"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 identi?ed 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 di?er materially from those contemplated, expressed or implied by the forward-looking statements.

The following factors, among others, could cause the Company's ?nancial performance to di?er 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 e?ects of, and changes in, the macroeconomic environment and financial market conditions, including monetary and ?scal policies, interest rates and in?ation;

• 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-o?s;

• 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 ?nancial 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 e?ect 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 con?icts, or actions taken by the United States or other governments in response to acts or threats of terrorism and/or military con?icts, which could impact business and economic conditions in the United States and abroad;

• the occurrence or continuation of widespread health emergencies or pandemics, signi?cant natural disasters, severe weather conditions, ?oods 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 ?lings 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.

 

 

 

 

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SOURCE Blue Ridge Bankshares, Inc.