RBB BANCORP (Exact Name of Registrant As Specified in Its Charter)
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 27, 2020 (January 23, 2020) RBB BANCORP (Exact name of Registrant as Specified in Its Charter) California 001-38149 27-2776416 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 1055 Wilshire Blvd., 12th floor, Los Angeles, California 90017 (Address of Principal Executive Offices) (Zip Code) Registrant’s Telephone Number, Including Area Code: (213) 627-9888 Not Applicable (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below): ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12 (b) of the Act: Trading Title of each class Symbol(s) Name of exchange on which registered Common Stock, No Par Value RBB NASDAQ Global Select Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 2.02 Results of Operations and Financial Condition. On January 27, 2020, RBB Bancorp issued a press release setting forth the financial results for the quarter ended December 31, 2019, and information relating to our quarterly conference call and webcast. A copy of this press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference. The information furnished under Item 2.02 and Item 9.01 of this Current Report on Form 8-K (including Exhibits 99.1 and 99.2) shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set for the by specific reference in such filing. Item 8.01 Other Events. On January 23, 2020, RBB Bancorp announced that its Board of Directors declared a cash dividend of $0.12 per share of its common stock. The dividend is payable on February 18, 2020, to common shareholders of record as of February 7, 2020. A copy of the press release announcing the dividend is attached hereto as Exhibit 99.2. Item 9.01 Financial Statements and Exhibits. (d) Exhibits. 99.1 Press Release, dated January 27, 2020, announcing the financial results of RBB Bancorp for the quarter ended December 31, 2019. 99.2 Press Release, dated January 23, 2020, announcing RBB Bancorp declared a quarterly cash dividend of $0.10 per share. 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. RBB BANCORP (Registrant) Date: January 27, 2020 By: /s/ David Morris David Morris Executive Vice President and Chief Financial Officer 3 Exhibit 99.1 Press Release For Immediate Release Contacts: Yee Phong (Alan) Thian Chairman, President and CEO (626) 307-7559 David Morris Executive Vice President and CFO (714) 670-2488 RBB Bancorp Reports Fourth Quarter and Full Year Earnings for 2019 Conference Call and Webcast Scheduled for Tuesday, January 28, 2020 at 10:00 a.m. Pacific Time/1:00 p.m. Eastern Time Fourth Quarter 2019 Highlights • Record net income of $10.7 million, or $0.52 diluted earnings per share • Loans held for investment increased by $70.8 million from the end of the prior quarter • Total deposits (excluding brokered deposits) increased by $32.6 million from the end of the prior quarter • Sold $161.7 million of mortgage loans for a net gain of $3.6 million • Completed the acquisition of Pacific Global Bank on January 10, 2020 Los Angeles, CA, January 27, 2020 – RBB Bancorp (NASDAQ:RBB) and its subsidiaries, Royal Business Bank (“the Bank”) and RBB Asset Management Company (“RAM”), collectively referred to herein as “the Company,” announced financial results for the quarter ended December 31, 2019. The Company reported net income of $10.7 million, or $0.52 diluted earnings per share, for the three months ended December 31, 2019, compared to net income of $8.0 million, or $0.39 diluted earnings per share, and $9.5 million, or $0.47 diluted earnings per share, for the three months ended September 30, 2019 and December 31, 2018, respectively. “We are very pleased with our financial performance for the year, as we generated the highest level of net income in the history of the Company,” said Mr. Alan Thian, Chairman, President and CEO of RBB Bancorp. “Our strong results were driven by significant revenue growth, due to both record net interest and noninterest income, well-managed expenses and disciplined balance sheet management. We continued our positive momentum in the fourth quarter, growing our held for investment loan portfolio while also generating strong fee income from loan sales. While our net interest margin was negatively impacted by temporary excess liquidity, our ongoing low credit costs and well-managed expenses enabled us to deliver increased profitability for the quarter.” On January 10, 2020 the Company completed the acquisition of PGB Holdings, Inc. and its wholly-owned subsidiary Pacific Global Bank based in Chicago, IL (“PGB”) in a cash transaction valued at approximately $32.9 million. Principally serving the Chinese-American communities in Chicago, Pacific Global Bank has three branches located in the Chicago neighborhoods of Chinatown and Bridgeport, offering consumer and business banking and loan products and services. The bank owns two of its three branches with an estimated fair market value of approximately $2 million in excess of book value. The transaction is expected to result in earnings per share accretion in the high single-digits in 2020. 1 Mr. Thian added, “We want to welcome Pacific Global Bank’s customers and employees to RBB Bancorp. Pacific Global is an excellent cultural fit with RBB, as we have complementary business models, strong residential mortgage loan production platforms, and a focus on the Chinese-American market. We plan to supplement the lending products offered by PGB with our mortgage, SBA 7A, small C&I and construction lending products. We believe this expanded suite of product offerings will provide a superior banking experience for our customers, as well as allowing us to win a greater share of their banking business.” “We are excited to be entering the Chicago market and intend to open two new branches in metro Chicago in the next two years. We now have a strong presence in the largest Asian-American markets in three of the top major metro areas in the country, positioning RBB to continue our robust growth. Since we went public in 2017, we have more than doubled the size of RBB and built a strong business model centered around core community banking that we believe will produce attractive long-term returns for our shareholders,” Mr. Thian concluded. Key Performance Ratios Net income of $10.7 million for the fourth quarter of 2019 produced an annualized return on average assets of 1.51%, an annualized return on average tangible common equity of 12.50%, and an annualized return on average equity of 10.49%. This compares to an annualized return on average assets of 1.15%, an annualized return on average tangible common equity of 9.56%, and an annualized return on average equity of 7.99% for the third quarter of 2019. The efficiency ratio for the fourth quarter of 2019 was 46.52%, compared to 52.40% for the prior quarter. Net Interest Income and Net Interest Margin Net interest income, before provision for loan losses, was $23.1 million for the fourth quarter of 2019, compared to $23.5 million for the third quarter of 2019. The $389,000 decrease was primarily attributable to a $10.2 million increase in average interest-bearing liabilities, partially offset by a $40.6 million increase in average earning assets and a $21.0 million increase in average noninterest-bearing deposits. Net interest income was also impacted by a 12 basis point decrease in the net interest margin. Accretion of purchase discounts from prior acquisitions contributed $633,000 to net interest income in the fourth quarter of 2019, compared to $624,000 in the third quarter of 2019. Compared to the fourth quarter of 2018, net interest income, before provision for loan losses, decreased $2.5 million from $25.6 million. The decrease was primarily attributable to a 41 basis point decrease in the net interest margin, partially offset by a $55.9 million decrease in average interest-bearing liabilities, a $22.4 million increase in average earning assets and a $22.8 million increase in average noninterest-bearing deposits.