RBB Bancorp 10-K/A

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.   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, 2020, 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, 2020.   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 2020 that have materially affected, or are reasonably likely to materially effect, the Company’s internal control over financial reporting.   Item 9B. Other Information.   None   134     PART III   Item 10. Directors, Executive Officers and Corporate Governance.   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 2021 annual meeting of shareholders to be filed within 120 days after December 31, 2020, 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 2021 annual meeting of shareholders to be filed within 120 days after December 31, 2020, 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 2021 annual meeting of shareholders to be filed within 120 days after December 31, 2020, which is incorporated herein by reference.   Equity Compensation Plan Information     The following table provides information as of December 31, 2020 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 Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights Weighted- Average Exercise Price of Outstanding Options, Warrants and Rights Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans Equity compensation plans approved by security holders   1,106,470 $ 13.30   1,182,045 Equity compensation plans not approved by security holders   — $ —   — Total   1,106,470 $ 13.30   1,182,045   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 2021 annual meeting of shareholders to be filed within 120 days after December 31, 2020, 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 2021 annual meeting of shareholders to be filed within 120 days after December 31, 2020, which is incorporated herein by reference.   135     PART IV   Item 15. Exhibits, Financial Statement Schedules.     (a) Documents filed as part of this report.     (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, 2020 and 2019.   Consolidated Statements of Income for the Years Ended December 31, 2020, 2019 and 2018.   Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2020, 2019 and 2018.   Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended December 31, 2020, 2019 and 2018.   Consolidated Statements of Cash Flows for the Years Ended December 31, 2020, 2019 and 2018.   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.   136     EXHIBIT INDEX   Exhibit Number   Description         2.1   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)         3.1   Articles of Incorporation of RBB Bancorp (1)         3.2   Bylaws of RBB Bancorp (2)         3.3   Amendment to Bylaws of RBB Bancorp (4)         4.1       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 )       10.1   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)*       10.2   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)*       10.3   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   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)*       10.8   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)*       10.9   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)*         10.10   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)*     137     10.11   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)*         10.12   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)*         10.13   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       23.2   Consent of Vavrinek, Trine, Day & Co., 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, 2020, formatted in Inline XBRL (contained in Exhibit 101) (1) 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. (2) 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) 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. (4) 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.   138       SIGNATURES   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 22, 2021.     RBB BANCORP       By:   /s/ Yee Phong (Alan) Thian Name:   Yee Phong (Alan) Thian Title:   Chairman, 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/ Yee Phong (Alan) Thian   Director (Chairman); Chief Executive Officer and President (principal executive officer)   March 22, 2021 Yee Phong (Alan) Thian                   /s/ David Morris   Executive Vice President; Chief Financial Officer (principal financial and accounting officer)   March 22, 2021 David Morris                   /s/ Peter M. Chang   Director   March 22, 2021 Peter M. Chang                   /s/ Wendell Chen   Director   March 22, 2021 Wendell Chen                   /s/ Christina Kao   Director   March 22, 2021 Christina Kao                   /s/ James W. Kao   Director   March 22, 2021 James W. Kao                             /s/ Chie-Min (Christopher) Koo   Director   March 22, 2021 Chie-Min (Christopher) Koo                   /s/ Alfonso Lau   Director   March 22, 2021 Alfonso Lau                   /s/ Christopher Lin   Director   March 22, 2021 Christopher Lin                   /s/ Ko-Yen Lin   Director   March 22, 2021 Ko-Yen Lin                   /s/ Paul Lin   Director   March 22, 2021 Paul Lin                   /s/ Feng (Richard) Lin   Director   March 22, 2021 Feng (Richard) Lin                   /s/ Fui Ming (Catherine) Thian   Director   March 22, 2021 Fui Ming (Catherine) Thian                   /s/ Raymond Yu   Director   March 22, 2021 Raymond Yu           139