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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2024
or
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from __________ to _________
Commission File Number: 000-50755
OPTIMUMBANK HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Florida | 55-0865043 | |
|
(State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) |
2929 East Commercial Boulevard, Fort Lauderdale, FL 33308
(Address of principal executive offices, Zip Code)
954-900-2800
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, $.01 Par Value | OPHC | NASDAQ Capital Market |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
| Large accelerated filer ☐ | Accelerated filer ☐ | |
| Non-accelerated filer ☒ | Smaller reporting company ☒ | |
| 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 9,634,821 shares of common stock, $.01 par value, issued and outstanding as of May 13, 2024.
OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY
INDEX
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OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets
(Dollars in thousands, except share amounts)
| March 31, | December 31, | |||||||
| 2024 | 2023 | |||||||
| (Unaudited) | ||||||||
| Assets: | ||||||||
| Cash and due from banks | $ | 14,034 | $ | 14,009 | ||||
| Interest-bearing deposits with banks | 137,073 | 62,654 | ||||||
| Total cash and cash equivalents | 151,107 | 76,663 | ||||||
| Debt securities available for sale | 23,580 | 24,355 | ||||||
| Debt securities held-to-maturity (fair value of $297 and $326) | 336 | 360 | ||||||
| Loans, net of allowance for credit losses of $8,281 and $7,683 | 746,370 | 671,094 | ||||||
| Federal Home Loan Bank stock | 2,454 | 3,354 | ||||||
| Premises and equipment, net | 1,579 | 1,375 | ||||||
| Right-of-use lease assets | 2,091 | 2,161 | ||||||
| Accrued interest receivable | 2,990 | 2,474 | ||||||
| Deferred tax asset | 3,109 | 2,903 | ||||||
| Other assets | 7,017 | 6,515 | ||||||
| Total assets | $ | 940,633 | $ | 791,254 | ||||
| Liabilities and Stockholders’ Equity: | ||||||||
| Liabilities: | ||||||||
| Noninterest-bearing demand deposits | $ | 217,940 | $ | 194,892 | ||||
| Savings, NOW and money-market deposits | 318,511 | 322,932 | ||||||
| Time deposits | 261,958 | 121,757 | ||||||
| Total deposits | 798,409 | 639,581 | ||||||
| Federal Home Loan Bank advances | 40,000 | 62,000 | ||||||
| Federal Reserve Bank advances | 13,355 | 13,600 | ||||||
| Operating lease liabilities | 2,185 | 2,248 | ||||||
| Other liabilities | 3,640 | 3,818 | ||||||
| Total liabilities | 857,589 | 721,247 | ||||||
| Commitments and contingencies (Notes 8 and 11) | - | - | ||||||
| Stockholders’ equity: | ||||||||
| Preferred stock, no par value; 6,000,000 shares authorized: | — | — | ||||||
| Series A Preferred, no par value, no shares issued and outstanding | — | — | ||||||
| Series B Convertible Preferred, no par value, 1,520 shares authorized, 1,360 shares issued and outstanding | — | — | ||||||
| Series C Convertible Preferred, no par value, 4,000,000 and 0 shares authorized, 525,641 and 0 shares issued and outstanding | — | — | ||||||
| Common stock, $.01 par value; 30,000,000 shares authorized, 9,634,821 and 7,250,218 shares issued and outstanding | 96 | 72 | ||||||
| Additional paid-in capital | 102,239 | 91,221 | ||||||
| Accumulated deficit | (13,594 | ) | (15,971 | ) | ||||
| Accumulated other comprehensive loss | (5,697 | ) | (5,315 | ) | ||||
| Total stockholders’ equity | 83,044 | 70,007 | ||||||
| Total liabilities and stockholders’ equity | $ | 940,633 | $ | 791,254 | ||||
See accompanying notes to condensed consolidated financial statements.
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OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY
Condensed Consolidated Statements of Earnings (Unaudited)
(in thousands, except per share amounts)
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2024 | 2023 | |||||||
| Interest income: | ||||||||
| Loans | $ | 11,836 | $ | 6,589 | ||||
| Debt securities | 170 | 178 | ||||||
| Other | 1,459 | 749 | ||||||
| Total interest income | 13,465 | 7,516 | ||||||
| Interest expense: | ||||||||
| Deposits | 5,077 | 2,432 | ||||||
| Borrowings | 637 | 25 | ||||||
| Total interest expense | 5,714 | 2,457 | ||||||
| Net interest income | 7,751 | 5,059 | ||||||
| Credit loss expense | 1,057 | 820 | ||||||
| Net interest income after credit loss expense | 6,694 | 4,239 | ||||||
| Noninterest income: | ||||||||
| Service charges and fees | 968 | 719 | ||||||
| Other | 271 | 10 | ||||||
| Total noninterest income | 1,239 | 729 | ||||||
| Noninterest expenses: | ||||||||
| Salaries and employee benefits | 2,849 | 1,966 | ||||||
| Professional fees | 195 | 197 | ||||||
| Occupancy and equipment | 205 | 189 | ||||||
| Data processing | 554 | 366 | ||||||
| Regulatory assessment | 123 | 209 | ||||||
| Other | 783 | 495 | ||||||
| Total noninterest expenses | 4,709 | 3,422 | ||||||
| Net earnings before income taxes | 3,224 | 1,546 | ||||||
| Income taxes | 847 | 393 | ||||||
| Net earnings | $ | 2,377 | $ | 1,153 | ||||
| Net earnings per share - Basic | $ | .31 | $ | .16 | ||||
| Net earnings per share - Diluted | .31 | .16 | ||||||
See accompanying notes to condensed consolidated financial statements.
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OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY
Condensed Consolidated Statements of Comprehensive Income (Unaudited)
(In thousands)
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2024 | 2023 | |||||||
| Net earnings | $ | 2,377 | $ | 1,153 | ||||
| Other comprehensive (loss) income: | ||||||||
| Change in unrealized loss on debt securities: | ||||||||
| Unrealized (loss) gain arising during the period | (513 | ) | 715 | |||||
| Amortization of unrealized loss on debt securities transferred to held-to-maturity | — | 1 | ||||||
| Other comprehensive (loss) income before income taxes | (513 | ) | 716 | |||||
Deferred income tax benefit (taxes) |
131 | (177 | ) | |||||
| Total other comprehensive (loss) income | (382 | ) | 539 | |||||
| Comprehensive income | $ | 1,995 | $ | 1,692 | ||||
See accompanying notes to condensed consolidated financial statements.
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OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY
Condensed Consolidated Statements of Stockholders’ Equity
Three Months Ended March 31, 2024 and 2023
(Dollars in thousands)
| Preferred Stock | Additional | Accumulated | ||||||||||||||||||||||||||||||||||||||||||||||
| Series A | Series B | Series C | Common Stock | Paid-In | Accumulated | Comprehensive | Stockholders’ | |||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Loss | Equity | |||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2022 (audited) | — | $ | — | 1,360 | — | — | — | 7,058,897 | 71 | 90,408 | (22,073 | ) | (5,826 | ) | 62,580 | |||||||||||||||||||||||||||||||||
| Additional allowance recognized due to adoption of Topic 326 | — | — | — | — | — | — | — | — | — | (181 | ) | — | (181 | ) | ||||||||||||||||||||||||||||||||||
| Proceeds from the sale of common stock (unaudited) | — | — | — | — | — | — | 72,221 | — | 324 | — | — | 324 | ||||||||||||||||||||||||||||||||||||
| Stock-based Compensation (unaudited) | — | — | — | — | — | — | 119,101 | 1 | 489 | — | — | 490 | ||||||||||||||||||||||||||||||||||||
| Net change in unrealized loss on debt securities available for sale (unaudited) | — | — | — | — | — | — | — | — | — | — | 538 | 538 | ||||||||||||||||||||||||||||||||||||
| Amortization of unrealized loss on debt securities transferred to held-to-maturity (unaudited) | — | — | — | — | — | — | — | — | — | — | 1 | 1 | ||||||||||||||||||||||||||||||||||||
| Net earnings (unaudited) | — | — | — | — | — | — | — | — | — | 1,153 | — | 1,153 | ||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2023 (unaudited) | — | — | 1,360 | — | — | — | 7,250,219 | 72 | 91,221 | (21,101 | ) | (5,287 | ) | 64,905 | ||||||||||||||||||||||||||||||||||
| Balance at December 31, 2023 (audited) | — | $ | — | 1,360 | $ | — | — | $ | — | 7,250,219 | $ | 72 | $ | 91,221 | $ | (15,971 | ) | $ | (5,315 | ) | $ | 70,007 | ||||||||||||||||||||||||||
| Proceeds from sale of preferred stock (net of offering costs of $118) (unaudited) | — | — | — | — | 525,641 | — | — | — | 1,932 | — | — | 1,932 | ||||||||||||||||||||||||||||||||||||
| Proceeds from sale of common stock ( net of offering costs of $339) (unaudited) | — | — | — | — | — | — | 2,311,552 | 23 | 8,780 | — | — | 8,803 | ||||||||||||||||||||||||||||||||||||
| Stock-based Compensation (unaudited) | — | — | — | — | — | — | 73,050 | 1 | 306 | — | — | 307 | ||||||||||||||||||||||||||||||||||||
| Net change in unrealized loss on debt securities available for sale (unaudited) | — | — | — | — | — | — | — | — | — | — | (382 | ) | (382 | ) | ||||||||||||||||||||||||||||||||||
| Net earnings (unaudited) | — | — | — | — | — | — | — | — | — | 2,377 | — | 2,377 | ||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2024 (unaudited) | — | $ | — | 1,360 | $ | — | 525,641 | $ | — | 9,634,821 | $ | 96 | $ | 102,239 | $ | (13,594 | ) | $ | (5,697 | ) | $ | 83,044 | ||||||||||||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
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OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY
Condensed Consolidated Statements of Cash Flows (Unaudited)
(In thousands)
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2024 | 2023 | |||||||
| Cash flows from operating activities: | ||||||||
| Net earnings | $ | 2,377 | $ | 1,153 | ||||
| Adjustments to reconcile net earnings to net cash provided by operating activities: | ||||||||
| Credit loss expense | 1,057 | 820 | ||||||
| Depreciation and amortization | 55 | 57 | ||||||
| Deferred income taxes | (75 | ) | 397 | |||||
| Net accretion of fees, premiums and discounts | (62 | ) | 8 | |||||
| Stock-based compensation expense | 307 | 490 | ||||||
| (Increase) Decrease in accrued interest receivable | (516 | ) | 17 | |||||
| Amortization of right of use asset | 70 | 65 | ||||||
| Net decrease in operating lease liabilities | (63 | ) | (56 | ) | ||||
| Increase in other assets | (502 | ) | (2,590 | ) | ||||
| Decrease in other liabilities | (104 | ) | (332 | ) | ||||
| Net cash provided by operating activities | 2,544 | 29 | ||||||
| Cash flows from investing activities: | ||||||||
| Principal repayments of debt securities available for sale | 233 | 232 | ||||||
| Principal repayments of debt securities held-to-maturity | 24 | 42 | ||||||
| Net increase in loans | (76,316 | ) | (19,299 | ) | ||||
| Purchases of premises and equipment | (259 | ) | (240 | ) | ||||
| Redemption (Purchase) of FHLB stock | 900 | (754 | ) | |||||
| Net cash used in investing activities | (75,418 | ) | (20,019 | ) | ||||
| Cash flows from financing activities: | ||||||||
| Net increase in deposits | 158,828 | 19,488 | ||||||
| Net (decrease) increase in FHLB Advances | (22,000 | ) | 15,000 | |||||
| Net decrease in FRB Advances | (245 | ) | — | |||||
| Proceeds from sale of preferred stock (net of offering costs of $118) | 1,932 | — | ||||||
| Proceeds from sale of common stock ( net of offering costs of $339) | 8,803 | 324 | ||||||
| Net cash provided by financing activities | 147,318 | 34,812 | ||||||
| Net increase in cash and cash equivalents | 74,444 | 14,822 | ||||||
| Cash and cash equivalents at beginning of the period | 76,663 | 71,836 | ||||||
| Cash and cash equivalents at end of the period | $ | 151,107 | $ | 86,658 | ||||
| Supplemental disclosure of cash flow information: | ||||||||
| Cash paid during the period for: | ||||||||
| Interest | $ | 5,875 | $ | 2,327 | ||||
| Income taxes | $ | 454 | $ | — | ||||
| Noncash transactions: | ||||||||
| Change in accumulated other comprehensive loss, net change in unrealized loss on debt securities available for sale, net of income taxes | $ | (382 | ) | $ | 538 | |||
| Amortization of unrealized loss on debt securities transferred to held-to-maturity | $ | — | $ | 1 | ||||
| Reduction stockholders’ equity due to adoption of Topic 326, net | — | (181 | ) | |||||
| Right-of use lease assets obtained in exchange for operating lease liabilities | $ | — | $ | 315 | ||||
See accompanying notes to condensed consolidated financial statements.
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OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY
Notes to Condensed Consolidated Financial Statements (Unaudited)
(1) General. OptimumBank Holdings, Inc. (the “Company”) is a one-bank holding company and owns 100% of OptimumBank (the “Bank”), a Florida-chartered community bank. The Company’s only business is the operation of the Bank. The Bank’s deposits are insured up to applicable limits by the Federal Deposit Insurance Corporation (“FDIC”). The Bank offers a variety of community banking services to individual and corporate customers through its two banking offices located in Broward County, Florida. The Bank also markets its deposit and electronic funds transfer services on a national basis to merchant cash advance providers.
Basis of Presentation. In the opinion of management, the accompanying condensed consolidated financial statements of the Company contain all adjustments (consisting principally of normal recurring accruals) necessary to present fairly the financial position at March 31, 2024, and the results of operations and cash flows for the three month periods ended March 31, 2024 and 2023. All significant intercompany accounts and transactions have been eliminated in consolidation. The results of operations for the three months ended March 31, 2024, are not necessarily indicative of the results to be expected for the full year.
Comprehensive Income. Generally Accepted Accounting Principles generally require that recognized revenue, expenses, gains and losses be included in net earnings. Although certain changes in assets and liabilities, such as unrealized gains and losses on available-for-sale debt securities are reported as a separate component of the equity section of the condensed consolidated balance sheets, such items along with net earnings, are components of comprehensive income.
Accumulated other comprehensive loss consists of the following (in thousands):
Schedule of Accumulated Other Comprehensive Loss
| March 31, | December 31, | |||||||
| 2024 | 2023 | |||||||
| Unrealized loss on debt securities available for sale | $ | (7,619 | ) | $ | (7,106 | ) | ||
| Unamortized portion of unrealized loss related to debt securities available for sale transferred to securities held-to-maturity | (13 | ) | (13 | ) | ||||
| Income tax benefit | 1,935 | 1,804 | ||||||
| Accumulated other comprehensive loss | $ | (5,697 | ) | $ | (5,315 | ) | ||
Reclassifications. Certain amounts have been reclassified to allow for consistent presentation for the periods presented.
(2) Debt Securities. Debt securities have been classified according to management’s intent. The amortized cost of debt securities and fair values are as follows (in thousands):
Schedule of Amortized Cost and Approximate Fair Values of Debt Securities
| Gross | Gross | |||||||||||||||
| Amortized | Unrealized | Unrealized | Fair | |||||||||||||
| Cost | Gains | Losses | Value | |||||||||||||
| At March 31, 2024: | ||||||||||||||||
| Available for sale: | ||||||||||||||||
| SBA Pool Securities | $ | 675 | $ | — | $ | (16 | ) | $ | 659 | |||||||
| Collateralized mortgage obligations | 134 | — | (18 | ) | 116 | |||||||||||
| Taxable municipal securities | 16,682 | — | (4,779 | ) | 11,903 | |||||||||||
| Mortgage-backed securities | 13,708 | — | (2,806 | ) | 10,902 | |||||||||||
| Total | $ | 31,199 | $ | — | $ | (7,619 | ) | $ | 23,580 | |||||||
| Held-to-maturity: | ||||||||||||||||
| Collateralized mortgage obligations | $ | 336 | $ | — | (39 | ) | $ | 297 | ||||||||
| Mortgage-backed securities | — | — | — | — | ||||||||||||
| Total | $ | 336 | $ | — | (39 | ) | $ | 297 | ||||||||
(continued)
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OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY
Notes to Condensed Consolidated Financial Statements (Unaudited)
| (2) | Debt Securities, Continued. |
| Gross | Gross | |||||||||||||||
| Amortized | Unrealized | Unrealized | Fair | |||||||||||||
| Cost | Gains | Losses | Value | |||||||||||||
| At December 31, 2023: | ||||||||||||||||
| Available for sale: | ||||||||||||||||
| SBA Pool Securities | $ | 706 | $ | — | $ | (16 | ) | $ | 690 | |||||||
| Collateralized mortgage obligations | 138 | — | (15 | ) | 123 | |||||||||||
| Taxable municipal securities | 16,690 | — | (4,480 | ) | 12,210 | |||||||||||
| Mortgage-backed securities | 13,927 | — | (2,595 | ) | 11,332 | |||||||||||
| Total | $ | 31,461 | $ | — | $ | (7,106 | ) | $ | 24,355 | |||||||
| Held-to-maturity: | ||||||||||||||||
| Collateralized mortgage obligations | $ | 353 | $ | — | (35 | ) | $ | 318 | ||||||||
| Mortgage-backed securities | 7 | 1 | — | 8 | ||||||||||||
| Total | $ | 360 | $ | 1 | (35 | ) | $ | 326 | ||||||||
As of March 31, 2024, debt securities with a fair value of $11.3 million were pledged as collateral to the Federal Reserve. There were no sales of debt securities during the three months ended March 31, 2024, and 2023.
Debt securities available for sale with gross unrealized losses, aggregated by investment category and length of time that individual debt securities have been in a continuous loss position, is as follows (in thousands):
Schedule of Debt Securities Available for Sale with Gross Unrealized Losses, by Investment Category
| Over Twelve Months | Less Than Twelve Months | |||||||||||||||
| Gross | Gross | |||||||||||||||
| Unrealized | Fair | Unrealized | Fair | |||||||||||||
| Losses | Value | Losses | Value | |||||||||||||
| At March 31, 2024: | ||||||||||||||||
| Available for Sale: | ||||||||||||||||
| SBA Pool Securities | 16 | 659 | — | — | ||||||||||||
| Collateralized mortgage obligation | — | — | 18 | 116 | ||||||||||||
| Taxable municipal securities | 4,779 | 11,903 | — | — | ||||||||||||
| Mortgage-backed securities | 2,806 | 10,902 | — | — | ||||||||||||
| Total | $ | 7,601 | $ | 23,464 | $ | 18 | $ | 116 | ||||||||
| Over Twelve Months | Less Than Twelve Months | |||||||||||||||
| Gross | Gross | |||||||||||||||
| Unrealized | Fair | Unrealized | Fair | |||||||||||||
| Losses | Value | Losses | Value | |||||||||||||
| At December 31, 2023: | ||||||||||||||||
| Available for Sale : | ||||||||||||||||
| SBA Pool Securities | 16 | 690 | — | — | ||||||||||||
| Collateralized mortgage obligation | — | — | 15 | 123 | ||||||||||||
| Taxable municipal securities | 4,480 | 12,210 | — | — | ||||||||||||
| Mortgage-backed securities | 2,595 | 11,332 | — | — | ||||||||||||
| Total | $ | 7,091 | $ | 24,232 | $ | 15 | $ | 123 | ||||||||
(continued)
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OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY
Notes to Condensed Consolidated Financial Statements (Unaudited)
| (2) | Debt Securities, Continued. |
At March 31, 2024 and December 31, 2023, the unrealized losses on forty-one and forty investment debt securities, respectively, were caused by interest-rate changes.
Management evaluates debt securities for impairment where there has been a decline in fair value below the amortized cost basis of a security to determine whether there is a credit loss associated with the decline in fair value on at least a quarterly basis, and more frequently when economic or market concerns warrant such evaluation. Consideration is given to (1) the financial condition and near-term prospects of the issuer including looking at default and delinquency rates, (2) the outlook for receiving the contractual cash flows of the investments, (3) the length of time and the extent to which the fair value has been less than cost, (4) the intent and ability to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value or for a debt security whether it is more-likely-than-not that the Company will be required to sell the debt security prior to recovering its fair value, (5) the anticipated outlook for changes in the general level of interest rates, (6) credit ratings, (7) third party guarantees, and (8) collateral values. In analyzing an issuer’s financial condition, management considers whether the securities are issued by the federal government or its agencies, whether downgrades by bond rating agencies have occurred, the results of reviews of the issuer’s financial condition, and the issuer’s anticipated ability to pay the contractual cash flows of the investments.
The Company performed an analysis that determined that the mortgage-backed securities, collateralized mortgage obligations, and U.S. government securities, have a zero expected credit loss as they have the full faith and credit backing of the U.S. government or one of its agencies. Municipal bonds that do not have a zero expected credit loss are evaluated at least quarterly to determine whether there is a credit loss associated with a decline in fair value. At March 31, 2024 and December 31, 2023 all municipal securities were rated as investment grade. All debt securities in an unrealized loss position as of March 31, 2024 continue to perform as scheduled and the Company does not believe that there is a credit loss or that credit loss expense is necessary. Also, as part of our evaluation of our intent and ability to hold investments for a period of time sufficient to allow for any anticipated recovery in the market, the Company considers our investment strategy, cash flow needs, liquidity position, capital adequacy and interest rate risk position. The Company does not currently intend to sell the investments within the portfolio, and it is not more-likely-than-not that a sale will be required.
Management continues to monitor all of our investments with a high degree of scrutiny. There can be no assurance that in a future period, conditions may exist at that time indicating that some or all of the Company’s securities may be sold that would require a charge to earnings as credit loss expense in such period.
(3) Loans. The segments of loans are as follows (in thousands):
Schedule of Components of Loans
| March 31, | December 31, | |||||||
| 2024 | 2023 | |||||||
| Residential real estate | $ | 70,814 | $ | 71,400 | ||||
| Multi-family real estate | 64,793 | 67,498 | ||||||
| Commercial real estate | 493,602 | 422,680 | ||||||
| Land and construction | 52,688 | 32,600 | ||||||
| Commercial | 33,867 | 41,870 | ||||||
| Consumer | 40,134 | 44,023 | ||||||
| Total loans | 755,898 | 680,071 | ||||||
| Deduct: | ||||||||
| Net deferred loan fees, and costs | (1,247 | ) | (1,294 | ) | ||||
| Allowance for credit losses | (8,281 | ) | (7,683 | ) | ||||
| Loans, net | $ | 746,370 | $ | 671,094 | ||||
(continued)
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OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY
Notes to Condensed Consolidated Financial Statements (Unaudited)
(3) Loans, Continued.
An analysis of the change in the allowance for credit losses follows (in thousands):
Schedule of Changes in Allowance for Loan Losses
|
Residential Real Estate |
Multi-Family Real Estate |
Commercial Real Estate |
Land and Construction |
Commercial | Consumer | Total | ||||||||||||||||||||||
| Three Months Ended March 31, 2024: | ||||||||||||||||||||||||||||
| Balance Dec 31, 2023 | $ | 1,020 | $ | 1,041 | $ | 3,793 | $ | 1,019 | $ | 281 | $ | 529 | $ | 7,683 | ||||||||||||||
| Credit loss (expense) income | (49 | ) | (12 | ) | 315 | 493 | (30 | ) | 414 | 1,131 | ||||||||||||||||||
| Charge-offs | — | — | — | — | (17 | ) | (618 | ) | (635 | ) | ||||||||||||||||||
| Recoveries | — | — | — | — | — | 102 | 102 | |||||||||||||||||||||
| Ending balance (March 31, 2024) | $ | 971 | $ | 1,029 | $ | 4,108 | $ | 1,512 | $ | 234 | $ | 427 | $ | 8,281 | ||||||||||||||
During the period ended March 31, 2024, the company recognized $74,000 of credit loss income related to unfunded loan commitments.
|
Residential Real Estate |
Multi-Family Real Estate |
Commercial Real Estate |
Land and Construction |
Commercial |
Consumer |
Total |
||||||||||||||||||||||
| Three Months Ended March 31, 2023 | ||||||||||||||||||||||||||||
| Beginning balance Dec 31, 2022 | 768 | 748 | 3,262 | 173 | 277 | 565 | 5,793 | |||||||||||||||||||||
| Additional allowance recognized due to adoption of Topic 326 | 33 | 327 | (367 | ) | 278 | (262 | ) | 209 | 218 | |||||||||||||||||||
| Balance January 1, 2023 | $ | 801 | $ | 1,075 | $ | 2,895 | $ | 451 | $ | 15 | $ | 774 | $ | 6,011 | ||||||||||||||
| Credit loss (expense) income | (59 | ) | 2 | 135 | 82 | 37 | 568 | 765 | ||||||||||||||||||||
| Charge-offs | — | — | — | — | (26 | ) | (437 | ) | (463 | ) | ||||||||||||||||||
| Recoveries | — | — | — | — | — | 40 | 40 | |||||||||||||||||||||
| Ending balance (March 31, 2023) | $ | 742 | $ | 1,077 | $ | 3,030 | $ | 533 | $ | 26 | $ | 945 | $ | 6,353 | ||||||||||||||
(continued)
|
|
OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY
Notes to Condensed Consolidated Financial Statements (Unaudited)
(3) Loans, Continued. The Company has divided the loan portfolio into six portfolio segments, each with different risk characteristics and methodologies for assessing risk. All loans are underwritten based upon standards set forth in the policies approved by the Bank’s Board of Directors. The Company identifies the portfolio segments as follows:
Residential Real Estate, Multi-Family Real Estate, Commercial Real Estate, Land and Construction. Residential real estate loans are underwritten based on repayment capacity and source, value of the underlying property, credit history and stability. The Company offers first and second one-to-four family mortgage loans; the collateral for these loans is generally the clients’ owner-occupied residences. Although these types of loans present lower levels of risk than commercial real estate loans, risks do still exist because of possible fluctuations in the value of the real estate collateral securing the loan, as well as changes in the borrowers’ financial condition. Multi-family and commercial real estate loans are secured by the subject property. Underwriting standards include, among other factors, loan to value limits, cash flow coverage and general creditworthiness of the obligors. Construction loans to borrowers finance the construction of owner occupied and leased properties. These loans are categorized as construction loans during the construction period, later converting to commercial or residential real estate loans after the construction is complete and amortization of the loan begins. Real estate development and construction loans are approved based on an analysis of the borrower and guarantor, the viability of the project and an acceptable percentage of the appraised value of the property securing the loan. Real estate development and construction loan funds are disbursed periodically based on the percentage of construction completed. The Company carefully monitors these loans with on-site inspections and requires the receipt of lien waivers on funds advanced. Development and construction loans are typically secured by the properties under development or construction, and personal guarantees are typically obtained. Further, to assure that reliance is not placed solely on the value of the underlying property, the Company considers the market conditions and feasibility of proposed projects, the financial condition and reputation of the borrower and guarantors, the amount of the borrower’s equity in the project, independent appraisals, cost estimates and pre-construction sales information. The Company also makes loans on occasion for the purchase of land for future development by the borrower. Land loans are extended for future development for either commercial or residential use by the borrower. The Company carefully analyzes the intended use of the property and the viability thereof.
Commercial. Commercial business loans and lines of credit consist of loans to small- and medium-sized companies. Commercial loans are generally used for working capital purposes or for acquiring equipment, inventory or furniture. Primarily all of the Company’s commercial loans are secured loans, along with a small amount of unsecured loans. The Company’s underwriting analysis consists of a review of the financial statements of the borrower, the lending history of the borrower, the debt service capabilities of the borrower, the projected cash flows of the business, the value of the collateral, if any, and whether the loan is guaranteed by the principals of the borrower. These loans are generally secured by accounts receivable, inventory and equipment. Commercial loans are typically made on the basis of the borrower’s ability to make repayment from the cash flow of the borrower’s business, which makes them of higher risk than residential loans and the collateral securing loans may be difficult to appraise and may fluctuate in value based on the success of the business. The Company mitigates these risks through its underwriting standards.
Consumer. Consumer loans are extended for various purposes, including purchases of automobiles, recreational vehicles, and boats. Also offered are home improvement loans, lines of credit, personal loans, and deposit account collateralized loans. Repayment of these loans is primarily dependent on the personal income of the borrowers, which can be impacted by economic conditions in their market areas such as unemployment levels. Loans to consumers are extended after a credit evaluation, including the creditworthiness of the borrower(s), the purpose of the credit, and the secondary source of repayment. Consumer loans are made at fixed and variable interest rates. Risk is mitigated by the fact that the loans are of smaller individual amounts.
(continued)
|
|
OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY
Notes to Condensed Consolidated Financial Statements (Unaudited)
(3) Loans, Continued. Age analysis of past-due loans is as follows (in thousands):
Schedule of Age Analysis of Past-due Loans
| Accruing Loans | ||||||||||||||||||||||||||||
| 30-59 Days Past Due | 60-89 Days Past Due | Greater Than 90 Days Past Past | Total Past Due | Current | Nonaccrual Loans | Total Loans | ||||||||||||||||||||||
| At March 31, 2024: | ||||||||||||||||||||||||||||
| Residential real estate | $ | — | $ | — | $ | — | $ | — | $ | 70,814 | $ | — | $ | 70,814 | ||||||||||||||
| Multi-family real estate | — | — | — | — | 64,793 | — | 64,793 | |||||||||||||||||||||
| Commercial real estate | — | — | — | — | 493,602 | — | 493,602 | |||||||||||||||||||||
| Land and construction | — | — | — | — | 52,688 | — | 52,688 | |||||||||||||||||||||
| Commercial | — | — | — | — | 33,867 | — | 33,867 | |||||||||||||||||||||
| Consumer | 241 | 162 | — | 403 | 39,006 | 725 | 40,134 | |||||||||||||||||||||
| Total | $ | 241 | $ | 162 | $ | — | $ | 403 | $ | 754,770 | $ | 725 | $ | 755,898 | ||||||||||||||
| 30-59 Days Past Due | 60-89 Days Past Due | Greater Than 90 Days Past Past | Total Past Due | Current | Nonaccrual Loans | Total Loans | ||||||||||||||||||||||
| At December 31, 2023: | ||||||||||||||||||||||||||||
| Residential real estate | $ | — | $ | — | $ | — | $ | — | $ | 71,400 | $ | — | $ | 71,400 | ||||||||||||||
| Multi-family real estate | — | — | — | — | 67,498 | — | 67,498 | |||||||||||||||||||||
| Commercial real estate | — | — | — | — | 422,680 | — | 422,680 | |||||||||||||||||||||
| Land and construction | — | — | — | — | 32,600 | — | 32,600 | |||||||||||||||||||||
| Commercial | — | — | — | — | 41,870 | — | 41,870 | |||||||||||||||||||||
| Consumer | 230 | 208 | — | 438 | 42,560 | 1,025 | 44,023 | |||||||||||||||||||||
| Total | $ | 230 | $ | 208 | $ | — | $ | 438 | $ | 678,608 | $ | 1,025 | $ | 680,071 | ||||||||||||||
| The Company has not made any modifications of loans to borrowers experiencing financial difficulties during the three months ended March 31, 2024 and 2024. |
(continued)
|
|
OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY
Notes to Condensed Consolidated Financial Statements (Unaudited)
(3) Loans, Continued.
Term Loans
Amortized Cost Basis by Origination Year
Schedule of Amortized Cost Basis
| Land and Construction | March 31, 2024 | 2023 | 2022 | 2021 | 2020 | Prior | (Amortized Cost Basis) | Loans (Amortized Cost Basis) | Total | |||||||||||||||||||||||||||
| Pass | $ | 1,740 | $ | 28,815 | $ | 14,802 | $ | 3,075 | $ | 1,477 | $ | 2,779 | $ | — | $ | — | $ | 52,688 | ||||||||||||||||||
| OLEM (Other Loans Especially Mentioned) | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
| Substandard | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
| Doubtful | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
| Loss | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
| Subtotal loans | $ | 1,740 | $ | 28,815 | $ | 14,802 | $ | 3,075 | $ | 1,477 | $ | 2,779 | $ | — | $ | — | $ | 52,688 | ||||||||||||||||||
| Current period Gross write-offs | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||||
| Residential real estate | ||||||||||||||||||||||||||||||||||||
| Pass | — | 21,343 | 25,564 | 9,685 | 4,657 | 8,818 | 747 | — | 70,814 | |||||||||||||||||||||||||||
| OLEM (Other Loans Especially Mentioned) | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
| Substandard | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
| Doubtful | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
| Loss | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
| Subtotal loans | $ | — | $ | 21,343 | $ | 25,564 | $ | 9,685 | $ | 4,657 | $ | 8,818 | $ | 747 | $ | — | $ | 70,814 | ||||||||||||||||||
| Current period Gross write-offs | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||||
(continued)
|
|
OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY
Notes to Condensed Consolidated Financial Statements (Unaudited)
(3) Loans, Continued.
Term Loans
Amortized Cost Basis by Origination Year
| March 31, 2024 | 2023 | 2022 | 2021 | 2020 | Prior | (Amortized Cost Basis) | Loans (Amortized Cost Basis) | Total | ||||||||||||||||||||||||||||
| Multi-family real estate | ||||||||||||||||||||||||||||||||||||
| Pass | $ | — | $ | 592 | $ | 28,187 | $ | 26,760 | $ | 6,036 | $ | 3,218 | $ | — | $ | — | $ | 64,793 | ||||||||||||||||||
| OLEM (Other Loans Especially Mentioned) | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
| Substandard | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
| Doubtful | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
| Loss | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
| Subtotal loans | $ | — | $ | 592 | $ | 28,187 | $ | 26,760 | $ | 6,036 | $ | 3,218 | $ | — | $ | — | $ | 64,793 | ||||||||||||||||||
| Current period Gross write-offs | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||||
| Commercial real estate (CRE) | ||||||||||||||||||||||||||||||||||||
| Pass | $ | 75,640 | $ | 124,695 | $ | 200,370 | $ | 51,817 | $ | 13,989 | $ | 25,892 | $ | — | $ | — | $ | 492,403 | ||||||||||||||||||
| OLEM (Other Loans Especially Mentioned) | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
| Substandard | — | — | — | — | 1,199 | — | — | — | 1,199 | |||||||||||||||||||||||||||
| Doubtful | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
| Loss | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
| Subtotal loans | $ | 75,640 | $ | 124,695 | $ | 200,370 | $ | 51,817 | $ | 15,188 | $ | 25,892 | $ | — | $ | — | $ | 493,602 | ||||||||||||||||||
| Current period Gross write-offs | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||||
| Commercial | ||||||||||||||||||||||||||||||||||||
| Pass | $ | 1,442 | $ | 28,623 | $ | 1,939 | $ | 1,208 | $ | 619 | $ | 36 | $ | — | $ | — | $ | 33,867 | ||||||||||||||||||
| OLEM (Other Loans Especially Mentioned) | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
| Substandard | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
| Doubtful | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
| Loss | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
| Subtotal loans | $ | 1,442 | $ | 28,623 | $ | 1,939 | $ | 1,208 | $ | 619 | $ | 36 | $ | — | $ | — | $ | 33,867 | ||||||||||||||||||
| Current period Gross write-offs | $ | — | $ | — | $ | — | $ | — | $ | — | $ | (17 | ) | $ | — | $ | — | $ | (17 | ) | ||||||||||||||||
| Consumer | ||||||||||||||||||||||||||||||||||||
| Pass | $ | 160 | $ | 7,718 | $ | 5,649 | $ | 2,607 | $ | 126 | $ | 71 | $ | 23,078 | $ | — | $ | 39,409 | ||||||||||||||||||
| OLEM (Other Loans Especially Mentioned) | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
| Substandard | — | — | — | — | — | — | 725 | — | 725 | |||||||||||||||||||||||||||
| Doubtful | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
| Loss | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
| Subtotal loans | $ | 160 | $ | 7,718 | $ | 5,649 | $ | 2,607 | $ | 126 | $ | 71 | $ | 23,803 | $ | — | $ | 40,134 | ||||||||||||||||||
| Current period Gross write-offs | $ | — | $ | (224 | ) | $ | (266 | ) | $ | (124 | ) | $ | — | $ | (4 | ) | $ | — | $ | — | $ | (618 | ) | |||||||||||||
Internally assigned loan grades are defined as follows:
| Pass — a Pass loan’s primary source of loan repayment is satisfactory, with secondary sources very likely to be realized if necessary. These are loans that conform in all aspects to bank policy and regulatory requirements, and no repayment risk has been identified. | |
| OLEM — an Other Loan Especially Mentioned has potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in the deterioration of the repayment prospects for the asset or the Company’s credit position at some future date. | |
| Substandard — a Substandard loan is inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. Included in this category are loans that are current on their payments, but the Bank is unable to document the source of repayment. They are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected. | |
| Doubtful — a loan classified as Doubtful has all the weaknesses inherent in one classified as Substandard, with the added characteristics that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable. This classification does not mean that the asset has absolutely no recovery or salvage value, but rather it is not practical or desirable to defer writing off this basically worthless asset even though partial recovery may be affected in the future. The Company charges off any loan classified as Doubtful. | |
| Loss — a loan classified Loss is considered uncollectible and of such little value that continuance as a bankable asset is not warranted. This classification does not mean that the asset has absolutely no recovery or salvage value, but rather it is not practical or desirable to defer writing off this basically worthless asset even though partial recovery may be affected in the future. The Company fully charges off any loan classified as loss. |
(continued)
|
|
OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY
Notes to Condensed Consolidated Financial Statements (Unaudited)
| Three Months Ended | ||||||||||||||||||||||||
| March 31, | ||||||||||||||||||||||||
| 2024 | 2023 | |||||||||||||||||||||||
| Weighted Average |
Weighted Average |
|||||||||||||||||||||||
| (dollars in thousands, except per share amounts) | Earnings | Shares | Amount | Earnings | Shares | Amount | ||||||||||||||||||
| Basic EPS: | ||||||||||||||||||||||||
| Net earnings | $ | 2,377 | 7,616,305 | $ | .31 | $ | 1,153 | 7,204,168 | $ | .16 | ||||||||||||||
| Effect of conversion of series C preferred shares | 17,328 | — | ||||||||||||||||||||||
| Diluted EPS: | ||||||||||||||||||||||||
| Net earnings | $ | 2,377 | 7,633,633 | $ | .31 | $ | 1,153 | 7,204,168 | $ | .16 | ||||||||||||||
The Company is authorized to grant stock options, stock grants and other forms of equity-based compensation under its 2018 Equity Incentive Plan (the “2018 Plan”). The plan has been approved by the shareholders. The Company is currently authorized to issue up to 1,050,000 shares of common stock under the 2018 Plan, due to an amendment to increase the number of authorized shares from 500,000 to 1,050,000 that was approved by shareholders in June 2023. At March 31, 2024, 466,269 shares remain available for grant.
During the three-month period ended March 31, 2024, the Company issued 73,050 shares to employees for services performed and recorded compensation expense of $307,000.
During the first quarter ended March 31, 2023, the Company issued 66,479 shares to a director for services performed and recorded compensation expense of $274,000.
During the first quarter ended March 31, 2023, the Company issued 52,622 shares to employees for services performed and recorded compensation expense of $216,000.
(continued)
|
|
OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY
Notes to Condensed Consolidated Financial Statements (Unaudited)
(6) Fair Value Measurements.
Debt securities available for sale measured at fair value on a recurring basis are summarized below (in thousands):
Schedule of Debt Securities Available for Sale Measured at Fair Value on Recurring Basis
| Fair Value Measurements Using | ||||||||||||||||
| Quoted Prices | Significant | |||||||||||||||
| In Active Markets for | Other Observable |
Significant Unobservable |
||||||||||||||
| Fair Value |
Identical Assets (Level 1) |
Inputs (Level 2) |
Inputs (Level 3) |
|||||||||||||
| At March 31, 2024: | ||||||||||||||||
| SBA Pool Securities | $ | 659 | $ | — | $ | 659 | $ | — | ||||||||
| Collateralized mortgage obligations | 116 | — | 116 | — | ||||||||||||
| Taxable municipal securities | 11,903 | — | 11,903 | — | ||||||||||||
| Mortgage-backed securities | 10,902 | — | 10,902 | — | ||||||||||||
| Total | $ | 23,580 | $ | — | $ | 23,580 | $ | — | ||||||||
| At December 31, 2023: | ||||||||||||||||
| SBA Pool Securities | $ | 690 | $ | — | $ | 690 | $ | — | ||||||||
| Collateralized mortgage obligations | 123 | — | 123 | — | ||||||||||||
| Taxable municipal securities | 12,210 | — | 12,210 | — | ||||||||||||
| Mortgage-backed securities | 11,332 | — | 11,332 | — | ||||||||||||
| Total | $ | 24,355 | $ | — | $ | 24,355 | $ | — | ||||||||
(7) Fair Value of Financial Instruments. The estimated fair values and fair value measurement method with respect to the Company’s financial instruments were as follows (in thousands):
Schedule of Estimated Fair Value of Financial Instruments
| At March 31, 2024 | At December 31, 2023 | |||||||||||||||||||||||
| Carrying Amount | Fair Value | Level | Carrying Amount | Fair Value | Level | |||||||||||||||||||
| Financial assets: | ||||||||||||||||||||||||
| Cash and cash equivalents | $ | 151,107 | $ | 151,107 | 1 | $ | 76,663 | $ | 76,663 | 1 | ||||||||||||||
| Debt securities available for sale | 23,580 | 23,580 | 2 | 24,355 | 24,355 | 2 | ||||||||||||||||||
| Debt securities held-to-maturity | 336 | 297 | 2 | 360 | 326 | 2 | ||||||||||||||||||
| Loans | 746,370 | 723,733 | 3 | 671,094 | 652,965 | 3 | ||||||||||||||||||
| Federal Home Loan Bank stock | 2,454 | 2,454 | 3 | 3,354 | 3,354 | 3 | ||||||||||||||||||
| Accrued interest receivable | 2,990 | 2,990 | 3 | 2,474 | 2,474 | 3 | ||||||||||||||||||
| Financial liabilities: | ||||||||||||||||||||||||
| Deposit liabilities | 798,409 | 799,312 | 3 | 639,581 | 645,426 | 3 | ||||||||||||||||||
| Federal Home Loan Bank advances | 40,000 | 39,533 | 3 | 62,000 | 61,565 | 3 | ||||||||||||||||||
| Federal Reserve Bank advances | 13,355 | 13,282 | 3 | 13,600 | 13,592 | 3 | ||||||||||||||||||
| Off-balance sheet financial instruments | — | — | 3 | — | — | |||||||||||||||||||
(continued)
|
|
OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY
Notes to Condensed Consolidated Financial Statements (Unaudited)
(8) Off- Balance Sheet Financial Instruments. The Company is party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments are commitments to extend credit, unused lines of credit, and standby letters of credit and may involve, to varying degrees, elements of credit and interest-rate risk in excess of the amount recognized in the condensed consolidated balance sheet. The contract amounts of these instruments reflect the extent of involvement the Company has in these financial instruments.
The Company’s exposure to credit loss in the event of non-performance by the other party to the financial instrument for commitments to extend credit is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments as it does for on-balance-sheet instruments.
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Because some of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customer’s credit worthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Company, upon extension of credit, is based on management’s credit evaluation of the counterparty.
Standby letters of credit are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party. The credit risk involved in issuing letters of credit to customers is essentially the same as that involved in extending loan facilities to customers. The Bank generally holds collateral supporting those commitments. Standby letters of credit generally have expiration dates within one year.
Commitments to extend credit, unused lines of credit, and standby letters of credit typically result in loans with a market interest rate when funded. A summary of the contractual amounts of the Company’s financial instruments with off-balance-sheet risk at March 31, 2024 follows (in thousands):
| Commitments to extend credit | $ | 9,117 | ||
| Unused lines of credit | $ | 63,691 | ||
| Standby letters of credit | $ | 4,390 |
(9) Regulatory Matters. The Bank is subject to various regulatory capital requirements administered by the bank regulatory agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company and Bank’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of its assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.
(continued)
|
|
OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY
Notes to Condensed Consolidated Financial Statements (Unaudited)
(9) Regulatory Matters, Continued.
As of March 31, 2024 and December 31, 2023, the Bank meets all capital adequacy requirements to which it is subject. The Bank’s actual capital amounts and percentages are presented in the table ($ in thousands):
Schedule of Capital Amounts, Ratios and Regulatory Thresholds
| Actual |
To Be Well Capitalized Under Prompt Corrective Action Regulations (CBLR Framework) |
|||||||||||||||
| Amount | % | Amount | % | |||||||||||||
| As of March 31, 2024: | ||||||||||||||||
| Tier 1 Capital to Total Assets | $ | 88,272 | 10.20 | % | $ | 77,912 | 9.00 | % | ||||||||
| As of December 31, 2023: | ||||||||||||||||
| Tier 1 Capital to Total Assets | $ | 74,999 | 10.00 | % | $ | 67,499 | 9.00 | % | ||||||||
(10) Series B and C Preferred Stock
Except in the event of liquidation, if the Company declares or pays a dividend or distribution on the common stock, the Company shall simultaneously declare and pay a dividend on the Series B Preferred Stock on a pro rata basis with the common stock determined on an as-converted basis assuming all shares of Series B Preferred Stock had been converted immediately prior to the record date of the applicable dividend. As of March 31, 2024 the Series B Preferred Stock is convertible into 11,113,889 shares of common stock, at the option of the Company, subject to the prior fulfilment of the following conditions: (i) such conversion shall have been approved by the holders of a majority of the outstanding common stock of the Company; and (ii) such conversion must not result in any holder of the Series B Preferred Stock and any persons with whom the holder may be acting in concert, becoming the beneficial owners of more than 9.9% of the outstanding shares of the Company’s common stock, unless the issuance, shall have been approved by all banking regulatory authorities whose approval is required for the acquisition of such shares. The number of shares issuable upon conversion is subject to adjustment based on the terms of the Series B Preferred Stock. The Series B Preferred has preferential liquidation rights over common stockholders. The liquidation price is the greater of $25,000 per share of Series B Preferred or such amount per share of Series B Preferred that would have been payable had all shares of the Series B Preferred been converted into common stock pursuant to the terms of the Series B Preferred Stock’s Certificate of Designation immediately prior to a liquidation. The Series B Preferred generally has no voting rights except as provided in the Certificate of Designation.
The Series B Preferred Stock are subdivided into three categories. The Company is authorized to issue 760 shares of Series B-1; 260 shares of Series B-2; and 500 shares of Series B-3. Each category of the Series B preferred stock has substantially the same rights, preferences, powers, restrictions and limitations, except that the initial conversion price of the Series B-1 is $2.50 per share; the initial conversion price for Series B-2 is $4.00 per share, and the initial conversion price for Series B-3 is $4.50 per share.
During the Annual Meeting of Shareholders held on June 27, 2023, the Company’s shareholders approved the issuance of up to 11,113,889 shares of common stock upon conversion of the Series B preferred stock previously issued by the Company. Any such conversion is also subject to receipt of any required regulatory approvals by appropriate state and federal bank regulatory agencies.
On March 8, 2024, the Company’s board of directors approved the issuance of up to 4,000,000 of Series C Preferred Stock. As of March 31, 2024, each share of the Series C Preferred Stock is convertible into one share of common stock, at the option of the holder, provided that upon such conversion the holder, together with all affiliates of the holder, will not own or control in the aggregate more than 9.9% of the outstanding shares of the Company’s common stock.
During the first quarter of 2024, the company issued 525,641 of Series C Preferred Stock to an unrelated party at cash price of $3.90 per share, or an aggregate of $2,049,999.
(continued)
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OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY
Notes to Condensed Consolidated Financial Statements (Unaudited)
(11) Contingencies. Various claims arise from time to time in the normal course of business. In the opinion of management, none have occurred that will have a material effect on the Company’s condensed consolidated financial statements.
(12) Borrowings.
The maturities and interest rates on the Federal Home Loan Bank (“FHLB”) and Federal Reserve Bank (“FRB”) advances were as follows (dollars in thousands)
Schedule of Maturities and Interest Rates on Federal Home Loan Bank and Federal Reserve Bank Advances
| Maturity | Interest | March 31, | December 31, | |||||||||||
| At March 31, 2024: | Year Ending | Rate | 2024 | 2023 | ||||||||||
| FRB | 2024 | 4.89 | % | $ | 13,355 | $ | 13,600 | |||||||
| FHLB | 2024 | 4.96 | % | 30,000 | 30,000 | |||||||||
| FHLB | 2024 | 5.57 | % | — | 22,000 | |||||||||
| FHLB | 2025 | 1.01 | % | 10,000 | 10,000 | |||||||||
| $ | 53,355 | $ | 75,600 | |||||||||||
At March 31, 2024, FHLB Advances are structured as advances with potential calls on a quarterly basis.
FHLB advances are collateralized by a blanket lien requiring the Company to maintain certain first mortgage loans as pledged collateral. At March 31, 2024, the Company had remaining credit availability of $158 million. At March 31, 2024, the Company had loans pledged with a carrying value of $239 million as collateral for FHLB advances.
In addition, the Bank has a line of credit with the Federal Reserve Bank which is secured by investment securities with fair value of $11.3 million as of March 31, 2024. FRB borrowings bear interest at variable rates based on the Federal Open Market Committee’s target range for the federal funds rate. Based on this collateral, the Company borrowed $13.3 million from the FRB at March 31, 2024.
(continued)
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with the condensed consolidated financial statements and notes thereto presented elsewhere in this report. For additional information, refer to the consolidated financial statements and footnotes for the year ended December 31, 2023, in the Annual Report on Form 10-K.
This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements involve known and unknown risks and uncertainties, many of which are beyond the control of the Company, including adverse changes in economic, political and market conditions, losses from the Company’s lending activities, increases in interest rates, the possible loss of key personnel, the impact of increasing competition, the impact of changes in government regulation, the possibility of liabilities arising from violations of federal and state securities laws and the impact of changes in technology in the banking industry. Although the Company believes that its forward-looking statements are based upon reasonable assumptions regarding its business and future market conditions, there can be no assurances that the Company’s actual results will not differ materially from any results expressed or implied by the Company’s forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Readers are cautioned that any forward-looking statements are not guarantees of future performance.
Strategic Plan
Our key strategic initiatives are designed to generate continued growth in earning assets, core transaction and savings deposits, treasury management fee income, and lower costs. Continued emphasis on expansion of our footprint and exploring additional lines of business are also part of our plans.
During the second quarter, we intend to limit our growth in loans and other illiquid assets. Therefore, we do not expect a material increase in our loan balances during the coming quarter. However we expect to continue our focus on originating multi-family, non-owner occupied, commercial real estate, and skilled nursing facility loans. As to deposits, we are focused on increasing our on-balance sheet liquidity by identifying deposit growth opportunities among our existing customer base and prospects throughout Florida and the United States. With respect to treasury management, our focus will remain on merchant cash advance providers and the related electronic funds transfer line of business. For this revenue source to increase further in a meaningful way, automation will be necessary in order to further improve efficiency. We are currently investing in the necessary technology to achieve this end.
Going forward, our strategic plan will be to continue to emphasize and build upon initiatives focused on strengthening internal controls, credit oversight and credit administrative processes and procedures. Moreover, management continues to identify loan growth opportunities, subject to the above caveat, that are designed to improve overall profitability without sacrificing credit quality and underwriting standards. This strategic direction is expected to be facilitated by maintaining credit administration objectives including a risk-based and comprehensive credit culture and a credit administrative infrastructure that reinforces appropriate risk management practices.
During the first quarter of 2024, the Bank commenced offering U.S. Small Business Administration (“SBA”) SBA 7A loans. SBA 7A loans are generally used to establish a new business or assist in the acquisition, operation, or expansion of an existing business. With SBA loan programs, there are set eligibility requirements and underwriting standards outlined by SBA that can change as the government alters its fiscal policy. These loans are generally secured by accounts receivable, inventory, equipment, and real estate. The Bank hired two full-time SBA staff. At March 31, 2024, SBA 7A loans amounted to $1.4 million. The Bank intends to sell the guaranteed portion of the SBA loans.
Additionally, management has implemented initiatives that have enabled us to grow our loan portfolio primarily with locally generated relationships in the non-owner occupied, multi-family and commercial real estate sectors. However, out-of-area loans and loan pool purchases will be considered as deemed appropriate and subject to proper due diligence to further increase interest income and for portfolio diversification purposes.
Capital Levels
As of March 31, 2024, the Bank is well capitalized under regulatory guidelines.
Refer to Note 9 for the Bank’s actual and required minimum capital ratios.
(continued)
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
Financial Condition at March 31, 2024 and December 31, 2023
Overview
The Company’s total assets increased by approximately $149 million to $941 million at March 31, 2024, from $791 million at December 31, 2023, primarily due to increases in loans, and cash and cash equivalents. The growth in assets was attributable to the success of the Company’s efforts to increase loans and deposits from new customers. Net loans grew by $75 million to $746 million at March 31, 2024, from $671 million at December 2023. Deposits grew by approximately $159 million to $798 million at March 31, 2024, from $640 million at December 31, 2023. Total stockholders’ equity increased by approximately $13.3 million to $83.3 million at March 31, 2024, from $70.0 million at December 31, 2023, primarily due to net earnings and proceeds from common stock sales, partially offset by changes in unrealized loss on debt securities available for sale.
The following table shows selected information for the periods ended or at the dates indicated:
| Three Months Ended | Year Ended | |||||||
| March 31, 2024 | December 31, 2023 | |||||||
| Average equity as a percentage of average assets | 8.4 | % | 10.1 | % | ||||
| Equity to total assets at end of period | 8.8 | % | 8.8 | % | ||||
| Return on average assets (1) | 1.1 | % | 1.0 | % | ||||
| Return on average equity (1) | 13.1 | % | 9.6 | % | ||||
| Noninterest expenses to average assets (1) | 2.2 | % | 2.3 | % | ||||
(1) Annualized for the three months ended March 31, 2024.
Liquidity and Sources of Funds
The Company’s sources of funds include customer deposits, advances from the Federal Home Loan Bank of Atlanta (“FHLB”), principal repayments and sales of debt securities, loan repayments, the use of Federal Funds markets, net earnings, and loans taken out at the Federal Reserve Bank discount window.
Our liquidity is derived primarily from our deposit base, scheduled amortization and prepayments of loans and investment securities, funds provided by operations, and capital. Additionally, as a commercial bank, we are expected to maintain an adequate liquidity position. The liquidity position may consist of cash on hand, cash on demand deposit with correspondent banks, federal funds sold, and unpledged marketable securities such as United States government treasury and agency securities, municipal securities, U.S. agency mortgage-backed securities, and asset-backed securities. Some of our securities are pledged to the Federal Reserve Bank. The market value of securities pledged to the Federal Reserve Bank, Term Funding Program was $11.3 million at March 31, 2024.
The Company increased deposits by approximately $159 million during the three-month period ended March 31, 2024. The proceeds were used to originate new loans.
(continued)
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
In addition to obtaining funds from depositors, the Company may borrow funds from other financial institutions. At March 31, 2024, the Company had outstanding borrowings of $40 million, against its $198 million in established borrowing capacity with the FHLB. The Company’s borrowing facility is subject to collateral and stock ownership requirements, as well as prior FHLB consent to each advance. The Company also has a $13.3 million advance with the Federal Reserve that matures in January 2025. At March 31, 2024, the Company also had available lines of credit amounting to $29.5 million with six correspondent banks to purchase federal funds. Disbursements on the lines of credit are subject to the approval of the correspondent banks. We measure and monitor our liquidity daily and believe our liquidity sources are adequate to meet our operating needs.
Off-Balance Sheet Arrangements
Refer to Note 8 in the condensed consolidated financial statements for Off-Balance Sheet Arrangements.
Results of Operations
The following table sets forth, for the periods indicated, information regarding (i) the total dollar amount of interest and dividend income of the Company from interest-earning assets and the resultant average yields; (ii) the total dollar amount of interest expense on interest-bearing liabilities and the resultant average cost; (iii) net interest income; (iv) interest-rate spread; (v) net interest margin; and (vi) the ratio of average interest-earning assets to average interest-bearing liabilities.
| Three Months Ended March 31, | ||||||||||||||||||||||||
| 2024 | 2023 | |||||||||||||||||||||||
| Interest | Average | Interest | Average | |||||||||||||||||||||
| Average | and | Yield/ | Average | and | Yield/ | |||||||||||||||||||
| (dollars in thousands) | Balance | Dividends | Rate(5) | Balance | Dividends | Rate(5) | ||||||||||||||||||
| Interest-earning assets: | ||||||||||||||||||||||||
| Loans | $ | 706,678 | $ | 11,836 | 6.70 | % | $ | 492,658 | $ | 6,589 | 5.35 | % | ||||||||||||
| Securities | 24,166 | 170 | 2.81 | % | 25,876 | 178 | 2.75 | % | ||||||||||||||||
| Other (1) | 106,395 | 1,459 | 5.49 | % | 61,050 | 749 | 4.90 | % | ||||||||||||||||
| Total interest-earning assets/interest income | 837,239 | 13,465 | 6.43 | % | 579,584 | 7,516 | 5.19 | % | ||||||||||||||||
| Cash and due from banks | 15,151 | 16,949 | ||||||||||||||||||||||
| Premises and equipment | 1,474 | 989 | ||||||||||||||||||||||
| Other | 5,454 | 4,974 | ||||||||||||||||||||||
| Total assets | $ | 859,318 | $ | 602,496 | ||||||||||||||||||||
| Interest-bearing liabilities: | ||||||||||||||||||||||||
| Savings, NOW and money-market deposits | $ | 318,987 | 2,356 | 2.95 | % | $ | 121,779 | 271 | 0.89 | % | ||||||||||||||
| Time deposits | 201,257 | 2,721 | 5.41 | % | 238,537 | 2,161 | 3.62 | % | ||||||||||||||||
| Borrowings (2) | 58,541 | 637 | 4.35 | % | 10,167 | 25 | 0.98 | % | ||||||||||||||||
| Total interest-bearing liabilities/interest expense | 578,785 | 5,714 | 3.95 | % | 370,483 | 2,457 | 2.65 | % | ||||||||||||||||
| Noninterest-bearing demand deposits | 202,801 | 165,081 | ||||||||||||||||||||||
| Other liabilities | 5,422 | 3,307 | ||||||||||||||||||||||
| Stockholders’ equity | 72,310 | 63,625 | ||||||||||||||||||||||
| Total liabilities and stockholders’ equity | $ | 859,318 | $ | 602,496 | ||||||||||||||||||||
| Net interest income | $ | 7,751 | $ | 5,059 | ||||||||||||||||||||
| Interest rate spread (3) | 2.48 | % | 2.54 | % | ||||||||||||||||||||
| Net interest margin (4) | 3.70 | % | 3.49 | % | ||||||||||||||||||||
| Ratio of average interest-earning assets to average interest-bearing liabilities | 1.45 | 1.56 | ||||||||||||||||||||||
| (1) | Includes interest-earning deposits with banks and Federal Home Loan Bank stock dividends. |
| (2) | Includes Federal Home Loan Bank advances and Federal Reserve Bank advances. |
| (3) | Interest-rate spread represents the difference between the average yield on interest-earning assets and the average cost of interest-bearing liabilities. |
| (4) | Net interest margin is net interest income divided by average interest-earning assets. |
| (5) | Annualized. |
(continued)
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
Comparison of the Three-Month Periods Ended March 31, 2024, and 2023
| Three Months Ended | Increase / | |||||||||||||||
| March 31, | (Decrease) | |||||||||||||||
| (dollars in thousands, except per share amounts) | 2024 | 2023 | Amount | Percentage | ||||||||||||
| Total interest income | $ | 13,465 | $ | 7,516 | $ | 5,949 | 79 | % | ||||||||
| Total interest expense | 5,714 | 2,457 | 3,257 | 133 | % | |||||||||||
| Net interest income | 7,751 | 5,059 | 2,692 | 53 | % | |||||||||||
| Credit loss expense | 1,057 | 820 | 237 | 29 | % | |||||||||||
| Net interest income after provision for loan losses | 6,694 | 4,239 | 2,455 | 58 | % | |||||||||||
| Total noninterest income | 1,239 | 729 | 510 | 70 | % | |||||||||||
| Total noninterest expenses | 4,709 | 3,422 | 1,287 | 38 | % | |||||||||||
| Net earnings before income taxes | 3,224 | 1,546 | 1,678 | 109 | % | |||||||||||
| Income taxes | 847 | 393 | 454 | 116 | % | |||||||||||
| Net earnings | $ | 2,377 | $ | 1,153 | 1,224 | 106 | % | |||||||||
| Net earnings per share - Basic | $ | .31 | $ | .16 | ||||||||||||
| Net earnings per share - Diluted | $ | .31 | $ | .16 | ||||||||||||
Net earnings. Net earnings for the three months ended March 31, 2024, were $2.4 million or $.31 per basic and diluted share compared to net earnings of $1.2 million or $.16 per basic and diluted share for the three months ended March 31, 2023. The increase in net earnings during the three months ended March 31, 2024 compared to three months ended March 31, 2023 is primarily attributed to an increase in net interest income and non-interest income, partially offset by the increase in non-interest expense.
Interest income. Interest income increased $5.9 million to $13.5 million for the three months ended March 31, 2024 compared to the three months ended March 31, 2023 due primarily to growth in the loan portfolio and increases in yields on interest earning assets.
Interest expense. Interest expense increased $3.3 million to $5.7 million for the three months ended March 31, 2024, compared to the three months ended March 31, 2023, primarily due to an increase in deposit rates and changes in the composition of deposits and increase in the average balances.
Credit loss expense. Expected credit loss expense increased $237,000 to $1 million for the three months ended March 31, 2024, compared to the three months ended March 31, 2023, respectively. The expected credit loss expense is charged to earnings as losses are expected to have occurred in order to bring the total allowance for credit losses to a level deemed appropriate by management to absorb losses expected. Management’s periodic evaluation of the adequacy of the allowance for credit losses is based upon historical experience, the volume and type of lending conducted by the Company, adverse situations that may affect the borrower’s ability to repay, estimated value of the underlying collateral, general economic conditions, particularly as they relate to our market areas, and other factors related to the estimated collectability of our loan portfolio. The allowance for credit losses totaled $8.3 million or 1.10% of loans outstanding at March 31, 2024, compared to $7.6 million or 1.13% of loans outstanding at December 31, 2023. The increase in the credit loss expense during the first quarter of 2024 was primarily due to loan volume growth and the evaluation of the other factors noted above. During the three-months ended March 31, 2024, the net charge off amounting to $534,000 resulted from consumer lending.
Noninterest income. Total noninterest income increased to $1.2 million for the three months ended March 31, 2024, from $729,000 for the three months ended March 31, 2023, due to increased wire transfer and ACH fees during first quarter of 2024.
Noninterest expenses. Total noninterest expenses increased to $4.7 million for the three months ended March 31, 2024, compared to $3.4 million for the three months ended March 31, 2023, primarily due to employee compensation and benefits, and data processing.
Item 3. Quantitative and Qualitative Disclosures about Market Risks
Not applicable.
Item 4. Controls and Procedures
The Company’s management evaluated the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report, and based on this evaluation, the Principal Executive Officer and Principal Financial Officer concluded that these disclosure controls and procedures are effective.
There have been no significant changes in the Company’s internal control over financial reporting during the quarter ended March 31, 2024, that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
We are not currently a party to any material legal proceedings.
Item 1A. Risk Factors.
Not applicable.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
During the first three months of 2024, the Company issued 2,311,552 shares of its common stock in a private placement transaction to nine accredited investors at a price ranging from $3.90 to $4.25 per share. None of these investors was an officer, director or affiliate of the Company. The Company issued these shares in reliance on Section 4(a)(2) of the Securities Act as a transaction by an issuer not involving a public offering.
During the first quarter of 2024, the Company issued a total of 525,641 shares of Series C preferred stock to a non-related party for a purchase price of $2,049,999. The issuance of the shares was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933 as a transaction by an issuer not involving a public offering. The Company used the proceeds to make capital contributions to the Bank in order to augment the Bank’s regulatory capital ratios.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
The disclosure contained under Part II, Item 2 is incorporated herein by reference.
Item 6. Exhibits
The exhibits listed in the Exhibit Index following the signature page are filed or furnished with or incorporated by reference into this report.
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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.
| OPTIMUMBANK HOLDINGS, INC. | ||
| (Registrant) | ||
| Date: May 13, 2024 | By: | /s/ Timothy Terry |
| Timothy Terry | ||
| Principal Executive Officer | ||
| By: | /s/ Joel Klein | |
| Joel Klein | ||
| Principal Financial Officer | ||
|
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EXHIBIT INDEX
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EXHIBIT 31.1
CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER
REQUIRED BY RULE 13A-14(A)/15D-14(A)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
I certify that:
| 1. | I have reviewed this report on Form 10-Q of OptimumBank Holdings, Inc. (the “Company”); |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have: |
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiary, is made known to us by others within that entity, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the Audit Committee of the Company’s Board of Directors: |
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| /s/ Timothy Terry | |
| Timothy Terry | |
| Principal Executive Officer | |
| Date: May 13, 2024 |
EXHIBIT 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
REQUIRED BY RULE 13A-14(A)/15D-14(A)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
I certify that:
| 1. | I have reviewed this report on Form 10-Q of OptimumBank Holdings, Inc. (the “Company”); |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, nor misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have: |
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiary, is made known to us by others within that entity, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the Audit Committee of the Company’s Board of Directors: |
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| /s/ Joel Klein | |
| Joel Klein | |
| Principal Financial Officer | |
| Date: May 13, 2024 |
EXHIBIT 32.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADDED BY
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of OptimumBank Holdings, Inc. (the “Company”) on Form 10-Q for the three months ended March 31, 2024, as filed with the Securities and Exchange Commission (the “Report”), I, as the Principal Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as added by § 906 of the Sarbanes-Oxley Act of 2002, that:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | |
| 2. | To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report. |
| /s/ Timothy Terry | |
| Timothy Terry | |
| Principal Executive Officer | |
| Date: May 13, 2024 |
EXHIBIT 32.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADDED BY
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of OptimumBank Holdings, Inc. (the “Company”) on Form 10-Q for the three months ended March 31, 2024, as filed with the Securities and Exchange Commission (the “Report”), I, as the Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as added by § 906 of the Sarbanes-Oxley Act of 2002, that:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | |
| 2. | To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report. |
| /s/ Joel Klein | |
| Joel Klein | |
| Principal Financial Officer | |
| Date: May 13, 2024 |