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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
|
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the quarterly period ended
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:
(Exact name of registrant as specified in its charter)
|
|
|
|
|
(State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) |
(Address of principal executive offices, Zip Code)
(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 | ||
|
|
|
|
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.
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).
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 ☐ | |
|
|
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: shares of common stock, $ par value, issued and outstanding as of May 12, 2025.
OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY
INDEX
| i |
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, 2025 | December 31, 2024 | |||||||
| (Unaudited) | (Audited) | |||||||
| Assets: | ||||||||
| Cash and due from banks | $ |
|
$ |
|
||||
| Interest-bearing deposits with banks |
|
|
||||||
| Total cash and cash equivalents |
|
|
||||||
| Debt securities available for sale |
|
|
||||||
|
Debt securities held-to-maturity (fair value of $
|
|
|
||||||
|
Loans, net of allowance for credit losses of $
|
|
|
||||||
| Federal Home Loan Bank stock |
|
|
||||||
| Premises and equipment, net |
|
|
||||||
| Right-of-use lease assets |
|
|
||||||
| Accrued interest receivable |
|
|
||||||
| Deferred tax asset |
|
|
||||||
| Other assets |
|
|
||||||
| Total assets | $ |
|
$ |
|
||||
| Liabilities and Stockholders’ Equity: | ||||||||
| Liabilities: | ||||||||
| Noninterest-bearing demand deposits | $ |
|
$ |
|
||||
| Savings, NOW and money-market deposits |
|
|
||||||
| Time deposits |
|
|
||||||
| Total deposits |
|
|
||||||
| Federal Home Loan Bank advances |
|
|
||||||
| Operating lease liabilities |
|
|
||||||
| Other liabilities |
|
|
||||||
| Total liabilities |
|
|
||||||
| Commitments and contingencies (Notes 8 and 11) | ||||||||
| Stockholders’ equity: | ||||||||
|
Preferred stock,
|
||||||||
|
Series B Convertible Preferred,
|
||||||||
|
Series C Convertible Preferred,
|
||||||||
| Common stock, $ par value; shares authorized, and shares issued and outstanding |
|
|
||||||
| Additional paid-in capital |
|
|
||||||
| Retained earnings (accumulated deficit) |
|
(
|
) | |||||
| Accumulated other comprehensive loss |
(
|
) |
(
|
) | ||||
| Total stockholders’ equity |
|
|
||||||
| Total liabilities and stockholders’ equity | $ |
|
$ |
|
||||
See accompanying notes to condensed consolidated financial statements.
| 1 |
OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY
Condensed Consolidated Statements of Earnings (Unaudited)
(Dollars in thousands, except per share amounts)
| Three Months Ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| Interest income: | ||||||||
| Loans | $ |
|
$ |
|
||||
| Debt securities |
|
|
||||||
| Other |
|
|
||||||
| Total interest income |
|
|
||||||
| Interest expense: | ||||||||
| Deposits |
|
|
||||||
| Borrowings |
|
|
||||||
| Total interest expense |
|
|
||||||
| Net interest income |
|
|
||||||
| Credit loss (reversal) expense |
(
|
) |
|
|||||
| Net interest income after credit loss (reversal) expense |
|
|
||||||
| Noninterest income: | ||||||||
| Service charges and fees |
|
|
||||||
| Other |
|
|
||||||
| Total noninterest income |
|
|
||||||
| Noninterest expenses: | ||||||||
| Salaries and employee benefits |
|
|
||||||
| Professional fees |
|
|
||||||
| Occupancy and equipment |
|
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||||||
| Data processing |
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|
||||||
| Regulatory assessment |
|
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||||||
| Other |
|
|
||||||
| Total noninterest expenses |
|
|
||||||
| Net earnings before income taxes |
|
|
||||||
| Income taxes |
|
|
||||||
| Net earnings | $ |
|
$ |
|
||||
| Net earnings per share - Basic | $ |
|
$ |
|
||||
| Net earnings per share - Diluted | $ |
|
$ |
|
||||
See accompanying notes to condensed consolidated financial statements.
| 2 |
OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY
Condensed Consolidated Statements of Comprehensive Income (Unaudited)
(Dollars in thousands)
| Three Months Ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| Net earnings | $ |
|
$ |
|
||||
| Other comprehensive income (loss): | ||||||||
| Change in unrealized gain (loss) on debt securities: | ||||||||
| Unrealized gain (loss) arising during the period |
|
(
|
) | |||||
| Amortization of unrealized loss on debt securities transferred to held-to-maturity |
(
|
) | ||||||
| Other comprehensive income (loss) before income taxes |
|
(
|
) | |||||
| Deferred income tax (expense) benefit |
(
|
) |
|
|||||
| Total other comprehensive income (loss) |
|
(
|
) | |||||
| Comprehensive income | $ |
|
$ |
|
||||
See accompanying notes to condensed consolidated financial statements.
| 3 |
OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY
Condensed Consolidated Statements of Stockholders’ Equity
Three Months Ended March 31, 2025 and 2024
(Dollars in thousands, except share amounts)
| (Accumulated | Accumulated | |||||||||||||||||||||||||||||||||||||||
| Preferred Stock | Additional | Deficit) | Other | |||||||||||||||||||||||||||||||||||||
| Series B | Series C | Common Stock | Paid-In | Retained | Comprehensive | Stockholders’ | ||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | earnings | Loss | Equity | |||||||||||||||||||||||||||||||
| Balance at December 31, 2023 (audited) |
|
$ | $ |
|
$ |
|
$ |
|
$ |
(
|
) | $ |
(
|
) | $ |
|
||||||||||||||||||||||||
|
Proceeds from sale of preferred stock (net of offering costs of $
|
- |
|
- |
|
|
|||||||||||||||||||||||||||||||||||
|
Proceeds from sale of common stock (net of offering costs of $
|
- | - |
|
|
|
|
||||||||||||||||||||||||||||||||||
| Stock-based compensation (unaudited) | - | - |
|
|
|
|
||||||||||||||||||||||||||||||||||
| Net change in unrealized loss on debt securities available for sale (unaudited) | - | - | - |
(
|
) |
(
|
) | |||||||||||||||||||||||||||||||||
| Net earnings (unaudited) | - | - | - |
|
|
|||||||||||||||||||||||||||||||||||
| Balance at March 31, 2024 (unaudited) |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
(
|
) | $ |
(
|
) | $ |
|
|||||||||||||||||||||||
| Balance at December 31, 2024 (audited) |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
(
|
) | $ |
(
|
) | $ |
|
|||||||||||||||||||||||
|
Proceeds from sale of common stock (net of offering costs of $
|
- | - |
|
|
|
|
||||||||||||||||||||||||||||||||||
| Stock-based compensation (unaudited) | - | - |
|
|
|
|
||||||||||||||||||||||||||||||||||
| Net change in unrealized gain on debt securities available for sale (unaudited) | - | - | - |
|
|
|||||||||||||||||||||||||||||||||||
| Amortization of unrealized loss on debt securities transferred to held-to-maturity (unaudited) | - | - | - |
(
|
) |
(
|
) | |||||||||||||||||||||||||||||||||
| Net earnings (unaudited) | - | - | - |
|
|
|||||||||||||||||||||||||||||||||||
| Balance at March 31, 2025 (unaudited) |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
(
|
) | $ |
|
||||||||||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
| 4 |
OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY
Condensed Consolidated Statements of Cash Flows (Unaudited)
(Dollars in thousands)
| Three Months Ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| Cash flows from operating activities: | ||||||||
| Net earnings | $ |
|
$ |
|
||||
| Adjustments to reconcile net earnings to net cash provided by operating activities: | ||||||||
| Credit loss (reversal) expense |
(
|
) |
|
|||||
| Depreciation and amortization |
|
|
||||||
| Deferred income tax expense (benefit) |
|
(
|
) | |||||
| Net amortization (accretion) of fees, premiums and discounts |
|
(
|
) | |||||
| Stock-based compensation expense |
|
|
||||||
| Decrease (increase) in accrued interest receivable |
|
(
|
) | |||||
| Amortization of right-of-use lease assets |
|
|
||||||
| Net decrease in operating lease liabilities |
(
|
) |
(
|
) | ||||
| Increase in other assets |
(
|
) |
(
|
) | ||||
| Decrease in other liabilities |
(
|
) |
(
|
) | ||||
| Net cash provided by operating activities |
|
|
||||||
| Cash flows from investing activities: | ||||||||
| Principal repayments of debt securities available for sale |
|
|
||||||
| Principal repayments of debt securities held-to-maturity |
|
|
||||||
| Net decrease (increase) in loans |
|
(
|
) | |||||
| Purchases of premises and equipment |
(
|
) |
(
|
) | ||||
| Redemption of FHLB stock |
|
|
||||||
| Net cash provided by (used in) investing activities |
|
(
|
) | |||||
| Cash flows from financing activities: | ||||||||
| Net increase in deposits |
|
|
||||||
| Net decrease in FHLB advances |
(
|
) |
(
|
) | ||||
| Net decrease in FRB advances |
(
|
) | ||||||
|
Proceeds from sale of preferred stock (net of offering costs of $
|
|
|||||||
|
Proceeds from sale of common stock (net of offering costs of $
|
|
|
||||||
| Net cash provided by financing activities |
|
|
||||||
| Net increase in cash and cash equivalents |
|
|
||||||
| Cash and cash equivalents at beginning of the period |
|
|
||||||
| Cash and cash equivalents at end of the period | $ |
|
$ |
|
||||
| Supplemental disclosure of cash flow information: | ||||||||
| Cash paid during the period for: | ||||||||
| Interest | $ |
|
$ |
|
||||
| Income taxes | $ |
|
$ |
|
||||
| Noncash transactions: | ||||||||
| Change in accumulated other comprehensive loss, net change in unrealized gain (loss) on debt securities available for sale, net of income taxes | $ |
|
$ |
(
|
) | |||
| Amortization of unrealized loss on debt securities transferred to held-to-maturity | $ |
(
|
) | $ | ||||
See accompanying notes to condensed consolidated financial statements.
| 5 |
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 three banking offices located in Broward County and Miami-Dade, 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, 2025, and the results of operations and cash flows for the three month periods ended March 31, 2025 and 2024. All significant intercompany accounts and transactions have been eliminated in consolidation. The results of operations for the three months ended March 31, 2025, are not necessarily indicative of the results to be expected for the full year of 2025.
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 (Dollars in thousands):
| March 31, 2025 | December 31, 2024 | |||||||
| Unrealized loss on debt securities available for sale | $ |
(
|
) | $ |
(
|
) | ||
| Unamortized portion of unrealized loss related to debt securities available for sale transferred to securities held-to-maturity |
(
|
) |
(
|
) | ||||
| Income tax benefit |
|
|
||||||
| Accumulated other comprehensive loss | $ |
(
|
) | $ |
(
|
) | ||
Recent Accounting Standards
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, “Improvements to Income Tax Disclosures.” ASU 2023-09 requires disclosure of specific categories in the income tax rate reconciliation and requires additional information for reconciling items that meet a quantitative threshold. The standard requires an annual disclosure of income taxes paid, net of refunds received, disaggregated by federal, state and foreign taxes and to disaggregate the information by jurisdiction based on a quantitative threshold. The standard is effective for fiscal years beginning after December 15, 2024. The adoption of this standard did not have a material impact on the Company’s disclosures.
In November 2024, the FASB issued ASU 2024-03, “Expense Disaggregation Disclosures.” ASU 2024-03 requires disclosure to disaggregate prescribed expenses within relevant income statement captions. The standard is effective for fiscal years beginning after December 15, 2026 and for interim periods after December 15, 2027. Early adoption is permitted. The Company is evaluating the impact of the changes to its existing disclosures.
(continued)
| 6 |
OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY
Notes to Condensed Consolidated Financial Statements (Unaudited)
(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 (Dollars in thousands):
| Gross | Gross | |||||||||||||||
| Amortized | Unrealized | Unrealized | Fair | |||||||||||||
| Cost | Gains | Losses | Value | |||||||||||||
| At March 31, 2025: | ||||||||||||||||
| Available for sale: | ||||||||||||||||
| SBA Pool Securities | $ |
|
$ | $ |
(
|
) | $ |
|
||||||||
| Collateralized mortgage obligations |
|
(
|
) |
|
||||||||||||
| Taxable municipal securities |
|
(
|
) |
|
||||||||||||
| Mortgage-backed securities |
|
(
|
) |
|
||||||||||||
| Total | $ |
|
$ | $ |
(
|
) | $ |
|
||||||||
| Held-to-maturity: | ||||||||||||||||
| Collateralized mortgage obligations | $ |
|
$ |
(
|
) | $ |
|
|||||||||
| Total | $ |
|
$ |
(
|
) | $ |
|
|||||||||
| Gross | Gross | |||||||||||||||
| Amortized | Unrealized | Unrealized | Fair | |||||||||||||
| Cost | Gains | Losses | Value | |||||||||||||
| At December 31, 2024: | ||||||||||||||||
| Available for sale: | ||||||||||||||||
| SBA Pool Securities | $ |
|
$ | $ |
(
|
) | $ |
|
||||||||
| Collateralized mortgage obligations |
|
(
|
) |
|
||||||||||||
| Taxable municipal securities |
|
(
|
) |
|
||||||||||||
| Mortgage-backed securities |
|
(
|
) |
|
||||||||||||
| Total | $ |
|
$ | $ |
(
|
) | $ |
|
||||||||
| Held-to-maturity: | ||||||||||||||||
| Collateralized mortgage obligations | $ |
|
$ |
(
|
) | $ |
|
|||||||||
| Total | $ |
|
$ |
(
|
) | $ |
|
|||||||||
As
of March 31, 2025, debt securities with a fair value of $
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 (Dollars in thousands):
| Over Twelve Months | Less Than Twelve Months | |||||||||||||||
| Gross | Gross | |||||||||||||||
| Unrealized | Fair | Unrealized | Fair | |||||||||||||
| Losses | Value | Losses | Value | |||||||||||||
| At March 31, 2025: | ||||||||||||||||
| Available for Sale: | ||||||||||||||||
| SBA Pool Securities | $ |
(
|
) | $ |
|
$ | $ | |||||||||
| Collateralized mortgage obligation |
(
|
) |
|
|||||||||||||
| Taxable municipal securities |
(
|
) |
|
|||||||||||||
| Mortgage-backed securities |
(
|
) |
|
|||||||||||||
| Total | $ |
(
|
) | $ |
|
$ | $ | |||||||||
(continued)
| 7 |
OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY
Notes to Condensed Consolidated Financial Statements (Unaudited)
(2) Debt Securities, Continued.
| Over Twelve Months | Less Than Twelve Months | |||||||||||||||
| Gross | Gross | |||||||||||||||
| Unrealized | Fair | Unrealized | Fair | |||||||||||||
| Losses | Value | Losses | Value | |||||||||||||
| At December 31, 2024: | ||||||||||||||||
| Available for Sale: | ||||||||||||||||
| SBA Pool Securities | $ |
(
|
) | $ |
|
$ | $ | |||||||||
| Collateralized mortgage obligation |
(
|
) |
|
|||||||||||||
| Taxable municipal securities |
(
|
) |
|
|||||||||||||
| Mortgage-backed securities |
(
|
) |
|
|||||||||||||
| Total | $ |
(
|
) | $ |
|
$ | $ | |||||||||
At
March 31, 2025 and December 31, 2024, the unrealized losses on
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, 2025 and December 31, 2024 all municipal securities were rated as investment grade. All debt securities in an unrealized loss position as of March 31, 2025 and December 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 (Dollars in thousands):
| March 31, 2025 | December 31, 2024 | |||||||
| Residential real estate | $ |
|
$ |
|
||||
| Multi-family real estate |
|
|
||||||
| Commercial real estate |
|
|
||||||
| Land and construction |
|
|
||||||
| Commercial |
|
|
||||||
| Consumer |
|
|
||||||
| Total loans |
|
|
||||||
| Deduct: | ||||||||
| Net deferred loan fees and costs |
(
|
) |
(
|
) | ||||
| Allowance for credit losses |
(
|
) |
(
|
) | ||||
| Loans, net | $ |
|
$ |
|
||||
(continued)
| 8 |
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 (Dollars in thousands):
| Residential Real Estate | Multi-Family Real Estate | Commercial Real Estate | Land and Construction | Commercial | Consumer | Total | ||||||||||||||||||||||
| Three Months Ended March 31, 2025: | ||||||||||||||||||||||||||||
| Beginning balance (December 31, 2024) | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||||||||
| Credit loss (reversal) expense |
(
|
) |
|
(
|
) |
|
(
|
) |
(
|
) |
(
|
) | ||||||||||||||||
| Charge-offs |
(
|
) |
(
|
) | ||||||||||||||||||||||||
| Recoveries |
|
|
||||||||||||||||||||||||||
| Ending balance (March 31, 2025) | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||||||||
During
the period ended March 31, 2025, the company recognized $
| Residential Real Estate | Multi-Family Real Estate | Commercial Real Estate | Land and Construction | Commercial | Consumer | Total | ||||||||||||||||||||||
| Three Months Ended March 31, 2024: | ||||||||||||||||||||||||||||
| Beginning balance (December 31, 2023) | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||||||||
| Credit loss (reversal) expense |
(
|
) |
(
|
) |
|
|
(
|
) |
|
|
||||||||||||||||||
| Charge-offs |
(
|
) |
(
|
) |
(
|
) | ||||||||||||||||||||||
| Recoveries |
|
|
||||||||||||||||||||||||||
| Ending balance (March 31, 2024) | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||||||||
During
the period ended March 31, 2024, the Company recognized $
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:
(continued)
| 9 |
OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY
Notes to Condensed Consolidated Financial Statements (Unaudited)
(3) Loans, Continued.
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)
| 10 |
OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY
Notes to Condensed Consolidated Financial Statements (Unaudited)
(3) Loans, Continued. Age analysis of past-due loans is as follows (Dollars in thousands):
| Accruing Loans | ||||||||||||||||||||||||||||
|
30-59 Days Past Due |
60-89 Days Past Due |
Greater Than 90 Days Past Due |
Total Past Due |
Current |
Nonaccrual Loans |
Total Loans |
||||||||||||||||||||||
| At March 31, 2025: | ||||||||||||||||||||||||||||
| Residential real estate | $ | $ | $ | $ | $ |
|
$ | $ |
|
|||||||||||||||||||
| Multi-family real estate |
|
|
||||||||||||||||||||||||||
| Commercial real estate |
|
|
||||||||||||||||||||||||||
| Land and construction |
|
|
|
|||||||||||||||||||||||||
| Commercial |
|
|
|
|||||||||||||||||||||||||
| Consumer |
|
|
|
|
|
|
||||||||||||||||||||||
| Total | $ |
|
$ |
|
$ | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
|
30-59 Days Past Due |
60-89 Days Past Due |
Greater Than 90 Days Past Due |
Total Past Due |
Current |
Nonaccrual Loans |
Total Loans |
||||||||||||||||||||||
| At December 31, 2024: | ||||||||||||||||||||||||||||
| Residential real estate | $ | $ | $ | $ | $ |
|
$ | $ |
|
|||||||||||||||||||
| Multi-family real estate |
|
|
||||||||||||||||||||||||||
| Commercial real estate |
|
|
||||||||||||||||||||||||||
| Land and construction |
|
|
|
|||||||||||||||||||||||||
| Commercial |
|
|
|
|||||||||||||||||||||||||
| Consumer |
|
|
|
|
|
|
||||||||||||||||||||||
| Total | $ |
|
$ |
|
$ | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
The Company has not made any modifications of loans to borrowers experiencing financial difficulties during the three months ended March 31, 2025 and 2024.
(continued)
| 11 |
OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY
Notes to Condensed Consolidated Financial Statements (Unaudited)
(3) Loans, Continued.
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)
| 12 |
OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY
Notes to Condensed Consolidated Financial Statements (Unaudited)
(3) Loans, Continued.
| (Dollars in thousands) | Term Loans | Revolving loans | Revolving loans Converted to term | |||||||||||||||||||||||||||||||||
| Amortized Cost Basis by Origination Year | (Amortized | (Amortized | ||||||||||||||||||||||||||||||||||
| Construction and land real estate |
March 31, 2025 |
2024 | 2023 | 2022 | 2021 | Prior |
Cost Basis) |
Cost Basis) |
Total | |||||||||||||||||||||||||||
| Pass | $ | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ | $ | $ |
|
|||||||||||||||||||||
| OLEM (Other Loans Especially Mentioned) | ||||||||||||||||||||||||||||||||||||
| Substandard |
|
|
||||||||||||||||||||||||||||||||||
| Doubtful | ||||||||||||||||||||||||||||||||||||
| Loss | ||||||||||||||||||||||||||||||||||||
| Subtotal loans | $ | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ | $ | $ |
|
|||||||||||||||||||||
| Current period Gross write-offs | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Residential real estate | ||||||||||||||||||||||||||||||||||||
| Pass | $ | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ | $ |
|
||||||||||||||||||||
| OLEM (Other Loans Especially Mentioned) |
|
|
||||||||||||||||||||||||||||||||||
| Substandard |
|
|
|
|||||||||||||||||||||||||||||||||
| Doubtful | ||||||||||||||||||||||||||||||||||||
| Loss | ||||||||||||||||||||||||||||||||||||
| Subtotal loans | $ | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ | $ |
|
||||||||||||||||||||
| Multi-family real estate | ||||||||||||||||||||||||||||||||||||
| Pass | $ | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ | $ | $ |
|
|||||||||||||||||||||
| OLEM (Other Loans Especially Mentioned) |
|
|
|
|||||||||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||||||||||||
| Doubtful | ||||||||||||||||||||||||||||||||||||
| Loss | ||||||||||||||||||||||||||||||||||||
| Subtotal loans | $ | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ | $ | $ |
|
|||||||||||||||||||||
| Current period Gross write-offs | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Commercial real estate (CRE) | ||||||||||||||||||||||||||||||||||||
| Pass | $ | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ | $ | $ |
|
|||||||||||||||||||||
| OLEM (Other Loans Especially Mentioned) |
|
|
|
|||||||||||||||||||||||||||||||||
| Substandard |
|
|
||||||||||||||||||||||||||||||||||
| Doubtful | ||||||||||||||||||||||||||||||||||||
| Loss | ||||||||||||||||||||||||||||||||||||
| Subtotal loans | $ | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ | $ | $ |
|
|||||||||||||||||||||
| Current period Gross write-offs | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Commercial business loans | ||||||||||||||||||||||||||||||||||||
| Pass | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ | $ | $ |
|
||||||||||||||||||||
| OLEM (Other Loans Especially Mentioned) |
|
|
|
|||||||||||||||||||||||||||||||||
| Substandard |
|
|
||||||||||||||||||||||||||||||||||
| Doubtful | ||||||||||||||||||||||||||||||||||||
| Loss | ||||||||||||||||||||||||||||||||||||
| Subtotal loans | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ | $ | $ |
|
||||||||||||||||||||
| Current period Gross write-offs | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Consumer | ||||||||||||||||||||||||||||||||||||
| Pass | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ | $ |
|
|||||||||||||||||||
| OLEM (Other Loans Especially Mentioned) | ||||||||||||||||||||||||||||||||||||
| Substandard |
|
|
||||||||||||||||||||||||||||||||||
| Doubtful | ||||||||||||||||||||||||||||||||||||
| Loss | ||||||||||||||||||||||||||||||||||||
| Subtotal loans | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ | $ |
|
|||||||||||||||||||
| Current period Gross write-offs | $ | $ | $ |
(
|
) | $ |
(
|
) | $ |
(
|
) | $ | $ | $ | $ |
(
|
) | |||||||||||||||||||
(continued)
| 13 |
OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY
Notes to Condensed Consolidated Financial Statements (Unaudited)
(3) Loans, Continued.
| (Dollars in thousands) | Term Loans | Revolving Loans | Revolving Loans Converted to Term Loans | |||||||||||||||||||||||||||||||||
| Amortized Cost Basis by Origination Year | (Amortized | (Amortized | ||||||||||||||||||||||||||||||||||
| Land and Construction | 2024 | 2023 | 2022 | 2021 | 2020 | Prior | Cost Basis) | Cost Basis) | Total | |||||||||||||||||||||||||||
| Pass | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ | $ | $ |
|
||||||||||||||||||||
| OLEM (Other Loans Especially Mentioned) | ||||||||||||||||||||||||||||||||||||
| Substandard |
|
|
||||||||||||||||||||||||||||||||||
| Doubtful | ||||||||||||||||||||||||||||||||||||
| Loss | ||||||||||||||||||||||||||||||||||||
| Subtotal loans | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ | $ | $ |
|
||||||||||||||||||||
| Current period Gross write-offs | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Residential real estate | ||||||||||||||||||||||||||||||||||||
| Pass | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ | $ |
|
|||||||||||||||||||
| OLEM (Other Loans Especially Mentioned) |
|
|
||||||||||||||||||||||||||||||||||
| Substandard |
|
|
|
|||||||||||||||||||||||||||||||||
| Doubtful | ||||||||||||||||||||||||||||||||||||
| Loss | ||||||||||||||||||||||||||||||||||||
| Subtotal loans | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ | $ |
|
|||||||||||||||||||
| Current period Gross write-offs | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Multi-family real estate | ||||||||||||||||||||||||||||||||||||
| Pass | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ | $ | $ |
|
||||||||||||||||||||
| OLEM (Other Loans Especially Mentioned) | ||||||||||||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||||||||||||
| Doubtful | ||||||||||||||||||||||||||||||||||||
| Loss | ||||||||||||||||||||||||||||||||||||
| Subtotal loans | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ | $ | $ |
|
||||||||||||||||||||
| Current period Gross write-offs | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Commercial real estate (CRE) | ||||||||||||||||||||||||||||||||||||
| Pass | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ | $ | $ |
|
||||||||||||||||||||
| OLEM (Other Loans Especially Mentioned) |
|
|
|
|
|
|||||||||||||||||||||||||||||||
| Substandard |
|
|
||||||||||||||||||||||||||||||||||
| Doubtful | ||||||||||||||||||||||||||||||||||||
| Loss | ||||||||||||||||||||||||||||||||||||
| Subtotal loans | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ | $ | $ |
|
||||||||||||||||||||
| Current period Gross write-offs | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Commercial loans | ||||||||||||||||||||||||||||||||||||
| Pass | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ | $ | $ | $ |
|
|||||||||||||||||||||
| OLEM (Other Loans Especially Mentioned) |
|
|
|
|||||||||||||||||||||||||||||||||
| Substandard |
|
|
||||||||||||||||||||||||||||||||||
| Doubtful | ||||||||||||||||||||||||||||||||||||
| Loss | ||||||||||||||||||||||||||||||||||||
| Subtotal loans | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ | $ | $ | $ |
|
|||||||||||||||||||||
| Current period Gross write-offs | $ | $ | $ | $ | $ | $ |
(
|
) | $ | $ | $ |
(
|
) | |||||||||||||||||||||||
| Consumer | ||||||||||||||||||||||||||||||||||||
| Pass | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ | $ |
|
|||||||||||||||||||
| OLEM (Other Loans Especially Mentioned) | ||||||||||||||||||||||||||||||||||||
| Substandard |
|
|
||||||||||||||||||||||||||||||||||
| Doubtful | ||||||||||||||||||||||||||||||||||||
| Loss | ||||||||||||||||||||||||||||||||||||
| Subtotal loans | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ | $ |
|
|||||||||||||||||||
| Current period Gross write-offs | $ | $ |
(
|
) | $ |
(
|
) | $ |
(
|
) | $ | $ |
(
|
) | $ | $ | $ |
(
|
) | |||||||||||||||||
(continued)
| 14 |
OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY
Notes to Condensed Consolidated Financial Statements (Unaudited)
| Three Months Ended | ||||||||||||||||||||||||
| March 31, | ||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||
|
Weighted Average |
Weighted Average |
|||||||||||||||||||||||
| (dollars in thousands, except per share amounts) | Earnings | Shares | Amount | Earnings | Shares | Amount | ||||||||||||||||||
| Basic EPS: | ||||||||||||||||||||||||
| Net earnings | $ |
|
|
$ | $ |
|
|
$ | ||||||||||||||||
| Effect of conversion of series C preferred shares |
|
|
||||||||||||||||||||||
| Diluted EPS: | ||||||||||||||||||||||||
| Net earnings | $ |
|
|
$ | $ |
|
|
$ | ||||||||||||||||
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 shares of common stock under the 2018 Plan. At March 31, 2025, shares remain available for grant.
During
the three-month period ended March 31, 2025, the Company issued
shares to employees for services performed and recorded compensation
expense of $
During
the three-month period ended March 31, 2024, the Company issued
shares to employees for services performed and recorded compensation
expense of $
(continued)
| 15 |
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 (Dollars in thousands):
| Fair Value Measurements Using | ||||||||||||||||
| Quoted Prices | Significant | |||||||||||||||
| In Active | Other | Significant | ||||||||||||||
| Markets for | Observable | Unobservable | ||||||||||||||
| Identical Assets | Inputs | Inputs | ||||||||||||||
| Fair Value | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
| At March 31, 2025: | ||||||||||||||||
| SBA Pool Securities | $ |
|
$ | $ |
|
$ | ||||||||||
| Collateralized mortgage obligations |
|
|
||||||||||||||
| Taxable municipal securities |
|
|
||||||||||||||
| Mortgage-backed securities |
|
|
||||||||||||||
| Total | $ |
|
$ |
|
$ | |||||||||||
| At December 31, 2024: | ||||||||||||||||
| SBA Pool Securities | $ |
|
$ | $ |
|
$ | ||||||||||
| Collateralized mortgage obligations |
|
|
||||||||||||||
| Taxable municipal securities |
|
|
||||||||||||||
| Mortgage-backed securities |
|
|
||||||||||||||
| Total | $ |
|
$ |
|
$ | |||||||||||
(7) Financial Instruments . The estimated fair values and fair value measurement method with respect to the Company’s financial instruments were as follows (Dollars in thousands):
| At March 31, 2025 | At December 31, 2024 | |||||||||||||||||||||||
| Carrying Amount | Fair Value | Level | Carrying Amount |
Fair Value |
Level | |||||||||||||||||||
| Financial assets: | ||||||||||||||||||||||||
| Cash and cash equivalents | $ |
|
$ |
|
1 | $ |
|
$ |
|
1 | ||||||||||||||
| Debt securities available for sale |
|
|
2 |
|
|
2 | ||||||||||||||||||
| Debt securities held-to-maturity |
|
|
2 |
|
|
2 | ||||||||||||||||||
| Loans |
|
|
3 |
|
|
3 | ||||||||||||||||||
| Federal Home Loan Bank stock |
|
|
3 |
|
|
3 | ||||||||||||||||||
| Accrued interest receivable |
|
|
3 |
|
|
3 | ||||||||||||||||||
| Financial liabilities: | ||||||||||||||||||||||||
| Deposit liabilities |
|
|
3 |
|
|
3 | ||||||||||||||||||
| Federal Home Loan Bank advances |
|
|
3 |
|
|
3 | ||||||||||||||||||
(continued)
| 16 |
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, 2025 follows (Dollars in thousands):
| Commitments to extend credit | $ |
|
||
| Unused lines of credit | $ |
|
||
| Standby letters of credit | $ |
|
(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.
As of March 31, 2025, and December 31, 2024, 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 (Dollars in thousands):
| Actual |
To Be Well Capitalized Under Prompt Corrective Action Regulations (CBLR Framework) |
|||||||||||||||
| Amount | % | Amount | % | |||||||||||||
| As of March 31, 2025: | ||||||||||||||||
| Tier 1 Capital to Total Assets | $ |
|
|
% | $ |
|
|
% | ||||||||
| As of December 31, 2024: | ||||||||||||||||
| Tier 1 Capital to Total Assets | $ |
|
|
% | $ |
|
|
% | ||||||||
(continued)
| 17 |
OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY
Notes to Condensed Consolidated Financial Statements (Unaudited)
(10) Series B and C Preferred Stock and ATM offering program .
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, 2025, the Series B Preferred Stock is convertible into
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
% 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 $
The
Series B Preferred Stock are subdivided into three categories. The Company is authorized to issue
shares of Series B-1;
shares
of Series B-2; and
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 $
During the Annual Meeting of Shareholders held on June 27, 2023, the Company’s shareholders approved the issuance of up to 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 of Series C Preferred Stock. Each share of the Series C Preferred Stock is convertible into 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 % of the outstanding shares of the Company’s common stock. As of March 31, 2025, shares of Series C Preferred Stock are issued and outstanding.
On
August 9, 2024, the Company filed a Form S-3 registration statement with Securities and Exchange Commission, registering for sale of
up to an aggregate of $
(continued)
| 18 |
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”) advances were as follows (dollars in thousands)
| Maturity | Interest | March 31, | December 31, | |||||||||||||
| Year Ending | Rate | 2025 | 2024 | |||||||||||||
| FHLB | 2025 |
|
% | $ |
|
$ | ||||||||||
| FHLB | 2025 |
|
% |
|
||||||||||||
| FHLB | 2025 |
|
% |
|
||||||||||||
| FHLB | 2025 |
|
% |
|
||||||||||||
| $ |
|
$ |
|
|||||||||||||
At March 31, 2025, 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, 2025, the Company had remaining credit availability of $
In
addition, the Bank has a line of credit with the Federal Reserve Bank which is secured by investment securities with fair value of $
At
March 31, 2025, the Company also had lines of credit amounting to $
(continued)
| 19 |
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, 2024, 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 deposits, treasury management fee income, while operating with an efficient cost structure. Continued emphasis on expansion of our South Florida footprint and exploring additional niche lines of business are also part of our strategic plan.
We believe providing our clients with reasonable solutions that meet their business and personal needs fosters stability in our client base, builds full-service banking relationships, and allows for profitable growth that enhances shareholder returns. We intend to deliver the solutions to clients in a very personalized manner while investing in talent and leveraging modern technology to facilitate efficiency and decrease client pain points while enhancing our competitiveness.
We are focused on full-service banking relationships, continuing to identify deposit growth opportunities among our existing customer base and prospects throughout South Florida, Florida, and the United States. Improving our core funding capabilities is foundational to the ability to support our opportunity to capitalize on the strong business and real estate market in South Florida and with our niche skilled nursing facility and merchant cash advance markets. We will accomplish this through the addition of experienced and skilled bankers to our business development and retail banking teams, and we are modernizing and improving our products and digital services to better support our personalized business model. This includes upgrading our core banking system in 2025. We believe adding this talent and upgrading our core banking system will allow us to better service local area small businesses that will add granularity and diversification to our customer base and balance sheet, while improving the utilization of our local area branches.
Modernizing our technology and improving our products and services also allows us to better support our personalized business model to our niche business owner-operator client base with less friction, a human touch, and we believe better convenience than the large banks. In coordination with our Treasury Cash Management capabilities this has allowed us to enter niche businesses including banking services to Skilled Nursing Facilities in the areas of CRE, Asset-Based Lending (ABL) while capturing the business operating accounts. In addition, we have built capabilities in Small Business Administration (SBA) lending, entering the space in late 2023 and being designated as a Preferred Lender under the SBA’s Preferred Lenders Program (PLP) in the first quarter of 2025. Under the program the Bank offers SBA-guaranteed 7A loans generally secured by accounts receivable, inventory, equipment, or real estate. At March 31, 2025 the SBA loan portfolio totaled $9.9 million, or 1.2% of total loans, up from $9 million, or 1.1% of loans at December 31, 2024. Management has implemented initiatives that have enabled us to grow our loan portfolio primarily with South Florida and Florida generated relationships in the commercial real estate, owner-occupied commercial real estate, multifamily, and commercial and industrial sectors, out-of-area loans.
In treasury management services, our primary 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 and expect efficiencies to occur during 2025.
(continued)
| 20 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
Our strategic plan emphasizes and builds upon initiatives focused on strengthening credit oversight and credit administrative processes and procedures. Moreover, management continues to identify loan growth opportunities that are designed to improve overall profitability without sacrificing credit quality and underwriting standards. This growth oriented 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.
Financial Condition at March 31, 2025 and December 31, 2024
Capital Levels
As of March 31, 2025, the Bank is well capitalized under regulatory guidelines.
Refer to Note 9 for the Bank’s actual and required minimum capital ratios.
Overview
The Company’s total assets increased by approximately $44.6 million to $977.5 million at March 31, 2025, from $932.9 million at December 31, 2024, primarily due to increases in cash and cash equivalents. Net loans decreased by $3.7 million to $791.2 million at March 31, 2025, from $794.9 million at December 31, 2024. Deposits grew by approximately $80.7 million to $852.9 million at March 31, 2025, from $772.2 million at December 31, 2024. Total stockholders’ equity increased by approximately $4.8 million to $108 million at March 31, 2025, from $103.2 million at December 31, 2024, primarily due to net earnings, proceeds from common stock sales, and unrealized gains on debt securities available for sale.
The following table shows selected information for the periods ended or at the dates indicated:
|
Three Months Ended March 31, |
Year Ended December 31, |
|||||||
| 2025 | 2024 | |||||||
| Average equity as a percentage of average assets | 11.1 | % | 9.3 | % | ||||
| Equity to total assets at end of period | 11.0 | % | 11.1 | % | ||||
| Return on average assets (1) | 1.6 | % | 1.4 | % | ||||
| Return on average equity (1) | 14.7 | % | 7.3 | % | ||||
| Noninterest expenses to average assets (1) | 2.4 | % | 2.1 | % | ||||
(1) Annualized for the three months ended March 31, 2025.
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 was $1.7 million at March 31, 2025.
(continued)
| 21 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
The Company increased deposits by approximately $80.7 million during the three-month period ended March 31, 2025. The increase in deposits provided funding for new loan originations and the repayment of outstanding borrowings from FHLB.
In addition to obtaining funds from depositors, the Company may borrow funds from other financial institutions. At March 31, 2025, the Company had outstanding borrowings of $10 million, against its $233.2 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 Bank has a line of credit with the Federal Reserve Bank which is secured by investment securities with fair value of $1.7 million as of March 31, 2025. At March 31, 2025, the Company also had available lines of credit amounting to $30.5 million with five 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, | ||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||
| 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 | $ | 796,846 | $ | 13,601 | 6.83 | % | $ | 706,678 | $ | 11,836 | 6.70 | % | ||||||||||||
| Securities | 22,977 | 160 | 2.79 | % | 24,166 | 170 | 2.81 | % | ||||||||||||||||
| Other (1) | 109,863 | 1,246 | 4.54 | % | 106,395 | 1,459 | 5.49 | % | ||||||||||||||||
| Total interest-earning assets/interest income | 929,686 | 15,007 | 6.46 | % | 837,239 | 13,465 | 6.43 | % | ||||||||||||||||
| Cash and due from banks | 14,177 | 15,151 | ||||||||||||||||||||||
| Premises and equipment | 2,139 | 1,474 | ||||||||||||||||||||||
| Other | 7,862 | 5,454 | ||||||||||||||||||||||
| Total assets | $ | 953,864 | $ | 859,318 | ||||||||||||||||||||
| Interest-bearing liabilities: | ||||||||||||||||||||||||
| Savings, NOW and money-market deposits | $ | 277,012 | 1,751 | 2.53 | % | $ | 318,987 | 2,356 | 2.95 | % | ||||||||||||||
| Time deposits | 312,116 | 3,527 | 4.52 | % | 201,257 | 2,721 | 5.41 | % | ||||||||||||||||
| Borrowings (2) | 32,222 | 303 | 3.76 | % | 58,541 | 637 | 4.35 | % | ||||||||||||||||
| Total interest-bearing liabilities/interest expense | 621,350 | 5,581 | 3.59 | % | 578,785 | 5,714 | 3.95 | % | ||||||||||||||||
| Noninterest-bearing demand deposits | 219,204 | 202,801 | ||||||||||||||||||||||
| Other liabilities | 7,719 | 5,422 | ||||||||||||||||||||||
| Stockholders’ equity | 105,591 | 72,310 | ||||||||||||||||||||||
| Total liabilities and stockholders’ equity | $ | 953,864 | $ | 859,318 | ||||||||||||||||||||
| Net interest income | $ | 9,426 | $ | 7,751 | ||||||||||||||||||||
| Interest rate spread (3) | 2.87 | % | 2.48 | % | ||||||||||||||||||||
| Net interest margin (4) | 4.06 | % | 3.70 | % | ||||||||||||||||||||
| Ratio of average interest-earning assets to average interest-bearing liabilities | 1.50 | 1.45 | ||||||||||||||||||||||
| (1) | Includes interest-earning deposits with banks and Federal Home Loan Bank stock dividends. |
| (2) | Includes Federal Home Loan 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)
| 22 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
Comparison of the Three-Month Periods Ended March 31, 2025, and 2024
| Three Months Ended | Increase / | |||||||||||||||
| March 31, | (Decrease) | |||||||||||||||
| (dollars in thousands, except per share amounts) | 2025 | 2024 | Amount | Percentage | ||||||||||||
| Total interest income | $ | 15,007 | $ | 13,465 | $ | 1,542 | 11 | % | ||||||||
| Total interest expense | 5,581 | 5,714 | (133 | ) | -2 | % | ||||||||||
| Net interest income | 9,426 | 7,751 | 1,675 | 22 | % | |||||||||||
| Credit loss (reversal) expense | (165 | ) | 1,057 | (1,222 | ) | -116 | % | |||||||||
| Net interest income after credit loss (reversal) expense | 9,591 | 6,694 | 2,897 | 43 | % | |||||||||||
| Total noninterest income | 1,231 | 1,239 | (8 | ) | -1 | % | ||||||||||
| Total noninterest expenses | 5,626 | 4,709 | 917 | 19 | % | |||||||||||
| Net earnings before income taxes | 5,196 | 3,224 | 1,972 | 61 | % | |||||||||||
| Income taxes | 1,326 | 847 | 479 | 57 | % | |||||||||||
| Net earnings | $ | 3,870 | $ | 2,377 | 1,493 | 63 | % | |||||||||
| Net earnings per share - Basic | $ | 0.33 | $ | 0.31 | ||||||||||||
| Net earnings per share - Diluted | $ | 0.32 | $ | 0.31 | ||||||||||||
Net earnings . Net earnings for the three months ended March 31, 2025, were $3.9 million or $0.33 per basic share and $0.32 per diluted share compared to net earnings of $2.4 million or $0.31 per basic share and $0.31 per diluted share for the three months ended March 31, 2024. The increase in net earnings during the three months ended March 31, 2025 compared to three months ended March 31, 2024 is primarily attributed to an increase in net interest income and increase in credit loss reversal.
Interest income . Interest income increased $1.5 million to $15 million for the three months ended March 31, 2025 compared to the three months ended March 31, 2024 due primarily to increases in average balances of interest earning assets.
Interest expense. Interest expense decreased $0.1 million to $5.6 million for the three months ended March 31, 2025, compared to the three months ended March 31, 2024, primarily due to reduction in deposit rates and repayment of borrowings, which lowered overall funding cost.
Credit loss (reversal) expense. The Company recorded a credit loss reversal of $0.2 million for the three months ended March 31, 2025, compared to a credit loss expense of $1.1 million for the three months ended March 31, 2024. The expected credit loss (reversal) expense is a credit 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 1.03% of loans outstanding at March 31, 2025, compared to $8.7 million or 1.08% of loans outstanding at December 31, 2024. During the three-months ended March 31, 2025, the net charge off amounting to $246,000 resulted from consumer lending.
(continued)
| 23 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
Noninterest income. Total noninterest income was $1.2 million for the three months ended March 31, 2025, compared to $1.2 for the three months ended March 31, 2024, The amount remained relatively unchanged, reflecting consistent performance in wire transfer and ACH fees during first quarter of 2025.
Noninterest expenses . Total noninterest expenses increased to $5.6 million for the three months ended March 31, 2025, compared to $4.7 million for the three months ended March 31, 2024, primarily due to employee compensation and benefits, professional fees, and other expenses.
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, 2025, that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting.
| 24 |
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
Not applicable.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Not applicable.
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.
| 25 |
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 12, 2025 | By: | /s/ Timothy Terry |
| Timothy Terry | ||
| Principal Executive Officer | ||
| By: | /s/ Elliot Nunez | |
| Elliot Nunez | ||
| Principal Financial Officer | ||
| 26 |
EXHIBIT INDEX
| 27 |