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8-K - RAINIER PACIFIC FINANCIAL GROUP, INC. FORM 8-K - RAINIER PACIFIC FINANCIAL GROUP INC | k110509.htm |
For more information, contact: | |
John Hall: (253) 926-4007 | |
jhall@rainierpac.com
|
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**For Immediate Release** | or |
Vic Toy: (253) 926-4038 | |
vtoy@rainierpac.com |
Rainier
Pacific Financial Group, Inc.
Receives
Nasdaq Notice of Non-Compliance with
Minimum
Bid Price Requirement
Tacoma,
Washington – November 6, 2009 – On November 5, 2009, Rainier Pacific Financial
Group, Inc. (the “Company”) (NASDAQ GM: RPFG) received notice from the Nasdaq
Stock Market stating that the minimum bid price of the Company’s common stock
was below $1.00 per share for 30 consecutive business days and that the Company
was therefore not in compliance with Marketplace Rule 5450(a)(1).
The
notification letter states that the Company has until May 5, 2010 to regain
compliance with the minimum closing bid price requirement. To regain
compliance, the closing bid price of the Company’s common stock must meet or
exceed $1.00 per share for at least ten consecutive business
days. Nasdaq may, in its discretion, require the Company’s common
stock to maintain a bid price of at least $1.00 per share for a period in excess
of ten consecutive business days, but generally no more than 20 consecutive
days, before determining that the Company has demonstrated an ability to
maintain long-term compliance.
If the
Company does not regain compliance by May 5, 2010, Nasdaq will provide written
notification to the Company that the Company’s common stock will be
delisted. At that time, the Company may appeal Nasdaq’s delisting
determination to a Nasdaq Listing Qualifications Panel. Alternately,
the Company could apply to transfer its common stock to The NASDAQ Capital
Market prior to that date if it satisfies all of the requirements, other than
the minimum bid price requirement, for initial listing on
The
NASDAQ Capital Market set forth in Marketplace Rule 5505. If the
Company were to elect to apply for such transfer and if it satisfies the
applicable requirements and its application is approved, the Company would have
an additional 180 days to regain compliance with the minimum bid price rule
while listed on The NASDAQ Capital Market.
Rainier
Pacific Financial Group, Inc. is the bank holding company for Rainier Pacific
Bank, a Tacoma, Washington-based state-chartered savings bank operating 14
full-service locations in the Tacoma-Pierce County and City of Federal Way
market areas.
For
additional information, visit Rainier Pacific’s website at www.rainierpac.com.
Forward-looking
statements:
Certain
matters discussed in this press release may contain certain “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act
of 1995. These forward-looking statements may be identified by the
use of words such as “believe,” “expect,” “anticipate,” “should,” “planned,”
“estimated,” and “potential.” These forward-looking statements are
based on the Company’s expectations and are subject to risks and uncertainties
that cannot be predicted or quantified and are beyond the Company’s control,
including the potential that (1) the Company may not be able to continue as a
going concern, and (2) because of our significantly undercapitalized status, our
regulators may initiate additional enforcement actions against
us. The Company’s actual results, performance, or achievements may
differ materially from those suggested, expressed, or implied by forward-looking
statements as a result of a wide variety or range of factors including, but not
limited to, the credit risks of lending activities, including changes in the
level and trend of loan delinquencies and write-offs that may be impacted by
deterioration in the housing and commercial real estate markets and may lead to
increased losses and non-performing assets in the Company’s loan portfolio,
result in the Company’s allowance for loan losses not being adequate to cover
actual losses, and require the Company to materially increase its reserves;
changes in general economic conditions, either nationally or in the Company’s
market areas; changes in the levels of general interest rates, and the relative
differences between short and long term interest rates, deposit interest
rates, net interest margin, and funding sources; deposit flows;
fluctuations in the demand for loans, the number of unsold homes and other
properties, and fluctuations in real estate values in the Company’s market
areas; adverse changes in the securities markets, including changes in the
ability of the issuers of trust preferred CDO securities the Company owns to
repay their obligations; changes as a result of examinations of the Company by
the Federal Reserve Board and its bank subsidiary by the Federal Deposit
Insurance Corporation, the Washington State Department of Financial
Institutions, Division of Banks, or other regulatory authorities, or as a result
of agreements with these regulators, including the possibility that any such
regulatory authority may, among other things, require the Company to increase
its reserve for loan losses, write-down assets, change its regulatory capital
position, or affect its ability to borrow funds or maintain or increase
deposits, which could adversely affect the Company’s liquidity and earnings; the
Company’s ability to control operating costs and expenses; the use of estimates
in determining fair value of certain of the Company’s assets, which estimates
may prove to be incorrect and result in significant declines in valuation;
difficulties in reducing risk associated with the loans on the Company’s balance
sheet; staffing fluctuations in response to product demand or the implementation
of corporate strategies that affect the Company’s work force and potential
associated charges; computer systems on which the Company depends
could fail or experience a security breach, or the implementation of new
technologies may not be successful; the Company’s ability to retain key members
of its senior management team; costs and effects of litigation, including
settlements and judgments; the Company’s ability to manage loan delinquency
rates; increased competitive pressures among financial services companies;
changes in consumer spending, borrowing, and savings habits; legislative or
regulatory changes that adversely affect the Company’s business including
changes in regulatory policies and principles, including the interpretation of
regulatory capital or other rules; the availability of resources to address
changes in laws, rules, or regulations or to respond to regulatory actions;
inability of key third-party providers to perform their obligations to the
Company; changes in accounting
policies
and practices, as may be adopted by the financial institution regulatory
agencies or the Financial Accounting Standards Board, including additional
guidance and interpretation on accounting issues and details of the
implementation of new accounting methods; economic impact of war or any
terrorist activities; other economic, competitive, governmental, regulatory, and
technological factors affecting the Company’s operations; pricing, products, and
services; time to lease excess space in Company-owned buildings; future actions of Nasdaq
and the future listing of the Company’s securities; and other risks detailed in
the Company’s reports filed with the Securities and Exchange Commission,
including its Annual Report on Form 10-K for the fiscal year ended December 31,
2008 and Quarterly Report on Form 10-Q for the quarter ended June 30,
2009. Any of the forward-looking statements that the Company makes in
this press release and in the other public statements may turn out to
be wrong because of inaccurate assumptions the Company might
make, the factors illustrated above, or other factors that
the Company cannot foresee. Because of these and other uncertainties,
the Company’s actual future results may be materially different from those
expressed in any forward-looking statements made by or on the Company’s
behalf. Therefore, these factors should be considered in evaluating
forward-looking statements, and undue reliance should not be placed on such
statements. The Company undertakes no responsibility to update or
revise any forward-looking statement.