Item
1. Financial Statements
Condensed
Consolidated Balance Sheets
(Dollars in thousands, except per share amounts)
|
|
March 31, 2020
|
|
|
December 31, 2019
|
|
|
|
(Unaudited)
|
|
|
|
|
Assets:
|
|
|
|
|
|
|
|
|
Cash and due from banks
|
|
$
|
14,696
|
|
|
$
|
2,111
|
|
Interest-bearing deposits with banks
|
|
|
4,192
|
|
|
|
6,823
|
|
Total cash and cash equivalents
|
|
|
18,888
|
|
|
|
8,934
|
|
Debt securities available for sale
|
|
|
4,938
|
|
|
|
5,409
|
|
Debt securities held-to-maturity (fair value of $5,586 and
$5,986)
|
|
|
5,462
|
|
|
|
5,806
|
|
Loans, net of allowance for loan losses of $2,198 and $2,009
|
|
|
107,249
|
|
|
|
102,233
|
|
Federal Home Loan Bank stock
|
|
|
1,091
|
|
|
|
642
|
|
Premises and equipment, net
|
|
|
1,483
|
|
|
|
1,389
|
|
Right-of-use lease assets
|
|
|
1,017
|
|
|
|
1,055
|
|
Accrued interest receivable
|
|
|
440
|
|
|
|
432
|
|
Other assets
|
|
|
800
|
|
|
|
848
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
141,368
|
|
|
$
|
126,748
|
|
Liabilities and Stockholders’ Equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
Noninterest-bearing demand deposits
|
|
$
|
14,902
|
|
|
$
|
10,545
|
|
Savings, NOW and money-market deposits
|
|
|
60,395
|
|
|
|
55,475
|
|
Time deposits
|
|
|
30,462
|
|
|
|
35,352
|
|
|
|
|
|
|
|
|
|
|
Total deposits
|
|
|
105,759
|
|
|
|
101,372
|
|
|
|
|
|
|
|
|
|
|
Federal Home Loan Bank advances
|
|
|
23,000
|
|
|
|
13,000
|
|
Junior subordinated debenture
|
|
|
2,580
|
|
|
|
2,580
|
|
Official checks
|
|
|
38
|
|
|
|
208
|
|
Operating lease liabilities
|
|
|
1,027
|
|
|
|
1,061
|
|
Other liabilities
|
|
|
1,473
|
|
|
|
1,320
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
133,877
|
|
|
|
119,541
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies (Notes 1 and 8)
|
|
|
|
|
|
|
|
|
Stockholders’ equity:
|
|
|
|
|
|
|
|
|
Preferred stock, no par value; 6,000,000 shares authorized: Designated Series
A, no par value, $25,000 liquidation value per share, no shares issued and outstanding
|
|
|
—
|
|
|
|
—
|
|
Common stock, $.01 par value; 5,000,000 shares authorized, 2,951,353 and
2,853,171 shares issued and outstanding
|
|
|
29
|
|
|
|
28
|
|
Additional paid-in capital
|
|
|
39,532
|
|
|
|
38,994
|
|
Accumulated deficit
|
|
|
(31,918
|
)
|
|
|
(31,610
|
)
|
Accumulated other comprehensive loss
|
|
|
(152
|
)
|
|
|
(205
|
)
|
|
|
|
|
|
|
|
|
|
Total stockholders’ equity
|
|
|
7,491
|
|
|
|
7,207
|
|
Total liabilities and stockholders’ equity
|
|
$
|
141,368
|
|
|
$
|
126,748
|
|
See
accompanying notes to condensed consolidated financial statements.
OPTIMUMBANK
HOLDINGS, INC. AND SUBSIDIARY
Condensed
Consolidated Statements of Operations (Unaudited)
(in thousands, except per share amounts)
|
|
Three Months Ended
|
|
|
|
March 31,
|
|
|
|
2020
|
|
|
2019
|
|
Interest income:
|
|
|
|
|
|
|
|
|
Loans
|
|
$
|
1,413
|
|
|
$
|
1,090
|
|
Debt securities
|
|
|
46
|
|
|
|
50
|
|
Other
|
|
|
44
|
|
|
|
62
|
|
|
|
|
|
|
|
|
|
|
Total interest income
|
|
|
1,503
|
|
|
|
1,202
|
|
|
|
|
|
|
|
|
|
|
Interest expense:
|
|
|
|
|
|
|
|
|
Deposits
|
|
|
402
|
|
|
|
289
|
|
Borrowings
|
|
|
105
|
|
|
|
164
|
|
|
|
|
|
|
|
|
|
|
Total interest expense
|
|
|
507
|
|
|
|
453
|
|
|
|
|
|
|
|
|
|
|
Net interest income
|
|
|
996
|
|
|
|
749
|
|
|
|
|
|
|
|
|
|
|
Provision for loan losses
|
|
|
189
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
Net interest income after provision for loan losses
|
|
|
807
|
|
|
|
749
|
|
|
|
|
|
|
|
|
|
|
Noninterest income:
|
|
|
|
|
|
|
|
|
Service charges and fees
|
|
|
49
|
|
|
|
22
|
|
Other
|
|
|
24
|
|
|
|
15
|
|
|
|
|
|
|
|
|
|
|
Total noninterest income
|
|
|
73
|
|
|
|
37
|
|
|
|
|
|
|
|
|
|
|
Noninterest expenses:
|
|
|
|
|
|
|
|
|
Salaries and employee benefits
|
|
|
548
|
|
|
|
501
|
|
Professional fees
|
|
|
171
|
|
|
|
99
|
|
Occupancy and equipment
|
|
|
148
|
|
|
|
113
|
|
Data processing
|
|
|
117
|
|
|
|
124
|
|
Insurance
|
|
|
24
|
|
|
|
24
|
|
Regulatory assessment
|
|
|
41
|
|
|
|
4
|
|
Other
|
|
|
139
|
|
|
|
119
|
|
|
|
|
|
|
|
|
|
|
Total noninterest expenses
|
|
|
1,188
|
|
|
|
984
|
|
|
|
|
|
|
|
|
|
|
Net loss before income tax benefit
|
|
|
(308
|
)
|
|
|
(198
|
)
|
|
|
|
|
|
|
|
|
|
Income tax benefit
|
|
|
-
|
|
|
|
(52
|
)
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(308
|
)
|
|
$
|
(146
|
)
|
|
|
|
|
|
|
|
|
|
Net loss per share - Basic and diluted
|
|
$
|
(0.11
|
)
|
|
$
|
(0.08
|
)
|
See
accompanying notes to condensed consolidated financial statements.
OPTIMUMBANK
HOLDINGS, INC. AND SUBSIDIARY
Condensed
Consolidated Statements of Comprehensive Loss (Unaudited)
(In thousands)
|
|
Three Months Ended
March 31,
|
|
|
|
2020
|
|
|
2019
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(308
|
)
|
|
$
|
(146
|
)
|
|
|
|
|
|
|
|
|
|
Other comprehensive income:
|
|
|
|
|
|
|
|
|
Change in unrealized gain on debt securities:
|
|
|
|
|
|
|
|
|
Unrealized gain arising during the year
|
|
|
53
|
|
|
|
5
|
|
|
|
|
|
|
|
|
|
|
Amortization of unrealized loss on debt securities transferred
to held-to-maturity
|
|
|
24
|
|
|
|
17
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income before income tax expense
|
|
|
77
|
|
|
|
22
|
|
|
|
|
|
|
|
|
|
|
Deferred income tax expense on above change
|
|
|
(24
|
)
|
|
|
(5
|
)
|
|
|
|
|
|
|
|
|
|
Total other comprehensive income
|
|
|
53
|
|
|
|
17
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss
|
|
$
|
(255
|
)
|
|
$
|
(129
|
)
|
See
accompanying notes to condensed consolidated financial statements.
OPTIMUMBANK
HOLDINGS, INC. AND SUBSIDIARY
Condensed
Consolidated Statements of Stockholders’ Equity
Three
Months Ended March 31, 2020 and 2019
(Dollars
in thousands)
|
|
|
|
|
|
|
|
Additional
|
|
|
|
|
|
Accumulated
Other
|
|
|
|
|
|
|
Preferred
Stock
|
|
|
Common
Stock
|
|
|
Paid-In
|
|
|
Accumulated
|
|
|
Comprehensive
|
|
|
Stockholders’
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Deficit
|
|
|
Loss
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2018
|
|
|
—
|
|
|
$
|
—
|
|
|
|
1,858,020
|
|
|
$
|
18
|
|
|
$
|
36,128
|
|
|
$
|
(30,510
|
)
|
|
$
|
(330
|
)
|
|
$
|
5,306
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the three months ended March 31,
2019 (unaudited)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(146
|
)
|
|
|
—
|
|
|
|
(146
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in unrealized
loss on debt securities available for sale, net of income taxes (unaudited)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
3
|
|
|
|
3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization
of unrealized loss on debt securities transferred to held-to-maturity, net of income taxes (unaudited)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
14
|
|
|
|
14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at March
31, 2019 (unaudited)
|
|
|
—
|
|
|
$
|
—
|
|
|
|
1,858,020
|
|
|
$
|
18
|
|
|
$
|
36,128
|
|
|
$
|
(30,656
|
)
|
|
$
|
(313
|
)
|
|
$
|
5,177
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2019
|
|
|
—
|
|
|
$
|
—
|
|
|
|
2,853,171
|
|
|
$
|
28
|
|
|
$
|
38,994
|
|
|
$
|
(31,610
|
)
|
|
$
|
(205
|
)
|
|
$
|
7,207
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from the sale
of common stock (unaudited)
|
|
|
—
|
|
|
|
—
|
|
|
|
98,182
|
|
|
|
1
|
|
|
|
538
|
|
|
|
—
|
|
|
|
—
|
|
|
|
539
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the three months ended March 31,
2020 (unaudited)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(308
|
)
|
|
|
—
|
|
|
|
(308
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in unrealized
loss on debt securities available for sale, net of income taxes (unaudited)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
35
|
|
|
|
35
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization
of unrealized loss on debt securities transferred to held-to-maturity, net of income taxes (unaudited)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
18
|
|
|
|
18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at March
31, 2020 (unaudited)
|
|
|
—
|
|
|
|
—
|
|
|
|
2,951,353
|
|
|
|
29
|
|
|
|
39,532
|
|
|
|
(31,918
|
)
|
|
|
(152
|
)
|
|
|
7,491
|
|
See
accompanying notes to condensed consolidated financial statements
OPTIMUMBANK
HOLDINGS, INC. AND SUBSIDIARY
Condensed
Consolidated Statements of Cash Flows (Unaudited)
(In
thousands)
|
|
Three Months Ended
March 31,
|
|
|
|
2020
|
|
|
2019
|
|
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(308
|
)
|
|
$
|
(146
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
|
|
|
Provision for loan losses
|
|
|
189
|
|
|
|
—
|
|
Depreciation and amortization
|
|
|
46
|
|
|
|
42
|
|
Net amortization of fees, premiums and discounts
|
|
|
38
|
|
|
|
43
|
|
Increase in accrued interest receivable
|
|
|
(8
|
)
|
|
|
(10
|
)
|
Amortization of right of use asset
|
|
|
38
|
|
|
|
17
|
|
Net decrease in lease liability
|
|
|
(34
|
)
|
|
|
(16
|
)
|
Decrease (increase) in other assets
|
|
|
24
|
|
|
|
(328
|
)
|
(Decrease) increase in official checks and other liabilities
|
|
|
(17
|
)
|
|
|
208
|
|
Net cash used in operating activities
|
|
|
(32
|
)
|
|
|
(190
|
)
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
Principal repayments of debt securities available for sale
|
|
|
514
|
|
|
|
154
|
|
Principal repayments of debt securities held-to-maturity
|
|
|
340
|
|
|
|
193
|
|
Net increase in loans
|
|
|
(5,205
|
)
|
|
|
(1,314
|
)
|
Purchases of premises and equipment
|
|
|
(140
|
)
|
|
|
(43
|
)
|
(Purchase) redemption of FHLB stock
|
|
|
(449
|
)
|
|
|
490
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities
|
|
|
(4,940
|
)
|
|
|
(520
|
)
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
Net increase in deposits
|
|
|
4,387
|
|
|
|
18,446
|
|
Net decrease in federal funds purchased
|
|
|
—
|
|
|
|
(560
|
)
|
Net increase (decrease) in FHLB Advances
|
|
|
10,000
|
|
|
|
(11,600
|
)
|
Proceeds from sale of common stock
|
|
|
539
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by financing activities
|
|
|
14,926
|
|
|
|
6,286
|
|
|
|
|
|
|
|
|
|
|
Net increase in cash and cash equivalents
|
|
|
9,954
|
|
|
|
5,576
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at beginning of the period
|
|
|
8,934
|
|
|
|
7,983
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of the period
|
|
$
|
18,888
|
|
|
$
|
13,559
|
|
See
accompanying notes to condensed consolidated financial statements
OPTIMUMBANK
HOLDINGS, INC. AND SUBSIDIARY
Condensed
Consolidated Statements of Cash Flows (Unaudited), Continued
(In
thousands)
|
|
Three Months Ended
March 31,
|
|
|
|
2020
|
|
|
2019
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
|
|
Cash paid during the period for:
|
|
|
|
|
|
|
|
|
Interest
|
|
$
|
460
|
|
|
$
|
370
|
|
|
|
|
|
|
|
|
|
|
Income taxes
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
Noncash transaction -
|
|
|
|
|
|
|
|
|
Change in accumulated other comprehensive loss, net
change in unrealized gain on debt securities available for sale, net of income taxes
|
|
$
|
53
|
|
|
$
|
17
|
|
|
|
|
|
|
|
|
|
|
Amortization of unrealized loss on debt securities
transferred to held-to-maturity
|
|
$
|
24
|
|
|
$
|
17
|
|
|
|
|
|
|
|
|
|
|
Right-of use lease assets obtained in exchange
for operating lease liabilities
|
|
$
|
-
|
|
|
$
|
281
|
|
See
accompanying notes to condensed consolidated financial statements
(continued)
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 commercial 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, Florida.
|
|
|
|
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, 2020, and the results of operations and cash flows for the three-month periods ended March 31, 2020
and 2019. All significant intercompany accounts and transactions have been eliminated in consolidation. The results of operations
for the three months ended March 31, 2020, are not necessarily indicative of the results to be expected for the full year.
|
|
|
|
Subsequent
Events. The Company has evaluated subsequent events through May 14, 2020, which
is the date the condensed consolidated financial statements were issued, determining no additional events required
disclosure except as follows:
|
|
|
|
The Company is subject to risks related to the
public health crisis associated with the Coronavirus global pandemic (“COVID-19”). Federal, state and local governments
have taken measures to slow the spread of COVID-19. These measures have included limiting travel, temporarily closing
businesses and issuing stay at home orders which has caused a steep decline in economic activity. The long-term effect
of these measures cannot be determined. Management believes the measures may have a significant impact on the Company’s
financial position and results of operations. The amount of the impact is currently unquantifiable but deemed to be significant
by management as the Company may likely experience an increase in the level of troubled assets, a reduction of cash flow from
loan payments and an overall reduction in earnings as a result of COVID-19.
|
|
|
|
Junior
Subordinated Debenture. In 2004, the Company formed OptimumBank Capital Trust I (the “Trust’’)
for the purpose of raising capital through the sale of trust preferred securities. At that time, the Trust
raised $5,155,000 through the sale of 5,000 trust preferred securities (the “Trust Preferred Securities”)
to a third party investor and the issuance of 155 common trust securities to the Company.
The
Trust utilized the proceeds of $5,155,000 to purchase a junior subordinated debenture from the Company (the “Junior
Subordinated Debenture”). Under the Junior Subordinated Debenture, the Company is required to make interest payments
on a periodic basis and to pay the outstanding principal amount plus accrued interest on October 7, 2034. The Company
has been in default under the Junior Subordinated Debenture since 2015 due to its failure to make required interest
payments. To date, neither the trustee nor the holders of the Trust Preferred Securities have accelerated the outstanding
balance of the Junior Subordinated Debenture.
In
May 2018, Preferred Shares, LLC (the “Purchaser”) acquired all 5,000 of the Trust Preferred Securities
from a third party. The Purchaser is an affiliate of a director of the Company. The Purchaser has subsequently sold or
transferred 2,575 of the Trust Preferred Securities to third parties.
During
2019 and 2018, 2,575 Trust Preferred Securities were exchanged for 1,226,173 shares of the Company’s common stock. For
accounting purposes, the Trust Preferred Securities acquired by the Company have been cancelled. As a result, the
Company cancelled $2,575,000 in principal amount of the Trust Preferred Securities, together with accrued interest of
$974,000, and increased its stockholders’ equity by the same amount. The remaining principal owed by the Company in
connection with the Junior Subordinated Debenture was $2,580,000 at March 31, 2020 and December 31, 2019. The remaining
accrued interest owed by the Company associated with the Junior Subordinated Debenture was $1,032,000 and $995,000 at March
31, 2020 and December 31, 2019 respectively. The accrued interest is presented on the accompanying condensed consolidated
balance sheet under the caption “Other liabilities”.
The
outstanding 2,425 Trust Preferred Securities continue to be in default. However, the Purchaser, as the owner of all of the outstanding
Trust Preferred Securities, has provided the Company with written representation that it has no intention to accelerate
the principal and accrued interest amounts due under the Junior Subordinated Debenture during the next twelve months following
the date this Quarterly Report is filed with the Securities and Exchange Commission.
The
Company currently intends to acquire additional Trust Preferred Securities in 2020 in exchange for shares of its
common stock, although it has not yet entered into any agreement or commitment with respect to such an exchange.
|
|
|
|
Comprehensive
Loss. GAAP generally requires that recognized revenue, expenses, gains and losses be included in net loss. 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 loss, are components of comprehensive loss.
|
Accumulated
other comprehensive loss consists of the following (in thousands):
|
|
March 31,
|
|
|
December 31,
|
|
|
|
2020
|
|
|
2019
|
|
|
|
|
|
|
|
|
Unrealized gain on debt securities available for sale
|
|
$
|
64
|
|
|
$
|
11
|
|
Unamortized portion of unrealized loss related to debt securities available for sale transferred
to securities held-to-maturity
|
|
|
(260
|
)
|
|
|
(284
|
)
|
Income tax benefit
|
|
|
44
|
|
|
|
68
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(152
|
)
|
|
$
|
(205
|
)
|
|
Income
Taxes. The Company assessed its earnings history and trends and estimates of future earnings, and determined that
the deferred tax asset could not be realized as of March 31, 2020. Accordingly, a valuation allowance was recorded against
the net deferred tax asset.
|
|
|
|
Reclassifications. Certain amounts
have been reclassified to allow for consistent presentation for the periods presented.
|
(continued)
OPTIMUMBANK
HOLDINGS, INC. AND SUBSIDIARY
Notes
to Condensed Consolidated Financial Statements (Unaudited)
In
June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)
No. 2016-13 Financial Instruments-Credit Losses (Topic 326). The ASU improves financial reporting by requiring timelier
recording of credit losses on loans and other financial instruments held by the Company. The ASU requires the Company to measure
all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions,
and reasonable and supportable forecasts. Many of the loss estimation techniques applied today will still be permitted, although
the inputs to those techniques will change to reflect the full amount of expected credit losses. The Company will continue to
use judgment to determine which loss estimation method is appropriate for their circumstances. The ASU requires enhanced disclosures
to help investors and other financial statement users better understand significant estimates and judgments used in estimating
credit losses, as well as the credit quality and underwriting standards of an organization’s portfolio. These disclosures
include qualitative and quantitative requirements that provide additional information about the amounts recorded in the condensed
consolidated financial statements. Additionally, the ASU amends the accounting for credit losses on available-for-sale debt
securities and purchased financial assets with credit deterioration. The ASU will take effect for fiscal years, and interim periods
within those fiscal years, beginning after December 15, 2022. The Company is in the process of determining the effect of the ASU
on its condensed consolidated financial statements.
(continued)
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 carrying amount of debt securities and approximate
fair values are as follows (in thousands):
|
|
|
Amortized
Cost
|
|
|
Gross
Unrealized
Gains
|
|
|
Gross
Unrealized
Losses
|
|
|
Fair
Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At March 31, 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Held-to-maturity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Collateralized mortgage obligations
|
|
$
|
3,941
|
|
|
$
|
93
|
|
|
|
—
|
|
|
$
|
4,034
|
|
Mortgage-backed securities
|
|
|
1,521
|
|
|
|
31
|
|
|
|
—
|
|
|
|
1,552
|
|
Total
|
|
$
|
5,462
|
|
|
$
|
124
|
|
|
|
—
|
|
|
$
|
5,586
|
|
Available for sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SBA Pool Securities
|
|
$
|
1,485
|
|
|
$
|
—
|
|
|
$
|
(41
|
)
|
|
$
|
1,444
|
|
Collateralized mortgage obligations
|
|
|
871
|
|
|
|
8
|
|
|
|
—
|
|
|
|
879
|
|
Mortgage-backed securities
|
|
|
2,518
|
|
|
|
97
|
|
|
|
—
|
|
|
|
2,615
|
|
Total
|
|
$
|
4,874
|
|
|
$
|
105
|
|
|
$
|
(41
|
)
|
|
$
|
4,938
|
|
|
|
Amortized
Cost
|
|
|
Gross
Unrealized
Gains
|
|
|
Gross
Unrealized
Losses
|
|
|
Fair
Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Held-to-maturity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Collateralized mortgage obligations
|
|
$
|
4,218
|
|
|
$
|
129
|
|
|
|
—
|
|
|
$
|
4,347
|
|
Mortgage-backed securities
|
|
|
1,588
|
|
|
|
51
|
|
|
|
—
|
|
|
|
1,639
|
|
Total
|
|
$
|
5,806
|
|
|
$
|
180
|
|
|
|
—
|
|
|
$
|
5,986
|
|
Available for sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SBA Pool Securities
|
|
$
|
1,734
|
|
|
$
|
—
|
|
|
$
|
(52
|
)
|
|
$
|
1,682
|
|
Collateralized mortgage obligations
|
|
|
998
|
|
|
|
18
|
|
|
|
—
|
|
|
|
1,016
|
|
Mortgage-backed securities
|
|
|
2,666
|
|
|
|
45
|
|
|
|
—
|
|
|
|
2,711
|
|
Total
|
|
$
|
5,398
|
|
|
$
|
63
|
|
|
$
|
(52
|
)
|
|
$
|
5,409
|
|
There
were no sales of debt securities during the three months ended March 31, 2020 and 2019.
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):
|
|
At March 31, 2020
|
|
|
|
Over Twelve Months
|
|
|
Less Than Twelve
Months
|
|
|
|
Gross
Unrealized
Losses
|
|
|
Fair
Value
|
|
|
Gross
Unrealized
Losses
|
|
|
Fair
Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available for Sale -
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SBA Pool Securities
|
|
$
|
41
|
|
|
$
|
1,444
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
At December 31, 2019
|
|
|
|
Over Twelve Months
|
|
|
Less Than Twelve
Months
|
|
|
|
Gross
Unrealized
Losses
|
|
|
Fair
Value
|
|
|
Gross
Unrealized
Losses
|
|
|
Fair
Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available for Sale -
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SBA Pool Securities
|
|
$
|
52
|
|
|
$
|
1,682
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(continued)
OPTIMUMBANK
HOLDINGS, INC. AND SUBSIDIARY
Notes
to Condensed Consolidated Financial Statements (Unaudited)
(2)
|
Debt
Securities
Continued.
Management
evaluates debt securities for other-than-temporary impairment at least on a quarterly basis, and more frequently
when economic or market concerns warrant such evaluation. Consideration is given to (1) the length of time and the extent
to which the fair value has been less than cost, (2) the financial condition and near-term prospectus of the issuer, and
(3) the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow
for any anticipated recovery in fair value.
At
March 31, 2020 and December 31, 2019, the unrealized losses on six debt securities, were caused by market conditions.
It is expected that the debt securities would not be settled at a price less than the book value of the investments.
Because the decline in fair value is attributable to market conditions and not credit quality, and because the Company
has the ability and intent to hold these investments until a market price recovery or maturity, these investments are
not considered other-than-temporarily impaired.
|
|
|
|
(continued)
|
OPTIMUMBANK
HOLDINGS, INC. AND SUBSIDIARY
Notes
to Condensed Consolidated Financial Statements (Unaudited)
(3)
|
Loans.
The components of loans are as follows (in thousands):
|
|
|
At
March 31, 2020
|
|
|
At
December 31, 2019
|
|
|
|
|
|
|
|
|
Residential real estate
|
|
$
|
28,929
|
|
|
$
|
28,266
|
|
Multi-family real estate
|
|
|
10,432
|
|
|
|
8,396
|
|
Commercial real estate
|
|
|
57,568
|
|
|
|
55,652
|
|
Land and construction
|
|
|
2,786
|
|
|
|
2,496
|
|
Commercial
|
|
|
4,612
|
|
|
|
4,476
|
|
Consumer
|
|
|
5,122
|
|
|
|
4,903
|
|
|
|
|
|
|
|
|
|
|
Total loans
|
|
|
109,449
|
|
|
|
104,189
|
|
|
|
|
|
|
|
|
|
|
Add (deduct):
|
|
|
|
|
|
|
|
|
Net deferred loan fees, costs and premiums
|
|
|
(2
|
)
|
|
|
53
|
|
Allowance for loan losses
|
|
|
(2,198
|
)
|
|
|
(2,009
|
)
|
|
|
|
|
|
|
|
|
|
Loans, net
|
|
$
|
107,249
|
|
|
$
|
102,233
|
|
|
An analysis of the change in the allowance for loan losses follows (in thousands):
|
|
|
Residential
Real Estate
|
|
|
Multi-Family
Real Estate
|
|
|
Commercial
Real Estate
|
|
|
Land and
Construction
|
|
|
Commercial
|
|
|
Consumer
|
|
|
Unallocated
|
|
|
Total
|
|
Three Months Ended March 31, 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning balance
|
|
$
|
531
|
|
|
$
|
82
|
|
|
$
|
624
|
|
|
$
|
21
|
|
|
$
|
573
|
|
|
$
|
152
|
|
|
$
|
26
|
|
|
$
|
2,009
|
|
Provision (credit) for loan losses
|
|
|
47
|
|
|
|
41
|
|
|
|
105
|
|
|
|
23
|
|
|
|
5
|
|
|
|
(6
|
)
|
|
|
(26
|
)
|
|
|
189
|
|
Charge-offs
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(10
|
)
|
|
|
—
|
|
|
|
(10
|
)
|
Recoveries
|
|
|
4
|
|
|
|
—
|
|
|
|
—
|
|
|
|
6
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance
|
|
$
|
582
|
|
|
$
|
123
|
|
|
$
|
729
|
|
|
$
|
50
|
|
|
$
|
578
|
|
|
$
|
136
|
|
|
$
|
—
|
|
|
$
|
2,198
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning balance
|
|
$
|
544
|
|
|
$
|
88
|
|
|
$
|
567
|
|
|
$
|
19
|
|
|
$
|
850
|
|
|
$
|
25
|
|
|
$
|
150
|
|
|
$
|
2,243
|
|
(Credit) provision for loan losses
|
|
|
(12
|
)
|
|
|
(23
|
)
|
|
|
256
|
|
|
|
(25
|
)
|
|
|
(297
|
)
|
|
|
1
|
|
|
|
100
|
|
|
|
—
|
|
Charge-offs
|
|
|
—
|
|
|
|
—
|
|
|
|
(195
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
(7
|
)
|
|
|
—
|
|
|
|
(202
|
)
|
Recoveries
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
6
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance
|
|
$
|
532
|
|
|
$
|
65
|
|
|
$
|
628
|
|
|
$
|
—
|
|
|
$
|
553
|
|
|
$
|
19
|
|
|
$
|
250
|
|
|
$
|
2,047
|
|
|
|
Residential Real Estate
|
|
|
Multi-
Family Real Estate
|
|
|
Commercial Real Estate
|
|
|
Land and Construction
|
|
|
Commercial
|
|
|
Consumer
|
|
|
Unallocated
|
|
|
Total
|
|
At March 31, 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Individually evaluated for impairment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Recorded investment
|
|
$
|
940
|
|
|
$
|
—
|
|
|
$
|
2,193
|
|
|
$
|
—
|
|
|
$
|
812
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,945
|
|
Balance in allowance for loan losses
|
|
$
|
256
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
539
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
795
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Collectively evaluated for impairment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Recorded investment
|
|
$
|
27,989
|
|
|
$
|
10,432
|
|
|
$
|
55,375
|
|
|
$
|
2,786
|
|
|
$
|
3,800
|
|
|
$
|
5,122
|
|
|
$
|
—
|
|
|
$
|
105,504
|
|
Balance in allowance for loan losses
|
|
$
|
326
|
|
|
$
|
123
|
|
|
$
|
729
|
|
|
$
|
50
|
|
|
$
|
39
|
|
|
$
|
136
|
|
|
$
|
—
|
|
|
$
|
1,403
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Individually evaluated for impairment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Recorded investment
|
|
$
|
944
|
|
|
$
|
—
|
|
|
$
|
2,206
|
|
|
$
|
—
|
|
|
$
|
812
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,962
|
|
Balance in allowance for loan losses
|
|
$
|
258
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
531
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
789
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Collectively evaluated for impairment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Recorded investment
|
|
$
|
27,322
|
|
|
$
|
8,396
|
|
|
$
|
53,446
|
|
|
$
|
2,496
|
|
|
$
|
3,664
|
|
|
$
|
4,903
|
|
|
$
|
—
|
|
|
$
|
100,227
|
|
Balance in allowance for loan losses
|
|
$
|
273
|
|
|
$
|
82
|
|
|
$
|
624
|
|
|
$
|
21
|
|
|
$
|
42
|
|
|
$
|
152
|
|
|
$
|
26
|
|
|
$
|
1,220
|
|
(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 Company’s
Board of Directors (the “Board”). 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 and are underwritten based upon standards set forth in the policies approved by the
Board. Such 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 on
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 in the Company’s
market area. 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 seeks to minimize 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. The following summarizes the loan credit quality (in thousands):
|
|
|
Pass
|
|
|
OLEM
(Other
Loans
Especially Mentioned)
|
|
|
Sub-
standard
|
|
|
Doubtful
|
|
|
Loss
|
|
|
Total
|
|
At March 31, 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Residential real estate
|
|
$
|
27,989
|
|
|
$
|
—
|
|
|
$
|
940
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
28,929
|
|
Multi-family real estate
|
|
|
10,432
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
10,432
|
|
Commercial real estate
|
|
|
54,949
|
|
|
|
426
|
|
|
|
2,193
|
|
|
|
—
|
|
|
|
—
|
|
|
|
57,568
|
|
Land and construction
|
|
|
1,571
|
|
|
|
1,215
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
2,786
|
|
Commercial
|
|
|
3,163
|
|
|
|
637
|
|
|
|
812
|
|
|
|
—
|
|
|
|
—
|
|
|
|
4,612
|
|
Consumer
|
|
|
5,122
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
5,122
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
103,226
|
|
|
$
|
2,278
|
|
|
$
|
3,945
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
109,449
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
At December 31, 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
Residential real estate
|
|
$
|
27,322
|
|
|
$
|
—
|
|
|
$
|
944
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
28,266
|
|
Multi-family real estate
|
|
|
8,396
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
8,396
|
|
Commercial real estate
|
|
|
53,011
|
|
|
|
435
|
|
|
|
2,206
|
|
|
|
—
|
|
|
|
—
|
|
|
|
55,652
|
|
Land and construction
|
|
|
1,261
|
|
|
|
1,235
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
2,496
|
|
Commercial
|
|
|
3,027
|
|
|
|
637
|
|
|
|
812
|
|
|
|
—
|
|
|
|
—
|
|
|
|
4,476
|
|
Consumer
|
|
|
4,903
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
4,903
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
97,920
|
|
|
$
|
2,307
|
|
|
$
|
3,962
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
104,189
|
|
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 effected
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)
(3)
|
Loans,
Continued. Age analysis of past-due loans is as follows (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, 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Residential real estate
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
28,929
|
|
|
$
|
—
|
|
|
$
|
28,929
|
|
Multi-family real estate
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
10,432
|
|
|
|
—
|
|
|
|
10,432
|
|
Commercial real estate
|
|
|
1,085
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,085
|
|
|
|
56,483
|
|
|
|
—
|
|
|
|
57,568
|
|
Land and construction
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
2,786
|
|
|
|
—
|
|
|
|
2,786
|
|
Commercial
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
3,800
|
|
|
|
812
|
|
|
|
4,612
|
|
Consumer
|
|
|
43
|
|
|
|
—
|
|
|
|
—
|
|
|
|
43
|
|
|
|
5,079
|
|
|
|
—
|
|
|
|
5,122
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
1,128
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,128
|
|
|
$
|
107,509
|
|
|
$
|
812
|
|
|
$
|
109,449
|
|
|
|
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 December 31, 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Residential real estate
|
|
$
|
944
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
944
|
|
|
$
|
27,322
|
|
|
$
|
—
|
|
|
$
|
28,266
|
|
Multi-family real estate
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
8,396
|
|
|
|
—
|
|
|
|
8,396
|
|
Commercial real estate
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
55,652
|
|
|
|
—
|
|
|
|
55,652
|
|
Land and construction
|
|
|
1,235
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,235
|
|
|
|
1,261
|
|
|
|
—
|
|
|
|
2,496
|
|
Commercial
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
3,664
|
|
|
|
812
|
|
|
|
4,476
|
|
Consumer
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
4,903
|
|
|
|
—
|
|
|
|
4,903
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
2,179
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,179
|
|
|
$
|
101,198
|
|
|
$
|
812
|
|
|
$
|
104,189
|
|
The
following summarizes the amount of impaired loans (in thousands):
|
|
At March 31, 2020
|
|
|
At December 31, 2019
|
|
|
|
Recorded
Investment
|
|
|
Unpaid
Principal
Balance
|
|
|
Related
Allowance
|
|
|
Recorded
Investment
|
|
|
Unpaid
Principal
Balance
|
|
|
Related
Allowance
|
|
With no related allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial real estate
|
|
$
|
2,193
|
|
|
$
|
2,193
|
|
|
$
|
—
|
|
|
$
|
2,206
|
|
|
$
|
2,206
|
|
|
|
—
|
|
With related allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Residential real estate
|
|
|
940
|
|
|
|
940
|
|
|
|
256
|
|
|
|
944
|
|
|
|
944
|
|
|
|
258
|
|
Commercial
|
|
|
812
|
|
|
|
812
|
|
|
|
539
|
|
|
|
812
|
|
|
|
812
|
|
|
|
531
|
|
Total:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Residential real estate
|
|
$
|
940
|
|
|
$
|
940
|
|
|
$
|
256
|
|
|
$
|
944
|
|
|
|
944
|
|
|
|
258
|
|
Commercial real estate
|
|
$
|
2,193
|
|
|
$
|
2,193
|
|
|
$
|
—
|
|
|
$
|
2,206
|
|
|
|
2,206
|
|
|
|
—
|
|
Commercial
|
|
$
|
812
|
|
|
$
|
812
|
|
|
$
|
539
|
|
|
$
|
812
|
|
|
$
|
812
|
|
|
$
|
531
|
|
Total
|
|
$
|
3,945
|
|
|
$
|
3,945
|
|
|
$
|
795
|
|
|
$
|
3,962
|
|
|
$
|
3,962
|
|
|
$
|
789
|
|
(continued)
OPTIMUMBANK
HOLDINGS, INC. AND SUBSIDIARY
Notes
to Condensed Consolidated Financial Statements (Unaudited)
(3)
|
Loans,
Continued. The average net investment in impaired loans and interest income recognized and received on impaired loans
are as follows (in thousands):
|
|
|
Three Months Ended
|
|
|
Three Months Ended
|
|
|
|
March 31, 2020
|
|
|
March 31, 2019
|
|
|
|
Average
Recorded
Investment
|
|
|
Interest
Income
Recognized
|
|
|
Interest
Income
Received
|
|
|
Average
Recorded
Investment
|
|
|
Interest
Income
Recognized
|
|
|
Interest
Income
Received
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Residential real estate
|
|
$
|
940
|
|
|
|
18
|
|
|
|
11
|
|
|
$
|
951
|
|
|
|
18
|
|
|
|
18
|
|
Commercial real estate
|
|
$
|
2,200
|
|
|
|
26
|
|
|
|
30
|
|
|
$
|
3,506
|
|
|
|
29
|
|
|
|
38
|
|
Commercial
|
|
$
|
808
|
|
|
|
-
|
|
|
|
18
|
|
|
$
|
1,860
|
|
|
|
24
|
|
|
|
28
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
3,948
|
|
|
|
44
|
|
|
|
59
|
|
|
$
|
6,317
|
|
|
|
71
|
|
|
|
84
|
|
|
No
loans have been determined to be troubled debt restructurings (TDR’s) during the three month periods ended March 31,
2020 or 2019. At March 31, 2020 and 2019, there were no loans modified and entered into TDR’s within the past twelve
months, that subsequently defaulted during the three month periods ended March 31, 2020 or 2019.
|
(continued)
OPTIMUMBANK
HOLDINGS, INC. AND SUBSIDIARY
Notes
to Condensed Consolidated Financial Statements (Unaudited)
(4)
|
Loss
Per Share. Basic loss per share has been computed on the basis of the weighted-average number of shares of common
stock outstanding during the period. In 2020 and 2019, basic and diluted loss per share are the same due to the net
loss incurred by the Company. Loss per common share have been computed based on the following:
|
|
|
Three Months Ended
March 31,
|
|
|
|
2020
|
|
|
2019
|
|
Weighted-average number of common shares outstanding used to calculate basic and diluted loss per common share
|
|
|
2,859,844
|
|
|
|
1,858,020
|
|
(continued)
OPTIMUMBANK
HOLDINGS, INC. AND SUBSIDIARY
Notes
to Condensed Consolidated Financial Statements (Unaudited)
(5)
|
Stock-Based
Compensation
|
|
|
|
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
authorized to issue up to 250,000
shares of common stock under the 2018 Plan, of which 157,190 have been issued, and 92,810 shares remain available for grant.
|
|
|
|
During
the second quarter of 2019, the Company recorded compensation expense of
$201,000 with respect to 58,309 shares issued to a director for services performed.
|
(6)
|
Fair
Value Measurements. Impaired collateral-dependent loans are carried at fair value when the current collateral value
is lower than the carrying value of the loan. Those impaired collateral-dependent loans which are measured at fair value on
a nonrecurring basis are as follows (in thousands):
|
|
|
Fair
Value
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
Losses
|
|
|
Losses
Recorded in
Operations For the three months ended
March 31, 2020
|
|
At March 31, 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Residential real estate
|
|
$
|
684
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
684
|
|
|
$
|
256
|
|
|
$
|
—
|
|
|
|
Fair
Value
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
Losses
|
|
|
Losses
Recorded in
Operations For the three months ended
March
31, 2019
|
|
At December 31, 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Residential real estate
|
|
$
|
686
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
686
|
|
|
$
|
258
|
|
|
$
|
—
|
|
Debt securities
available for sale measured at fair value on a recurring basis are summarized below (in thousands):
|
|
Fair Value Measurements Using
|
|
|
|
Fair
Value
|
|
|
Quoted Prices
In Active Markets for Identical Assets
(Level 1)
|
|
|
Significant Other Observable Inputs
(Level 2)
|
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At March 31, 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SBA Pool Securities
|
|
$
|
1,444
|
|
|
$
|
—
|
|
|
$
|
1,444
|
|
|
$
|
—
|
|
Collateralized mortgage obligations
|
|
|
879
|
|
|
|
—
|
|
|
|
879
|
|
|
|
—
|
|
Mortgage-backed securities
|
|
|
2,615
|
|
|
|
—
|
|
|
|
2,615
|
|
|
|
—
|
|
|
|
$
|
4,938
|
|
|
|
—
|
|
|
|
4,938
|
|
|
|
—
|
|
|
|
|
|
|
Fair Value Measurements Using
|
|
|
|
Fair Value
|
|
|
Quoted Prices
In Active Markets for Identical
Assets
(Level 1)
|
|
|
Significant Other Observable Inputs
(Level 2)
|
|
|
Significant Unobservable Inputs
(Level 3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2019 –
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SBA Pool Securities
|
|
$
|
1,682
|
|
|
$
|
—
|
|
|
$
|
1,682
|
|
|
|
—
|
|
Collateralized mortgage obligations
|
|
|
1,016
|
|
|
|
—
|
|
|
|
1,016
|
|
|
|
—
|
|
Mortgage-backed securities
|
|
|
2,711
|
|
|
|
—
|
|
|
|
2,711
|
|
|
|
—
|
|
Total
|
|
$
|
5,409
|
|
|
|
—
|
|
|
$
|
5,409
|
|
|
|
—
|
|
During
the three months ended March 31, 2020 and 2019, no debt securities were transferred in or out of Levels 1, 2 or 3.
(continued)
OPTIMUMBANK
HOLDINGS, INC. AND SUBSIDIARY
Notes
to Condensed Consolidated Financial Statements (Unaudited)
(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):
|
|
|
At March 31, 2020
|
|
|
At December 31, 2019
|
|
|
|
Carrying
Amount
|
|
|
Fair
Value
|
|
|
Level
|
|
|
Carrying
Amount
|
|
|
Fair
Value
|
|
|
Level
|
|
Financial assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
18,888
|
|
|
$
|
18,888
|
|
|
|
1
|
|
|
$
|
8,934
|
|
|
$
|
8,934
|
|
|
|
1
|
|
Debt securities available for sale
|
|
|
4,938
|
|
|
|
4,938
|
|
|
|
2
|
|
|
|
5,409
|
|
|
|
5,409
|
|
|
|
2
|
|
Debt securities held-to-maturity
|
|
|
5,462
|
|
|
|
5,586
|
|
|
|
2
|
|
|
|
5,806
|
|
|
|
5,986
|
|
|
|
2
|
|
Loans
|
|
|
107,249
|
|
|
|
107,324
|
|
|
|
3
|
|
|
|
102,233
|
|
|
|
102,060
|
|
|
|
3
|
|
Federal Home Loan Bank stock
|
|
|
1,091
|
|
|
|
1,091
|
|
|
|
3
|
|
|
|
642
|
|
|
|
642
|
|
|
|
3
|
|
Accrued interest receivable
|
|
|
440
|
|
|
|
440
|
|
|
|
3
|
|
|
|
432
|
|
|
|
432
|
|
|
|
3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposit liabilities
|
|
|
105,759
|
|
|
|
106,020
|
|
|
|
3
|
|
|
|
101,372
|
|
|
|
101,256
|
|
|
|
3
|
|
Federal Home Loan Bank advances
|
|
|
23,000
|
|
|
|
22,595
|
|
|
|
3
|
|
|
|
13,000
|
|
|
|
13,137
|
|
|
|
3
|
|
Junior subordinated debenture
|
|
|
2,580
|
|
|
|
N/A
|
(1)
|
|
|
N/A
|
|
|
|
2,580
|
|
|
|
N/A
|
(1)
|
|
|
N/A
|
|
Off-balance sheet financial instruments
|
|
|
—
|
|
|
|
—
|
|
|
|
3
|
|
|
|
—
|
|
|
|
—
|
|
|
|
3
|
|
(1)
|
The
Company is unable to determine value based on significant unobservable inputs required in the calculation. Refer to Note 1
for further information.
|
|
|
(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, 2020 follows (in thousands):
Commitments to extend credit
|
|
$
|
4,537
|
|
|
|
|
|
|
Unused lines of credit
|
|
$
|
4,033
|
|
|
|
|
|
|
Standby letters of credit
|
|
$
|
1,550
|
|
(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.
|
|
|
|
The
Bank, is subject to the Basel III capital level threshold requirements under the Prompt Corrective Action regulations with
full compliance phased in over a multi-year schedule. These new regulations were designed to ensure that banks maintain strong
capital positions even in the event of severe economic downturns or unforeseen losses.
|
|
|
|
The
Bank is subject to the capital conservation buffer rules which places limitations on distributions, including dividend payments,
and certain discretionary bonus payments to executive officers. In order to avoid these limitations, an institution must hold
a capital conservation buffer above its minimum risk-based capital requirements. As of March 31, 2020 the Bank’s
capital conservation buffer exceeds the minimum requirements of 2.50%.
|
(continued)
OPTIMUMBANK
HOLDINGS, INC. AND SUBSIDIARY
Notes
to Condensed Consolidated Financial Statements (Unaudited)
(9)
|
Regulatory
Matters, Continued.
The
following table shows the Bank’s capital amounts and ratios and regulatory thresholds at March 31, 2020 and December
31, 2019 (dollars in thousands):
|
|
|
Actual
|
|
|
For
Capital Adequacy Purposes
|
|
|
Minimum
To Be Well Capitalized Under Prompt Corrective Action Provisions
|
|
|
|
Amount
|
|
|
%
|
|
|
Amount
|
|
|
%
|
|
|
Amount
|
|
|
%
|
|
As of March 31, 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Capital to Risk-Weighted Assets
|
|
$
|
12,348
|
|
|
|
11.77
|
%
|
|
$
|
8,395
|
|
|
|
8
|
%
|
|
$
|
10,494
|
|
|
|
10
|
%
|
Tier I Capital to
Risk-Weighted Assets
|
|
|
11,027
|
|
|
|
10.51
|
|
|
|
6,300
|
|
|
|
6.00
|
|
|
|
8,395
|
|
|
|
8.00
|
|
Common equity Tier
I capital to Risk-Weighted Assets
|
|
|
11,027
|
|
|
|
10.51
|
|
|
|
4,720
|
|
|
|
4.50
|
|
|
|
6,821
|
|
|
|
6.50
|
|
Tier I Capital to
Total Assets
|
|
|
11,027
|
|
|
|
8.24
|
|
|
|
5,360
|
|
|
|
4.00
|
|
|
|
6,700
|
|
|
|
5.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Capital to
Risk-Weighted Assets
|
|
$
|
12,212
|
|
|
|
12.03
|
%
|
|
$
|
8,124
|
|
|
|
8
|
%
|
|
$
|
10,154
|
|
|
|
10
|
%
|
Tier I Capital to
Risk-Weighted Assets
|
|
|
10,934
|
|
|
|
10.77
|
|
|
|
6,093
|
|
|
|
6.00
|
|
|
|
8,124
|
|
|
|
8.00
|
|
Common equity Tier
I capital to Risk-Weighted Assets
|
|
|
10,934
|
|
|
|
10.77
|
|
|
|
4,569
|
|
|
|
4.50
|
|
|
|
6,600
|
|
|
|
6.50
|
|
Tier I Capital to
Total Assets
|
|
|
10,934
|
|
|
|
8.73
|
|
|
|
5,010
|
|
|
|
4.00
|
|
|
|
6,263
|
|
|
|
5.00
|
|
OPTIMUMBANK
HOLDINGS, INC. AND SUBSIDIARY
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, 2019 in the Annual Report on Form 10-K.
The
following discussion and analysis should also be read in conjunction with the condensed consolidated financial statements and
notes thereto appearing elsewhere in this report. 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 and
changes in market conditions, 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.
Capital
Levels
Quantitative
measures established by regulation to ensure capital adequacy require us to maintain minimum amounts and ratios of Total and Tier
1 capital to risk-weighted assets and Tier 1 capital to average assets. As of March 31, 2020, the Bank is well capitalized
under the regulatory framework for prompt corrective action.
Refer
to Note 9 for the Bank’s actual and required minimum capital ratios.
(continued)
OPTIMUMBANK
HOLDINGS, INC. AND SUBSIDIARY
Item
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
Financial
Condition at March 31, 2020 and December 31, 2019
Overview
The
Company’s total assets increased by approximately $14.6 million to $141.4 million at March 31, 2020, from $126.8
million at December 31, 2019, primarily due to an increase in cash and cash equivalents corresponding to an increase in
Federal Home Loan Bank advances. Total stockholders’ equity increased by approximately $284,000 to $7.5 million at
March 31, 2020, from $7.2 million at December 31, 2019, primarily due to proceeds from the sale of common stock which more
than offset the net loss for the three months ended March 31, 2020.
The
following table shows selected information for the periods ended or at the dates indicated:
|
|
Three Months
Ended
March 31, 2020
|
|
|
Year Ended
December 31, 2019
|
|
|
|
|
|
|
|
|
Average equity as a percentage of average assets
|
|
|
5.4
|
%
|
|
|
4.6
|
%
|
|
|
|
|
|
|
|
|
|
Equity to total assets at end of period
|
|
|
5.3
|
%
|
|
|
5.6
|
%
|
|
|
|
|
|
|
|
|
|
Return on average assets (1)
|
|
|
(0.9
|
)%
|
|
|
(1.0
|
)%
|
|
|
|
|
|
|
|
|
|
Return on average equity (1)
|
|
|
(17.0
|
)%
|
|
|
(21.3
|
)%
|
|
|
|
|
|
|
|
|
|
Noninterest expenses to average assets (1)
|
|
|
3.5
|
%
|
|
|
4.0
|
%
|
(1)
Annualized for the three months ended March 31, 2020.
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 investment securities, loan repayments, the use of Federal Funds
markets, net earnings, if any, and loans taken out at the Federal Reserve Bank discount window.
Deposits
are our primary source of funds. In order to increase its core deposits, the Company has priced its deposit rates competitively.
The Company will adjust rates on its deposits to attract or retain deposits as needed.
The
Company increased deposits by $4.4 million during the three month period ending March 31, 2020. The proceeds were
used to originate new loans.
In
addition to obtaining funds from depositors, the Company may borrow funds from other financial institutions. At March 31,
2020, the Company had outstanding borrowings of $23 million, against its $27 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. In 2010, the Company obtained an available discount window credit line with the Federal Reserve
Bank, currently $430,000. The Federal Reserve Bank line is subject to collateral requirements and must be repaid within 90 days;
each advance is subject to prior Federal Reserve Bank consent. At March 31, 2020, the Company also had lines of credit amounting
to $9.5 million with four 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 for Off-Balance Sheet Arrangements.
Junior
Subordinated Debenture
Please refer to Note 1 for discussion
on this matter.
OPTIMUMBANK
HOLDINGS, INC. AND SUBSIDIARY
Item
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
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,
|
|
|
|
2020
|
|
|
2019
|
|
|
|
|
|
|
Interest
|
|
|
Average
|
|
|
|
|
|
Interest
|
|
|
Average
|
|
|
|
Average
|
|
|
and
|
|
|
Yield/
|
|
|
Average
|
|
|
and
|
|
|
Yield/
|
|
|
|
Balance
|
|
|
Dividends
|
|
|
Rate(5)
|
|
|
Balance
|
|
|
Dividends
|
|
|
Rate(5)
|
|
Interest-earning assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans
|
|
$
|
106,875
|
|
|
$
|
1,413
|
|
|
|
5.29
|
%
|
|
$
|
82,384
|
|
|
$
|
1,090
|
|
|
|
5.29
|
%
|
Debt securities
|
|
|
10,903
|
|
|
|
46
|
|
|
|
1.69
|
|
|
|
9,329
|
|
|
|
50
|
|
|
|
2.14
|
|
Other (1)
|
|
|
11,447
|
|
|
|
44
|
|
|
|
1.54
|
|
|
|
7,624
|
|
|
|
62
|
|
|
|
3.25
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest-earning assets/interest income
|
|
|
129,225
|
|
|
|
1,503
|
|
|
|
4.65
|
|
|
|
99,337
|
|
|
|
1,202
|
|
|
|
4.89
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and due from banks
|
|
|
2,792
|
|
|
|
|
|
|
|
|
|
|
|
2,540
|
|
|
|
|
|
|
|
|
|
Premises and equipment
|
|
|
1,467
|
|
|
|
|
|
|
|
|
|
|
|
2,836
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
515
|
|
|
|
|
|
|
|
|
|
|
|
(1,237
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
133,999
|
|
|
|
|
|
|
|
|
|
|
$
|
103,476
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Savings, NOW and money-market deposits
|
|
|
57,258
|
|
|
|
226
|
|
|
|
1.58
|
|
|
|
35,569
|
|
|
|
146
|
|
|
|
1.64
|
|
Time deposits
|
|
|
33,292
|
|
|
|
176
|
|
|
|
2.11
|
|
|
|
27,596
|
|
|
|
143
|
|
|
|
2.07
|
|
Borrowings (2)
|
|
|
19,143
|
|
|
|
105
|
|
|
|
2.20
|
|
|
|
21,520
|
|
|
|
164
|
|
|
|
3.05
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest-bearing liabilities/interest expense
|
|
|
109,693
|
|
|
|
507
|
|
|
|
1.85
|
|
|
|
84,685
|
|
|
|
453
|
|
|
|
2.14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noninterest-bearing demand deposits
|
|
|
14,565
|
|
|
|
|
|
|
|
|
|
|
|
11,258
|
|
|
|
|
|
|
|
|
|
Other liabilities
|
|
|
2,477
|
|
|
|
|
|
|
|
|
|
|
|
2,282
|
|
|
|
|
|
|
|
|
|
Stockholders’ equity
|
|
|
7,264
|
|
|
|
|
|
|
|
|
|
|
|
5,251
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders’ equity
|
|
$
|
133,999
|
|
|
|
|
|
|
|
|
|
|
$
|
103,476
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income
|
|
|
|
|
|
$
|
996
|
|
|
|
|
|
|
|
|
|
|
$
|
749
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate spread (3)
|
|
|
|
|
|
|
|
|
|
|
2.80
|
%
|
|
|
|
|
|
|
|
|
|
|
2.75
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest margin (4)
|
|
|
|
|
|
|
|
|
|
|
3.08
|
%
|
|
|
|
|
|
|
|
|
|
|
3.02
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio of average interest-earning assets to average interest-bearing liabilities
|
|
|
1.18
|
%
|
|
|
|
|
|
|
|
|
|
|
1.17
|
%
|
|
|
|
|
|
|
|
|
(1)
|
Includes
interest-earning deposits with banks and Federal Home Loan Bank stock dividends.
|
(2)
|
Includes
Federal Home Loan Bank advances, other borrowings and the Debenture.
|
(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.
|
OPTIMUMBANK
HOLDINGS, INC. AND SUBSIDIARY
Item
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)
Comparison
of the Three-Month Periods Ended March 31, 2020 and 2019
General.
Net loss for the three months ended March 31, 2020, was $(308,000) or $(0.11) per basic and diluted share compared
to a net loss of $(146,000) or $(0.08) per basic and diluted share for the three months ended March 31, 2019. The increase
in net loss during the three months ended March 31, 2020 compared to three months ended March 31, 2019 is primarily
attributed to an increase in the provision for loan losses, increase in noninterest expense and no income tax benefit, partially
offset by the increase in net interest income and increase in noninterest income.
Interest
Income. Interest income increased $301,000 for the three months ended March 31, 2020 compared to the three months
ended March 31, 2019 due primarily to growth in the loan portfolio.
Interest
Expense. Interest expense increased $54,000 to $507,000 for the three months ended March 31, 2020 compared
to the prior period, primarily due to an increase in interest bearing deposits.
Provision
for Loan Losses. Provision for loan losses amounted to $189,000 for the three months ended March 31, 2020. There was no
provision for losses during the 2019 period. The provision for loan losses is charged to operations as losses are estimated to
have occurred in order to bring the total allowance for loan losses to a level deemed appropriate by management to absorb losses
inherent in the portfolio at March 31, 2020. Management’s periodic evaluation of the adequacy of the allowance is based
upon historical experience, the volume and type of lending conducted by us, adverse situations that may affect the borrower’s
ability to repay, estimated value of the underlying collateral, loans identified as impaired, 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 loan losses totaled $2,198 million or 2.01% of loans outstanding at March 31, 2020, compared to $2.0 million or 1.9%
of loans outstanding at December 31, 2019. The provision for loan losses during the first quarter of 2020 was primarily due
to the increase in the loan portfolio, and an evaluation of the other factors noted above.
Noninterest
Income. Total noninterest income increased to $73,000 for the three months ended March 31, 2020, from $37,000 for
the three months ended March 31, 2019 due to increased loan related fees.
Noninterest
Expenses. Total noninterest expenses increased to $1,188,000 for the three months ended March 31, 2020 compared
to $984,000 for the three months ended March 31, 2019 primarily due to an increase in salaries and employee benefits, professional
fees, and occupancy and equipment.
OPTIMUMBANK
HOLDINGS, INC. AND SUBSIDIARY