 %
|
|
1.73 %
|
|
2.02 %
|
|
2.51 %
|
|
2.54 %
|
Nonperforming assets to
total assets
|
|
1.57 %
|
|
1.73 %
|
|
2.02 %
|
|
2.51 %
|
|
2.54 %
|
Nonperforming loans to
total loans
|
|
1.99 %
|
|
2.19 %
|
|
2.55 %
|
|
3.25 %
|
|
3.41 %
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of
Non-GAAP Financial Measures (unaudited):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tangible Common
Equity:
|
|
|
|
|
|
|
|
|
|
|
Total stockholders'
equity
|
|
$
325,614
|
|
$
180,906
|
|
$
185,989
|
|
$
182,837
|
|
$
231,271
|
Less: preferred stock
(including additional paid-in capital)
|
|
(20,605)
|
|
—
|
|
—
|
|
—
|
|
—
|
Common stockholders'
equity
|
|
$
305,009
|
|
$
180,906
|
|
$
185,989
|
|
$
182,837
|
|
$
231,271
|
Less: Goodwill and
other intangibles, net of deferred tax liability (2)
|
|
(3,552)
|
|
(3,913)
|
|
(4,179)
|
|
(4,286)
|
|
(31,427)
|
Tangible common equity
(Non-GAAP)
|
|
$
301,456
|
|
$
176,993
|
|
$
181,810
|
|
$
178,551
|
|
$
199,844
|
Total common shares
outstanding
|
|
73,504
|
|
19,584
|
|
19,198
|
|
19,192
|
|
18,934
|
Book value per common
share
|
|
$
4.15
|
|
$
9.24
|
|
$
9.69
|
|
$
9.53
|
|
$
12.21
|
Tangible book value per
common share (Non-GAAP)
|
|
4.10
|
|
9.04
|
|
9.47
|
|
9.30
|
|
10.55
|
|
|
|
|
|
|
|
|
|
|
|
Tangible Common
Equity to Tangible Total Assets
|
|
|
|
|
|
|
|
|
|
|
Total
assets
|
|
$
2,933,072
|
|
$
3,076,187
|
|
$
3,117,554
|
|
$
3,262,713
|
|
$
3,214,424
|
Less: Goodwill and
other intangibles, net of deferred tax liability (2)
|
|
(3,552)
|
|
(3,913)
|
|
(4,179)
|
|
(4,286)
|
|
(31,427)
|
Tangible total assets
(Non-GAAP)
|
|
$
2,929,520
|
|
$
3,072,274
|
|
$
3,113,375
|
|
$
3,258,427
|
|
$
3,182,997
|
Tangible common equity
(Non-GAAP)
|
|
$
301,456
|
|
$
176,993
|
|
$
181,810
|
|
$
178,551
|
|
$
199,844
|
Tangible common equity
to tangible total assets (Non-GAAP)
|
|
10.3 %
|
|
5.8 %
|
|
5.8 %
|
|
5.5 %
|
|
6.3 %
|
|
|
|
|
|
|
|
|
|
|
|
(1)
Annualized.
|
|
|
|
|
|
|
|
|
|
|
(2) Excludes mortgage
servicing rights.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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SOURCE Blue Ridge Bankshares, Inc.