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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 10-K/A

 

Amendment No. 3

 

(Mark one)

 

x

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

For the fiscal year ended December 31, 2019

 

 

o

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 001-39043

 

BROADWAY FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware

 

95-4547287

(State or other jurisdiction of
incorporation or organization)

 

(I.R.S. Employer
Identification No.)

 

 

 

5055 Wilshire Boulevard, Suite 500
Los Angeles, California

 

90036

(Address of principal executive offices)

 

(Zip Code)

 

(323) 634-1700
(Registrant’s Telephone Number, Including Area Code)

Securities registered under Section 12(b) of the Act:

 

Title of each class:

 

Trading Symbol(s)

 

Name of each exchange on which registered:

Common Stock, par value $0.01 per share

(including attached preferred stock purchase rights)

 

BYFC

 

The Nasdaq Stock Market LLC

 

Securities registered pursuant to Section 12(g) of the Act: None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x

 

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 x No o

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated, a smaller reporting company, or an emerging growth company. See the definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer o

 

Accelerated filer o

 

 

 

Non-accelerated filer x

 

Smaller reporting company x

Emerging growth company o

 

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. o

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

 

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: $36,244,000.

 

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date: As of March 18, 2020, 19,282,571 shares of the Registrant’s voting common stock and 8,756,396 shares of the Registrant’s non-voting common stock were outstanding.

 

DOCUMENTS INCORPORATED BY REFERENCE

Not applicable

 

 

 


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EXPLANATORY NOTE

 

This amendment is being filed to revise the presentation of certain information regardding beneficial ownership of the Company’s Common Stock set forth in the tabular presentation set forth in Item 12 of the Form 10-K/A.2 filed with SEC on April 29, 2020.  This amendment does not reflect any events occurring after the filing of the Company’s original Annual Report on Form 10-K for the year ended December 31, 2019.

 

PART III

 

ITEM 12.           SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 

The following table sets forth information as of March 31, 2020 concerning the shares of the Company’s Common Stock owned by each person known to the Company to be a beneficial owner of more than 5% of the Company’s Common Stock, each director, each Named Executive Officer, and all current directors and executive officers as a group.

 

Beneficial Owner

 

Number of
Shares of
Voting
Common
Stock
Beneficially
Owned

 

Percent
of Voting
Common
Stock

 

Number of
Shares of
Non-Voting
Common
Stock
Beneficially
Owned(1)

 

Percent of
Total
Common
Stock
Outstanding(2)

 

CJA Private Equity Financial Restructuring Master Fund I L.P.(3)

 

1,845,141

 

9.57

%

6,453,995

 

29.60

%

Commerce Home Mortgage, LLC(4)

 

1,846,154

 

9.57

%

 

6.58

%

Broadway Federal Bank f.s.b. Employee Stock Ownership Plan(5)

 

1,638,721

 

8.50

%

 

5.84

%

Grace & White, Inc.(6)

 

1,599,673

 

8.30

%

 

5.71

%

National Community Investment Fund(7)

 

818,748

 

4.25

%

1,564,540

 

8.50

%

First Republic Bank(8)

 

834,465

 

4.33

%

737,861

 

5.61

%

Directors and Executive Officers(5))

 

 

 

 

 

 

 

 

 

Wayne-Kent A. Bradshaw(9)

 

346,508

 

1.80

%

 

1.24

%

Robert C. Davidson, Jr.(10)

 

85,134

 

0.44

%

 

0.30

%

Daniel A. Medina(11)

 

67,490

 

0.35

%

 

0.24

%

Virgil Roberts(12)

 

39,457

 

0.20

%

 

0.14

%

Dutch C. Ross III

 

28,616

 

0.15

%

 

0.10

%

Erin Selleck(13)

 

20,878

 

0.11

%

 

0.07

%

Jack T. Thompson

 

11,179

 

0.06

%

 

0.04

%

Brenda J. Battey(14)

 

201,313

 

1.04

%

 

0.71

%

Norman Bellefeuille(15)

 

296,624

 

1.53

%

 

1.05

%

Ruth McCloud(16)

 

151,026

 

0.78

%

 

0.54

%

All current directors and executive officers as a group (10 persons)

 

1,248,225

 

6.35

%

 

4.40

%

 


(1)                   The non-voting common stock may be converted to common stock only upon certain prescribed forms of sales to third parties that are not affiliated with the holders thereof.

(2)                   Percentages are based on the total of voting and non-voting common stock held by the respective stockholders shown in the table.

(3)                   Christopher J. Acito, managing member of Christopher J. Acito (“CJA’’) & Associates LLC, has sole

 

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investment and voting power with respect to these shares.  CJA & Associates LLC is the managing member of CJA Private Equity Financial Restructuring GP I Ltd., which is the general partner of CJA Private Equity Financial Restructuring Master Fund I LP.  The address for CJA & Associates LLC is 654 Madison Avenue, Suite 601, New York, NY 10065.  CJA & Associates LLC is an affiliate of Gapstow Capital Partners located at 654 Madison Avenue, Suite 601, New York, NY 10065.

(4)                   Commerce Home Mortgage, LLC (“Commerce”) is a wholly-owned subsidiary of The Capital Corps, LLC (“The Capital Corps”).  Thus, The Capital Corps may be deemed to have shared voting power over, and thus beneficial ownership of, the shares owned by Commerce.  The Capital Corps’ managing member is TCC Manager, LLC, which is managed by Sugarman Enterprises, Inc., which is wholly-owned by Mr. Sugarman, and therefore Mr. Sugarman may be deemed to be a beneficial owner of such shares. Mr. Sugarman has an indirect interest in a portion of the shares owned by Commerce by virtue of an indirect ownership in The Capital Corps. Pursuant to Rule 13d-4 under the Exchange Act, each of the foregoing entities and individuals other than Commerce and The Capital Corps disclaim beneficial ownership of such shares except to the extent of their respective pecuniary interests therein.  The address for Mr. Sugarman and each of the foregoing entities is 16845 Von Karman Avenue, Suite 200, Irvine, CA 92606.  Information based upon Schedule 13D filed by Mr. Sugarman and the foregoing entities with the SEC on February 10, 2020.

(5)                   The address for each of the directors and named executive officers and the Broadway Federal Bank f.s.b. Employee Stock Ownership Plan (“ESOP”) is 5055 Wilshire Boulevard, Suite 500, Los Angeles, CA 90036.

(6)                   Information based upon Schedule 13G/A, filed on January 31, 2020 with the SEC by Grace & White, Inc., which is an investment adviser.  The address for Grace & White, Inc. is 515 Madison Avenue, Suite 1700, New York, NY 10022.

(7)                   The address for National Community Investment Fund (“NCIF”) is 135 South LaSalle Street, Suite 3025, Chicago, IL 60603.

(8)                   The address for First Republic Bank is 111 Pine Street, 2nd Floor, San Francisco, CA 94111.

(9)                   Includes 36,271 allocated shares under the ESOP and 231,761 shares of restricted stock.

(10)            Includes 70,000 shares that are held by the Robert and Alice Davidson Trust, dated August 11, 1982.  Robert Davidson and Alice Davidson share investment and voting power with respect to the shares held by the Robert and Alice Davidson Trust in their capacities as trustees of the trust.

(11)            Includes 48,068 shares that are held by the Martin Medina Family Trust.  Mr. Medina and his wife share investment and voting power with respect to the shares held by the Martin Medina Family Trust in their capacities as trustees of the trust.

(12)            Includes 20,037 shares held jointly with his spouse with whom voting and investment power are shared.

(13)            Includes 2,262 shares held jointly with her spouse with whom voting and investment power are shared.

(14)            Includes 26,876 allocated shares under the ESOP, 54,437 shares of restricted stock, and 120,000 shares subject to options granted under the LTIP, which options are all currently exercisable as of March 31, 2020.

(15)            Includes 26,744 allocated shares under the ESOP, 57,380 shares of restricted stock, and 160,000 shares subject to options granted under the LTIP, which options are all currently exercisable as of March 31, 2020, and 52,500 shares held jointly with his spouse with whom voting and investment power are shared.

(16)            Includes 24,642 allocated shares under the ESOP, 46,384 shares of restricted stock and 80,000 shares subject to options granted under the LTIP, which options are all currently exercisable as of March 31, 2020.

 

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SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) 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.

 

 

 

BROADWAY FINANCIAL CORPORATION

 

 

 

 

 

By:

/s/ Brenda J. Battey

 

 

 

Brenda J. Battey
Chief Financial Officer

 

 

Date:

May 19, 2020

 

 

 

 

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